Oportun Financial (Nasdaq: OPRT) names Scott Scheirman audit chair
Rhea-AI Filing Summary
Oportun Financial Corporation reported changes in its leadership and governance structure. The board expanded from seven to eight members and appointed Scott Scheirman as an independent Class I director, effective August 11, 2026. He will serve as Chair of the Audit & Risk Committee and as a member of the Compensation & Leadership Committee, and has been designated an “audit committee financial expert”.
At the 2026 annual meeting, stockholders elected Mohit Daswani as a Class I director, ratified Deloitte & Touche LLP as independent auditor for 2026, approved on an advisory basis the compensation of named executive officers, and advised that say‑on‑pay votes be held every year. A quorum of 38,350,851 shares, representing 83.55% of voting power, participated.
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after appointment: 8 directors
Shares represented at meeting: 38,350,851 shares
Voting power represented: 83.55%
+5 more
8 metrics
Board size after appointment
8 directors
Board increased from seven to eight members with Scheirman’s appointment
Shares represented at meeting
38,350,851 shares
Shares of common stock present or represented at the 2026 annual meeting
Voting power represented
83.55%
Voting power of shares entitled to vote at the 2026 annual meeting
Votes for director Mohit Daswani
25,492,255
Votes cast in favor of electing Mohit Daswani as Class I director
Votes for auditor ratification
37,727,614
Votes for ratifying Deloitte & Touche LLP as auditor for 2026
Votes for say-on-pay
24,589,509
Votes in favor of advisory approval of named executive officer compensation
Votes for annual say-on-pay frequency
23,363,452
Votes favoring one-year frequency for future advisory compensation votes
Broker non-votes on key items
12,355,605
Broker non-votes on director election, say-on-pay and frequency proposals
Key Terms
audit committee financial expert, broker non-votes, non-binding advisory vote, named executive officer compensation, +1 more
5 terms
audit committee financial expert financial
"qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5)"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
broker non-votes financial
"Mohit Daswani | 25,492,255 | 303,006 | 199,985 | 12,355,605 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"Non-binding advisory vote on the frequency of future advisory votes"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
named executive officer compensation financial
"advisory resolution to approve the Company’s named executive officer compensation"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
independent registered public accounting firm financial
"selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
What board change did Oportun Financial (OPRT) announce in this 8-K?
Oportun expanded its board from seven to eight directors and appointed Scott Scheirman as an independent Class I director. He will chair the Audit & Risk Committee and join the Compensation & Leadership Committee.
What is Scott Scheirman’s role and background at Oportun (OPRT)?
Scott Scheirman joined Oportun’s board as an independent director, Audit & Risk Committee Chair, and Compensation & Leadership Committee member. He previously served as CEO of CPI Card Group Inc. and CFO of The Western Union Company.
Did Oportun (OPRT) stockholders approve the say-on-pay proposal in 2026?
Yes. Stockholders approved the advisory say‑on‑pay proposal with 24,589,509 votes for, 1,046,016 against, and 359,721 abstentions, plus 12,355,605 broker non‑votes, supporting the named executive officer compensation.
How often will Oportun (OPRT) hold future say-on-pay votes?
Stockholders advised that say‑on‑pay votes be held every one year, with 23,363,452 votes for one year versus 2,470,509 for three years. The board decided to follow an annual frequency until the next required frequency vote.
Was Oportun’s (OPRT) auditor ratified for the 2026 fiscal year?
Yes. Stockholders ratified Deloitte & Touche LLP as Oportun’s independent registered public accounting firm for the year ending December 31, 2026, with 37,727,614 votes for, 126,647 against, and 496,590 abstentions.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-39050
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||
| Address of Principal Executive Offices | Zip Code | ||||||||||
(650 ) 810-8823
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Scott Scheirman to the Board of Directors
On August 11, 2026, the Board of Directors (the “Board”) of Oportun Financial Corporation (the “Company”) increased the authorized number of directors constituting the Board from seven to eight and appointed Scott Scheirman to fill the newly created vacancy, effective immediately. Mr. Scheirman was appointed as a Class I director to serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal.
The Board appointed Mr. Scheirman as Chair of the Audit & Risk Committee and as a member of the Compensation & Leadership Committee. The Board determined that Mr. Scheirman satisfies the applicable director independence requirements of the Nasdaq Stock Market LLC and the Securities and Exchange Commission, including the heightened independence requirements applicable to members of the Audit & Risk Committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Board also determined that Mr. Scheirman is financially literate, possesses financial sophistication within the meaning of the applicable Nasdaq listing standards and qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.
Mr. Scheirman, 63, previously served as President and Chief Executive Officer of CPI Card Group Inc. from October 2017 until his retirement in January 2024 and served as a member of its board of directors from October 2016 until January 2024. Prior to joining CPI Card Group, Mr. Scheirman served as the Chief Executive Officer and a co-founder of JKL Ventures LLC, a private investment and strategic advisory firm, beginning in February 2014. Prior to JKL Ventures LLC, Mr. Scheirman served as Executive Vice President and Chief Financial Officer of The Western Union Company from September 2006 to December 2013. Prior to joining Western Union, Mr. Scheirman held a variety of executive leadership and financial officer roles at First Data Corporation (now Fiserv) and began his career at Ernst & Young LLP. Mr. Scheirman holds a Bachelor of Science degree in Business Administration with an emphasis in Accounting from the University of Northern Colorado. Mr. Scheirman was selected to serve on our Board because of his extensive public company executive and board leadership experience and his significant financial, strategic and operating experience in the financial services and payments industries.
