Yadin Rozov
About Yadin Rozov
Independent Class I director at Dave Inc. since July 6, 2023; age 47 as of the 2025 proxy. Founder and Managing Partner of Terrace Edge Ventures (since January 2022) with prior senior roles across credit asset management, specialty insurance, investment banking, and capital markets. Education includes an M.Sc. in Data Science (Columbia University) and a bachelor’s degree in physics and materials engineering (Rutgers University; highest honors). Currently serves on Dave’s Compensation Committee and is nominated for re‑election in 2025 for a term through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terrace Edge Ventures LLC | Founder & Managing Partner | Jan 2022–Present | Financial advisory leadership |
| GoldenTree Asset Management LLC | Partner | 2019–2021 | Oversaw credit asset management; affiliated specialty insurer oversight |
| Syncora Guarantee Inc. | CEO & President | 2019–2021 | Led specialty insurance operations under GoldenTree ownership |
| Financial Guaranty UK Ltd | CEO | 2020–2021 | Ran UK specialty insurance entity |
| Moelis & Company | Partner & Managing Director | 2009–2019 | Headed Financial Institution Advisory; on Management Committee of Moelis Asset Management |
| UBS AG | Managing Director, Head of Americas Repositioning Group | 2007–2009 | Led restructuring/repositioning efforts |
| College Avenue Student Loans LLC | Co‑founder; Board member | 2014–2019 | Co‑founded; board service |
| Chamonix Partners Capital Management LLC | Co‑founder | 2014–2019 | Co‑founded investment firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Core Scientific, Inc. (NASDAQ: CORZ) | Director | Since Jan 2024 | Current public company directorship |
| Oramed Pharmaceuticals Inc. (NASDAQ: ORMP) | Director | Since Apr 2022 | Prior public board service |
| Midwest Holding Inc. (NASDAQ: MDWT) | Director | Since Jun 2022 | Prior public board service |
| Neo Performance Materials Inc. | Director | Since Aug 2022 | Prior public board service |
Board Governance
- Committee assignments: Compensation Committee member; Dan Preston chairs the committee. Not listed on Audit or Nominating & Corporate Governance committees in the proxy .
- Independence: Determined independent under Nasdaq rules at appointment; board affirms all directors except CEO are independent under Nasdaq and SEC rules .
- Attendance and engagement: Board met 10 times in 2024; all directors attended at least 75% of board and committee meetings held during 2024. Compensation Committee held 5 meetings; Audit Committee 4; Nominating & Corporate Governance Committee 4 in 2024 .
- Controlled company: Dave qualifies as a controlled company (CEO controls majority voting power) but does not rely on any controlled company governance exemptions currently—positive for governance rigor .
- Election cycle: Class I nominee for 2025 annual meeting (term to 2028) .
Fixed Compensation
| Component | Policy Rate (Pre-4/24/2024) | Policy Rate (Post-4/24/2024) | Notes |
|---|---|---|---|
| Board annual cash retainer | $35,000 | $40,000 | Paid quarterly; pro‑rated for partial service |
| Lead Independent Director retainer | $20,000 | $22,000 | In addition to board retainer |
| Board Chair retainer | $35,000 | $30,000 | In addition to board retainer |
| Audit Committee member | $10,000 | $10,000 | |
| Compensation Committee member | $7,000 | $7,000 | Rozov is a member |
| Nominating & Governance member | $4,000 | $4,500 | Increased in 2024 |
| Committee Chair retainer (Audit/Comp/NomGov) | $20,000 / $14,000 / $8,000 | $20,000 / $14,000 / $9,000 | Chair receives chair retainer in lieu of member fee |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $20,429 | $166,012 | $186,441 |
| 2024 | $45,434 | $179,355 | $224,789 |
- Independent compensation consultant: Aon’s Talent Solutions engaged; policy amended 4/24/2024 to better align director compensation with peers .
Performance Compensation
| Grant/Outstanding Equity | Date/As‑of | Grant Value / Units | Vesting / Terms | Source |
|---|---|---|---|---|
| Initial RSU grant | Jul 6, 2023 | $165,000 | Vests in three equal annual installments beginning on earlier of next annual meeting or one‑year anniversary; standard indemnification agreement executed | |
| Annual director RSU policy | Each annual meeting | $165,000 | Vests in full upon earlier of first anniversary or next annual meeting; service‑based vesting | |
| Change‑in‑control term (director awards) | Policy | — | Any unvested portion of equity awards granted for director service vest in full immediately prior to, and contingent upon, a change in control | |
| Outstanding RSUs | As of Dec 31, 2023 | 30,239 | Outstanding RSUs; options 0 | |
| Outstanding RSUs | As of Dec 31, 2024 | 24,882 | Outstanding RSUs; options 0 |
- Metrics: Director equity awards are time‑based; no performance metrics are tied to director compensation .
Other Directorships & Interlocks
| Company | Relationship to DAVE | Potential Interlock/Conflict |
|---|---|---|
| Core Scientific, Oramed, Midwest Holding, Neo Performance Materials | External boards; not suppliers/customers to DAVE identified in proxy | No related‑party transactions disclosed under Item 404(a) at appointment; no family relationships among directors |
Expertise & Qualifications
- Capital markets and financial services leadership spanning credit asset management, specialty insurance, investment banking, restructuring, and fintech lending; board experience across multiple public companies .
- Technical background with M.Sc. in Data Science (Columbia) and physics/materials engineering (Rutgers; highest honors), relevant to data‑driven risk and compensation oversight .
- Committee experience at Dave focused on CEO pay, executive comp, incentive plan oversight, and succession planning .
Equity Ownership
| Metric | As of Date | Amount | Percent / Notes |
|---|---|---|---|
| Beneficial ownership – Class A shares | Apr 4, 2025 | 91,099 | <1% of Class A; address: 1265 S Cochran Ave, Los Angeles, CA |
| Class V shares | Apr 4, 2025 | — | — |
| % of Total Voting Power | Apr 4, 2025 | — | Not individually disclosed; group voting power 59.0% for all directors/executives |
| RSUs outstanding | Dec 31, 2024 | 24,882 | Options outstanding: 0 |
| RSUs outstanding | Dec 31, 2023 | 30,239 | Options outstanding: 0 |
Insider Activity & Filings
| Date | Filing/Item | Description | Shares/Value | Source |
|---|---|---|---|---|
| Jul 6, 2023 | 8‑K Item 5.02 | Appointment to Board; Compensation Committee assignment; initial RSU grant valued $165,000; independent under Nasdaq rules; indemnification agreement standard form | $165,000 RSU grant value; shares not disclosed | |
| Dec 31, 2024 | DEF 14A | RSUs outstanding as of year‑end | 24,882 RSUs | |
| Apr 4, 2025 | DEF 14A | Beneficial ownership snapshot | 91,099 Class A shares; <1% |
Governance Assessment
- Independence and committee contribution: Independent director with Compensation Committee membership and measurable engagement (committee met 5 times in 2024); supports pay governance and succession planning oversight .
- Attendance and engagement: Board‑level engagement adequate (≥75% attendance; board met 10 times in 2024), indicating active participation .
- Compensation alignment: Mix tilted to equity via standard $165k RSUs plus cash retainer and committee fees; RSUs are service‑based and accelerate only upon change‑in‑control—appropriate for alignment but without performance metrics for directors (typical structure) .
- Ownership: Holds 91,099 shares (<1%) with additional RSUs outstanding; no options and no pledging or hedging disclosed; policy prohibits hedging for directors—positive alignment and risk control .
- Conflicts and related‑party exposure: No Item 404(a) related‑party transactions or family relationships disclosed; multiple external board roles but no commercial ties to Dave noted in the proxy .
- Controlled company context: While Dave is a controlled company, it does not rely on governance exemptions—board committees remain independent, which supports investor confidence .
RED FLAGS: None disclosed regarding related‑party transactions, family relationships, or hedging/pledging. Change‑in‑control acceleration for director RSUs is standard but warrants monitoring as it reduces at‑risk time‑based vesting in a sale scenario .
Signals to monitor: Compensation Committee decisions (including use of independent consultant Aon), re‑election outcome in 2025, and any future disclosures of interlocks or related‑party transactions .