VPCC VPC Impact Acquisition Holdings III Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2022, the Board of Directors (the “Board”) of Dave Inc. (the “Company”) appointed Teresa L. Aragones to the Board (the “Initial Appointment Date”). Ms. Aragones will serve as a Class I director for a term continuing until the Company’s 2025 annual meeting of stockholders and until her successor has been duly elected and qualified, or until her earlier resignation or removal. The Board also appointed Ms. Aragones to serve on the Nominating and Corporate Governance Committee of the Board. The Board has affirmatively determined that Ms. Aragones qualifies as an “independent director” under the applicable Nasdaq Stock Market rules.

Ms. Aragones, 53, is currently a marketing advisor to several organizations. She previously served as Chief Marketing Officer at Discord, Inc., a software solutions company, from September 2020 to November 2021 and at Visual Supply Company (VSCO), which provides digital editing tools and a creative community platform, from May 2018 to April 2020. She also served in various Director-level marketing roles at Nike, Inc. (NYSE: NKE) from March 2008 to September 2017, most recently serving as the Senior Brand Director Global, Women’s Training. Prior to Nike, she was a Managing Partner in Digital Branding and Innovation at David & Goliath, an advertising services company, from April 2006 to March 2008. From July 1997 to April 2006, she served in various roles at Volkswagen Group of America, Inc., with her latest role being Director of Media and Interactive Marketing. Ms. Aragones started her career at D’Arcy Masius Benton & Bowles from 1992 to 1997, with her latest role being Brand Account Supervisor, Pontiac-GMC Division. Ms. Aragones serves on the board of directors of Tilly’s Inc. (NYSE: TLYS), a destination specialty retailer of casual apparel, footwear, accessories and hardgoods. Ms. Aragones has served as an advisor, adjunct instructor and speaker at the College for Creative Studies since 2012, and as a member of the Advisory Council for the Cranbrook Academy of Art since 2011. Ms. Aragones holds a B.S. in Entrepreneurial Studies and Marketing from Babson College.

Ms. Aragones will receive compensation for Board and Board committee service in accordance with the compensation policy for non-employee directors, prorated in the case of cash compensation based on the Initial Appointment Date. In addition, Ms. Aragones will enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Ms. Aragones and any other person pursuant to which she was appointed as a director of the Company, and there is no family relationship between Ms. Aragones and any of the Company’s other directors or executive officers. In addition, Ms. Aragones does not have an interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).