There are no arrangements or understandings between Mr. Scheirman and any other person pursuant to which he was selected as a director. There are no transactions between Mr. Scheirman and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Scheirman will receive standard compensation available to the Company’s non-employee directors, as described under the heading entitled “Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 29, 2026 (the “Proxy Statement”). In addition, the Company will also enter into its standard form of indemnification agreement with Mr. Scheirman, which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-232685).
On August 13, 2026, the Company issued a press release announcing Mr. Scheirman’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
Board Composition Updates
In connection with Mr. Scheirman’s appointment and the expiration of the terms of directors who decided not to stand for re-election at the Company's 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), the Board approved changes to the composition of its committees. Following these changes, the composition of the Board’s committees is as follows:
| Audit & Risk Committee | Compensation & Leadership Committee | Credit Risk & Finance Committee | Nominating, Governance & Social Responsibility Committee | ||||||||
| Scott Scheirman (Chair) Mohit Daswani Louis P. Miramontes Warren Wilcox | Mohit Daswani (Chair) Ginny Lee Scott Scheirman | Richard Tambor (Chair) Carlos Minetti Warren Wilcox | Ginny Lee (Chair) Carlos Minetti Richard Tambor | ||||||||
Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2026 Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement. There were 38,350,851 shares of common stock present virtually or represented by proxy at the 2026 Annual Meeting, which represented approximately 83.55% of the voting power of the shares of common stock entitled to vote at the 2026 Annual Meeting.
The stockholders of the Company voted on the following proposals at the 2026 Annual Meeting:
1. Election of Mohit Daswani as a Class I director to serve for a one-year term expiring at the 2027 annual meeting of stockholders, or until his successor has been elected and qualified, or until his earlier death, resignation or removal.
| Nominee | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||||||||||
Mohit Daswani | 25,492,255 | 303,006 | 199,985 | 12,355,605 | |||||||||||||||||||||||||
Based on the votes set forth above, Mr. Daswani was duly elected to serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal.
2. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||||||
| 37,727,614 | 126,647 | 496,590 | — | ||||||||||||||||||||||||||
Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.
3. Non-binding advisory resolution to approve the Company’s named executive officer compensation, as described in the Proxy Statement.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||||||
| 24,589,509 | 1,046,016 | 359,721 | 12,355,605 | ||||||||||||||||||||||||||
Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement.
4. Non-binding advisory vote on the frequency of future advisory votes on the Company’s named executive officer compensation.
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
| 23,363,452 | 7,726 | 2,470,509 | 153,559 | 12,355,605 | ||||||||||||||||||||||
Based on the votes set forth above, the stockholders advised that they were in favor of every one year as the frequency of holding a non-binding advisory vote on named executive officer compensation. In light of these results and consistent with the recommendation of the Board, as set forth in the Proxy Statement, the Board has determined to hold a non-binding advisory vote on the compensation of its named executive officers every year until the next required non-binding advisory vote on the frequency of holding future such votes regarding named executive officer compensation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | |||||
| 99.1 | Press Release dated August 13, 2026 | ||||
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OPORTUN FINANCIAL CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | August 13, 2026 | By: | /s/ Kathleen Layton | ||||||||
| Kathleen Layton | |||||||||||
| Chief Legal Officer and Corporate Secretary | |||||||||||
Oportun Appoints Scott Scheirman to its Board of Directors
SAN MATEO, Calif., August 13, 2026 (GLOBE NEWSWIRE) — Oportun (Nasdaq: OPRT), a mission-driven financial services company, today announced Scott Scheirman has joined its Board of Directors as an independent Director, effective August 11, 2026. He will serve as Chair of the Board’s Audit & Risk Committee and as a member of its Compensation & Leadership Committee. With his appointment, Oportun’s Board now includes eight directors.
Scheirman brings more than three decades of executive leadership and finance experience across financial services, payments, risk management, and capital markets. He most recently served as President and Chief Executive Officer of CPI Card Group Inc. from October 2017 until his retirement in January 2024, after joining its board of directors in 2016. Previously, Scheirman was Chief Executive Officer and co-founder of JKL Ventures LLC, a private investment and strategic advisory firm. He also served as Executive Vice President and Chief Financial Officer of The Western Union Company and held executive leadership and financial roles at First Data Corporation, now Fiserv. Scheirman began his career at Ernst & Young LLP and holds a Bachelor of Science degree in Business Administration with an emphasis in Accounting from the University of Northern Colorado.
“Oportun is committed to thoughtful Board refreshment and maintaining the right mix of experience and perspectives to support effective oversight. Scott brings significant strategic planning and public company leadership experience as a former CEO and CFO, as well as a deep understanding of financial services, and will be a valuable addition to the Board.” said Ginny Lee, Chair of Oportun’s Nominating, Governance & Social Responsibility Committee.
“Oportun is committed to thoughtful Board refreshment and maintaining the right mix of experience and perspectives to support effective oversight. Scott brings significant strategic planning and public company leadership experience as a former CEO and CFO, as well as a deep understanding of financial services, and will be a valuable addition to the Board.” said Ginny Lee, Chair of Oportun’s Nominating, Governance & Social Responsibility Committee.
“Scott brings the perspective of an experienced operator and a practical understanding of how strong financial businesses create value over time,” said Doug Bland, Chief Executive Officer of Oportun. “His perspective will be especially valuable as we continue to enhance our strategy, strengthen execution and build sustainable, profitable growth."
About Oportun
About Oportun
Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members' financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $22.7 billion in responsible and affordable credit, saved its members more than $2.5 billion in interest and fees, and helped its members set aside an average of more than $1,800 annually. For more information, visit oportun.com.
Investor Contact
Dorian Hare
(650) 590-4323
ir@oportun.com
Media Contact
Michael Azzano
Cosmo PR for Oportun
Cosmo PR for Oportun
michael@cosmo-pr.com
(415) 596-1978
(415) 596-1978