| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 14, 2025, Dave Inc. (the “Company”) announced that Kyle Beilman, the Company’s Chief Financial Officer and Secretary, has been promoted to Chief Financial Officer and Chief Operating Officer and Secretary, effective July 11, 2025.
Information regarding Mr. Beilman’s background and business experience, contracts between the Company and Mr. Beilman, and any related party transactions involving Mr. Beilman is incorporated by reference herein from the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 18, 2025.
In connection with his appointment, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved certain adjustments made to Mr. Beilman’s compensation. Mr. Beilman will be eligible to receive an annual base salary increase from $450,000 to $475,000, effective May 5, 2025, a target annual cash bonus of 75% of base salary under the Company’s Executive Incentive Bonus Plan, a target annual long-term incentive compensation opportunity of $4,000,000, and other benefits generally made available to similarly situated employees. Mr. Beilman will receive a true-up lump-sum payment, representing the additional compensation earned by Mr. Beilman between May 5, 2025 and July 11, 2025 in respect of Mr. Beilman’s base salary increase from $450,000 to $475,000.
In addition, in connection with his appointment, the Committee approved prorated equity awards to Mr. Beilman in order to make him whole for the current annual grant cycle, equal in value to approximately $1,175,000 in the aggregate as of July 11, 2025, and consisting of a prorated award of restricted stock units (“RSUs”) and a prorated award of performance-based restricted stock units (“PSUs”). The prorated RSU award shall vest and be earned subject to a four (4)-year vesting schedule, with one-sixteenth (1/16) of the RSUs vesting on September 1, 2025 and an additional one-sixteenth (1/16) vesting on each quarterly anniversary thereafter. The prorated PSU award shall vest and be earned in three (3) separate tranches, each based on the achievement of a service and a performance condition. Vesting of both the prorated RSU and prorated PSU awards is subject to Mr. Beilman’s continuous status as a service provider to the Company through each applicable vesting date, provided, that if Mr. Beilman’s employment is terminated by the Company without “cause” or by Mr. Beilman for “good reason” (as such terms are defined in his employment agreement with the Company, dated January 31, 2022) in the period beginning three (3) months prior to and ending twelve (12) months following a “change in control” (as defined in his employment agreement) and Mr. Beilman executes a release of claims, the prorated equity awards will vest in full.
| Item 7.01 |
Regulation FD Disclosure. |
On July 14, 2025, the Company issued a press release announcing Mr. Beilman’s promotion described above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
