Todd Schwartz
About Todd Schwartz
Todd G. Schwartz is OppFi’s Co‑Founder, Chief Executive Officer (since February 2022) and Executive Chairman (since July 2021). He is 43 years old and holds a BS in Finance from Tulane University . Schwartz is OppFi’s largest stockholder with beneficial ownership representing approximately 71.0% of the voting power, conferring “controlled company” status under NYSE rules . As an emerging growth company, OppFi is not required to hold a say‑on‑pay vote and provides scaled compensation disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OppFi-LLC | Chief Executive Officer | 2012–2015 | Co‑founded and led initial scaling of OppFi’s predecessor entity . |
| OppFi-LLC Board of Managers | Executive Chairman | 2015–Jul 2021 | Oversight during growth phase leading into SPAC business combination . |
| OppFi Inc. Board | Executive Chairman (also CEO since 2022) | Jul 2021–present | Combined CEO/Chair leadership and governance oversight . |
| Beach Coast Properties (multi‑family real estate) | Founder | 2007–2014 | Created and exited a real estate platform; sold in 2014 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Schwartz Capital Group | Partner | — | Direct equity and real estate investing; portfolio company growth support . |
| Strand Equity Partners | Partner | — | Consumer growth equity investing . |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| CEO Base Salary ($) | 297,115 | 148,315 | No CEO bonus, stock, or option awards reported for 2024 or 2023 . |
| All Other Compensation ($) | 566 | 580 | Company 401(k) match/HSA and standard benefits included . |
| Executive Chairman Retainer | Not paid | Not paid | Board program provides $45k for Executive Chairman, but not paid since CEO holds the role . |
Performance Compensation
- CEO plan participation: Todd Schwartz did not participate in the 2024 executive bonus plan; the Compensation Committee approved payouts for other senior leaders only .
| Plan/Metric | Weighting | Target/Threshold | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 Bonus Plan – Financial metrics (for other NEOs) | 75% | Threshold 85%; cap 200% per metric | Overall payout 127% of target (non‑CEO) | Cash; annual |
| 2024 Bonus Plan – Individual performance (for other NEOs) | 25% | Committee assessment | Included in 127% overall (non‑CEO) | Cash; annual |
- Equity awards: The company currently emphasizes RSUs/PSUs over options; options are generally not granted currently. Executive officer RSUs granted on/after Apr 1, 2024 vest 25% at grant and the remaining 75% quarterly over 36 months; PSUs vest over four years subject to performance targets . Todd Schwartz had no outstanding equity awards at 12/31/2024 .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 61,589,096 | Includes 61,023,846 Class V shares via OppFi Shares, LLC (OFS) and 565,250 Class A shares; OFS is 100% owned by TGS Revocable Trust of which Todd Schwartz is sole trustee . |
| Voting power | ~71.0% | Confers “controlled company” status under NYSE rules . |
| Vested vs. unvested awards | None outstanding | No options/RSUs reported for CEO at 12/31/2024 . |
| Pledging/Hedging | Hedging prohibited; award pledging restricted | Corporate anti‑hedging policy prohibits derivative/hedging monetizations . Equity plan restricts pledging/encumbrance of RSUs/PSUs/options prior to settlement/exercise . No explicit anti‑pledging policy disclosure beyond award‑level restrictions . |
| Ownership guidelines | Not disclosed | No stock ownership guideline disclosure found in the proxy –. |
Implication: Very high insider ownership aligns interests but concentrates control; limited unvested CEO equity reduces near‑term selling pressure tied to vesting .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | CEO is not party to an employment agreement . |
| Severance | Not disclosed for CEO; CFO agreement includes 12 months’ base salary on termination without cause/for good reason plus healthcare premium reimbursement . |
| Change‑of‑control | Tax Receivable Agreement (TRA) liability of ~$26.5 million as of 12/31/2024 payable to pre‑IPO “Members” from tax savings; upon change of control, obligations may accelerate under specified assumptions . Todd Schwartz serves as Members’ Representative under the Business Combination Agreement, and his entities hold OppFi Units corresponding to Class V voting stock . |
| Restrictive covenants | Not disclosed for CEO (CFO subject to standard covenants) . |
| Clawback/forfeiture | Equity plan includes “Forfeiture Events” and non‑transferability for awards; company discloses anti‑hedging policy; no separate clawback policy text in proxy . |
Board Governance
- Board service and roles: Director since 2012; Executive Chairman since July 2021; CEO since February 2022 . He chairs the Nominating & Corporate Governance Committee; he is not on Audit or Compensation .
- Lead Independent Director: Jocelyn Moore .
- Controlled company: SCG Holders (represented by Todd Schwartz) control ~71.5% combined voting power; SCG representative may nominate up to five of six directors and, while controlled, a majority of each committee .
- Independence: 3 of 6 directors are NYSE‑independent; Audit is fully independent; Compensation Committee includes two independent directors and one non‑independent chair under controlled company exemptions .
- Meetings/executive sessions: Board met six times in 2024; Audit met five; Compensation met four; Nom/Gov met once. Independent directors hold regular executive sessions; at least annually they meet privately .
- Director compensation: Non‑employee directors receive $150,000 RSU annual grant plus cash retainers; Executive Chairman retainer ($45k) is not paid since the Executive Chairman is also CEO .
Director Compensation (Schwartz as a Director)
| Element | Amount | Notes |
|---|---|---|
| Board cash retainer (Executive Chairman) | $0 | Executive Chairman retainer not paid because the role is held by the CEO . |
| Equity retainer (director) | $0 | Director equity is for non‑employee directors; CEO compensation disclosed under Executive Compensation . |
Related Party & Control Provisions
- Investor Rights Agreement: SCG representative (Todd Schwartz) nominates a majority of the Board and, while controlled, a majority of each committee; provides registration rights and defined lock‑ups for Members post‑closing (expired) .
- TRA economics: Company obligated to pay 90% of realized tax savings to Members; early termination/change‑of‑control may accelerate payments .
Investment Implications
- Alignment and float: Schwartz’s ~71% voting control tightly aligns incentives but concentrates decision rights and reduces effective float/liquidity; governance relies on Lead Independent Director and committee structures for checks .
- Pay‑for‑performance: CEO receives modest cash compensation and no equity awards in 2023–2024, limiting direct pay‑for‑performance leverage at the CEO level; organization‑wide incentive programs exist for other executives (127% payout for 2024) .
- Selling pressure: No outstanding CEO awards reduce vest‑driven selling risk; anti‑hedging and award non‑pledging reduce hedging/pledging risks at the award level, though no explicit corporate anti‑pledging policy is disclosed .
- Change‑of‑control overhang: TRA liability (~$26.5m) and acceleration mechanics can influence deal calculus and timing; Investor Rights Agreement embeds board/committee control while SCG remains in control .
- Governance risk: Combined CEO/Chair and controlled company exemptions increase reliance on independent directors and process rigor (Audit fully independent; Compensation includes non‑independent chair) .