Dave (DAVE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2025, to be held virtually, with voting on key proposals and participation open to shareholders of record as of April 4, 2025.

• Shareholders will vote on the election of two Class I directors and the ratification of Deloitte & Touche LLP as the independent auditor for 2025.

• Company emphasizes its mission to provide accessible, transparent financial services and highlights recent business developments and governance practices.

Voting matters and shareholder proposals

• Proposal One: Election of Michael Pope and Yadin Rozov as Class I directors for three-year terms.

• Proposal Two: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2025.

• Board recommends voting FOR both proposals; no other shareholder proposals were received.

• Shareholders of record as of April 4, 2025, are eligible to vote, with multiple voting methods available.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms.

• Jason Wilk serves as Chairperson and CEO; Brendan Carroll is Lead Independent Director.

• All directors except Mr. Wilk are independent under Nasdaq rules; company qualifies as a controlled company but does not rely on exemptions.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined responsibilities and independent members.

• Directors are selected based on a range of qualifications, including experience, independence, and diversity of perspectives.