DEF 14A of Dave Inc./DE
Filed Apr 22, 2024 · FY20230001140361-24-021029
Compensation Committee
| • | reviewing on a periodic basis and making recommendations regarding non-employee director compensation to the board of directors; |
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II expire at our Annual Meetings of Stockholders to be held in 2025 and 2026, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the Class III nominees named below, who are currently serving as directors in Class III, be elected as a Class III director for a three-year term expiring at our 2027 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Shares represented by proxies will be voted “FOR” the election of the nominee named below, unless the proxy is marked to withhold authority to so vote. If the nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. The Class III nominees have consented to being named in this Proxy Statement and to serving if elected. Stockholders may not cumulate votes for the election of directors.
Nominee to Our Board of Directors
Nominee to Our Board of Directors The names of each of the nominees, their ages, positions and the start of their service on our board of directors are provided in the table below.
Nominee to Our Board of Directors
| Name | Age | Position | Director Since | | Jason Wilk | 38 | Chief Executive Officer and Director | January 2022 | | Brendan Carroll | 46 | Director(1)(2) | January 2022 | | Imran Khan | 46 | Director(1) | August 2023 |
Nominee to Our Board of Directors
| (1) Member of our audit committee |
Nominee to Our Board of Directors
| (2) Member of our nominating and corporate governance committee |
Nominee to Our Board of Directors
Jason Wilk. Mr. Wilk has served as Chief Executive Officer and Chairperson of the board of directors of the Company since the closing of the Business Combination in January 2022. Mr. Wilk is the co-founder and has served as Chief Executive Officer of Dave since May 2016. Mr. Wilk has over 15 years of experience building digital companies. Prior to Dave, from October 2009 to July 2016, Mr. Wilk founded and served as Chief Executive Officer of AllScreen, an Inc 5000 top 20 technology platform that enabled large media outlets to syndicate their digital content to over 500 publishers. AllScreen was backed by leading investors Y Combinator and Mark Cuban before being acquired in 2015. Mr. Wilk began his career as the founder and Chief Executive Officer of 1DaySports.com, one of the first flash sale websites, which was acquired in 2008. Mr. Wilk holds a B.B.A. from Loyola Marymount University, College of Business Administration where he studied international business and technology. We believe that Mr. Wilk is qualified to serve as a director because of his in-depth knowledge of our business and industry, and his ability to effectively identify strategic priorities and formulate and implement strategic initiatives. Brendan Carroll. Mr. Carroll has served as a member of the board of directors of the Company under the terms of the Business Combination Agreement since the closing of the Business Combination in January 2022. Mr. Carroll is a Senior Partner at Victory Park Capital Advisors, LLC (“Victory Park”), which he co-founded in 2007. He is responsible for strategic initiatives and firm operations in addition to sourcing, evaluating and executing investment opportunities. Mr. Carroll also oversees marketing, fundraising, business development and investor relations for the firm. Mr. Carroll has served as member of the board of directors of Victory Park portfolio company, johnnie-O, since 2015, and has served as a member of the board of directors and as the Co-Chief Executive Officer of each of VPC Impact Acquisition Holdings II (Nasdaq: VPCB), a special purpose acquisition company founded by an affiliate of Victory Park, and VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC), a special purpose acquisition company founded by an affiliate of Victory Park, since January 2021. From 2005 to 2007, Mr. Carroll was a member of the Solutions Group at Magnetar Capital LLC, where he specialized in direct financings to lower middle market companies. He has held various investment banking positions at William Blair and Robertson Stephens, specializing in corporate finance and mergers and acquisitions. Mr. Carroll received a B.A. in government from Georgetown University and an M.B.A. from Harvard Business School. Mr. Carroll is a member of the Finance Council of the Archdiocese of Chicago and previously served on the Board of Regents at Georgetown University. He is also a director on the board of the Ann & Robert H. Lurie Children’s Hospital of Chicago and is also a member of the board’s Finance Committee. We believe that Mr. Carroll’s extensive management and professional experience in the finance industry qualify him to serve as a director. Imran Khan. Mr. Khan has served as a member of the board of directors of the Company since August 2023. Mr. Khan is the founder and Chief Investment Officer of Proem Asset Management, an investment firm that focuses on the technology space. Prior to co-founding Proem Asset Management in November 2018, Mr. Khan served as Snap Inc.’s Chief Strategy Officer, where he oversaw the company’s corporate strategy, revenue generation, business operations and partnerships. Additionally, Mr. Khan co-founded and currently servs as chairman of Verishop, an eCommerce enablement company that empowers independent and emerging brands. Previously, Mr. Khan was a Managing Director and Head of Global Internet Investment Banking at Credit Suisse from May 2011 to January 2015 where he advised on more than $45 billion-worth of Internet M&A and financing transactions. Before joining Credit Suisse, Mr. Khan held the role of Managing Director and Head of Global Internet Research at JPMorgan Chase from March 2004 to May 2011. Mr. Khan holds a B.S.B.A. in Finance and Economics from the University of Denver. We believe that Mr. Khan’s extensive management experience and professional experience in the finance and technology industries qualify him to serve as a director.
Continuing Directors
Continuing Directors The names of the directors who are serving for terms that end following the Annual Meeting, their ages, positions and the starts of service on our board of directors are provided in the table below.
Continuing Directors
| Name | Age | Position | Director Since | | Class I Directors: | | | | | Michael Pope | 56 | Director(1)(2) | January 2022 | | Yadin Rozov | 46 | Director(3) | July 2023 | | Class II Directors: | | | | | Andrea Mitchell | 52 | Director(2)(3) | January 2022 | | Dan Preston | 38 | Director(1)(3) | January 2022 |
Continuing Directors
| (1) Member of our audit committee |
Continuing Directors
| (2) Member of our nominating and corporate governance committee |
Continuing Directors
| (3) Member of our compensation committee |
Continuing Directors
Michael Pope. Mr. Pope has served as a member of the board of directors of the Company since January 2022. Mr. Pope served as Chief Financial Officer and Senior Vice President at Shutterfly, Inc. from October 2015 until his retirement in November 2019. He has over 25 years of financial experience having served as Chief Financial Officer at numerous technology companies, including Clean Power Finance, Inc., MarketTools Inc., Network General Corporation, DigitalThink, Inc. and Dionex Corporation. He previously served as a member of the board of directors and audit committee chairman at both Arlo Technologies, Inc. and Dionex Corporation. Mr. Pope holds a B.A. in Quantitative Economics from Stanford University and an M.B.A. from the Haas School of Business at the University of California at Berkeley. We believe that Mr. Pope is qualified to serve as a director because of his extensive financial experience and his deep familiarity with the technology industry. Yadin Rozov. Mr. Rozov has served as a member of the board of directors of the Company since July 2023. Mr. Rozov is the founder and managing partner of Terrace Edge Ventures LLC, a financial advisory firm, since January 2022. From 2019 to 2021, Mr. Rozov was a Partner of GoldenTree Asset Management LLC, a leading global credit asset management firm. From 2019 to 2021, Mr. Rozov also served as the Chief Executive Officer and President of Syncora Guarantee Inc. and from 2020 to 2021, as Chief Executive Officer of Financial Guaranty UK Ltd, each of which is a stand-alone specialty insurance company owned by GoldenTree. From 2009 to 2019, he was a Partner and Managing Director at Moelis & Company where he headed the Financial Institution Advisory group and was on the Management Committee of Moelis Asset Management. From 2014 to 2019, Mr. Rozov helped co-found College Avenue Student Loans LLC and served on its board and co-founded Chamonix Partners Capital Management LLC. From 2007 to 2009, Mr. Rozov was a Managing Director at UBS AG, where he was the Head of the Americas for the Repositioning Group. Mr. Rozov has served on the board of directors of Oramed Pharmaceuticals Inc. (Nasdaq: ORMP) since April 2022, on the board of directors of Midwest Holding Inc. (Nasdaq: MDWT) since June 2022, and on the board of directors of Neo Performance Materials Inc. since August 2022. Mr. Rozov holds an M.Sc. in data science from Columbia University and a bachelor’s degree with highest honors in physics and materials engineering from Rutgers University. We believe that Mr. Rozov’s extensive and varied experience in management and financial services and experience as a director of other public companies qualify him to serve as a director. Andrea Mitchell. Ms. Mitchell has served as a member of the board of directors of the Company since the closing of the Business Combination in January 2022. Ms. Mitchell is the Managing Partner and a founding member of Mitchell Sandler LLC, a nationally recognized law firm in banking and finance law, since May 2019. Prior to joining Mitchell Sandler, Ms. Mitchell was a partner at the law firm of BuckleySandler from January 2011 to April 2019, which she joined in April 2009 as an associate. Prior to BuckleySandler, Ms. Mitchell served as Counsel in the Legal Division at the Federal Reserve Board from September 2007 to April 2009, where she worked on numerous consumer regulations, advised supervised entities on queries related to consumer protection statutes, and participated in several interagency task forces. Ms. Mitchell received her J.D. from American University and a bachelor’s degree in political science from the University of Wisconsin-Madison. We believe that Ms. Mitchell’s professional experience and legal acumen qualify