DAVE INC CLASS A (DAVE)
Sector: Financials
2026 Annual Meeting Analysis
DAVE INC CLASS A · Meeting: June 2, 2026
Directors FOR
0
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Director
Against Analysis
The proxy discloses that Brendan Carroll was the only director who failed to attend at least 75% of board and committee meetings in 2025; however, Dan Preston serves on both the Audit Committee and Compensation Committee, and the filing does not identify him as having an attendance issue — but the proxy explicitly states all members except Brendan Carroll met the 75% threshold, so Preston passes attendance. However, Preston is a sitting CEO (of Stand Insurance) who holds an outside public company board seat at Dave, which does not trigger the overboarding rule. TSR does not trigger a No vote given Dave's 3-year return of 4,290.3% versus the ^RUT — Russell 2000 benchmark return of 55.9%, a positive gap of +4,234.4pp, far exceeding the 65pp threshold required to trigger a No vote. No other policy flags apply, and Preston has relevant technology and insurance industry experience. Vote is FOR.
For Analysis
One director is up for election: Dan Preston, a Class II director standing for a three-year term. Preston is the CEO of Stand Insurance and has relevant technology and fintech industry experience. Dave's stock has massively outperformed the ^RUT — Russell 2000 benchmark over three years (+4,234pp gap vs. a 65pp trigger threshold), so the TSR trigger does not apply. No overboarding, attendance, independence, or familial relationship issues are identified. Vote is FOR.
Say on Pay
✓ FORCEO
Jason Wilk
Total Comp
$10,208,028
Prior Support
N/A
This is Dave's first-ever Say-on-Pay vote, so there is no prior shareholder vote to consider. CEO Jason Wilk received total compensation of $10,208,028 in 2025, which is reasonable given Dave's $3.5 billion market cap and exceptional financial performance (revenue up 60%, net income up 238%, and Adjusted EBITDA up 162% year-over-year). The compensation structure is strongly performance-oriented: approximately 92.6% of the CEO's target pay is variable and tied to company results, well above the 50-60% minimum threshold required by policy. The annual cash bonus paid out at 200% of target based on pre-set, measurable financial metrics (Variable Profit and Adjusted EBITDA), and performance stock awards vested at maximum based on actual EBITDA outperformance, directly aligning executive pay with shareholder outcomes. The company has a meaningful clawback policy compliant with Dodd-Frank requirements, no tax gross-ups, and an independent compensation committee with an independent consultant.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
4 yrs
Audit Fees
$1,730,000
Non-Audit Fees
$104,574
Non-audit fees (tax services of $104,574) represent approximately 6% of audit fees ($1,730,000), well below the 50% threshold that would raise independence concerns. Deloitte has served as Dave's auditor since fiscal year 2022, a tenure of roughly four years, far below the 25-year threshold. No material financial restatements are disclosed, and Deloitte is a Big 4 firm appropriate for a company of Dave's size and complexity.
Overall Assessment
Dave's 2026 annual meeting features four proposals: election of one Class II director (Dan Preston), the company's inaugural Say-on-Pay vote, a Say-on-Frequency vote, and ratification of Deloitte as auditor. The compensation program earns a FOR vote given outstanding financial performance, a strongly performance-linked pay structure, and a first-time vote context; the auditor earns a FOR vote given minimal non-audit fees and short tenure; and Dan Preston earns a FOR vote given no policy flags and Dave's exceptional stock performance versus the ^RUT — Russell 2000 benchmark.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing