Michael Pope
About Michael Pope
Michael Pope (age 58) has served as an independent director of Dave Inc. since January 2022. He is a seasoned finance executive, formerly CFO and SVP at Shutterfly (2015–Nov 2019), with prior CFO roles across multiple technology companies; he is designated an audit committee financial expert. He holds a B.A. in Quantitative Economics from Stanford University and an MBA from UC Berkeley Haas. Independence status: the board determined all directors other than the CEO are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shutterfly, Inc. | Chief Financial Officer & SVP | Oct 2015 – Nov 2019 | Senior finance leadership at public tech company |
| Clean Power Finance; MarketTools; Network General; DigitalThink; Dionex | Chief Financial Officer (various tech companies) | ~25 years finance experience | Multiple CFO tours indicate deep operational finance |
| Arlo Technologies, Inc. | Director; Audit Committee Chairman | Prior service (dates not specified) | Led audit oversight as chair |
| Dionex Corporation | Director; Audit Committee Chairman | Prior service (dates not specified) | Led audit oversight as chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arlo Technologies, Inc. | Director; Audit Committee Chair | Prior service | Audit leadership (chair) |
| Dionex Corporation | Director; Audit Committee Chair | Prior service | Audit leadership (chair) |
No current public company directorships disclosed for Michael Pope beyond Dave Inc. .
Board Governance
| Item | Detail |
|---|---|
| Board classification | 7 directors; classified board across three classes |
| Independence | All directors other than CEO Jason Wilk are independent under Nasdaq |
| Lead Independent Director | Brendan Carroll |
| Committees and roles (Michael Pope) | Audit Committee Chair; Nominating & Corporate Governance Committee Chair; member of Audit and Nominating committees; audit financial expert |
| Committee meetings FY2024 | Audit: 4; Nominating & Corporate Governance: 4; Compensation: 5 |
| Board attendance FY2024 | Board met 10 times; all directors attended ≥75% of board/committee meetings |
| 2025 election outcome | Michael Pope elected Class I director: 19,521,525 For; 2,176,256 Withheld; 2,801,695 broker non-votes |
Fixed Compensation
| Component | Policy Rate ($) | Notes |
|---|---|---|
| Annual Board Member Retainer (non-employee) | 40,000 | Increased from $35,000 effective Apr 24, 2024 |
| Lead Independent Director premium | 22,000 | In addition to board retainer; not applicable to Pope |
| Board Chair premium (non-employee) | 30,000 | In addition to board retainer; not applicable |
| Audit Committee Member | 10,000 | Member retainer |
| Audit Committee Chair | 20,000 | Chair retainer (in lieu of member retainer) |
| Nominating & Corporate Governance Member | 4,500 | Increased from $4,000 |
| Nominating & Corporate Governance Chair | 9,000 | Chair retainer (in lieu of member retainer), increased from $8,000 |
| 2024 Director Compensation – Michael Pope | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 67,121 |
| Stock Awards (grant date fair value) | 179,355 |
| Total | 246,476 |
Performance Compensation
| Element | Grant Value/Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Grant date value $165,000 | Vests in full at earliest of first anniversary or next annual meeting, subject to service; CIC: accelerates vesting immediately prior to change in control | None disclosed for directors (time-based vesting only) |
No stock options/PSUs are disclosed for non-employee directors in 2024; RSU-only equity with time-based vesting .
Other Directorships & Interlocks
| Relationship | Detail | Potential Implications |
|---|---|---|
| Victory Park Capital financing | Dave OD Funding I debt facility managed by Victory Park; Brendan Carroll (Dave director) is Senior Partner at Victory Park. $75.0M drawn; $7.7M interest expense FY2024; covenant waiver Oct 2024–Jun 2025 | Related-party exposure via another director; not linked to Pope but relevant board-level conflict oversight |
| Legal services | Mitchell Sandler PLLC (partner Andrea Mitchell, Dave director) received ~$1.3M (2024) and ~$0.8M (2023) | Related-party transactions overseen under policy |
Expertise & Qualifications
- Audit committee financial expert designation; chairs Audit and Nominating committees .
- Deep CFO background across tech; public-company CFO experience at Shutterfly .
- Education: B.A. Quantitative Economics (Stanford); MBA (UC Berkeley Haas) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A shares | 22,063 | Consists of 17,337 owned + 4,726 RSUs vesting within 60 days of Apr 4, 2025 |
| Ownership % of Class A | <1% | As of Apr 4, 2025 |
| Outstanding RSUs (12/31/2024) | 5,267 | Director RSUs at FY-end |
| Options (director) | 0 | No director options outstanding |
| Hedging policy | Hedging prohibited for directors under Insider Trading Policy | |
| Pledging | No pledging disclosure; not mentioned in policy summary |
Governance Assessment
-
Strengths
- Dual committee chair roles (Audit and Nominating) and audit financial expert designation signal strong governance skill set and oversight capacity .
- Independence affirmed under Nasdaq standards; attended ≥75% of meetings; board held 10 meetings in FY2024 .
- Director equity compensation (RSUs) vests on service/time, aligning with shareholder interests without short-term performance gaming .
-
RED FLAGS / Watch items
- Controlled company status: CEO/Chair Jason Wilk holds majority voting power; while Dave currently does not rely on exemptions, it may at any time—reducing certain governance protections .
- Related-party transactions at the board level (Victory Park debt facility; legal services with director’s firm) increase conflict oversight demands for Audit Committee—Pope’s chair role is critical here .
- Ownership alignment: Pope’s beneficial ownership is less than 1% of Class A shares; alignment relies primarily on annual RSU grants rather than material shareholdings .
- 2025 election had 2.18M votes withheld for Pope; while elected, this dissent warrants ongoing investor engagement and governance responsiveness .
Director compensation structure details, committee charters, and related-party transaction policy are publicly available in Dave’s proxy and governance documents; the Audit Committee chaired by Michael Pope is responsible for pre-approving audit/non-audit services and overseeing risk management and compliance .