Independent
Tenure on this board
4.4 yrs
1 nominee · 4 ballot items.
Elect one Class II director (Dan Preston); approve, on an advisory basis, Dave’s executive compensation (say-on-pay); vote on the frequency of future advisory votes on executive compensation; and ratify Deloitte & Touche LLP as Dave’s independent registered public accounting firm for fiscal 2026.
Elect Dan Preston as a Class II director to serve a three-year term expiring at the 2029 annual meeting of stockholders.
Non-binding, advisory approval of Dave’s executive compensation as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and narrative).
This non-binding proposal asks stockholders to approve the compensation paid to Dave’s named executive officers as described in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and related narrative. Management seeks this advisory approval to obtain shareholder feedback on pay design and to demonstrate alignment between executive incentives and company performance; this is the company’s first say-on-pay vote after ceasing to be an Emerging Growth Company. Dave’s compensation program emphasizes pay-for-performance: a large percentage of CEO and other NEO pay is “at-risk” and delivered through PSUs tied to Adjusted EBITDA (Pre-Bonus) and time‑based RSUs, with annual cash bonuses tied to Non-GAAP Variable Profit and Adjusted EBITDA (Pre-Bonus). The Compensation Committee engaged an independent consultant, set specific threshold/target/maximum goals (including linear interpolation), and applied clawback and other governance safeguards. Recent strong financial performance (e.g., 2025 Adjusted EBITDA (Pre-Bonus) achieving maximum PSU payouts) has led to material equity and bonus payouts, which underscores the alignment but may also raise scrutiny over large realized pay. The Board recommends approval because it believes the mix, metrics and governance features appropriately incentivize management and align with shareholder interests while maintaining retention. Investors should weigh the non-binding nature of the vote, the company's controlled‑company status and related governance implications, and the fact that future compensation decisions will consider the outcome of this vote. While advisory, a robust dissent could prompt the Compensation Committee to revisit metric selection, targets, or the balance between cash and equity-based rewards.
Non-binding vote to select whether future advisory say-on-pay votes should occur every one, two, or three years (Board recommends one year).
This non-binding proposal asks stockholders to choose the frequency—every one, two or three years—at which Dave will hold future advisory votes on executive compensation. Management is asking for shareholder input on cadence rather than approval of a substantive compensation policy; the Board recommends an annual vote, arguing that yearly feedback gives the Compensation Committee timely data to adjust pay practices and better aligns governance oversight with evolving performance and stakeholder expectations. The company notes statutory requirements to solicit this frequency vote at least once every six years and frames the question as a governance and investor-engagement issue. Annual votes increase administrative frequency but improve responsiveness to shareholders, while multi-year schedules reduce administrative burden but could delay corrective action on pay practices. Given this is Dave’s first say-on-pay cycle and the company’s recently adopted compensation structure (large performance-based PSU components tied to Adjusted EBITDA (Pre-Bonus)), the Board prefers yearly engagement to monitor pay-for-performance alignment. The vote is advisory and non-binding, but a clear shareholder preference could influence the Board’s long-term governance framework and cadence of engagement. Investors should weigh the benefits of frequent oversight against administrative costs and consider how quickly the Compensation Committee would need to react to vote outcomes or shifts in Company performance.
Ratify the appointment of Deloitte & Touche LLP as Dave’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hood River Capital Management LLC | 9.01% | 1,145,901 | $199M |
| 2 | Divisadero Street Capital Management, LP | 5.04% | 640,840 | $112M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.96% | 503,528 | $88M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.40% | 431,800 | $75M |
| 5 | BlackRock, Inc. | 3.12% | 397,038 | $69M |
| 6 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 2.53% | 321,791 | $56M |
| 7 | BlackRock, Inc. | 2.47% | 314,525 | $55M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.27% | 288,502 | $50M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.88% | 238,765 | $42M |
| 10 | STATE STREET CORP | 1.84% | 233,788 | $41M |
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