UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of Dave, Inc. (the “Company”) awarded bonuses relating to the year ended December 31, 2021, including bonuses for Jason Wilk and Kyle Beilman, the Company’s Chief Executive Officer and Chief Financial Officer, respectively. Messrs. Wilk and Beilman were the Company’s named executive officers for the year ended December 31, 2021, as previously set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). This Current Report on Form 8-K is being filed to update the 2021 Summary Compensation Table as set forth below to include the bonuses awarded to each of Messrs. Wilk and Beilman for compensation related to the year ended December 31, 2021.
2021 Summary Compensation Table
The following table sets forth information concerning the compensation of the named executive officers for each of the last two or fewer fiscal years during which such individuals were determined to be named executive officers.
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($)(1) |
Option Awards ($)(1) |
Non-Equity Incentive Plan Compensation ($)(2) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||||
| Jason Wilk |
2021 | $ | 384,719 | — | — | $ | 10,508,000 | $ | 100,675 | $ | 13,654 | (4) | $ | 11,007,048 | ||||||||||||||||||
| Chief Executive Officer |
2020 | $ | 311,538 | $ | 42,750 | (3) | — | — | $ | 92,250 | — | $ | 446,538 | |||||||||||||||||||
| Kyle Beilman |
2021 | $ | 371,154 | — | — | — | $ | 67,117 | $ | 14,231 | (4) | $ | 452,502 | |||||||||||||||||||
| Chief Financial Officer |
2020 | $ | 311,538 | $ | 21,375 | (3) | — | $ | 453,154 | $ | 46,125 | — | $ | 832,192 | ||||||||||||||||||
| (1) | Stock awards and option awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense for 2021 and 2020, please see Notes 14 and 15 of the Dave financial statements for the years ended December 31, 2021 and 2020. |
| (2) | Represents the annual performance cash bonus that, in each case, was earned by the named executive officers for the applicable year of service based on actual performance. Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance. Actual performance for the 2021 fiscal year was achieved at 67.12% of target performance. |
| (3) | Actual performance for the 2020 fiscal year was achieved at 61.5% of target performance. In consideration of the challenges posed by COVID-19 during the 2020 fiscal year, the Dave board of directors determined to adjust the annual performance payout for 2020 to 90% achievement of target performance. The amounts in this column represent the difference between the amount each named executive officer earned based on actual performance over the actual annual performance payout for 2020 assuming 90% achievement of target performance. |
| (4) | Represents Company matching contributions to the named executive officer’s contributions to the Company’s 401(k) plan. |
Item 9.01 Financial Statements and Exhibits
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 6, 2022 | Dave Inc. | |||||
| /s/ Jason Wilk | ||||||
| Jason Wilk | ||||||
| Chief Executive Officer and Director | ||||||