her to serve as a director. Dan Preston. Mr. Preston has served as a member of the board of directors of the Company since the closing of the Business Combination in January 2022. Mr. Preston has served as the Chief Executive Officer and Director of Metromile, an automobile insurance company offering usage-based insurance policies, since 2014, where he previously served as Chief Technology Officer since joining in 2013. Prior to joining Metromile, Mr. Preston was the co-founder and Chief Technology Officer of AisleBuyer, a mobile retail innovator that was acquired by Intuit in April 2012. Mr. Preston received a bachelor’s degree in Computer Science from Brandeis University and a master’s degree in Computer Science with a specialization in Artificial Intelligence, Machine Learning and Computer Vision from Stanford University. We believe that Mr. Preston’s experience in innovative and growing technology companies qualifies him for service on our board of directors.
Family Relationships
Family Relationships There are no family relationships among any of our directors and executive officers.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES FOR THE
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES FOR THE ELECTION OF THE CLASS III DIRECTORS SET FORTH IN THIS PROPOSAL ONE.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2023. Mr. Wilk is not included in the table below, as he is employed as our Chief Executive Officer, and receives no compensation for his service as a director. The compensation received by Mr. Wilk as an employee is shown in “Executive Compensation-Summary Compensation Table” below.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(4) | Total ($) | | Teresa Aragones(1) | 22,891 | 178,694 | 201,585 | | Brendan Carroll | 69,000 | — | 69,000 | | Imran Khan(2) | — | — | 0 | | Andrea Mitchell | 46,000 | 178,694 | 224,694 | | Michael Pope | 60,560 | 178,694 | 239,254 | | Dan Preston | 59,000 | 178,694 | 237,694 | | Yadin Rozov(3) | 20,429 | 166,012 | 186,441 |
Director Compensation Table
| (1) Ms. Aragones resigned from our board of directors and Nominating and Corporate Governance Committee effective as of August 1, 2023. |
Director Compensation Table
| (2) Mr. Khan was appointed as a director of the Company effective as of August 8, 2023 and he received no compensation for service on our board of directors for 2023. |
Director Compensation Table
| (3) Mr. Rozov was appointed as a director of the Company effective as of July 6, 2023 and he serves on the Compensation Committee. In connection with his appointment as a director, Mr. Rozov received an initial grant of restricted stock units, which is reported in the “Stock Awards” column. Such award will vest in three equal annual installments beginning on the earlier to occur of (i) the next annual meeting of stockholders of the Company or (ii) the one-year anniversary of the grant date. Mr. Rozov’s cash-based director compensation was pro-rated based on his appointment date. |
Director Compensation Table
| (4) Stock awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense for 2023, please see Note 16 of the consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 5, 2024. |
Director Compensation Table
Our non-employee directors held the following number of restricted stock units and stock options as of December 31, 2023:
Director Compensation Table
| Name | Shares Subject to Outstanding Restricted Stock Units | Shares Subject to Outstanding Stock Options | | Teresa Aragones | — | — | | Brendan Carroll | 1,089 | — | | Imran Khan | — | — | | Andrea Mitchell | 32,494 | — | | Michael Pope | 32,494 | — | | Dan Preston | 32,494 | 24,125 | | Yadin Rozov | 30,239 | — |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Prior to January 31, 2022, we did not have a formal policy to compensate our non-employee directors. On January 26, 2018, Dan Preston received a stock option grant to purchase 24,125 shares of Legacy Dave Class A common stock, as adjusted for the 32-for-1 reverse stock split effected on January 5, 2023. The option became fully vested and exercisable on October 6, 2019. Effective January 31, 2022, in connection with the closing of the Business Combination, we adopted our Non-Employee Director Compensation Policy, which we refer to herein as the Director Compensation Policy, pursuant to which we pay each non-employee director annual cash retainers and equity awards, as further described below. The Director Compensation Policy was amended and restated on February 22, 2023 to remove the automatic initial equity grant for new non-employee directors as described further below and no other material amendments to the Director Compensation Policy were made at that time. Pursuant to the Director Compensation Policy, each non-employee director is entitled to receive an annual cash retainer for service on the board of directors and an additional annual cash retainer for service on each committee on which the non-employee director is a member. Our Lead Independent Director and the chair of each committee will receive higher annual cash retainers for such service. All annual cash retainers are paid quarterly in arrears and are pro-rated for partial quarters of service. