UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Oportun Financial Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of the Filing Fee (Check the appropriate box):

April 28, 20202021

Dear Oportun Stockholder:

I am pleased to invite you to attend the 20202021 Annual Meeting of Stockholders (the(and any postponement, adjournment or delay thereof, the “Annual Meeting”) of Oportun Financial CorporationCorporation. (“Oportun” or the “Company”) on Wednesday,Tuesday, June 3, 2020,8, 2021, beginning at 8:00 a.m. Pacific time. The Annual Meeting will be conducted as a virtual meeting of stockholders by means ofheld virtually via a live interactive audio webcast. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders and supportwebcast on the health of our stockholders and employees given the public health impact of the COVID-19 pandemic. There is no in-person meeting for you to attend. The format of this year’s Annual Meeting ensures that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.internet. You will be able to attendvote and submit your questions during the Annual Meeting by visitingmeeting at www.virtualshareholdermeeting.com/OPRT2020. The stockholders question and answer session at the Annual Meeting will include questions submitted both live and in advance.OPRT2021.

Your vote is very important. Regardless of whether you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy over the internet, by telephone or, if you received paper copies of the proxy statement by mail, you may also vote by mail by following the instructions on theyour proxy card. The attached proxy statement contains details of the business to be conducted at the Annual Meeting and additional information on how to vote.

On behalf of the board of directors, I would like to express our appreciation for your ongoing support of Oportun and our mission to provide inclusive, affordable financial services.

Sincerely,

Raul Vazquez

Chief Executive Officer

Oportun Financial Corporation

2 Circle Star Way

San Carlos, California 94070

Notice of the 20202021 Annual Meeting of Stockholders

Table of Contents

Voting and Meeting Information

The information provided in this “Voting and Meeting Information” section is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website addressed in this proxy statement are inactive textual references only.

Why am I receiving these materials?

Our board of directors is providing this proxy statement and the enclosed proxy card to you in connection with our board of directors’ solicitation of proxies for use at Oportun’s Annual Meeting, which will take place on June 3, 2020.8, 2021. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

We expect to mail this proxy statement and the enclosed proxy card and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2021 (the “Annual Report”), on or about April 28, 20202021 to all stockholders of record entitled to vote at the meeting.Annual Meeting.

What is included in these materials?

These materials include:

Why are we holding a virtual Annual Meeting?

The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live interactive audio webcast. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders and support the health of our stockholders and employees given by the emerging public health impact of the COVID-19 pandemic. The virtual Annual Meeting will allow our stockholders to ask questions and to vote.

How do I attend and participate in the Annual Meeting?

The meetingAnnual Meeting will be held at 8:00 a.m. Pacific time on June 3, 20208, 2021 atwww.virtualshareholdermeeting.com/OPRT2020.OPRT2021. We encourage you to access the virtual meeting websiteAnnual Meeting prior to the start time. Online access to the live, interactive audio webcast will open approximately 15 minutes prior to the start of the meeting,Annual Meeting, and you should allow ample time to ensure your ability to access the meeting.Annual Meeting.

The stockholders’ question and answer session will include questions submitted in advance of, and questions submitted live, during the Annual Meeting. You may submit a question in advance of the meeting by visitingwww.proxyvote.com. www.proxyvote.com. You may submit a question at any time during the meetingAnnual Meeting by visitingwww.virtualshareholdermeeting.com/OPRT2020.OPRT2021. 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 meetingthe Annual Meeting matters will be answered during the meeting,Annual Meeting, subject to time constraints.

What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time,website, please call 800-586-1548 (domestic) or 303-562-9288 (international) for assistance.

You may vote your shares by proxy in any of the following three ways:

law. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting for the transaction of any business. If a quorum is established, each stockholder entitled to vote at the Annual Meeting will be entitled to one vote, virtually or by proxy, for each share of stock entitled to vote held by such stockholder on the record date, April 15, 2020.2021. On the record date, there were 27,143,79727,979,798 shares of common stock outstanding and entitled to vote. To have a quorum the holders of shares representing an aggregate of 13,571,89913,989,900 votes must be present virtually or be represented by proxy at the Annual Meeting. Proxies received

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or BankOther Nominee

If you are a beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other nominee will determine if it has discretiononly be able to vote on each matter. Brokers do not have discretion to vote onnon-routine matters.our only routine matter, Proposal 2, ratification of Deloitte and Touche LLP, as our independent registered accounting firm for the year ending December 31, 2021. In the absence of timely directions, your shares will be treated as a brokernon-vote on Proposals 1 and 3, the election of two Class II directors and the advisory vote on the compensation of our named executive officers, respectively, as described above in the section “What happens if I do not vote?”

When are stockholder proposals due for next year’s annual meeting?meeting of stockholders?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials.

Stockholder proposals submitted pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intended to be presented at the 20212022 annual meeting of stockholders must be received by us not later than December 29, 20202021 in order to be considered for inclusion in our proxy materials for that meeting.

Requirements for stockholder proposals to be brought before an annual meeting.

Our amended and restated bylaws provide that, for stockholder director nominations or other proposals to be considered at an annual meeting but not included in our proxy statement, the stockholder must give timely notice thereof in writing to our Corporate Secretary at Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070. To be timely for the 20212022 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between February 3, 20218, 2022 and March 5, 2021.10, 2022. A stockholder’s notice to the Corporate Secretary must also set forth the information required by our amended and restated bylaws.

