Dave Inc DEF 14A, filed Apr 18, 2025

Dave Inc. (DAVE)

DEF 14A 2025-04-18 For: 2025-06-02

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Added on June 12, 2026

About this DEF 14A

Dave Inc filed this DEF 14A on April 18, 2025.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Time and Date:	June 2, 2025 at 9:00 a.m. Pacific Time.

Place:	The Annual Meeting will be held via live webcast on the Internet at www.virtualshareholdermeeting.com/DAVE2025.

Items of Business:	1.	Elect the Class I directors listed in the accompanying proxy statement to serve a three-year term expiring at the 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal.

	2.	Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Dave Inc. for the fiscal year ending December 31, 2025.

	3.	Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:	Only stockholders of record at the close of business on April 4, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Meeting Admission:	All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to be able to attend the meeting, you will need the 12-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.virtualshareholdermeeting.com/DAVE2025.

Proxy Voting:	Holders of our Class A common stock are entitled to one vote for each share held as of the above record date. Holders of our Class V common stock are entitled to ten votes for each share held as of the above record date. Holders of our Class A common stock and Class V common stock will vote together as a single class on all matters described in this proxy statement. Our Class A common stock and Class V common stock are sometimes collectively referred to in this proxy statement as our “common stock .”

	If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please vote in accordance with the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.

	For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at investors.dave.com or, if you are a registered holder, contact our transfer agent, Continental Stock Transfer & Trust Company, through its website at www.continentalstock.com or by phone at (212) 509-4000.


			Page
INFORMATION ABOUT SOLICITATION AND VOTING			1
INTERNET AVAILABILITY OF PROXY MATERIALS			1
QUESTIONS AND ANSWERS ABOUT THE MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			13
PROPOSAL ONE: ELECTION OF DIRECTORS			14
DIRECTOR COMPENSATION			17
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
REPORT OF THE AUDIT COMMITTEE			20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21
EXECUTIVE OFFICERS			23
EXECUTIVE COMPENSATION			23
EQUITY COMPENSATION PLAN INFORMATION			33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			34
ADDITIONAL INFORMATION			36
OTHER MATTERS			37


Proposal			Vote Needed for Approval and Effect of Abstentions and Broker Non-Votes
Proposal One
The election of two Class I directors each to serve for a term of three years or until his or her respective successor is duly elected and qualified.			Our amended and restated bylaws (“Bylaws”) state that, to be elected, a nominee must receive a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at the annual meeting. “Plurality” means that the individuals who receive the highest numbers of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of abstentions or broker non-votes) will have no effect on the outcome of this proposal.
Proposal Two
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.			The ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock entitled to vote on the proposal that are present in person or represented by proxy at the Annual Meeting and are voted for or against the proposal. Abstentions are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. We do not expect to have any broker non-votes on this proposal.


By Order of the Board of Directors,
Jason Wilk
Chief Executive Officer, President and Chairperson of the Board


Name	Age	Position	Director Since
Michael Pope	58	Director⁽¹⁾⁽²⁾	January 2022
Yadin Rozov	47	Director⁽³⁾	July 2023


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾	Total ($)
Brendan Carroll⁽¹⁾	74,151	0	74,151
Imran Khan⁽¹⁾	0	0	0
Andrea Mitchell	49,777	179,355	229,132
Michael Pope	67,121	179,355	246,476
Dan Preston	62,434	179,355	241,789
Yadin Rozov	45,434	179,355	224,789


Name	Shares Subject to Outstanding Restricted Stock Units	Shares Subject to Outstanding Stock Options
Brendan Carroll	544	0
Imran Khan	0	0
Andrea Mitchell	5,267	0
Michael Pope	5,267	0
Dan Preston	5,267	0
Yadin Rozov	24,882	0


	Year Ended December 31,
	2024	2023
Audit fees⁽¹⁾	$1,069,000	$1,015,000
Audit related fees	—	—
Tax fees	$133,000	6,000
All other fees	—	—
Total fees	$1,202,000	$1,021,000