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors of which the non-employee director is a member are as follows. No increases to such rates were made in 2023, compared with 2022: Annual Board Member Service Retainer
Non-Employee Director Compensation Arrangements
| • | All Non-Employee Directors: $35,000 |
Non-Employee Director Compensation Arrangements
| • | Non-Employee Director serving as Chair: $35,000 (in addition to above) |
Non-Employee Director Compensation Arrangements
| • | Non-Employee Director serving as Lead Independent Director: $20,000 (in addition to above) |
Non-Employee Director Compensation Arrangements
Annual Committee Member Service Retainer
Non-Employee Director Compensation Arrangements
| • | Member of the Audit Committee: $10,000 |
Non-Employee Director Compensation Arrangements
| • | Member of the Compensation Committee: $7,000 |
Non-Employee Director Compensation Arrangements
| • | Member of the Nominating and Corporate Governance Committee: $4,000 |
Non-Employee Director Compensation Arrangements
Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer)
Non-Employee Director Compensation Arrangements
| • | Chair of the Audit Committee: $20,000 |
Non-Employee Director Compensation Arrangements
| • | Chair of the Compensation Committee: $14,000 |
Non-Employee Director Compensation Arrangements
| • | Chair of the Nominating and Corporate Governance Committee: $8,000 |
Non-Employee Director Compensation Arrangements
The Director Compensation Policy provides that at each annual stockholder meeting following a non-employee director’s appointment to the board of directors and subject to such non-employee director’s service on the board of directors since December 31st of the calendar year prior to such annual meeting, each non-employee director will be granted an additional restricted stock unit award with a grant date value of $165,000 (which was the same rate in effect for 2022), which will vest in full upon the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the applicable non-employee director’s continuous service through the applicable vesting date. Notwithstanding the foregoing, for each non-employee director who remains in continuous service as a member of our board of directors until immediately prior to the consummation of a change in control of our Company, any unvested portion of an equity award granted in consideration of such non-employee director’s service as a member of our board of directors will vest in full immediately prior to, and contingent upon, the consummation of a change in control of our Company. The Director Compensation Policy previously provided that upon initial election or appointment to our board, a non-employee director would be granted a restricted stock unit award, with a grant date value of $330,000, which would vest in three equal annual installments, subject to the applicable non-employee director’s continuous service through each applicable vesting date (each an “Initial Equity Grant”). In February 2023, the Compensation Committee approved an amendment to the Director Compensation Policy, pursuant to which non-employee directors no longer automatically receive an Initial Equity Grant upon initial election or appointment to our board. Instead, our board of directors may make initial grants to non-employee directors in their discretion. Our board of directors also has discretion to grant additional equity awards to certain non-employee directors for services to the Company that exceed the expectations for a non-employee director or for other circumstances determined to be appropriate by our board of directors. We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our board of directors and committees. The non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Jason Wilk. For Mr. Wilk’s biography, please see “Proposal One: Election of Directors—Nominee to Our Board of Directors.”