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained on our investor relations website at(https:http://investor.oportun.com/corporate-governance/governance-overview).

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies.proxies for the Annual Meeting. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies.

What is “householding” and how can I obtain an additional copy of the proxy statement?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

We are sending only one set of Annual Meeting materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Annual Meeting materials at your address and would like to request “householding” of your communications, please contact your broker. Once you have elected “householding” of your communications, “householding” will continue until you are notified otherwise or until you revoke your consent.

Stockholders of record who would like to receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy statement and annual report, you may contact Broadridge as follows:

Broadridge Householding Department

51 Mercedes Way

Edgewood, New York 11717

(866)540-7095

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

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Proposal No. 1 — Election of Directors

Our board of directors has nominated Jo Ann BarefootMs. Alvarez and David StrohmMr. Miramontes for election as Class III directors at the Annual Meeting. Ms. BarefootAlvarez and Mr. StrohmMiramontes are currently directors of the Company. For information concerning the nominees, see “Board of DirectorDirectors Biographies.”

Our board of directors is currently composed of seven members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. This classification of our board of directors may have the effect of delaying or preventing changes in control of the Company. Our directors are divided into the three classes as follows:

We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the board of directors, or the board of directors may reduce the number of directors that constitute our board of directors.

Vote Required

The election of Class III directors requires a plurality vote of the shares of our common stock present in person or by proxy and entitled to vote at the Annual Meeting and entitled to vote thereonon the proposal to be approved. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Brokernon-votes will have no effect on this proposal. As a result, any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. Unless you direct otherwise through your proxy voting instructions, the persons named as proxiesproxyholders will vote all proxies received “FOR”“For” the election of each nominee.Ms. Alvarez and Mr. Miramontes.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TWO DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASS III DIRECTORS TO SERVE FOR A THREE-YEAR TERM.

Proposal No. 2 — Ratification of the Selection of Independent Registered Public Accounting Firm

Our audit and risk committee has selected Deloitte & Touche LLP, as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2020.2021. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2010. The audit and risk committee reviews the performance of the independent registered public accounting firm annually.

At the Annual Meeting, stockholders are being asked to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020.2021. Stockholder ratification of the selectionappointment of Deloitte & Touche LLP is not required by our amended and restated bylaws or other applicable legal requirements. However, our board of directors is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate governance. In the event that this selection is not ratified by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting, and entitled to vote, such selection will be reconsidered by our audit and risk committee. Even if the selection is ratified, our audit and risk committee, in its sole discretion, may select another independent registered public accounting firm at any time during the year ending December 31, 20202021 if the committee believes that such a change would be in the best interests of Oportun and its stockholders. A representative of Deloitte & Touche LLP is expected to be present during the meeting,Annual Meeting, where he or she will be available to respond to appropriate questions from stockholders and, if he or she desires, to make a statement.

Vote Required

The ratification of the selection of Deloitte & Touche LLP requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote at the Annual Meeting and entitled to vote thereon.on the proposal. Abstentions will have the effect of a vote AGAINST the proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.2021.

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Principal Accounting Fees and Services

The following table reflects the aggregate fees for audit and other services provided by Deloitte & Touche LLP for the years ended December 31, 20192020 and 2018:2019:

Audit and Risk Committee Oversight of Independence andPre-Approval Policy

At least annually, consistent with the applicable SEC and Public Company Accounting Oversight Board (“PCAOB”) rules, the audit and risk committee receives and reviews written disclosures from our independent registered public accounting firm, Deloitte & Touche LLP, delineating all relationships between them, or their affiliates, and the Company, or persons in financial oversight roles at the Company, that may reasonably be thought to bear on independence. The audit and risk committee considers and discusses with Deloitte & Touche LLP any potential effects of any such relationships on their independence as well as any compensation or services that could affect the their objectivity and independence.

As part of the audit and risk committee’s oversight of independence, the committee determines and approves engagements of Deloitte & Touche LLP to perform any proposed permissiblenon-audit services, including the scope of the service and the compensation to be paid, prior to the commencement of such engagements. All of the services provided by Deloitte & Touche LLP for the years ended December 31, 20192020 and 20182019 described above werepre-approved by the audit and risk committee. Our audit and risk committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.

Proposal No. 3 — Advisory Non-binding Vote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an annual advisory non-binding vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes ““Executive Compensation,” the compensation tables, and the narrative disclosures that accompany the compensation tables (a“say-on-pay” vote). We encourage stockholders to read ““Executive Compensation,” beginning on page 3024 of this proxy statement, which describes the details of our executive compensation program and the decisions made by the compensation and leadership committee in 2019.2020. Our board of directors and compensation and leadership committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

Accordingly, we are asking our stockholders to vote “FOR” the following resolution:

RESOLVED, that the stockholders hereby approve, on an advisorynon-binding basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, pursuant to the compensation disclosure rules of the SEC, including in the “Executive Compensation section,,” the compensation tables and the narrative discussions that accompany the compensation tables.

