Pamela Johnson
About Pamela Johnson
Pamela Johnson, 64, has served as OppFi’s Chief Financial Officer since March 28, 2022, after joining as Chief Accounting Officer in June 2021; she continues to serve as Principal Accounting Officer . She previously held CFO roles at Heights Finance (Dec 2010–Dec 2020) and Pioneer Financial Services, and earlier worked nine years in accounting at a large regional bank and began her career at KPMG; she holds a B.B. and M.Acc. from Western Illinois University . She also serves as an advisor to LawFi, Inc. (legal fintech lender) since January 2025 . OppFi is an “emerging growth company” and does not hold say‑on‑pay; senior leadership bonuses are governed by annual plans with 75% weight to financial metrics and 25% to individual performance, with a 127% of target payout for 2024 and 100% for 2023, indicating strong alignment to performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heights Finance | Chief Financial Officer | 2010–2020 | Installment lender offering non‑prime loans across six states; led finance for a regional consumer finance platform . |
| Pioneer Financial Services (MidCountry Bank division) | Chief Financial Officer | Not disclosed | Purchaser of loans to active duty and retired military customers with limited access to traditional credit . |
| Large regional bank | Accounting roles | 9 years | Financial accounting leadership in regional banking context . |
| KPMG | Public accounting | Not disclosed | Foundational audit/accounting experience . |
External Roles
| Organization | Role | Start | Scope |
|---|---|---|---|
| LawFi, Inc. | Advisor | Jan 2025 | Legal FinTech lender advisory engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $309,615 | $334,188 | $345,884 |
| Target Bonus (% of base) | 45% (per employment agreement) | 45% (per employment agreement) | 45% (per employment agreement) |
| Actual Bonus Paid ($, Non‑Equity Incentive Plan Awards) | $91,697 | $151,369 | $198,971 |
| Stock Awards ($, grant‑date FV) | $150,000 | — | $269,380 |
| Option Awards ($, grant‑date FV) | $110,250 | — | — |
| All Other Compensation ($) | $18,862 | $20,759 | $22,723 |
| Total Compensation ($) | $680,424 | $506,316 | $836,958 |
Performance Compensation
Annual Bonus Structure and Outcomes
| Year | Metric | Weighting | Target | Actual/Payout | Vesting/Payment |
|---|---|---|---|---|---|
| 2024 | Financial metrics (specific metrics not disclosed) | 75% | Threshold ≥85% of metric; Cap 200% | Overall payout approved at 127% of target | Cash bonus paid under 2024 Bonus Plan |
| 2024 | Individual performance | 25% | Discretionary based on performance | Included in 127% overall outcome | Cash |
| 2023 | Financial metrics (specific metrics not disclosed) | 75% | Threshold ≥85%; Cap 200% | Overall payout approved at 100% of target; increased portion from individual performance | Cash bonus paid under 2023 Bonus Plan |
| 2023 | Individual performance | 25% | Discretionary | Contributed more heavily in 2023’s 100% outcome | Cash |
Equity Incentives (RSUs, PSUs, Options)
| Award Type | Grant Date | Key Terms | Outstanding/Unvested as of 12/31/2024 |
|---|---|---|---|
| RSUs | Oct 1, 2021 | Time‑based vesting, typical 4‑year schedule pre‑2024 | Included in 81,102 unvested time‑based/performance‑based shares; market value $621,241 at $7.66 |
| RSUs | Apr 1, 2024 | Executive RSUs vest over 3 years; 25% vests at grant, remaining 75% quarterly over 36 months | Remaining RSUs: 2,083 vest quarterly Jul 1–Oct 1, 2025; 53,876 vest quarterly Jul 1, 2025–Apr 1, 2027 |
| LTIP Shares (time‑based based on achievement) | 2022 LTIP | Time‑based shares from LTIP vest quarterly through May 3, 2026 | 7,993 remaining LTIP shares vest quarterly May 3, 2025–May 3, 2026 |
| PSUs | Various | PSUs generally vest over 4 years subject to specified performance targets | Footnote indicates 1,598 PSUs vest within 60 days of 4/14/2025 |
| Stock Options | May 3, 2022 | Strike $3.17; expire 5/3/2032; vesting quarterly through May 3, 2026 | 37,302 exercisable; 22,382 unexercisable at 12/31/2024; 3,730 vested 2/3/2025; remaining vest quarterly 5/3/2025–5/3/2026 |
Equity Ownership & Alignment
Beneficial Ownership Trend
| As‑of Date | Beneficially Owned Shares | % of Outstanding |
|---|---|---|
| Apr 14, 2025 | 123,670 (components: 77,309 Class A; 41,032 vested options; 3,731 options vesting within 60 days; 1,598 PSUs vesting within 60 days) | Less than 1% |
| Apr 9, 2024 | 88,787 (components include Class A, RSUs fully vested, vested options, near‑term vesting options/PSUs per footnote) | Less than 1% |
| Record Date 2023 | 26,495 (components include Class A, fully vested RSUs, near‑term vesting options/PSUs per footnote) | Less than 1% |
Vested vs Unvested and Exercisability (12/31/2024 snapshot)
| Category | Count/Detail |
|---|---|
| Options exercisable | 37,302 at $3.17 strike, expiring 5/3/2032 |
| Options unexercisable | 22,382, vest quarterly through 5/3/2026 |
| Unvested RSUs/LTIP | 81,102 unvested; market value $621,241 at $7.66; specific tranches vest in 2025–2027 as noted above |
| Anti‑hedging policy | Directors/officers prohibited from speculative derivatives or hedging/monetization transactions in company securities |
No pledging disclosure is provided in the proxy; anti‑hedging is explicit, anti‑pledging not stated .
