Jason Wilk

About Jason Wilk

Jason Wilk (age 39) is Dave Inc.’s Founder, Chief Executive Officer, President, and Chairperson of the Board; he has led Dave since its inception in May 2016 and joined the public company board at the January 2022 business combination close . He holds a B.B.A. from Loyola Marymount University and previously founded AllScreen (exited 2015) and 1DaySports.com (acquired 2008) . Under Wilk’s leadership, FY2024 revenue grew 34% year over year to $347.1 million, adjusted EBITDA improved to $86.5 million from a loss in 2023, and GAAP net income reached $57.9 million; Q4 2024 revenue hit a record $100.9 million and adjusted EBITDA was $33.4 million . Management guided FY2025 revenue of $415–$435 million and adjusted EBITDA of $110–$120 million, citing tailwinds from a new fee structure and operating leverage .

Past Roles

Fixed Compensation

Performance Compensation

• Annual bonus design (2024): 50% Non‑GAAP Variable Profit; 50% Non‑GAAP Adjusted EBITDA (Pre‑Bonus); plus a binary MTM existing user retention “kicker” (+0.25x target if achieved; not achieved in 4Q24) .
• Outcomes: Non‑GAAP Variable Profit $225 million (max hurdle $186 million); Non‑GAAP Adjusted EBITDA (Pre‑Bonus) $72 million (max hurdle $29 million); total plan payout 150% of target; kicker not earned .

Equity incentives:

• 2024 PSUs: 145,078 target PSUs (split into three annual performance tranches: 2024/2025/2026). First Tranche 2024 PSUs were based entirely on Non‑GAAP Adjusted EBITDA (Pre‑Bonus) with max achieved; 72,540 PSUs scheduled to vest in 2027 subject to service and Third‑Tranche certification timing .
• 2024 RSUs: 145,078 RSUs vest 1/16 on Jun 1, 2024 and quarterly thereafter (4‑year schedule) .
• 2023 PSUs (modified in 2024): Price hurdles lowered (from $64/$96 to $54/$72); alternative LTM Adjusted EBITDA hurdles ($22m/$40m/$60m) added; all performance conditions achieved in 2024 (first via $32 share‑price in Apr 2024; second/third via $40m and $60m LTM EBITDA by 9/30/24). These PSUs vested Mar 1, 2025, subject to service .

Equity Ownership & Alignment

• Capital structure and control: Dave is a “controlled company” because Wilk controls a majority of voting power. He is Chair and CEO; a Lead Independent Director structure is in place. The board states it is not currently relying on controlled‑company exemptions, though it remains eligible to do so .
• Beneficial ownership and voting power (as of Apr 4, 2025):

• Outstanding equity (12/31/2024):

• Hedging/pledging: Insider Trading Policy prohibits hedging; no current pledging disclosed. Historical pledge arrangements attached to early‑exercise loans for Wilk were terminated when the company repurchased the shares and cancelled the non‑recourse notes in January 2022, releasing pledged shares .

Employment Terms

Other governance/controls:

• Clawback: Compensation Recovery Policy adopted Nov 2023 to comply with SEC Rule 10D‑1 and Nasdaq listing standards (recoupment for accounting restatements) .
• Policy against hedging by directors/officers/employees .

Board Governance

• Roles and independence: Wilk serves as combined Chair and CEO; board believes this provides strategic continuity, with a Lead Independent Director (Brendan Carroll) empowered to preside over executive sessions, call meetings, liaise with stockholders, and manage information flow . All directors other than Wilk are independent under Nasdaq rules .
• Committees: Audit (Chair: Michael Pope; four meetings in FY2024), Compensation (Chair: Dan Preston; five meetings), Nominating & Corporate Governance (Chair: Michael Pope; four meetings) .
• Attendance: Board met 10 times in FY2024; all directors attended at least 75% of their board/committee meetings .
• Director pay: Wilk receives no fees for board service; director compensation applies to non‑employee directors only .

Related‑Party Transactions and Governance Considerations

• Office leases with PCJW Properties LLC, a partnership owned 50/50 by Wilk and a >5% holder (Paras Chitrakar); Dave paid ~$0.4 million in 2024 and 2023; sublease expires Oct 2028; net lease expires Dec 2025 .
• Financing facility with Victory Park Capital (affiliate of director Brendan Carroll) via Dave OD Funding I, LLC; amendments in 2023/2024 increased capacity, extended maturity, updated covenants/rates; $75 million drawn as of 12/31/24; a covenant waiver (LTV Ratio) granted through 6/30/2025 .
• Legal services from Mitchell Sandler PLLC (director Andrea Mitchell is a partner): ~$1.3 million paid in 2024 and ~$0.8 million in 2023 .

Performance & Track Record

Selected operating highlights (4Q24 vs 4Q23): MTMs +17% to 2.5 million; ExtraCash originations +44% to $1.5 billion; variable profit margin 72% in 4Q24; Q4 revenue +38% y/y to $100.9 million; Adjusted EBITDA $33.4 million .

Regulatory/legal context: Forward‑looking statements disclosure references ongoing legal matters including the Department of Justice lawsuit and an amended FTC complaint (Dec 31, 2024 8‑K also addressed FTC matters) .

Compensation Structure Analysis

• Increased at‑risk and equity mix: 2024 featured substantial equity grants (RSUs and PSUs) to maintain market competitiveness; time‑based RSUs and multi‑tranche PSUs emphasize retention and operating performance over multiple years .
• Performance rigor vs modifications: The Compensation Committee modified 2023 PSUs in 2024—lowering stock‑price hurdles and adding EBITDA alternatives—to address share‑price volatility and align with operating metrics; while fully achieved in 2024, such modifications are a governance sensitivity that investors typically scrutinize .
• Strong bonus alignment in 2024: Payout at 150% reflected significant outperformance on variable profit and pre‑bonus EBITDA; retention “kicker” was not earned, evidencing some balance in plan calibration .
• Discretionary bonuses: Additional cash awards in 2024 (FTX note repurchase, year‑end performance) increased guaranteed cash relative to formulaic pay and bear monitoring if repeated .
• Clawback and anti‑hedging mitigate risk: Adoption of a Rule 10D‑1 compliant clawback and hedging prohibitions support pay‑for‑performance discipline .

Vesting Schedules and Potential Selling Pressure

• Quarterly RSU cadence: 2024 RSUs vest 1/16 quarterly from Jun 1, 2024 through 2028, creating a steady stream of potential share delivery subject to service .
• PSU cliffs: First Tranche 2024 PSUs (72,540 at max) scheduled to vest in 2027 with the other 2024 tranches, concentrating delivery in that year pending certification and service .
• 2023 PSUs vested Mar 1, 2025 after full performance attainment in 2024, adding near‑term supply in 2025 .
• Options are performance‑priced with very high share‑price hurdles (starting at $171.53), reducing near‑term option‑driven supply unless extraordinary price appreciation occurs; option strike $23.16 and expiration 3/2/2031 .

Board Service, Committees, and Dual‑Role Implications

• Dual role: Wilk is both CEO and Chair; the board maintains a robust Lead Independent Director role (Brendan Carroll) with authority to call meetings, preside over executive sessions, liaise with stockholders, and manage board information flow to mitigate combined‑role risks .
• Independence and “controlled company”: All directors except Wilk are independent under Nasdaq rules; the company qualifies as a controlled company given Wilk’s majority voting power but states it is not currently relying on exemptions (it remains eligible) .
• Committees: Wilk is not listed as serving on the audit, compensation, or nominating committees; independent directors chair each committee and met multiple times in 2024 .

Director Compensation (Wilk)

• Wilk receives no additional compensation for board service; director fees and annual RSU grants apply to non‑employee directors only .

Employment Contracts, Severance, and Change‑of‑Control Economics

• Employment agreement effective Jan 3, 2022; target bonus equal to 100% of base salary; at‑will employment .
• Severance: 12 months base salary and up to 12 months COBRA premiums upon termination without cause (subject to release) .
• CIC double‑trigger: 18 months base + 1.5x target bonus; up to 18 months COBRA; full vesting of unvested equity (excluding treatment of the 3/3/21 option which follows its special terms) .

Say‑on‑Pay and Shareholder Voting

• 2025 annual meeting agenda included director elections and auditor ratification; no say‑on‑pay proposal was on the ballot . Both director nominees were elected; Deloitte ratification passed .

Investment Implications

• Alignment: Wilk’s substantial voting control (56.6%) and meaningful equity exposure align incentives with long‑term value creation; quarterly RSU vesting and 2027 PSU cliffs create identifiable windows of share delivery that investors should monitor for liquidity dynamics .
• Pay‑for‑performance: 2024 variable pay outcomes tracked operating outperformance (variable profit and pre‑bonus EBITDA), but discretionary cash bonuses and 2023 PSU goal modifications are governance sensitivities; sustained reliance on formulaic metrics and restraint on modifications would strengthen alignment going forward .
• Retention risk: Multi‑year PSU design and unvested RSUs provide retention hooks; CIC protections (18 months salary plus 1.5x target bonus and equity acceleration) are competitive and reduce flight risk in strategic scenarios .
• Governance/related‑party risks: Dual Chair/CEO structure is offset by a strong Lead Independent Director framework, yet controlled‑company status and related‑party leases/financing warrant continued oversight, particularly given ongoing regulatory matters (DOJ/FTC) disclosed in filings .