Vote Required

The approval of this advisorynon-binding proposal requires the majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon.at the Annual Meeting. Abstentions will have the effect of a vote AGAINST this proposal and brokernon-votes will have no effect on this proposal.

As an advisory vote, thisthe proposal is not binding on our management team, our board of directors and our compensation and leadership committee. However, the compensation and leadership committee and our board of directors value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of thethis vote when making future executive compensation decisions regarding named executive officers.decisions.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORYNON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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Directors, Executive Officers, and Corporate Governance

Oportun is strongly committed to good corporate governance practices, which we established to serve the best interests of the Company and its stockholders. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives. Our board of directors is currently comprised of seven members, divided into three classes with staggered three-year terms. Six of our seven directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Our board of directors consists of a diverse group of highly qualified leaders in their respective fields. The board of directors and the nominating, governance and social responsibility committee believe the skills, qualities, attributes and experience of our directors provide Oportun with business acumen and a diverse range of perspectives to engage each other and management to carefully address Oportun’s evolving needs and represent the best interests of Oportun stockholders.

Director Independence

The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Additionally, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. In order to be considered independence for purposes of Rule 10C-1, a member of the compensation committee of a listed company may not, other than in his or her capacity as a member of the compensation committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Ms. Alvarez, Ms. Barefoot, Mr. Miramontes, Mr. Pascarella, Mr. Strohm, and Mr. Williams, representing six of our seven directors, are “independent directors” as defined under the applicable listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit and risk committee, compensation and leadership committee, and nominating, governance and social responsibility committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Mr. Pascarella currently serves as our Lead Independent Director.Director and we do not have a Chairman of our board of directors. Although not required, we have separated the roles of our Chief Executive Officer (“CEO”) and Lead Independent Director. The CEO is responsible for theday-to-day leadership, management, direction and performance of the Company, while the Lead Independent Director is responsible for coordinating the activities of the independent directors, including:

Board Committees

Our board of directors has established an audit and risk committee, a compensation and leadership committee, a credit risk and finance committee and a nominating, governance and social responsibility committee. Our board of directors may establish other committees to facilitate the oversight of our business. The composition and functions of each committee are described below. Each of the committees operates pursuant to a written charter, available on our investor relations website at(https:http://investor.oportun.com/corporate-governance/governance-overview). The following table provides the current membership (M) and chairmanship (C) information for each standing committee. Members serve on these committees until their resignation or until otherwise determined by our board of directors. The following is our committee composition as of December 31, 2019:

Compensation and Leadership Committee

Our compensation and leadership committee, consists of Ms. Alvarez, Mr. Pascarella, and Mr. Strohm. The chair of our compensation and leadership committee is Mr. Strohm.

Our compensation and leadership committee met four times during our last fiscal year. The primary purpose of our compensation and leadership committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of our compensation and leadership committee include:

was appointed chair of the credit risk and finance committee and Mr. Williams continues to serve as a member. Our credit risk and finance committee met five times during our last fiscal year. Specific responsibilities of our credit risk and finance committee include:

Nominating, Governance and Social Responsibility Committee

Our nominating, governance and social responsibility committee consists of Ms. Alvarez, Mr. Miramontes and Mr. Strohm. The chair of our nominating, governance and social responsibility committee is Ms. Alvarez. Our nominating, governance and social responsibility committee met four times during our last fiscal year. Specific responsibilities of our nominating, governance and social responsibility committee include:

policy with regard to the consideration ofregarding diversity in identifying director nominees.nominees, we are committed to actively seeking out highly qualified women and individuals from underrepresented minority groups to include in the pool from which the nominees for the board of directors are chosen. The nominating, governance and social responsibility committee considers the skills, expertise and background of director nominees. The nominating, governance and social responsibility committee seeks director nominees that would complement and enhance the effectiveness of the existing board of directors and ensure that its members are appropriately diverse and consists of membersdivers with various and relevant backgrounds, skills, knowledge, perspectives and experiences. The nominating, governance and social responsibility committee is committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which the nominees for the board of directors are chosen.

Nomination to our Board of Directors

The Company’s Corporate Secretary shall be notified by ourOur board of directors has delegated to our nominating, governance and social responsibility committee the responsibility of all persons proposedidentifying suitable candidates to serve as potential candidates for nominationnominate to our board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of directors.the policies and principles in our corporate governance guidelines, the committee’s charter and applicable laws. The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of the board of directors from time to time. As a result, there is no specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet legal, regulatory and Nasdaq listing requirements and the provisions of our organizational documents and committee charters. For nominations of potential candidates made other than by our board of directors, the stockholder or other person making such nomination shall comply with Oportun’s amended and restated bylaws, including without limitation, submission of the information or other materials required with respect to proposed nominees. Each potential candidate must provide a list of references and agree (i) to be interviewed by the nominating, governance and social responsibility committee or other directors in their discretion, and (ii) to the conduct by Oportunthe Company of a background check or other review of the qualifications of a proposed nominee. Prior to nomination of any candidate by our board of directors, each member of our board of directors shall be provided the opportunity to meet with a candidate. Any candidate nominated shall upon request agree in writing to comply with Oportun’s Corporate Governance Guidelines and all other Oportun policies and procedures applicable to members of our board of directors.