Jason Wilk. For Mr. Wilk’s biography, please see “Proposal One: Election of Directors—Nominee to Our Board of Directors.” Kyle Beilman. Mr. Beilman has served as Chief Financial Officer and Secretary since the closing of the Business Combination and prior to the Business Combination served as Legacy Dave’s Chief Financial Officer since January 2021 and between July 2017 to October 2019. From October 2019 to January 2021, Mr. Beilman served as Legacy Dave’s Chief Operating Officer. Since January 2021, Mr. Beilman has served as Vice President of Dave OD Funding I, LLC, a wholly owned subsidiary of Dave (“Dave OD”). Prior to joining Legacy Dave, Mr. Beilman worked in corporate strategy at Red Bull from January 2016 to July 2017. Prior to Red Bull, Mr. Beilman worked in investment banking focused on mergers and acquisitions at Centerview Partners from August 2013 to January 2016 and Moelis & Company from May 2012 to August 2013. Mr. Beilman holds a B.S. from the University of Southern California Marshall School of Business.
EXECUTIVE COMPENSATION
| 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 | 2023 | 425,000 | 425,000 | 717,250 | 743,750 | 13,200 | 2,324,200 | | | 2022 | 425,387 | 106,250 | — | 106,250 | 16,450 | 654,337 | | Kyle Beilman Chief Financial Officer | 2023 | 425,000 | 318,750 | 445,812 | 557,813 | 13,200 | 1,760,575 | | | 2022 | 425,319 | 79,688 | 12,575,175 | 79,688 | 13,796 | 13,173,666 |
Narrative Disclosure to 2023 Summary Compensation Table
| (1) All stock options listed in the Outstanding Equity Awards at Fiscal Year-End table above cover shares of Class A common stock following the consummation of the Business Combination and were granted under the 2017 Plan. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Severance Payments and Benefits Please refer to the section above entitled “Executive Compensation Arrangements” for a description of the severance payments and benefits Mr. Wilk and Mr. Beilman will be entitled to receive upon certain qualifying terminations of employment pursuant to their respective employment agreements. Wilk 2021 Option Grant On March 3, 2021, Jason Wilk received a stock option grant to purchase 8,458,481 shares of Legacy Dave Class A common stock, which, as adjusted for the 32-for-1 reverse stock split which occurred on January 5, 2023, now covers 358,001 shares. Subject to the occurrence of a “public listing” or “corporation transaction” (as defined in the 2017 Plan) (the “liquidity requirement”), the option will vest and become exercisable as to a particular tranche of shares set forth in the table below (i) upon the achievement of the corresponding stock price milestone as to such tranche of shares (the “milestone requirement”) and (ii) subject to Mr. Wilk’s continuous employment by the Company or its successor as its Chief Executive Officer, Executive Chair or another C-suite position as an officer of the Company reporting to the board or the then-chief executive officer through the date such stock price milestone is achieved (the “service requirement”). Notwithstanding the foregoing, following a public listing of Legacy Dave Common Stock, no portion of the option may be exercised (even if vested) unless and until the date that the existing stockholders of the Company as of the date of grant are not subject to any lock up restrictions imposed in connection with such public listing and their shares are freely tradable under a registration statement, Rule 144 (without regard to volume limitations) or other exemption from registration. A milestone requirement will only be deemed satisfied if the Company’s board of directors or its delegate certifies that the stock price milestone has been achieved as of a particular date (which certification will be done within 30 days after any stock price milestone has been achieved). The achievement of a stock price milestone will also satisfy the achievement of any unachieved stock price milestone for a lower-numbered tranche. Once a stock price milestone has been achieved, it is forever deemed achieved and it cannot be achieved again.
