Andrea Mitchell
About Andrea Mitchell
Andrea Mitchell (age 53) has served as an independent director of Dave Inc. since January 2022. She is Managing Partner and a founding member of Mitchell Sandler PLLC, a nationally recognized banking and finance law firm, and previously served as Counsel at the Federal Reserve Board, with deep expertise in consumer financial regulation. She holds a J.D. from American University and a B.A. in political science from the University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitchell Sandler PLLC | Managing Partner & Founding Member | May 2019–Present | Banking and finance law expertise supporting regulatory oversight |
| BuckleySandler (now Buckley) | Partner; previously Associate | Associate Apr 2009–Jan 2011; Partner Jan 2011–Apr 2019 | Financial services regulatory practice |
| Federal Reserve Board (Legal Division) | Counsel | Sep 2007–Apr 2009 | Worked on consumer regulations; advised supervised entities; interagency task forces |
External Roles
No public company directorships are disclosed in Ms. Mitchell’s biography within Dave’s proxy materials .
Board Governance
- Independence: The board identifies Ms. Mitchell as independent under Nasdaq and SEC rules .
- Committee memberships (FY2024): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs: Compensation Committee chaired by Dan Preston; Nominating & Corporate Governance chaired by Michael Pope .
- Meetings and attendance: The board met 10 times in 2024; all directors attended at least 75% of board and committee meetings on which they served .
| Committee | Membership (2024/2025) | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Not a member | Michael Pope | 4 |
| Compensation Committee | Member | Dan Preston | 5 |
| Nominating & Corporate Governance Committee | Member | Michael Pope | 4 |
Compensation Committee interlocks: None of the compensation committee members (including Ms. Mitchell) are or have been officers/employees; no interlocking relationships disclosed .
Fixed Compensation
- Cash retainers (effective April 24, 2024 amendment): Board retainer $40,000; Chair add-on $30,000; Lead Independent Director add-on $22,000. Committee member retainers: Audit $10,000; Compensation $7,000; Nominating & Corporate Governance $4,500. Committee chair retainers (in lieu of member retainer): Audit $20,000; Compensation $14,000; Nominating & Corporate Governance $9,000 .
- 2024 fees earned (Andrea Mitchell): $49,777 in cash .
| Item | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Retainer | $40,000 | Increased from $35,000 on Apr 24, 2024 |
| Chair Add-on | $30,000 | Decreased from $35,000; in addition to board retainer |
| Lead Independent Director Add-on | $22,000 | Increased from $20,000 |
| Audit Committee Member | $10,000 | Annual committee retainer |
| Compensation Committee Member | $7,000 | Annual committee retainer |
| Nominating & Corporate Governance Member | $4,500 | Increased from $4,000 |
| Audit Committee Chair | $20,000 | Chair retainer in lieu of member fee |
| Compensation Committee Chair | $14,000 | Chair retainer in lieu of member fee |
| Nominating & Corporate Governance Chair | $9,000 | Increased from $8,000 |
| Andrea Mitchell – Fees Earned (FY2024) | $49,777 | Cash fees paid in 2024 |
Performance Compensation
- Annual RSU grant: Each non‑employee director receives an RSU with grant-date value of $165,000 at each annual meeting (same rate as 2023), vesting in full upon the earlier of the first anniversary of grant or the next annual meeting, subject to continuous service .
- Change-in-control: Any unvested director equity vests in full immediately prior to, and contingent upon, a change in control (single-trigger for directors) .
- 2024 stock awards (Andrea Mitchell): $179,355 grant-date fair value; outstanding RSUs as of 12/31/2024: 5,267; no stock options .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual Director RSU Grant Value | $165,000 | $165,000 |
| Vesting Condition | Time-based; full vest at earlier of next AGM or 1-year anniversary | Time-based; full vest at earlier of next AGM or 1-year anniversary |
| Change-in-Control Vesting | Full acceleration immediately prior to close (director awards) | Full acceleration immediately prior to close (director awards) |
| Andrea Mitchell – Stock Awards (Grant-Date FV) | $178,694 | $179,355 |
| Andrea Mitchell – Outstanding RSUs at Year-End | 32,494 | 5,267 |
| Andrea Mitchell – Outstanding Stock Options | — | 0 |
Other Directorships & Interlocks
- No other public company boards are disclosed for Ms. Mitchell in Dave’s proxy materials .
- Compensation committee interlocks: none disclosed by the company .
Expertise & Qualifications
- Legal/regulatory: Former Federal Reserve Board Counsel with consumer regulation experience; manages a specialized banking and finance law firm .
- Education: J.D., American University; B.A., University of Wisconsin–Madison .
- Board skill tags: Corporate governance and succession planning via membership on Nominating & Corporate Governance; executive compensation oversight via Compensation Committee .
Equity Ownership
- Beneficial ownership (Class A common stock): 37,765 shares as of April 4, 2025; less than 1% of outstanding shares .
- Prior year holdings: 32,495 shares as of April 12, 2024; less than 1% .
- RSUs outstanding: 32,494 (12/31/2023) and 5,267 (12/31/2024); no options outstanding .
- Family relationships: None among directors/executives .
- Hedging policy: Company policy prohibits hedging transactions by directors .
| Ownership Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Class A Shares Beneficially Owned | — | 32,495 | 37,765 |
| % of Class A Outstanding | — | <1% | <1% |
| RSUs Outstanding (Year-End) | 32,494 | 5,267 | — |
| Stock Options Outstanding | — | 0 | — |
Governance Assessment
-
Strengths
- Independence and dual committee service (Compensation; Nominating & Governance) support board effectiveness and oversight continuity .
- Relevant regulatory and legal expertise (FRB Counsel; banking law firm leadership) aligns with Dave’s consumer finance operations and compliance needs .
- Active committees with defined charters and regular meetings (Compensation: 5 in 2024; Nominating & Governance: 4) indicate engaged oversight .
- Use of an independent compensation consultant (Aon) to benchmark director pay and adjust retainers suggests attention to market practices and governance hygiene .
-
Alignment and Risks
- Director equity awards are time-based with single-trigger change-in-control acceleration—this can dilute pay-for-performance alignment and is noted as a potential red flag for investors focused on robust performance gating of director equity .
- Disclosed attendance threshold is “at least 75%,” which meets minimum expectations but lacks individual director-level visibility; investors may seek more granular attendance disclosure .
- Beneficial ownership is less than 1% of shares outstanding; while typical for non-employee directors at small caps, some investors prefer explicit ownership guidelines and compliance tracking—no director ownership guidelines are disclosed in the proxy .
-
Conflicts and Related Parties
- No family relationships disclosed among directors/executives .
- Company maintains a written related party transaction policy requiring audit committee approval for transactions over $120,000 involving insiders, mitigating conflict risk; no related-party transactions involving Ms. Mitchell are disclosed in the proxy .
Overall signal: Independent, governance-focused director with strong regulatory credentials; compensation program largely market-aligned (consultant benchmarking), but single-trigger equity acceleration and time-based vesting limit performance linkage for director pay .