The nominating, governance and social responsibility committee will consider director candidates recommended by Oportunour stockholders. The nominating, governance and social responsibility committee does not intend to alter the manner in which it evaluates a candidate for nomination to our board of directors based on whether or not the candidate was recommended by a Oportun stockholder.

Oportun stockholders who wish to recommend individuals for consideration by the nominating, governance and social responsibility committee to become nominees for election to our board of directors at an annual meeting of stockholders must do so in accordance with the procedures as set forth in Section 5 of Oportun’s amended and restated bylaws.

Director Qualifications

Our board of directors will determine the appropriate characteristics, skills and experience for our board of directors as a whole and for its individual members. Our board of directors considers recommendations for nominees from the nominating, governance and social responsibility committee. Our board of directors will consider the minimum general criteria set forth below, and may add additional criteria in specific searches to select candidates and existing directors for service on our board of directors. An acceptable candidate may not fully satisfy all of the criteria, but is expected to satisfy nearly all of them. Our board of directors believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, as well as having the highest personal integrity and ethics.

conducting this assessment, our board of directors considers diversity, skills, and such other factors as it deems appropriate given the current needs of our board of directors and the Company to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, our board of directors reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our board of directors will also determine whether the potential candidates satisfy the independence requirements of any stock exchange on which any of Oportun’sthe Company’s capital stock is listed.

Stockholder Communications with our Board of Directors

Stockholders of the Company wishing to communicate with our board of directors or an individual director may send a written communication to our board of directors or such director c/o Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070 Attn: Corporate Secretary. Written communications may be submitted anonymously or confidentially and may, at the discretion of the person submitting the communication, indicate whether the person is a stockholder or other interested party. Alternatively, stockholders may submit communications to our board of directors as a group through our investor relations website athttps://investor.oportun.com/contact.

Oportun’sThe Company’s Corporate Secretary will review each communication to determine whether it is appropriate for presentation to our board of directors or such director. Examples of inappropriate communications include product complaints, product inquiries, new product suggestions, resumes or job inquiries, surveys, solicitations or advertisements, or hostile communications.

Communications determined by the Corporate Secretary to be appropriate for presentation to our board of directors or such director will be submitted to our board of directors or such director on a periodic basis. Communications determined by the Corporate Secretary to be inappropriate for presentation will still be made available to anynon-management director upon such director’s request.

Code of Conduct and Corporate Governance Guidelines

Our board of directors has adopted a Code of Business Conduct and Corporate Governance Guidelines that apply to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Business Conduct and Corporate Governance Guidelines are available on our investor relations website at(https:http://investor.oportun.com/corporate-governance/governance-overview). We intend to disclose any amendments to the code of business conduct, or any waivers of its requirements, on our website to the extent required by the applicable rules and stock exchange requirements.

Corporate Responsibility and Sustainability at Oportun

Our governance framework and leadership commitment to our environmental, social, and governance (ESG) strategy are key to our success, driving company oversight, accountability, ethical actions, and transparency to our stakeholders and the broader public. Our approach to the management and oversight of our ESG priorities aligns with our mission and values. Our ESG strategy benefits from the engagement of Oportun’s diverse and independent board of directors. Our senior management team provides regular, in-depth business and strategy updates to the board of directors, who provide oversight, advice, and counsel on our business, policies, and strategies.

In April 2021, we published our first Corporate Responsibility and Sustainability Report that outlines our priorities around social impact, environmental performance, and governance, and highlights the resources we have invested in giving back to the communities that enable us to thrive as a mission-driven organization. As part

of our commitment to continuous improvement, we expect to build on ESG content and analysis in future iterations of this report. We encourage you to review our most recent Corporate Responsibility and Sustainability Report (located on our website at https://oportun.com/about/servingcommunities/) for more detailed information. Nothing on our website, including our Corporate Responsibility and Sustainability Report or sections thereof, shall be deemed incorporated by reference into this proxy statement. Below are key focus areas of our ESG strategy and descriptions of recent progress:

Environmental

We are taking, and will continue to take, steps to reduce our own environmental footprint. Oportun recognizes that a sustainable healthy planet is critical to ensuring the long-term success of our business and the well-being of the communities we serve. To that end, we leverage our position as a financial services company to promote more sustainable and responsible business practices. In partnership with the Environmental Defense Fund (EDF) and other organizations, we have assessed our environmental impact and developed sustainability initiatives, beginning with our corporate travel, practices, and offices.

Social Impact

Creating a lasting and positive social impact is an intentional output of the mission and values that guide what we do at Oportun. Our focus on social responsibility is in service to the overall well-being of our team members, customers, and communities. Financial health and economic equity advance the causes of fundamental human rights, and our commitment to making a positive social impact in this area is core to the success of our business. Since our inception in 2005, we have extended over $10 billion in affordable and responsible credit to individuals in predominantly low-and middle-income communities. In that time, we have saved our customers

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more than $1.8 billion in interest and fees versus the other credit products typically available in low-and middle-income neighborhoods. In addition, we have helped put more than 890,000 people on a path toward financial inclusion by helping them start building a credit history.

