Brendan Carroll
About Brendan Carroll
Brendan Carroll (age 47) is Lead Independent Director at Dave Inc., serving on the board since January 2022; he is identified as independent and as an audit committee financial expert. He is a Senior Partner and co-founder at Victory Park Capital Advisors (est. 2007), with prior roles at Magnetar Capital and investment banking positions at William Blair and Robertson Stephens; he holds a B.A. in Government from Georgetown University and an M.B.A. from Harvard Business School. Carroll’s current board tenure includes lead independent director responsibilities, and he serves on the Audit and Nominating & Corporate Governance committees. His tenure, independence, committee expertise, and education credentials position him as a financially sophisticated director with capital markets and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victory Park Capital Advisors, LLC | Senior Partner; co-founded the firm | Since 2007 | Oversees strategic initiatives, operations, marketing, fundraising, business development, investor relations |
| Magnetar Capital LLC (Solutions Group) | Member | 2005–2007 | Specialized in direct financings to lower middle market companies |
| William Blair; Robertson Stephens | Investment banking positions | Not disclosed | Corporate finance and M&A specialization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| johnnie-O (Victory Park portfolio company) | Director | Since 2015 | Board member |
| VPC Impact Acquisition Holdings II (Nasdaq: VPCB) | Co-CEO and Director | Since Jan 2021 | SPAC leadership |
| VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC) | Co-CEO and Director | Since Jan 2021 | SPAC leadership |
| Archdiocese of Chicago Finance Council | Member | Not disclosed | Finance Council responsibilities |
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Director; Finance Committee member | Not disclosed | Board and Finance Committee service |
Board Governance
- Lead Independent Director responsibilities include presiding over executive sessions, liaison between chair and independent directors, authority to call meetings, consultation on board information flows, engagement with stockholders, and facilitating director-management dialogue .
- Committee assignments: Audit Committee member (financial expert); Nominating & Corporate Governance Committee member. Not a committee chair .
- Independence: Board determined all directors other than the CEO Jason Wilk are independent under Nasdaq rules; Dave qualifies as a “controlled company” but states it does not currently rely on controlled company exemptions .
- Attendance and engagement: Board met 10 times in 2024; all directors attended at least 75% of board and committee meetings on which they served; five of seven directors attended the 2024 annual meeting .
- Committee activity: Audit Committee held 4 meetings; Compensation Committee held 5; Nominating & Corporate Governance Committee held 4 in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $74,151 | Actual cash paid in 2024 |
| Stock Awards ($) | $0 | Carroll elected to receive no stock grant in 2024 |
| Total ($) | $74,151 | Sum of cash and equity |
Director Compensation Policy (as amended April 24, 2024) – cash retainers:
- Annual Board Member Retainer: $40,000
- Lead Independent Director Retainer (additional): $22,000
- Committee Member Retainers: Audit $10,000; Nominating & Corporate Governance $4,500
- Chair Retainers (if applicable; in lieu of member fee): Audit $20,000; Compensation $14,000; Nominating & Corporate Governance $9,000
Performance Compensation
| Equity Component | Standard Policy | 2024 Outcome | Vesting/Performance Detail |
|---|---|---|---|
| Annual Director RSU grant | $165,000 grant date value at each annual meeting (if serving since prior Dec 31) | Carroll elected no stock grant in 2024 | Vests in full upon earlier of first anniversary or next annual meeting; unvested portion accelerates on change-in-control for continuing directors |
- Performance metrics tied to director compensation: None; director equity awards are time-based under the Director Compensation Policy .
Other Directorships & Interlocks
| Relationship | Details | Governance/Conflict Considerations |
|---|---|---|
| Victory Park Capital Advisors (Senior Partner) and Dave OD Funding I, LLC Debt Facility | Dave’s borrowing facility (Agent: Victory Park Management, LLC) originated Jan 2021; increased to $150M commitment Sept 13, 2023; amended Oct 18, 2024; $75M drawn and no repayments as of Dec 31, 2024; interest expense $7.7M in 2024; one-time waiver of LTV covenant effective Oct 18, 2024–Jun 30, 2025 | Related-party exposure as Carroll is a Senior Partner at the firm managing the Agent; Audit Committee oversees risk and related-party transactions under company policy; scrutiny and potential recusals are expected under the Related Party Transactions Policy |
| Mitchell Sandler PLLC (Andrea Mitchell is partner; fellow director) | Legal services paid approx. $1.3M (2024) and $0.8M (2023) | Another related-party transaction; covered by policy requiring Audit Committee or independent directors’ approval |
Expertise & Qualifications
- Audit committee financial expert designation; Audit Committee member with financial sophistication under SEC/Nasdaq rules .
- Deep finance and capital markets experience (private credit, SPAC leadership, investment banking M&A/corporate finance) .
- Education: B.A. Government (Georgetown); M.B.A. Harvard Business School .
- Lead Independent Director role with defined responsibilities for board effectiveness and shareholder engagement .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | Total Voting Power | Derivatives/Equity Awards |
|---|---|---|---|---|---|---|
| Brendan Carroll | 1,634 | <1% | — | — | <1% | 544 RSUs outstanding; 0 options |
- Hedging policy: Company prohibits directors from engaging in hedging transactions (e.g., collars, swaps); no pledging disclosures noted for Carroll .
Governance Assessment
- Board effectiveness: Carroll’s dual roles as Lead Independent Director and Audit Committee financial expert support independent oversight and risk management. Attendance levels indicate active engagement, and governance guidelines plus executive sessions provide structure for independent oversight .
- Alignment: Carroll elected to forego 2024 equity grants, resulting in lower equity-based alignment relative to peers; he retained 544 RSUs and holds 1,634 Class A shares, representing less than 1% voting power .
- Controlled company context: Dave is a controlled company (majority voting power held by CEO), but it states it does not currently rely on the exemptions; the board has a majority of independent directors, including Carroll .
- Related-party risk indicators:
- RED FLAG: Debt facility agented by Victory Park (firm where Carroll is Senior Partner) with $75M outstanding and $7.7M interest expense in 2024; covenant breach addressed via one-time waiver to June 30, 2025. Given Carroll’s Audit Committee membership, robust recusal and independent review are critical to mitigate perceived conflicts .
- RED FLAG: Multiple related-party transactions (legal services with a fellow director’s firm) increase governance sensitivity; application of the Related Party Transactions Policy and Audit Committee oversight is necessary .
- Director compensation structure: Cash retainers increased in April 2024 to align with peers (Aon consulted); standard RSU grants are time-based with $165k value and CIC acceleration, supporting retention but offering limited performance linkage for directors .
Implications for investor confidence: Carroll’s financial expertise and LID role are positives for oversight, but his Victory Park affiliation tied to Dave’s primary debt facility is a material related-party exposure that warrants continuous monitoring of recusals, independent approvals, and disclosure clarity to mitigate conflict risks .