Dan Preston
About Dan Preston
Dan Preston, age 39, has served as an independent Class II director of Dave Inc. since January 2022. He is Chair of the Compensation Committee and a member of the Audit Committee. Preston is currently CEO of Stand Insurance; previously he was CEO and Director of Metromile (2014–2022), and earlier co‑founder/CTO at AisleBuyer (acquired by Intuit in April 2012). He holds a B.S. in Computer Science from Brandeis University and an M.S. in Computer Science (AI/ML, Computer Vision) from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stand Insurance | Chief Executive Officer | Current | Property insurance innovator leadership |
| Metromile | Chief Executive Officer and Director | 2014–2022 | Led usage‑based auto insurance; prior CTO in 2013 |
| AisleBuyer | Co‑Founder & Chief Technology Officer | Pre‑Apr 2012 | Mobile retail innovator; company acquired by Intuit (Apr 2012) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company directorships disclosed in proxy materials . |
Board Governance
- Committee assignments: Compensation Committee Chair; Compensation Committee members are Dan Preston, Andrea Mitchell, and Yadin Rozov . Audit Committee member alongside Brendan Carroll, Imran Khan, and Michael Pope; Pope chairs .
- Independence: The board determined all directors other than the CEO (Jason Wilk) are independent under Nasdaq rules; Preston is independent .
- Attendance and engagement: Board met 10 times in 2024; all directors attended at least 75% of meetings and applicable committees; in 2023, all except Imran Khan met the 75% threshold .
- Leadership and controls: Brendan Carroll serves as Lead Independent Director; the company qualifies as a “controlled company” (majority voting power held by CEO) but states it is not relying on controlled company exemptions currently .
- 2025 shareholder voting outcomes (context for governance sentiment): Class I directors were re‑elected; auditor ratified (vote counts below) .
| Proposal | Votes For | Votes Withheld/Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Michael Pope (Director) | 19,521,525 | 2,176,256 | — | 2,801,695 |
| Yadin Rozov (Director) | 19,588,003 | 2,109,778 | — | 2,801,695 |
| Deloitte & Touche LLP (Auditor) | 24,493,754 | 4,051 | 1,671 | — |
Fixed Compensation
- Structure: Annual cash retainers effective April 24, 2024—Board member $40,000; Audit Committee member $10,000; Compensation Committee member $7,000; Compensation Committee Chair $14,000; Nominating Committee member $4,500; Lead Independent Director $22,000; Board Chair (non‑employee) $30,000 (in addition to board retainer) .
- No meeting fees; retainers paid quarterly and prorated as needed .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 59,000 | Based on prior retainer schedule (Board $35k; Audit $10k; Comp $7k; Comp Chair $14k; Nominating $8k chair/$4k member) . |
| 2024 | 62,434 | Reflects April 2024 retainer increases and prorating . |
Performance Compensation
- Equity mix: Annual director RSU grant with grant‑date value $165,000; vests in full upon the earlier of first anniversary or next annual meeting, contingent on continuous service .
- 2024 director equity: Preston received stock awards valued at $179,355 (grant‑date fair value per ASC 718) . 2023 stock awards valued at $178,694 .
- Options: Legacy director option grant from 2018 fully vested; shown outstanding at year‑end 2023 (24,125); no options shown outstanding for Preston at year‑end 2024 (0) .
| Year | Stock Awards ($) | RSUs Outstanding at Year‑End (#) | Options Outstanding at Year‑End (#) |
|---|---|---|---|
| 2023 | 178,694 | 32,494 | 24,125 |
| 2024 | 179,355 | 5,267 | 0 |
Vesting terms: Annual director RSUs vest fully at the earlier of 1 year post‑grant or next annual meeting date .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no member of the Compensation Committee served as an officer/employee, and no reciprocal interlocking relationships disclosed .
- Related parties: No related‑party transactions disclosed involving Preston personally; notable related‑party items involve other directors (e.g., Victory Park debt facility managed by an affiliate where Brendan Carroll is Senior Partner; legal services by Mitchell Sandler PLLC, where Andrea Mitchell is a partner) .
Expertise & Qualifications
- Technical and operating expertise: AI/ML and Computer Vision specialization; experience as technology executive and insurtech CEO (Metromile; Stand Insurance) .
- Governance qualifications: Compensation Committee Chair; Audit Committee member; the board notes his experience in innovative, growing technology companies qualifies him for service .
Equity Ownership
| Date (Record) | Class A Shares | % | RSUs Vested within 60 days (Class A) | Options Exercisable within 60 days | Total Voting Power % |
|---|---|---|---|---|---|
| April 12, 2024 | 1,090 | * | 31,405 | 12,125 | * |
| April 4, 2025 | 1,634 | * | 4,726 | — | * |
- Less than one percent.
Beneficial ownership (2025): Total beneficial ownership reported as 6,360 Class A shares, consisting of 1,634 directly owned plus 4,726 underlying RSUs vesting within 60 days .
Insider trading policy prohibits hedging transactions (e.g., swaps, collars); no specific pledging disclosures identified in proxies .
Governance Assessment
- Board effectiveness: Preston chairs the Compensation Committee and serves on the Audit Committee—positions aligned with his operating and technology background; the board reports appropriate independence and committee financial expertise on Audit Committee .
- Alignment and incentives: Director equity grants (annual RSUs) provide ongoing alignment; Preston’s cash compensation increased modestly in 2024 due to peer‑aligned retainer changes, while equity grants remained consistent at $165k grant value policy (2024 award value $179,355) .
- Attendance and engagement: Board met 10 times in 2024 with at least 75% attendance by all directors; Preston met attendance expectations in 2023 and 2024 (Khan was the only exception in 2023) .
- Conflicts and red flags:
- Controlled company risk: CEO holds majority voting power; while the company states it is not relying on exemptions, controlled status can reduce governance protections versus fully independent boards .
- Related‑party exposures: No Preston‑specific related‑party transactions disclosed; other director‑related transactions (e.g., Victory Park facility, legal services) are overseen under a related‑party policy requiring Audit Committee approval .
- No director tax gross‑ups, option repricings, or attendance shortfalls disclosed for Preston; no say‑on‑pay votes disclosed (ballot items in 2025 were director elections and auditor ratification) .
Overall signal: Preston’s governance profile reflects independence, active committee leadership (Compensation Chair) and adequate attendance, with compensation practices (cash retainer plus annual RSUs) aligned to peer norms after 2024 updates. Controlled company status remains a structural governance consideration for investors despite stated non‑reliance on exemptions .