Since 2016, Oportun has given at least 1% of its pretax income—totaling over $2.6 million—through charitable contributions to nonprofit organizations and schools, investing a portion of earnings back into the communities we serve. These are Oportun’s three charitable focus areas:

Across all our focus areas, we prioritize partnerships and nonprofit organizations serving traditionally underserved communities and people of color. We have taken steps to implement meaningful actions and continue to challenge ourselves to improve upon key areas in our business where we can advance social justice and economic equity. In response to the COVID-19 pandemic, we have provided assistance to impacted customers, communities, and team members. In 2020, we committed $250,000 in donations to directly address the pandemic, including:

Diversity and Inclusion

We actively foster a diverse, equitable, and inclusive work environment. The Oportun team reflects the communities where we live and serve our customers, and all team members are treated equitably, fairly, and with respect. At Oportun, everyone is valued for their unique experience and all should feel that they belong. The vast majority of Oportun employees identify as people of color or women and the majority of each level of Oportun’s leadership team identifies as either women or people of color. Leadership is defined as Directors, Senior Directors, Vice Presidents and above, inclusive of the Board of Directors. People of color is defined using the self-reported EEOC classifications of Black or African American, Hispanic or Latino, Asian, American Indian/Alaskan Native, Native Hawaiian or Other Pacific Islander, and Two or More Races.

We continue to invest significant time and effort toward executing diversity and inclusion best practices across Oportun. In 2020, we launched a global Diversity, Equity, Inclusion, and Belonging (DEIB) initiative to actively assess and build on the progress we have made as an organization, including establishing a DEIB council comprising a representative group of employees. In 2020, our team members organized and launched three employee resource groups to support diversity initiatives that are each supported by senior Oportun leaders. Three additional groups have already launched in 2021.

We’re proud of the caring, collaborative, and results-oriented culture that we’ve built together. At its center is a deep-seated connection to our mission to serve those who are left out of the financial mainstream. We value and reward the role each of our team members play in serving our customers, uplifting our communities, and fulfilling our mission. Some highlights in 2020 include:

Role of our Board in Risk Oversight

The audit and risk committee and the credit risk and finance committee of our board of directors are primarily responsible for overseeing our risk management processes on behalf of our board of directors. The audit and risk committee and the credit risk and finance committee receive reports from management and our internal risk committees on at least a quarterly basis regarding our assessment of risks. In addition, each of the audit and risk committee and the credit risk and finance committee reports regularly to our board of directors,

Board of DirectorDirectors Biographies

The following is biographical and certain other information for each of our directors who are nominated for election to our board of directors and for our continuing directors as of March 31, 2020:2021:

Director Nominees for

The Honorable Aida M. Alvarez has served as a member of our board of directors since August 2011. In addition to serving on our board of directors, Ms. Alvarez has served as member of the board of directors of Fastly Inc. since 2019, HP Inc. since 2016 and K12 Inc. since 2017. Ms. Alvarez was the former Administrator of the U.S. Small Business Administration and was a member of President Clinton’s Cabinet from 1997 to 2001. From 1993 to 1997, Ms. Alvarez was the founding Director of the Office of Federal Housing Enterprise Oversight. Prior to 1993, she was a vice president in public finance at First Boston Corporation, an investment bank, and Bear Stearns & Co., Inc., an investment bank. She also previously served on the board of directors of Walmart Inc., Zoosk, Inc., PacifiCare Health Systems, Union Bank, N.A. and UnionBanCal Corporation. Ms. Alvarez received a B.A. in English literature from Harvard College, as well as honorary doctorates from Bethany College, Iona College, Mercy College and the Inter-American University of Puerto Rico. Ms. Alvarez was elected to serve on the Harvard Board of Overseers. We believe Ms. Alvarez’s extensive experience in government and public service, investment banking and finance, and her knowledge of the Company enables her to make valuable contributions to our board of directors.

Louis P. Miramontes has served as a member of our board of directors since October 2014. Mr. Miramontes is a CPA and financial executive. He was a senior partner at KPMG LLP, a public accounting firm, from 1986 to September 2014, where he served in leadership functions, including Managing Partner of the KPMG San Francisco office and Senior Partner KPMG’s Latin American Region. Mr. Miramontes was also an audit partner directly involved with providing audit services to public and private companies, which included working with client boards of directors and audit committees regarding financial reporting, auditing matters, SEC compliance and Sarbanes-Oxley regulations. Mr. Miramontes currently serves on the board of directors of Lithia Motors, Inc., and Rite Aid Corporation. Mr. Miramontes received a B.S. in Business Administration from California State University, East Bay, and he is a Certified Public Accountant in the State of California. We believe Mr. Miramontes is qualified to serve on our board of directors due to his professional experience and deep audit and financial reporting expertise.