Potential Payments Upon Termination or Change in Control
| 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 |
Potential Payments Upon Termination or Change in Control
Mr. Wilk’s stock option provides that if Mr. Wilk’s employment is terminated without cause or Mr. Wilk resigns for “good reason,” the stock option will remain outstanding and exercisable in accordance with its terms until the earlier of (i) the 4-year anniversary of the termination date, (ii) March 2, 2031 or (iii) such earlier date as provided or permitted under the 2017 Plan. Upon a termination of employment for any other reason (other than for cause), the stock option will terminate with respect to unvested shares subject to the stock option 90 days following the termination date (or March 2, 2031 if earlier). Notwithstanding the foregoing, if Mr. Wilk’s employment as the Chief Executive Officer, Executive Chair or another C-suite position as an officer of the Company reporting to the Company’s board of directors or the then-chief executive officer of the Company (or any successor) is terminated without cause or Mr. Wilk resigns for “good reason,” the service requirement will be deemed satisfied and the stock option (to the extent it is then outstanding and unexercised) will remain outstanding and will vest when and if the liquidity and milestone requirements are met until the earlier to occur of (i) the date that is 2 years following Mr. Wilk’s termination date or (ii) the stock option’s earlier termination. If requested by the Company, Mr. Wilk will execute a general release of claims in connection with Mr. Wilk’s termination of employment. “Good reason” generally includes the occurrence of the following without Mr. Wilk’s consent: (a) a decrease of more than 20% in Mr. Wilk’s total annual cash compensation (excluding any equity-related or long-term incentive compensation opportunity) other than a reduction applied equally to all executives or (b) a requirement that Mr. Wilk hold a position other than Chief Executive Officer, Executive Chair or another C-suite position as an officer reporting to the Company’s board of directors or the then-chief executive officer of the Company. For purposes of Mr. Wilk’s stock option, a “public listing” occurs when (i) the Company’s shares (or shares of any successor or parent company thereof) becomes publicly traded on an internationally-recognized stock exchange or (ii) a transfer or conversion of shares is made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation and the common stock of the surviving corporation or any direct or indirect parent corporation thereof is registered under the Exchange Act or is otherwise publicly traded on an internationally-recognized stock exchange (as determined by the Company’s board of directors). The Business Combination constituted a “public listing” and a “corporate transaction” for purposes of Mr. Wilk’s stock option. For purposes of Mr. Wilk’s stock option, “stock price” means as of a specified date: (a) in the event of a corporate transaction, the per share consideration payable to holders of Legacy Dave Common Stock in connection with such corporate transaction based on the gross proceeds payable in such corporation transaction (as may be readjusted to reflect any additional gross proceeds distributed after the consummation of the corporate transaction); or (b) after a public listing, the per share value of the Company’s outstanding shares based on the mean of the closing prices of the shares for the 30 consecutive trading days immediately preceding such date of determination, commencing as of the trading day that is 29 trading days prior to the six month anniversary of the public listing. Beilman 2018 Option Grants On November 14, 2018, Mr. Beilman received a stock option grant to purchase 880,140 shares of Legacy Dave Common Stock, which, as adjusted for the 32-for-1 reverse stock split which occurred on January 5, 2023, covered 37,251 shares, of which 27,958 remained unexercised as of December 31, 2023. The stock option vested on July 15, 2019 and 1/48th monthly thereafter, subject to Mr. Beilman’s continuous service through each vesting date and is currently fully vested. Mr. Beilman’s stock option provides that if Mr. Beilman’s continuous service terminates, the vested portion of Mr. Beilman’s option will remain exercisable until the earliest to occur of (i) 90 days following the termination date (10 days if the termination is for cause or 12 months if the termination is due to death or disability) or (ii) November 13, 2028. Compensation Recovery Policy In November 2023, the Company adopted the Dave Inc. Compensation Recovery Policy, which is intended to comply with Exchange Act Rule 10D-1 and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement.