Proxy Battle Heats Up: Findell Capital’s Bold Stance Against Oportun’s Governance Crisis
28min read The 2025 annual meeting of Oportun Financial Corporation (NASDAQ: OPRT) is shaping up to be a pivotal showdown between activist investor Findell Capital Partners and the company’s entrenched leadership. With Findell, the largest shareholder holding 9.5% of the company, demanding sweeping governance reforms and board changes, the stakes for Oportun’s future couldn’t be higher. This clash isn’t just about corporate politics—it’s a battle for control of a $1.2 billion fintech firm struggling to regain investor trust after years of underperformance.
Findell’s Case Against Oportun’s Leadership: A Blueprint for Change
At the heart of Findell’s critique is a scathing indictment of CEO Raul Vazquez’s leadership and the board’s failure to hold him accountable. The firm accuses Vazquez of prioritizing costly diversification over core lending operations, citing the $211 million acquisition of Hello Digit in 2021—a move that diluted shareholder value and diverted resources. “The board’s refusal to act has enabled a CEO with no financial expertise to run the company into the ground,” Findell writes, highlighting Vazquez’s unorthodox dual role as CEO and principal accounting officer.
The activist investor also targets Oportun’s bloated board structure, which has 10 directors, six of whom are described as “legacy” appointees with no consumer lending experience. Findell argues this group has perpetuated poor oversight, allowing operating expenses per loan to surge 109% since 2019—far outpacing peers like OneMain Holdings (OMF), which kept costs flat over the same period. A would starkly illustrate this divergence.
Financially, Findell points to a five-year total shareholder return (TSR) of -24.96%, compared to a 64.37% gain for the Russell 2000 and a staggering 320.11% for OMF. Shareholders have also endured a 40% dilution from equity issuances since 2023 to fund missteps. “This isn’t just underperformance—it’s a governance crisis,” Findell concludes.
Oportun’s Defense: Progress Amid Turbulence
Oportun’s management counters that it has turned the corner under current leadership. The company highlights a 40% reduction in annualized operating expenses since 2022, exceeding Findell’s 2023 target of < $450 million. Credit performance has also improved, with front-book loan losses down 500 basis points from back-book levels.
The board has added four independent directors with lending expertise since 2024, including former Discover Financial Services executive Michael Tambor and credit industry veteran Carol Parker. “We’ve already begun the process of modernizing our governance,” CEO Vazquez stated, while emphasizing that Oportun achieved GAAP profitability in Q4 2024 and strengthened liquidity through debt refinancing.
Critically, Oportun’s stock has surged 121% over the past 12 months—a would underscore this recovery—suggesting investors are beginning to reward its turnaround efforts.
The Proxy Fight: A Crossroads for Shareholders
The crux of the battle centers on Findell’s nominee, Warren Wilcox, a 40-year veteran of consumer finance who currently advises fintech startups like FuseIQ. Findell argues Wilcox’s expertise is essential to replacing “a board that’s been asleep at the wheel,” while Oportun’s board claims its existing members—including Tambor and Parker—are sufficiently qualified.
Shareholders will vote on two key proposals:
1. Universal Proxy Support: Findell is using a “white” universal proxy card, allowing investors to mix board candidates from both slates.
2. Wilcox’s Election: His victory would mark the first time a Findell-backed director gains a seat, potentially shifting board dynamics.
What’s at Stake? A New Governance Paradigm or More of the Same?
The outcome hinges on whether shareholders view Findell’s demands as necessary reforms or as overreach. Key points of contention include:
- Cost Discipline: Findell wants operating expenses reduced to 10% of revenue (vs. OMF’s 7%), while Oportun argues its current trajectory is sustainable.
- Interest Rate Caps: Findell seeks to lift Oportun’s self-imposed 36% rate cap, a move management insists would violate its mission to serve underserved borrowers ethically.
- Board Structure: Reducing the board’s size and de-staggering elections could accelerate change, but Oportun’s rebuttal suggests progress is already underway.
Conclusion: A High-Stakes Vote with Long-Term Implications
With Findell’s 9.5% stake and Oportun’s 12-month stock surge (121%), the annual meeting is a referendum on whether activist intervention can unlock value—or disrupt a nascent turnaround.
The data tells a nuanced story:
- Underperformance: Oportun’s five-year TSR of -24.96% vs. OMF’s +320.11% underscores governance failures.
- Turnaround Signs: Reduced expenses, GAAP profitability, and new board members suggest management isn’t entirely inept.
- Proxy Mechanics: Universal proxy voting gives Findell a real chance at gaining a foothold, but the board’s existing support base remains formidable.
Investors must decide: Is Oportun’s progress enough, or does it need a governance overhaul to compete with peers? The answer will shape not just Oportun’s trajectory but also the broader narrative of activist vs. management battles in fintech—a sector where trust and transparency are paramount.
In the end, this isn’t just about who wins the proxy fight—it’s about who can deliver on the promise of Oportun’s mission: “Empowering Financial Well-Being.” The stakes, quite literally, couldn’t be higher.