Continuing Directors

Jo Ann Barefoothas served as a member of our board of directors since October 2016. Ms. Barefoot is the founder and CEO of Alliance for Innovative Regulation (formerly known as Barefoot Innovation Group)Group and has been the CEO since April 2012. She serves on the fintech advisory committee for FINRA, is an Executive Board Member of the International RegTech Association (IRTA) and the Milken Institute FinTech Advisory Committee. Ms. Barefoot was a Senior Fellow at the John F. Kennedy School of Government’s Mossovar-Rahmani Center for Business & Government at Harvard University from July 2015 to June 2017. Ms. Barefoot also serves as a consultant to a number of private consumer finance companies, and invests and advises fintech startups. She serves on the board of the National Foundation for Credit Counseling and the Milken Institute FinTech Advisory Committee and previously served on the Consumer Advisory Board of the Consumer Financial Protection Bureau. Ms. Barefoot previously served as chair of the board of the Financial Health Network, as the Deputy Comptroller of the Currency, as staff of the U.S. Senate Committee on Banking, Housing and Urban Affairs, asCo-Chair of the consulting firm Treliant Risk Advisors, as a Partner and Managing Director at KPMG Consulting and as Director of Mortgage Finance for the National Association of Realtors and as a member on the Consumer Advisory Board of the

February 2018. Prior to joining Intuit, from April 2001 to September 2007, Mr. Williams served as Executive Vice President of Visa U.S.A., Inc. and from November 2004 to September 2007, he served as Chief Financial Officer. During the same period, Mr. Williams held the dual role of Chief Financial Officer for Inovant LLC, Visa’s global IT organization. He has been an independent director of RingCentral, Inc. since March 2012 and previously served on the board of directors of Amyris, Inc. from May 2013 to March 2020. His previous banking experience includes senior financial positions at commercial banks in the Southern and Midwestern regions of the United States. Mr. Williams, a certified public accountant, received his bachelor’s degree in business administration from the University of Southern Mississippi. We believe that Mr. Williams’s professional experience in the areas of finance, accounting and audit oversight enables him to make valuable contributions to the Company and our board of directors.

Non-Employee Director Compensation

We compensatenon-employee directors for their service on our board of directors with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions as described in our amended and restated certificate of incorporation and amended and restated bylaws.

The compensation and leadership committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and recommending to the board of directors the type and amount of compensation as well as changes to the compensation to be paid or awarded tonon-employee directors, including any consulting, retainer, board meeting, committee and committee chair fees and stock option grants or awards.

In June 2019, ourCash Compensation

Each non-employee director receives an annual cash retainer for his or her service on the board of directors, adoptedas well as additional cash retainers if he or she serves as the lead independent director, on a new compensation policy for ournon-employee directors that was effective from April 1, 2019 through the completion of our initial public offering. Also in June 2019, our board of directors adopted a new compensation policy for ournon-employee directors to take effect upon the completion of our initial public offering, which was subsequently amended in August 2019. The policies adopted in June 2019, both of which consist of cash and equity compensation, were developed with input from Frederic W. Cook & Co., Inc.,committee or FW Cook, our compensation advisor, regarding practices and compensation levels at comparable companies.

Cash Compensation

Starting September 30, 2019, eachnon-employee member of our board of directors receives an annual retainer fee of $40,000. In addition, members of our audit and risk committee receive an annual retainer fee of $10,000 andas the chair of the audit and risk committee receives an annual retainer of $20,000. Members of our other committees receive an annual retainer fee of $7,500 and the chair of these committees receive an annual retainer fee of $15,000. Our lead independent director receives an additional retainer fee of $25,000.a committee. For new

Equity Compensation

Under the Each non-employee director policy approved in June 2019, prior to the effectiveness of the initial public offering, each non-employee board director received an annual equity award of $60,000$125,000 and the lead independent director received an additional equity award of $15,000. These grants were approved in August 2019 with$31,250 immediately after the 2020 annual meeting. The number of RSUs was determined based on the annual equity award value divided by $21.01, the fair market value atclosing price of our stock on the timegrant date and rounded up to the policy was approved in June 2019,nearest full share, resulting in an award of RSUs covering 2,85510,009 shares of our common stock for each non-employee director, with the lead independent director receiving an additional award of RSUs covering 7132,502 shares of our common stock. TheseThe RSU awards will vestvested upon the satisfaction of both (1) a service-based vesting condition and (2) the first to occur of (a) a change of control of the Company or (b) the first trading day following expiration of thelock-up period following our IPO. The service-based vesting condition lapses on a quarterly basisschedule that lapsed over the course of a year, commencing June 2019,2020, subject to thenon-employee director continuing to provide services to us through the applicable vesting date.

The following table lists all outstanding equity awards held by ournon-employee directors as of December 31, 2019:2020:

Report of the Audit and Risk Committee

The information contained in this report of the audit and risk committee report shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of Section 18 of the Exchange Act. No portion of this audit committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

This report is submitted by the audit and risk committee of the board of directors. The audit and risk committee consists of the directors whose names appear below. None of the members of the audit and risk committee is an officer or employee of the Company, and our board of directors has determined that each member of the audit and risk committee is “independent” for audit committee purposes as that term is defined under Rule10A-3 of the Exchange Act and the applicable Nasdaq rules. Each member of the audit and risk committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.

The audit and risk committee’s general role is to assist the board of directors in monitoring the Company’s financial reporting process and related matters and risk management and related matters. The audit and risk committee’s specific responsibilities are set forth in its charter. A copy of the charter is available on our investor relations website atwebsite: https://investor.oportun.com/corporate-governance/governance-overview.

The audit and risk committee has reviewed the Company’s consolidated financial statements for its fiscal year ended December 31, 20192020 and met with its management team, as well as with representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to discuss the consolidated financial statements and management’s assessment and Deloitte & Touche LLP’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019.2020. The audit and risk committee also discussed with members of Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the PCAOB.