Employment Terms
| Item | Detail |
|---|---|
| Agreement | OppFi‑LLC employment agreement dated Aug 9, 2022; serves as CFO |
| Base salary | Annual base salary subject to merit increases by Compensation Committee |
| Annual incentive | Target bonus 45% of base; payout subject to performance targets set by Compensation Committee |
| Equity eligibility | Eligible for annual equity grants under OppFi’s equity plan |
| Severance | If terminated without Cause or for Good Reason: 12 months base salary plus reimbursement of healthcare premiums |
| Restrictive covenants | Customary covenants during employment and for the severance period (if terminated without Cause/for Good Reason), or 12 months for other terminations |
| Clawback/forfeiture | Awards under the 2021 Equity Incentive Plan subject to forfeiture/recoupment, including for accounting restatements or misconduct; plan contemplates compliance with applicable law/listing standards |
Governance Context Relevant to Compensation
- Controlled company status under NYSE rules; Compensation Committee not required to be fully independent, though OppFi has independent members and uses an independent consultant (FW Cook) .
- Anti‑hedging and insider trading policies apply to all directors and officers .
- No say‑on‑pay vote required as an emerging growth company .
- Section 16(a) compliance: The company notes certain late filings for other directors in 2024; Pamela Johnson is not listed among late filers .
Vesting Schedules and Potential Insider Selling Pressure
| Tranche | Vesting Dates | Shares |
|---|---|---|
| Options (2022 grant) | Quarterly from 5/3/2025 to 5/3/2026 | 22,382 remaining unexercisable; previously 3,730 vested on 2/3/2025 |
| LTIP Shares (2022 LTIP) | Quarterly from 5/3/2025 to 5/3/2026 | 7,993 remaining |
| RSUs (2021 grant) | 2,083 quarterly from 7/1/2025 to 10/1/2025 | 2,083 |
| RSUs (2024 executive grant) | Quarterly from 7/1/2025 to 4/1/2027 | 53,876 |
These scheduled vestings through 2027 indicate ongoing equity delivery that can create periodic supply overhang depending on trading behavior post‑vesting; anti‑hedging limits derivative monetization .
Performance & Track Record
- Appointment history: Promoted to CFO effective March 28, 2022; succeeded prior CFO and remained Principal Accounting Officer; company cited her strategic/financial leadership and instrumental role in building accounting department .
- Bonus outcomes reflect alignment: 127% payout of target for 2024; 100% payout for 2023 with increased individual component, demonstrating performance accountability within disclosed frameworks .
Equity Plan Mechanics
- 2021 Equity Incentive Plan allows options, RSUs, PSUs; executive RSUs since April 1, 2024 vest 25% at grant, then quarterly over 36 months; PSUs typically vest over four years with performance conditions .
- Securities authorized/available under equity plans: 17.8 million shares remaining available as of 12/31/2024 across Plan and ESPP .
Investment Implications
- Pay‑for‑performance alignment: Johnson’s target bonus (45% of base) and realized payouts (127% in 2024; 100% in 2023) indicate incentives tied predominantly (75%) to financial outcomes, supporting disciplined execution .
- Retention/continuity: Severance of 12 months base salary and healthcare for without‑cause/Good Reason terminations provides moderate retention economics without excessive change‑of‑control multipliers; restrictive covenants extend post‑termination, reducing near‑term transition risk .
- Ownership and upcoming vesting: Direct beneficial ownership is <1%, but significant unvested RSUs/options will vest through 2027, creating periodic potential selling pressure; anti‑hedging policy reduces misalignment from derivative hedging, though pledging policy is not disclosed .
- Governance: Controlled company structure can influence compensation oversight; use of independent consultant partially mitigates this; absence of say‑on‑pay reduces external feedback loops, placing more weight on internal committee discipline .
Overall, Johnson’s compensation mix and vesting profile suggest balanced incentives to drive OppFi’s financial performance, with manageable retention/severance terms and identifiable, scheduled equity flows that investors should monitor around quarterly vesting dates .