Oportun Financial Corp PRE 14A, filed May 3, 2024

Board’s
recommendation

Page
reference

1. Elect three directors for a term of three years until their successors are elected and duly qualified

2. Approval of an amendment to our Certificate of Incorporation to eliminate supermajority voting provisions

3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

4. Approve, by a non-binding advisory vote, the compensation of our named executive officers

Oportun Financial Corp (OPRT)

PRE 14A 2024-05-03 For: 2024-05-03

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Added on October 24, 2026

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Effective Design	•	Focus on superior corporate results and stockholder value creation, with appropriate consideration of risk
	•	Foster a performance-based culture, where rewards are distributed based upon results-focused goals
	•	Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives
	•	Balanced compensation philosophy utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at-risk) incentives
	•	Implementation of a new performance-based restricted stock unit (“PSU”) program for our executives
	•	Commitment to our mission
Governance Practices	•	Independent compensation consultant who works exclusively for the compensation and leadership committee
	•	Robust stock ownership and holding requirements
	•	Annual advisory “Say-on-Pay” vote
	•	Clawback policies providing ability to recover incentive cash compensation and performance-based equity awards based on financial results that were subsequently restated
	•	No hedging or pledging of stock allowed

Date and Time:	The Annual Meeting will be held virtually through a live, interactive audio webcast on Wednesday, June 26, 2024 at 8:00 a.m. Pacific time. There will be no physical meeting location.
Access to the Audio Webcast of the Annual Meeting:	The live, interactive audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Pacific time. Online access will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the Annual Meeting prior to the start time.
Log in Instructions:	To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/OPRT2024. You will need your unique control number on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.
Submitting Questions for the Virtual Annual Meeting:	You may submit a question in advance of the meeting by visiting www.proxyvote.com. Once online access to the Annual Meeting is open, stockholders may submit questions, if any, on www.virtualshareholdermeeting.com/OPRT2024. To log-in to either site to submit a question, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints.
Voting Your Shares at the Virtual Annual Meeting:	You may vote your shares at the Annual Meeting even if you have previously submitted your vote. For instructions on how to do so, see the section below titled “Voting and Meeting Information-How do I vote?”
Meeting Agenda:	1)	To elect each of the three Class II directors nominated by our board of directors (the “Board”) and named in this proxy statement to serve for a three-year term until our 2027 annual meeting of stockholders.
	2)	To approve an amendment to our Certificate of Incorporation to eliminate supermajority voting provisions.
	3)	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024.
	4)	To approve, on an advisory basis, Oportun’s named executive officer (“NEO”) compensation, as described in the proxy materials.
	5)	To conduct any other business properly brought before the Annual Meeting.
Record Date:	The record date for the Annual Meeting is May 7, 2024 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting.
Mailing Date:	We expect to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report on or about . The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.

			Page
Voting and Meeting Information			1
Proposal No. 1 Election of Directors			8
Proposal No. 2 Approval of an Amendment to our Certificate of Incorporation			9
Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm			10
Principal Accountant Fees and Services			11
Proposal No. 4 Advisory Vote on Executive Compensation			12
Directors, Executive Officers and Corporate Governance			13
Board of Directors Biographies			27
Non-Employee Director Compensation			30
Report of the Audit and Risk Committee			34
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters			35
Executive Officer Biographies			38
Executive Compensation			39
Report of the Compensation and Leadership Committee			61
Certain Relationships and Related Transactions			65
Other Matters			68
Appendix A - Reconciliation of Non-GAAP Financial Measures			69
Appendix B - Amended and Restated Certificate of Incorporation			71

Proposal and Description		Vote Required	Effect of Broker Non-Votes	Effect of Abstentions
1 —	Election of three Class II directors	Nominees who receive “For” votes exceeding the number of votes cast “Against” will be elected	No Effect	No Effect
2 —	Approval of an amendment to our Certificate of Incorporation to eliminate supermajority voting provisions	“For” votes from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors	Counts Against	Counts Against
3 —	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024	“For” votes from the holders of a majority of the voting power present in person, by remote communication (if applicable), or represented by a proxy at the meeting and entitled to vote on the subject matter	No Effect⁽¹⁾	Counts Against
4 —	Approval, on an advisory non-binding basis, of our named executive officer compensation, as described in this proxy statement	“For” votes from the holders of a majority of the voting power present in person, by remote communication (if applicable), or represented by a proxy at the meeting and entitled to vote on the subject matter	No Effect	Counts Against

	Year Ended December 31,
	2023	2022
Audit Fees⁽¹⁾	$2,361,346	$2,492,625
Audit-Related Fees⁽²⁾	441,260	810,500
Tax Fees⁽³⁾	387,972	748,751
Total Fees	$3,190,578	$4,051,876

	Governance Highlights
	• Single class of shares with equal voting rights • Strong and active Lead Independent Director • Independent Board - 9 out of 10 directors are independent • Each standing committee is comprised entirely of independent directors • Each director attended at least 75% of board and committee meetings • Stock ownership requirements for current Section 16 officers and directors • Clawback policies for certain current and former officers	• Executive sessions of independent directors are held at every quarterly Board meeting • Annual Board and committee evaluation processes • Robust risk oversight by full Board and committees • Annual “Say-on-Pay” advisory votes • Company policies prohibit short sales, transactions in derivatives and hedging of Company securities by directors, officers and employees • Annual review of Code of Business Conduct, committee charters and corporate governance policies

	Audit and Risk Committee
	Sandra A. Smith (Chair)+ Mohit Daswani+ Louis Miramontes+ Scott Parker+ R. Neil Williams+ Audit and Risk Committee Report page 34 Since November 2023 +Financial Expert			Primary responsibilities: • Oversee the integrity of Oportun’s financial statements and Oportun’s accounting and financial reporting process (both internal and external) and financial statement audits; • Oversee the qualifications and independence of the independent auditor; • Oversee the performance of Oportun’s internal audit function and independent auditors; • Oversee finance matters; • Review and approve related-person transactions; • Oversee enterprise risk management; privacy and data security; and the auditing, accounting, and financial reporting process generally; and • Oversee Oportun’s systems of internal controls, including the internal audit function. Our Board has determined that Mr. Daswani, Mr. Miramontes, Mr. Parker, Ms. Smith and Mr. Williams each qualifies as an “audit committee financial expert” as that term is defined under the SEC, and possesses financial sophistication, as defined under the Nasdaq listing standards.

	Compensation and Leadership Committee
	Roy Banks (Chair)* Mohit Daswani Ginny Lee Louis Miramontes Scott Parker Compensation and Leadership Committee Report page 61 *Since June 2023			Primary responsibilities: • Oversee human resources, compensation and employee benefits programs, policies, and plans; • Review and advise on management succession planning and executive organizational development; • Review and approve the compensatory arrangements with our executive officers and other senior management; • Approve the compensation program for Board members; • Assist the Board in its oversight of management’s strategies, policies, and practices relating to Oportun’s people and teams; and • Oversee Oportun’s policies and strategies relating to culture and human capital management, including diversity, equity, inclusion and belonging (DEIB). For a description of the compensation and leadership committee’s processes and procedures, including the roles of its independent compensation consultant and the CEO in support of the committee’s decision-making process, see the section entitled “Executive Compensation” beginning on page 39.

	Credit Risk and Finance Committee
	R. Neil Williams (Chair)* Jo Ann Barefoot Carlos Minetti Sandra A. Smith *Since November 2023			Primary responsibilities: • Review the quality of our credit portfolio and the trends affecting that portfolio through the review of selected measures of credit quality and trends; • Oversee credit and pricing risk and monitors policy administration and compliance; • Monitor projected compliance with the covenants and restrictions arising under our financial obligations and commitments; • Assess funding acquisitions, borrowing and lending strategy; and • Review potential financial transactions and commitments, including equity and debt financings, capital expenditures, and financing arrangements.

	Nominating, Governance and Social Responsibility Committee
	Ginny Lee (Chair)* Roy Banks Jo Ann Barefoot Carlos Minetti *Since November 2022			Primary Responsibilities: • Identify and recommend qualified candidates for election to the Board; • Oversee the composition, structure and size of the Board and its committees; • Oversee corporate governance policies and practices, including Oportun’s Code of Business Conduct; • Oversee Oportun’s strategies, policies, and practices relating to environmental, social and governance (ESG) matters, responsible lending practices, government relations, charitable contributions and community development, human rights and other social and public policy matters; and • Oversee the annual Board performance self-evaluation process.

Total number of directors	10
Gender identity	Female	Male
	3	7
Number of Directors who identify in Any of the Categories Below:
African American or Black	—	1
Alaskan Native or Native American	—	—
Asian	1	1
Hispanic or Latinx	—	3
Native Hawaiian or Pacific Islander	—	—
White	2	1
Two or More Races or Ethnicities	—	—
LGBTQ+	—	—
Did Not Disclose	—	1

Board of Directors		Management
Nominating, Governance and Social Responsibility Committee	Compensation and Leadership Committee	• Executive Management Team • Sustainability Task Force • Employee resource groups with Executive Sponsors
Oversees our ESG strategy, activity, and programs, as well as advising on engagement with external stakeholders.	Oversees our policies and strategies relating to culture and human capital management, including DEIB.

			Using less paper Processed 98% of our loan applications electronically thereby avoiding unnecessary paper waste.
			Saving trees Our Standard Personal Loan contract consists, on average, of 36 pages, reducing the use of 16,216,596 pieces of paper and saving approximately 1,946 trees.
			Increasing energy efficiency Maintained LED lighting and dimming features to reduce energy consumption in our San Carlos headquarters and Frisco office.

Name	Age	Class	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominees for Director
Ginny Lee⁽³⁾⁽⁴⁾	57	II	Director	2021	2024	2027
Louis P. Miramontes⁽¹⁾⁽³⁾	69	II	Director	2014	2024	2027
Richard Tambor	62	II	N/A⁽⁶⁾	N/A	N/A	2027
Continuing Directors
Jo Ann Barefoot⁽²⁾⁽⁴⁾	74	I	Director	2016	2026	—
Mohit Daswani⁽¹⁾⁽³⁾	49	I	Director	2024	2026	—
Sandra A. Smith⁽¹⁾⁽²⁾	53	I	Director	2021	2026	—
Carlos Minetti⁽²⁾⁽⁴⁾	61	III	Director	2024	2025	—
Scott Parker⁽¹⁾⁽³⁾	56	III	Director	2024	2025	—
Raul Vazquez	52	III	Director and Chief Executive Officer	2012	2025	—
R. Neil Williams ^(1)(2)(5)	71	III	Director	2017	2025	—
Non-Continuing Director
Roy Banks^(3)(4)(7)	57	II	Director	2021	2024	—

	Position			Annual Cash Retainer ($)
	Board member			40,000
	Lead Independent Director			25,000
	Audit and risk committee chair			20,000
	Audit and risk committee member			10,000
	Other committee chair			15,000
	Other committee member			7,500

Director	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾ ($)	Total ($)
Carl Pascarella⁽²⁾	70,712⁽³⁾	144,591	215,303
Roy Banks	57,744	115,674	173,418
Jo Ann Barefoot	57,500	115,674	173,174
Mohit Daswani⁽⁴⁾	—	—	—
Ginny Lee	62,500⁽⁵⁾	115,674	178,174
Louis P. Miramontes	57,500	115,674	173,174
Carlos Minetti⁽⁴⁾	—	—	—
Scott Parker⁽⁶⁾	—	—	—
Sandra A. Smith	65,387	115,674	181,061
David Strohm⁽⁷⁾	21,972⁽⁸⁾	—	21,972
Frederic Welts⁽⁷⁾	27,129⁽⁹⁾	—	27,129
R. Neil Williams	70,985⁽¹⁰⁾	115,674	186,659

Director	Stock Awards (#)	Stock Options (#)
Carl Pascarella⁽¹⁾	34,908⁽²⁾	—
Roy Banks	9,721	—
Jo Ann Barefoot	9,721	18,181
Mohit Daswani⁽³⁾	—	—
Ginny Lee	29,499⁽⁴⁾	—
Louis P. Miramontes	9,721	18,181
Carlos Minetti⁽³⁾	—	—
Scott Parker⁽⁵⁾	—	—
Sandra A. Smith	9,721	—
David Strohm⁽⁶⁾	19,917⁽⁷⁾	—
Frederic Welts⁽⁶⁾	14,079⁽⁸⁾	—
R. Neil Williams	40,834⁽⁹⁾	18,181

Name of Beneficial Owner	Number of Shares Beneficially Owned⁽¹⁾	Percentage of Shares Beneficially Owned
5% Stockholders:
Entities affiliated with Neuberger Berman⁽²⁾	4,193,453	10.5%
Entities affiliated with Findell Capital Management LLC⁽⁴⁾	2,944,600	8.3%
Entities affiliated with Institutional Venture Partners XIV, L.P.⁽³⁾	2,921,267	8.2%
Entities affiliated with Ellington⁽⁵⁾	2,484,149	7.0%
Directors and Named Executive Officers:
Raul Vazquez⁽⁶⁾	1,823,250	5.0%
Kathleen Layton⁽⁷⁾	64,487	*
Patrick Kirscht⁽⁸⁾	522,926	1.5%
Roy Banks⁽⁹⁾	35,962	*
Jo Ann Barefoot⁽¹⁰⁾	69,046	*
Mohit Daswani⁽¹¹⁾	7,818	*
Ginny Lee⁽¹²⁾	55,740	*
Carlos Minetti⁽¹³⁾	7,818	*
Lou Miramontes⁽¹⁴⁾	63,689	*
Scott Parker⁽¹⁵⁾	20,000	*
Sandra A. Smith⁽¹⁶⁾	50,865	*
Neil Williams⁽¹⁷⁾	95,299	*
All executive officers and directors as a group (13 persons)⁽¹⁸⁾	3,456,010	9.3%

	Primary Goals of our Executive Compensation Programs
	Consistent with our values, the primary goals of our executive compensation program are as follows:
	•			Attract, motivate and retain highly qualified and experienced executives who can execute our business plans in a fast-changing, competitive landscape.
	•			Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives.
	•			Align the long-term interests of our executive officers with those of our members and stockholders.

	Key 2023 Program Changes

	•			Adopted a new, enhanced long-term incentive program for our executive officers, which is intended to further align the interests of our executive officers with those of our stockholders, by granting both performance based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) to deliver annual long-term incentive compensation opportunities to our executives.

Executives	2022 Annual Base Salary ($)	2023 Annual Base Salary ($)⁽¹⁾	Change (%)
Raul Vazquez	700,000	595,000 ⁽²⁾	(15.0)
Kathleen Layton	341,318	375,000 ⁽³⁾	9.87
Patrick Kirscht	473,509	473,509	—

	2023 Target Annual Incentive Award Opportunity
	Target Award ($)	Percentage of Base Salary (%)
Raul Vazquez	700,000 ⁽¹⁾	100
Kathleen Layton	113,625 ⁽²⁾	65 ⁽³⁾
Patrick Kirscht	307,780	65

	Target Bonus ($)	Bonus Payout (% of Target)	Bonus Amount ($)	YoY Change (%)
Raul Vazquez	700,000 ⁽¹⁾	32.2	225,680	(43.0)
Kathleen Layton	113,625 ⁽²⁾	42.1	47,795 ⁽²⁾	N/A⁽³⁾
Patrick Kirscht	307,780	39.6	121,881	(51.9)

LTI Vehicle	Performance Period	Weighting
Performance-based Restricted Stock Units (PSUs)	A three-year performance period covering calendar years 2023 through 2025; three-year cliff vesting	Approximately 50% of total target award
Restricted Stock Units (RSUs)	N/A – Shares vest in three equal annual installments from the vesting commencement date of March 10, 2023, subject to continued employment	Approximately 50% of total target award

TSR Global	Percent That Become Eligible Units	Corresponding Average Closing Stock Prices
If Company TSR is achieved at . . .	. . . Then the percentage of the Target Number of Performance-Based Restricted Stock Units that become Eligible Units is:	The applicable average closing prices of our common stock for each of the twenty (20) trailing consecutive trading days ending with, and inclusive of, the measurement date would need to reach:
125% or greater	125%	$13.61
100%	100%	$12.10
75%	75%	$10.59
50%	50%	$9.08
25%	25%	$7.56
Less than 25%	0%	< $7.56

	PSU Outstanding	Weighted Average Grant-Date Fair Value ($)
Balance – January 1, 2023	—	—
Granted	327,668	1.33
Vested	—	—
Forfeited	—	—
Balance – December 31, 2023	327,668	1.33

	Position			Ownership Requirement
	CEO			6x annual base salary
	Other Section 16 officers			3x annual base salary
	Non-employee directors			5x annual cash retainer

	Year	Salary⁽¹⁾ ($)	Bonus ($)	Stock Awards⁽³⁾ ($)	Option Awards⁽³⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)	All Other Compensation⁽⁵⁾ ($)	Total ($)
Raul Vazquez⁽⁶⁾⁽⁷⁾ Chief Executive Officer	2023	687,885	—	746,007	—	225,680	34,963	1,694,535
	2022	683,836	—	2,650,738	875,005	525,000	31,345	4,765,924
	2021	591,917	—	875,019	875,010	745,440	31,999	3,119,385
Kathleen Layton⁽⁸⁾ Chief Legal Officer and Corporate Secretary	2023	356,216	95,175 ⁽²⁾	371,545	—	47,795	15,362	886,093
Patrick Kirscht Chief Credit Officer	2023	473,509	—	208,704	—	121,881	39,819	843,913
	2022	469,176	—	1,136,034	375,008	234,682	38,949	2,253,849
	2021	433,816	—	375,005	375,011	358,158	36,150	1,578,140

				Estimated Future Payouts Under Equity Incentive Plan Awards
	Type of Award	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards:⁽¹⁾ Target ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares or Units (#)	Grant Date Fair Value of Stock Awards⁽²⁾ ($)
Raul Vazquez	Annual incentive award	2/12/2024	700,000	—	—	—	—	—
	PSU	12/6/2023	—	44,090	176,361	220,451	—	234,560
	RSU	12/6/2023	—	—	—	—	176,361	511,447
Kathleen Layton	Annual incentive award	2/12/2024	113,625	—	—	—	—	—
	RSU	10/25/2023	—	—	—	—	18,700	100,419
	RSU	9/10/2023	—	—	—	—	36,102	271,126
Patrick Kirscht	Annual incentive award	2/12/2024	307,780	—	—	—	—	—
	PSU	12/6/2023	—	12,334	49,339	61,673	—	65,621
	RSU	12/6/2023	—	—	—	—	49,339	143,083

