Sector: Financials
DAVE INC CLASS A · Meeting: June 2, 2026
Directors FOR
0
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
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.
CEO
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
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.
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.
1 companies disclosed in 2026 proxy filing
