This is Dave's first-ever Say-on-Pay vote, so there is no prior shareholder vote result to consider. CEO Jason Wilk's total compensation of $10,208,028 is benchmarked against the Information Technology sector at Dave's market cap of approximately $5.1 billion; while this is above the median for many mid-cap IT peers, the pay mix is extremely performance-heavy — the company discloses that 92.6% of the CEO's target pay is variable and at risk, with fixed base salary representing less than 10% of total compensation, which easily clears the policy's 50-60% variable pay requirement. The incentive structure uses meaningful, pre-set financial metrics (Non-GAAP Variable Profit and Non-GAAP Adjusted EBITDA) with clear payout ranges, and the 200% maximum bonus payout reflects genuine outperformance — revenue grew 60%, net income grew 238%, and Adjusted EBITDA grew 162% year-over-year. Pay-for-performance alignment is strong: Dave's stock returned approximately 74% over the past year and 7,200% over three years, massively outperforming the ^RUT — Russell 2000 benchmark, and the company has a compliant clawback policy in place.

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 the fiscal year ended December 31, 2022, giving a tenure of approximately 4 years, far below the 25-year threshold. No material restatements are disclosed, and Deloitte is a Big 4 firm appropriate for a company of Dave's size and complexity.