		Option Awards				Stock Awards
Name	Award Grant Date⁽¹⁾	Number of Securities Underlying Unexercised Options— Unexercisable⁽²⁾ (#)	Number of Securities Underlying Unexercised Options— Exercisable⁽³⁾ (#)	Option Exercise Price ($/sh)	Option Expiration Date	Number of Shares or Units That Have Not Vested (#)	Market Value of Shares or Units That Have Not Vested⁽⁵⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽⁵⁾ ($)
Raul Vazquez	9/10/2014	—	136,363	10.23	9/9/2024	—	—	—	—
	9/29/2015	—	3,741	26.73	9/28/2025	—	—	—	—
	11/30/2016	—	145,453	19.69	11/29/2026	—	—	—	—
	6/28/2019	—	140,551	18.04	6/27/2029	—	—	—	—
	3/10/2020 ⁽⁶⁾	12,088	181,276	19.00	3/9/2030	—	—	—	—
	3/10/2020	—	—	—	23,027 ⁽⁴⁾	90,036	—	—
	9/10/2020 ⁽⁷⁾	—	—	—	—	31,475 ⁽⁴⁾	123,067	—	—
	3/10/2021 ⁽⁶⁾	22,544	49,592	21.26	3/9/2031	—	—	—	—
	3/10/2021	—	—	—	—	20,579 ⁽⁴⁾	80,464	—	—
	3/25/2022	62,747	48,801	13.39	3/24/2032	—	—
	3/25/2022	—	—	—	—	148,473 ⁽⁴⁾	580,529	—	—
	12/6/2023	—	—	—	—	176,361 ⁽⁸⁾	689,572	—	—
	12/6/2023	—	—	—	—	—	—	44,090 ⁽⁹⁾	172,392
Kathleen Layton	12/21/2016	—	8,522	19.69	12/20/2026	—	—	—	—
	11/29/2017	—	4,022	24.86	11/28/2027	—	—	—	—
	3/29/2018	—	3,935	25.41	3/28/2028	—	—	—	—
	3/10/2020 ⁽⁶⁾	573	8,591	19.00	3/9/2030	—	—	—	—
	3/10/2020	—	—	—	—	1,092 ⁽⁴⁾	4,270	—	—
	9/10/2020	—	—	—	—	1,492 ⁽⁴⁾	5,834	—	—
	3/10/2021	—	—	—	—	1,671 ⁽⁴⁾	6,534	—	—
	3/10/2021 ⁽⁶⁾	1,831	4,026	21.26	3/9/2031	—	—	—	—
	3/10/2022	—	—	—	—	7,669 ⁽⁴⁾	29,986	—	—
	3/10/2022 ⁽⁶⁾	9,722	7,561	13.26	3/9/2032	—	—	—	—
	9/10/2023	—	—	—	—	3,6102 ⁽⁴⁾	141,159	—	—
	10/25/2023	—	—	—	—	18,700 ⁽⁴⁾	73,117	—	—
Patrick Kirscht	9/29/2014	—	36,363	10.23	9/28/2024	—	—	—	—
	9/29/2015	—	54,545	26.73	9/28/2025	—	—	—	—
	11/30/2016	—	45,453	19.69	11/29/2026	—	—	—	—
	6/28/2019	—	70,275	18.04	6/27/2029	—	—	—	—
	3/10/2020 ⁽⁶⁾	5,181	77,690	19.00	3/9/2030	—	—	—	—
	3/10/2020	—	—	—	—	9,869 ⁽⁴⁾	38,588	—	—
	9/10/2020 ⁽⁷⁾	—	—	—	—	13,490 ⁽⁴⁾	52,746	—	—
	3/10/2021 ⁽⁶⁾	9,662	21,254	21.26	3/9/2031	—	—	—	—
	3/10/2021	—	—	—	—	8,820 ⁽⁴⁾	34,486	—	—
	3/25/2022	26,892	20,915	13.39	3/24/2032	—	—	—	—
	3/25/2022	—	—	—	—	63,632 ⁽⁴⁾	248,801	—	—
	12/6/2023	—	—	—	—	49,339 ⁽⁸⁾	192,915	—	—
	12/6/2023	—	—	—	—	—	—	12,334 ⁽⁹⁾	48,226

Name	Change in Control⁽¹⁾⁽²⁾ ($)	Involuntary Termination Other than During Change in Control Period⁽²⁾⁽³⁾ ($)	Involuntary Termination During Change in Control Period⁽²⁾⁽³⁾ ($)
Raul Vazquez
Salary Severance⁽⁴⁾		1,050,000	1,050,000
Bonus Severance⁽⁴⁾		—	1,050,000
Continuation of Health Insurance Benefits		27,081	27,081
Accelerated Vesting of Equity Awards	689,572	676,696	2,253,239
Total	689,572	1,753,777	4,380,320
Kathleen Layton
Salary Severance	—	375,000	375,000
Bonus Severance	—	—	113,625
Continuation of Health Insurance Benefits	—	—	—
Accelerated Vesting of Equity Awards	—	—	260,899
Total	—	375,000	749,524
Patrick Kirscht
Salary Severance	—	473,508	473,508
Bonus Severance	—	—	307,780
Continuation of Health Insurance Benefits	—	23,248	23,248
Accelerated Vesting of Equity Awards	192,215	—	760,452
Total	192,215	496,756	1,564,988

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units and Rights (#)	Weighted Average Exercise Price of Outstanding Options⁽¹⁾ ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (#)
Equity compensation plans approved by security holders
2019 Equity Incentive Plan⁽²⁾	5,007,959	17.08	3,192,145
2015 Stock Option / Stock Issuance Plan	1,174,403	20.41	—
2005 Stock Option / Stock Issuance Plan	324,379	14.82	—
2019 Employee Stock Purchase Plan⁽³⁾	—	—	1,926,598
Equity compensation plans not approved by security holders
2021 Inducement Equity Incentive Plan	421,954		518,558
Total	6,928,695		5,637,301

Year	Summary Compensation Table Total for PEO⁽¹⁾	Compensation Actually Paid to PEO⁽²⁾	Average Summary Compensation Table Total for non-PEO NEOs⁽³⁾	Average Compensation Actually Paid to non-PEO NEOs⁽⁴⁾	Value of Initial Fixed $100 Investment Based on Company Total Stockholder Return⁽⁵⁾	Net Income (millions)⁽⁶⁾
2023	$1,694,535	$1,591,853	$865,003	$723,769	$20.19	$(180.0)
2022	$4,765,924	$(2,800,770)	$1,998,769	$(902,860)	$28.45	$ (77.7)
2021	$ 3,119,385	$3,733,111	$ 1,449,893	$ 1,683,680	$ 104.54	$47.4

Fiscal Year	2021	2022	2023
SCT Total for PEO	$3,119,385	$4,765,924	$1,694,535
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$(1,750,029)	$(3,525,743)	$(746,007)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$1,628,524	$1,330,204	$1,076,900
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$202,733	$(3,390,451)	$(415,995)
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$0	$0	$0
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year	$532,498	$(1,980,704)	$(17,580)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$0	$0	$0
Compensation Actually Paid	$3,733,111	$(2,800,770)	$1,591,853

	Year Ended December 31,
Adjusted EBITDA (in thousands)	2023	2022
Net income (loss)	$(179,951)	$(77,744)
Adjustments:
Income tax expense (benefit)	(73,702)	2,458
Interest on corporate financing	37,684	5,987
Depreciation and amortization	42,978	35,182
Stock-based compensation expense	17,997	27,620
Workforce optimization expenses	22,485	1,882
Acquisition and integration related expenses	27,640	29,682
Origination fees for loans receivable at fair value, net	(18,536)	(26,845)
Other non-recurring charges⁽¹⁾	15,524	111,222
Fair value mark-to-market adjustment	109,548	(119,711)
Adjusted EBITDA	$1,667	$(10,267)