Jocelyn Moore
About Jocelyn Moore
Jocelyn Moore, age 48, has served on OppFi’s board since July 20, 2021 and is the company’s Lead Independent Director (Lead Director) since September 2021. She is NYSE‑independent and Audit Committee Independent, with prior senior roles at the NFL (EVP Communications & Public Affairs; SVP Public Policy) and Pretium, and holds a B.A. in English and an M.Ed. from the University of Florida . She is a Class I director nominated for re‑election at the 2025 annual meeting for a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Football League | Executive Vice President, Communications & Public Affairs; member of executive leadership team | Jun 2018 – Apr 2020 | Led league-wide communications and public affairs |
| National Football League | Senior Vice President, Public Policy & Government Affairs | Jul 2016 – Jun 2018 | Led policy/government affairs |
| Pretium | Senior Managing Director, Corporate Affairs | Jan 2022 – Jun 2023 | Corporate affairs leadership at alternative asset manager |
| The Glover Park Group (now FGS Global) | Managing Director | Sep 2015 – Jul 2016 | Communications/government affairs consulting |
| United States Senate | Senior staff positions; most recently Deputy Staff Director, Senate Finance Committee | ~15 years (culminating before 2015) | Legislative/policy leadership |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| DraftKings, Inc. (Nasdaq: DKNG) | Director | Current | Public company board |
| First Responder Network (FirstNet) Authority | Board Member | Appointed Oct 2021; reappointed Oct 2024 | National public safety broadband authority |
| Pallas Advisors | Board Member | Current | Strategic advisory firm (national security/innovation) |
| Games & Esports Experience Acquisition Corp. (GEEX) | Director | Jun 2022 – Apr 2023 | Former SPAC director |
| Omaze (private) | Director | Dec 2021 – Mar 2025 | Private fundraising company |
| West Virginia University Health System | Director | Current | Quality & Patient Safety Committee member |
| DC Rape Crisis Center | Director | Current | Fundraising Committee member |
| Jocelyn Moore Consulting, LLC | Founder & Principal | Since May 2020 | Corporate affairs advisory |
Board Governance
- Independence and leadership: The board determined Moore is NYSE Independent and Audit Committee Independent; she serves as Lead Director, presiding over executive sessions of non‑management/independent directors .
- Committee assignments: Member, Audit Committee; Member, Nominating & Corporate Governance (NCG) Committee. Audit Committee Chair is Greg Zeeman; NCG Committee Chair is CEO/Executive Chairman Todd G. Schwartz .
- Attendance and engagement: Board met 6 times in 2024; Audit met 5; Compensation met 4; NCG met 1. All board members attended the 2024 annual meeting; the company expects directors to attend all meetings of bodies on which they serve .
- Controlled company considerations: OppFi is a “controlled company” under NYSE rules; SCG Holders beneficially control ~71.5% voting power and have rights to nominate a majority of the board and, while controlled, a majority of each committee. As a result, the board and some committees are not majority‑independent (Audit meets SEC/NYSE independence requirements) .
Fixed Compensation
- Program structure (directors): Annual equity retainer of $150,000 in RSUs vesting on the earlier of one year from grant or the next annual meeting; annual cash retainers: Board $50,000; Lead Director $25,000; Audit Committee $10,000 ($22,500 chair); Compensation Committee $8,000 ($18,000 chair); NCG Committee $7,000 ($12,000 chair; not currently paid because chair is CEO) .
- 2024 Compensation (Jocelyn Moore)
| Component | 2024 Amount |
|---|---|
| Cash retainers (Board + Lead Director + Audit + NCG) | $92,000 |
| Stock awards (Annual RSU grant, grant date fair value) | $150,000 |
| Total | $242,000 |
Component detail for cash retainers: Board $50,000; Lead Director $25,000; Audit Committee $10,000; NCG Committee $7,000 .
Performance Compensation
| Element | Structure | Metrics / Notes |
|---|---|---|
| Performance‑based compensation (directors) | None disclosed | Director equity is time‑based RSUs; no performance metrics disclosed for directors |
Other Directorships & Interlocks
- Current public company board: DraftKings, Inc. (Nasdaq: DKNG) .
- Compensation Committee interlocks: The proxy reports no compensation committee interlocks or insider participation in the past year .
Expertise & Qualifications
- Corporate affairs, policy, and stakeholder engagement (NFL EVP; Senate Finance Committee) .
- Governance leadership as Lead Director at OppFi, including presiding over executive sessions .
- Audit oversight experience as Audit Committee member; Audit Committee confirmed to meet independence standards .
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares owned | 49,744 shares |
| RSUs vesting within 60 days of April 14, 2025 | 49,328 shares underlying RSUs (included in beneficial ownership) |
| Total beneficial ownership | 99,072 shares; less than 1% of outstanding common stock |
| Shares pledged as collateral | Not disclosed in proxy |
| Hedging/derivatives policy | Anti‑Hedging Policy prohibits directors from hedging/opting in derivatives on company stock |
| Stock ownership guidelines | Not disclosed for directors in proxy |
Insider Trades
| Date filed | Form | Description |
|---|---|---|
| Nov 2024 | Form 4 (late filing) | Company notes Ms. Moore filed a Form 4 in Nov 2024 reporting one late transaction that occurred in Jun 2024 |
| Jun 2024 (transaction date) | — | Details of the transaction not provided in proxy; referenced only in late filing disclosure |
Governance Assessment
-
Positives
- Lead Independent Director with clear responsibilities; presides over executive sessions, which supports independent oversight .
- Audit Committee member (committee meets SEC/NYSE independence requirements); Audit Committee met five times in 2024 and issued its report, indicating active oversight .
- Transparent, formulaic director pay program with meaningful equity (time‑based RSUs), aligning director interests with shareholders .
- No compensation committee interlocks reported; use of an independent compensation consultant (FW Cook) .
-
Risks / RED FLAGS
- Controlled company status concentrates nomination power with SCG Holders and allows committees (other than Audit) to include non‑independent directors; NCG Committee is chaired by the CEO, potentially limiting independent influence (Moore is the sole independent on NCG) .
- Section 16(a) compliance lapse: Ms. Moore reported a late Form 4 in Nov 2024 for a Jun 2024 transaction (minor process red flag) .
- No disclosed director stock ownership guidelines; no explicit anti‑pledging policy disclosed (though hedging is prohibited) .
-
Implications for investors
- Moore’s role as Lead Director and Audit Committee member is a counterbalance within a controlled governance structure, but committee leadership (e.g., NCG chaired by CEO) may constrain independent oversight on nominations/governance policy .
- Director pay mix emphasizes equity, aligning with shareholders; absence of performance‑based equity is typical for directors and avoids misaligned risk-taking .
- The late Form 4 suggests tightening of insider reporting processes would be beneficial to investor confidence .