Name and Address of Beneficial Owners	Number of shares of Class A Common Stock	%	Number of shares of Class V Common Stock	%	% of Total Voting Power
Five Percent Holders
Hood River Capital Management LLC⁽¹⁾	1,068,756	9.0%	—	—	4.0%
Paras Chitrakar⁽²⁾	993,819	8.4%	—	—	3.7%
Divisadero Street Capital Management, LP⁽³⁾	865,346	7.3%	—	—	3.2%
Current Directors and Named Executive Officers
Jason Wilk⁽⁴⁾	1,639,853	12.3%	1,514,082	100%	56.6%
Kyle Beilman⁽⁵⁾	188,910	1.6%	—	—	*
Brendan Carroll	1,634	*	—	—	*
Imran Khan⁽⁶⁾	297,771	2.5%	—	—	1.1%
Andrea Mitchell⁽⁷⁾	37,765	*	—	—	*
Michael Pope⁽⁸⁾	22,063	*	—	—	*
Dan Preston⁽⁹⁾	6,360	*	—	—	*
Yadin Rozov⁽¹⁰⁾	91,099	*	—	—	*
All executive officers and directors as a group (8 individuals)⁽¹¹⁾	2,285,455	17.0%	1,514,082	100%	59.0%


Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Jason Wilk Chief Executive Officer	2024	498,077	1,431,250	8,980,750	787,500	13,200	11,710,777
Jason Wilk Chief Executive Officer	2023	425,000	425,000	717,250	743,750	13,200	2,324,200
Kyle Beilman Chief Financial Officer	2024	443,269	784,375	3,963,441	506,250	13,200	5,710,535
Kyle Beilman Chief Financial Officer	2023	425,000	318,750	445,812	557,813	13,200	1,760,575


Metric⁽⁴⁾	Definition	Rationale	Weighting
2024 Non-GAAP Variable Profit⁽¹⁾	GAAP operating revenues less non-GAAP variable expenses⁽²⁾	Reinforces our focus on driving the most capital efficient growth and improvement of our unit economics	50%
2024 Non-GAAP Adjusted EBITDA (Pre-Bonus)⁽³⁾	Annual Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) prior to the impact of the bonus pool.	Reinforces profitability goals, aligning executive and stockholder interests.	50%


Named Executive Officer	Type of Award	Number of Shares (with PSUs shown at target)
Jason Wilk	RSUs⁽¹⁾	145,078
Jason Wilk	PSUs⁽²⁾	145,078
Kyle Beilman	RSUs⁽¹⁾	60,449
Kyle Beilman	PSUs⁽²⁾	60,449


	Option awards⁽¹⁾					Stock awards
Name	Grant Date	Number of securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)⁽²⁾	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)⁽³⁾
Jason Wilk	3/3/21⁽⁴⁾	—	358,001	$23.16	3/2/2031	—	—	—	—
	2/21/23	—	—	—	—	25,000⁽⁷⁾	2,173,000	—	—
	2/21/23	—	—	—	—	62,500⁽⁸⁾	5,432,500	—	—
	4/17/24	—	—	—	—	117,877⁽⁹⁾	10,245,869	—	—
	4/17/24	—	—	—	—	72,540⁽¹⁰⁾	6,305,177	96,718⁽¹¹⁾	8,406,729
Kyle Beilman	11/14/2018⁽⁵⁾	27,958	—	$1.42	11/13/2028	—	—	—	—
	4/6/22	—	—	—	—	7,430⁽⁶⁾	645,816	—	—
	1/25/23	—	—	—	—	15,015⁽⁷⁾	1,305,104	—	—
	1/25/23	—	—	—	—	37,539⁽⁸⁾	3,262,890	—	—
	4/17/24	—	—	—	—	49,115⁽⁹⁾	4,269,076	—	—
	4/17/24	—	—	—	—	30,227⁽¹⁰⁾	2,627,331	40,298⁽¹¹⁾	3,502,702


Milestone Table
Tranche	Stock Price Milestone	Fraction of Total Shares Eligible to Vest
1	Stock Price of $171.53 or more	1/3rd
2	Stock Price of $257.30 or more	1/12th
3	Stock Price of $343.06 or more	1/12th
4	Stock Price of $428.83 or more	1/12th
5	Stock Price of $514.59 or more	1/12th
6	Stock Price of $600.36 or more	1/12th
7	Stock Price of $686.13 or more	1/12th
8	Stock Price of $771.89 or more	1/12th
9	Stock Price of $857.66 or more	1/12th


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))⁽²⁾
Equity compensation plans approved by security holders	2,390,131	16.93	943,291⁽¹⁾
Equity compensation plans not approved by security holders	—	—	—
Total	2,390,131	16.93	943,291