In addition, the audit and risk committee received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant’sauditor’s communications with the audit and risk committee concerning independence and discussed with members of Deloitte & Touche LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the audit and risk committee recommended to our board of directors that the Company’s audited consolidated financial statements for its fiscal year ended December 31, 20192020 be included in its Annual Report on Form10-K for its 20192020 fiscal year.

Respectfully submitted by the members of the audit and risk committee of the board of directors:

Louis P. MiramontesR. Neil Williams (Chair)

Jo Ann Barefoot

R. Neil WilliamsLouis P. Miramontes

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 20202021 for:

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 27,143,79727,979,798 shares of our common stock outstanding as of April 15, 2020.2021. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 15, 2020,2021, to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070.

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Executive Officer Biographies

The following is biographical information for our executive officers as of March 31, 2020:2021:

For the biography ofMr. Vazquez, see “Directors, Executive Officers, and Corporate Governance—Board of DirectorDirectors Biographies.”

Jonathan Coblentz has served as our Chief Financial Officer since July 2009 and our Chief Administrative Officer since September 2015. Prior to joining Oportun, Mr. Coblentz served as Chief Financial Officer and Treasurer of MRU Holdings, Inc., a publicly-traded student loan finance company, from April 2007 to February 2009. Prior to joining MRU Holdings, Mr. Coblentz was a Vice President at Fortress Investment Group, LLC, a global investment management company. Prior to his time at Fortress, Mr. Coblentz spent over seven years at Goldman, Sachs & Co. Mr. Coblentz began his career at Credit Suisse First Boston. Mr. Coblentz received a B.S., summa cum laude, in Applied Mathematics with a concentration in Economics from Yale University.

Patrick Kirscht has served as our Chief Credit Officer since October 2015, and previously served as our Vice President, Risk Management and Chief Risk Officer from October 2008 to October 2015 and our Senior Director, Risk Management from January 2008 to October 2008. Prior to joining Oportun, Mr. Kirscht was Senior Vice President of Risk Management for HSBC Card Services, Inc., the consumer credit card segment of HSBC Holdings, from 2007 to 2008. Mr. Kirscht joined HSBC Card Services in 2005 as part of HSBC’s acquisition of Metris Companies Inc., astart-up mono-line credit card company. Mr. Kirscht joined Metris Companies in 1995, where he served as Vice President of Planning and Analysis until he moved to Risk Management in 2004. Mr. Kirscht received a B.S. in Economics with a minor in Statistics, a B.S. in Business and an M.B.A. from the University of Minnesota.

Joan Aristei has served as our General Counsel and Chief Risk Officer since September 2020. She previously served as our General Counsel and Chief Compliance Officer since March 2018, and previously served as our Chief Compliance Officer from March 2017 untilto March 2018. Ms. Aristei previously served2018, and as our Vice President, Compliance sincefrom May 2014.2014 to March 2017. Prior to joining Oportun, Ms. Aristei was a Director at Citi Private Bank from October 2010 to May 2014, where she served as head of Banking and Lending Product Compliance. Ms. Aristei was also previously Assistant General Counsel and Chief Compliance Officer for JP Morgan Chase & Company, in its auto finance and student lending division, where she led the establishment of a compliance framework for JP Morgan’s auto finance business after its merger with Bank One. Ms. Aristei received a B.A. in Chemistry and in French Literature from the University of California, San Diego, an M.B.A. from the UCLA Anderson School of Management and a J.D. from Loyola Law School.

Matthew Jenkins has served as our Chief Operations Officer since November 2016 and also as our General Manager, Personal Loans since August 2018 and General Manager, Personal & Auto Loans since January 2020. Prior to joining Oportun, Mr. Jenkins was Managing Director, Head of Global Consumer Operations Functions at Citigroup Inc., or Citi, from April 2015 to November 2016. In his prior role, Mr. Jenkins served as the Cards Chief Operations Officer at Citi from July 2011 to April 2015. From September 1999 to July 2011, Mr. Jenkins

held various leadership roles of increasing scope and responsibility within consumer operations at Citi. Prior to Citi, Mr. Jenkins worked at First USA/Bank One’s Cardmember Service team from September 1995 to September of 1999 in various capacities, most recently as the Chief Finance Officer and Director of Business Analytics. Mr. Jenkins also served in the U.S. Army from 1988 to 1992, where he worked as an Intelligence Analyst and Spanish Linguist. Mr. Jenkins received a B.A. in Economics, summa cum laude, from the University of Texas at Austin.

Executive Compensation

Named Executive Officers

The Company is a “smaller reporting company” under Item 10 of RegulationS-K promulgated under the Securities and Exchange Act of 1934, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the compensation and leadership committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the executive compensation program for our named executive officers (the “NEOs”), during 2019:2020:

Jonathan Coblentz,Within weeks of COVID-19 being declared a global pandemic, Oportun rolled out significant product and service enhancements to support our Chief Financial Officercustomers, and Chief Administrative Officer (“CFO”);our customers rapidly shifted from preferring in-person service to choosing to interact with Oportun virtually. Relying on our experience from previous natural disasters, we rapidly implemented payment relief options, such as economic hardship programs and reduced payment plans, to assist impacted customers. Due to our strategic technology investments, we were able to move quickly to tighten our underwriting criteria and rapidly deploy changes into production. After initial credit-tightening measures in March, we began gradually increasing our approval rates, starting with returning customers, and we were able to steadily increase loan volume and originations month-over-month and saw sequential increases in loan volume and originations quarter-over-quarter. Highlights of our 2020 performance amidst the pandemic were:

Patrick Kirscht,Even in the face of the pandemic disruption, we maintained our Chief Credit Officer.focus on and significantly advanced our long-term strategic agenda, including as follows:

We are guided by certain overarching values:

Consistent with our compensation philosophy, the primary goals of our executive compensation programs are to:    Commitment to mission

Role of the Compensation and leadership CommitteeFiscal 2020 Pay Mix

As described above, the compensation and leadership committee is responsible for overseeing our compensation programs and policies, including our equity incentive plans. Our compensation and leadership committee operates under a written charter adopted and approved by our boardThe key components of directors, under which our board of directors retains concurrent authority with our compensation and leadership committee to approve compensation-related matters.

Each year, the compensation and leadership committee reviews and approves compensation decisions as they relate to our NEOs and other senior executive officers, including our CEO. The compensation and leadership committee initially establishes a framework by engaging in a baseline review of our current compensation programs, together with its independent compensation consultant and management, to ensure that they remain consistent with our business requirements and growth objectives. In this review, the independent

Elements of our Compensation Program

Pay Element Base Salary Annual Cash Incentive Longterm Equity Incentive Form of Compensation Cash Cash Stock Options RSUs Structure " Initially set through arm'slength negotiation at the time of hiring, taking into account level of responsibility, qualifications, experience, salary expectations and below the senior vice president level, subject to certain parameters approvedcompetitive market data. " Base salaries are then reviewed on an annual basis by the compensation and leadership committee.committee and salary adjustments may be made based on factors above under Oversight and Design of our Compensation Program. Annual Cash Incentive 75%(1) Corporate Performance Goals 25%(1) Individual Goals Business Adaptation 60% Progress toward Long Term Objectives 25% Evaluation of Strategic Opportunities 15% 50%(2) Stock Options vesting over four years 50%(2) RSUs vesting over four years Philosophy Base salary is designed to be a competitive fixed component that establishes a guaranteed minimum level of cash compensation for our executive officers. The performancebased cash compensation was designed to reward the achievement of annual corporate performance relative to preestablished goals, as well as individual performance, contributions and strategic impact. Longterm incentive compensation is an effective means to motivate our NEOs to focus on stockholder value creating over a multiyear period.

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(1)	For the CEO, 80% on corporate performance and 20% on attainment of individual goals.

(2)

Generally, annual equity mix consisted of 50% stock options and 50% RSUs. In addition, in September 2020, a pull-forward grant in the form of RSUs was made to NEOs which consisted of 50% of the annual grant value that would otherwise be awarded as part of the 2020 annual review process in March 2021. Please see discussion below under “Long-Term Incentive Compensation.”

Advisory Non-binding Vote on Executive Compensation In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an annual advisory non-binding vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules. In 2020, stockholders extended their support for our executive compensation programs with 99.8% of the votes cast in favor of the say-on-pay proposal.

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At the request ofCompensation Governance Policies and Practices

The Company’s executive compensation program is overseen by the compensation and leadership committee our CEO typically attends a portionwith the advice and support of eachthe Company’s independent compensation and leadership committee meeting, including meetings at which the compensation and leadership committee’s compensation consultant is present. From time to time, various members of management and other employees, as well as outside legal counselthe Company’s management team. The following summarizes certain executive compensation practices, we have implemented to drive performance and consultants retained by management, attendthe practices we have not implemented because we do not believe they would serve our stockholders’ long-term interests.

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Roles of the Compensation and leadership committee meetings to make presentationsLeadership Committee, Management and provide financial and other background information and advice relevant to compensation and leadership committee deliberations. Our CEO and other NEOs may not participate in, or be present during, any deliberations or determinations of our compensation and leadership committee regarding their compensation or individual performance objectives.

Role ofthe Compensation ConsultantsConsultant

The compensation and leadership committee has the authority under its charter to retain the services of one or more external advisors, including compensation consultants, legal counsel, accounting, and other advisors, to assist it in performance of its duties and responsibilities. The compensation and leadership committee makes all determinations regarding the engagement, fees, and services of these external advisors, and any such external advisor reports directly to the compensation and leadership committee.

Use of Competitive Market Data

We strive to attract and retain the most highly qualified executive officers in an extremely competitive market. Accordingly, our compensation and leadership committee believes that it is important when making its compensation decisions to be informed as to the competitive market for executive talent, including the current practices of comparable public companies. Consequently, our compensation and leadership committee periodically reviews market data for each executive officer’s position, as described below.

In March 2019,February 2020, the compensation and leadership committee approved a peer group of 17 companies, developed with the assistance of FW Cook,CODA Advisors, as a reference point in making 20192020 executive compensation decisions.decisions, referred to as “compensation peer group” below. Because we are uniquely situated in both the financial services and technology industries, the number of directly comparable companies in terms of business operations and scope are limited. This peer group was selected among publicly-traded companies (i) with comparable total revenue and market capitalization in related industries (i.e., consumer finance, software and services), or (ii) that have similar product offerings. The approved peer group was as follows: