David Vennettilli
About David Vennettilli
Independent director focused on finance and private equity with M&A execution experience. Age 37; on OppFi’s Board since July 2021 (bio header lists “Director Since: 2015,” reflecting prior advisory capacity to OppFi-LLC) . Partner at Schwartz Capital Group since 2015 and Partner at Strand Equity Partners; BBA (Finance & Accounting), University of Michigan Ross School of Business (high distinction) . Not identified by the Board as NYSE Independent; the company is a controlled company under NYSE rules, which permits non-independent directors on certain committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTCR (Chicago) | Private Equity, focused on information services, software, technology | 2011–2015 | Deal execution and portfolio work (as described) |
| Moelis & Company (New York) | Investment Banking | Not disclosed (prior to 2011) | M&A advisory experience |
| OppFi-LLC | Advisor to board of managers | 2015–July 2021 | Advised prior to OppFi Inc. board service |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Schwartz Capital Group | Partner | 2015–present | Leads private equity, real estate, opportunistic equity efforts |
| Strand Equity Partners | Partner | Not disclosed | M&A execution and portfolio management |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III director; Class III terms expire 2027 |
| Independence | Not listed among NYSE Independent directors (Favilla, Moore, Zeeman are independent) |
| Committees | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Audit Committee | Not a member (Audit chaired by Zeeman; members Zeeman, Moore, Favilla) |
| Lead Independent Director | Jocelyn Moore |
| Meeting cadence (2024) | Board met 6x; Compensation 4x; Nominating & Corporate Governance 1x; Audit 5x |
| Annual meeting attendance | All Board members attended 2024 annual meeting |
| Controlled company | SCG Holders beneficially held ~71.5% voting power; OppFi relies on NYSE controlled-company exemptions (e.g., no majority independent board; non-fully independent Comp and N&G committees) |
| Nomination rights | SCG Holders’ Representative can nominate a majority of the Board and committees while controlled (Vennettilli designated under these rights) |
Fixed Compensation
| Component (Director) | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer (2024) | $50,000 | Standard annual cash retainer |
| Compensation Committee – Chair retainer (2024) | $18,000 | Chair fee |
| Nominating & Corporate Governance Committee – Member retainer (2024) | $7,000 | Member fee (Chair not currently paid because CEO chairs N&G) |
| Total cash fees (2024) | $75,000 | Matches director compensation table for Vennettilli |
Performance Compensation
| Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (Director program) | $150,000 | Vests in full on earlier of 1-year from grant or the next annual meeting, subject to service | No performance conditions; time-based only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in biography |
| Committee interlocks | Company discloses no Compensation Committee interlocks in past year |
Expertise & Qualifications
- Private equity and opportunistic investing; M&A execution and portfolio management (Schwartz Capital Group; Strand Equity) .
- Early-career training in investment banking (Moelis) and middle-market PE (GTCR) across information services, software, technology .
- Finance and accounting education (BBA, Michigan Ross), high distinction .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Class A common stock | 41,434 | Direct Class A shares |
| Class V voting stock (with corresponding OppFi Units) | 1,000 | Held via DAV 513 Revocable Trust (sole trustee/beneficiary) |
| RSUs vesting within 60 days of record date (4/14/2025) | 49,328 | Included in beneficial ownership per SEC rules |
| Total beneficial ownership | 91,762 | “Less than 1%” of outstanding Common Stock |
| Pledging/hedging | Company prohibits hedging transactions by directors; no specific pledging disclosure noted for Vennettilli in proxy |
Insider Trades & Filings
| Date/Period | Form | Summary |
|---|---|---|
| June 2024 (reported) / filed Nov 2024 | Form 4 | Company notes one late Form 4 for Vennettilli reporting a June 2024 transaction (details not provided in proxy) |
Related-Party Considerations
- Controlled company: SCG Holders’ Representative nominates a majority of directors and committee members while controlled; Vennettilli is a Partner at Schwartz Capital Group, an affiliate of the controlling holders .
- Tax Receivable Agreement (TRA): Company obligated to remit 90% of certain tax savings to pre-combination Members; liability was $26.5 million as of 12/31/2024. Members include holders of Retained OppFi Units; Vennettilli beneficially owns 1,000 OppFi Units via trust, indicating potential alignment with TRA beneficiaries .
- Registration/lock-up and governance agreements from the Business Combination and Investor Rights Agreement remain in effect, reinforcing nomination and liquidity rights for Members/Founders .
Governance Assessment
-
Strengths
- Clear disclosure of committee composition and charters; independent Lead Director with executive sessions to enhance oversight .
- Use of independent compensation consultant (FW Cook) to support the Compensation Committee process .
- Director pay structure emphasizes equity (annual $150k RSU) to align interests, with straightforward time-based vesting .
-
Risks / RED FLAGS
- Controlled-company status: Board is not majority independent; Compensation and Nominating & Governance Committees include non-independent members; Vennettilli (non-independent) chairs the Compensation Committee. This is permissible but may diminish perceived independence of pay decisions .
- Investor Rights Agreement concentrates nomination power with controlling holders, including the ability to populate a majority of each committee while controlled, potentially limiting minority investor influence .
- TRA obligations ($26.5m liability at 12/31/2024) transfer substantial tax benefits to pre-combination Members; as a beneficiary of OppFi Units, Vennettilli’s interests could intersect with TRA economics, warranting careful conflict oversight .
- Compliance note: one late Form 4 (June 2024 transaction filed November 2024), a minor filing timeliness issue but a governance blemish nonetheless .
-
Net View for Investor Confidence
- Vennettilli brings relevant finance/PE and M&A skills and long firm knowledge; however, his non-independent status, chairing of the Compensation Committee under controlled-company exemptions, and structural features (Investor Rights Agreement, TRA) necessitate heightened scrutiny of executive/director pay decisions and related-party oversight. Lead Director structure and independent Audit Committee are mitigating factors but do not eliminate the core independence concerns .