Dave Inc./DE 8-K

What Happened

• Dave Inc. announced on January 20, 2026 that director Imran Khan notified the company of his intention to resign from the Board effective upon appointment of his successor. The Board immediately appointed Nima Khajehnouri to fill that seat.
• Mr. Khajehnouri was named a Class III director (term through the 2027 Annual Meeting) and appointed to the Audit Committee. The Board determined he is an independent director under Nasdaq Rule 5605(a). The company also issued a press release about these changes on January 20, 2026.

Key Details

• Imran Khan’s resignation effective upon successor appointment (notification dated Jan 20, 2026). No disagreement with the company cited.
• Nima Khajehnouri’s compensation: $50,000 for 2026 Board and Audit Committee service (pro‑rated) plus an inducement restricted stock unit award with a grant‑date value of $165,000 under the 2021 Equity Incentive Plan.
• Governance shifts: Mike Pope appointed Lead Independent Director (succeeding Brendan Carroll); Andrea Mitchell named Chair of the Nominating & Corporate Governance Committee.
• Mr. Khajehnouri will enter the company’s standard indemnification agreement and has no related‑party arrangements or family ties to other officers/directors; no Item 404 transactions disclosed.

Why It Matters

• Board composition and committee membership changes affect corporate oversight—adding an independent director to the Audit Committee is directly relevant to financial oversight and governance.
• The RSU award and director fees represent routine non-employee director compensation and will be recorded as compensation expense; the filing shows the company took steps to attract experienced, independent board members.
• Leadership adjustments (lead independent director and committee chair) are governance developments investors watch for potential impacts on board priorities and oversight, but the filing contains no indication of operational disagreements or other material disputes.