GREEN DOT CORP appointed George Gresham as new CEO

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


Effective October 14, 2022, the Board of Directors (the "Board") of the Company appointed George Gresham, who has served as the Company's Chief Financial and Operating Officer and as a member of the Board since October 2021, as Chief Executive Officer and President of the Company. On the same date, Dan R. Henry was terminated as Chief Executive Officer and President of the Company and resigned as a member of the Board. Mr. Gresham will continue to serve as a member of the Board. 


Mr. Gresham, age 55, has served as the Company's Chief Financial and Operating Officer and as a member of the Board since October 2021. Mr. Gresham previously served on the Company's Board of Directors from May 2016 to May 2019. Mr. Gresham also previously served on the board of directors of EML Payments (EML.AX), an Australian payment solutions provider from April 2020 to August 2021 and on the board of directors and as Chairman of the Audit Committee of BluePay, Inc., a provider of technology-enabled merchant processing services, from July 2013 to November 2017. He also served on the board of directors and as Chairman of the Audit Committee of SterlingBackcheck, Inc. from November 2014 to June 2015; as the Chief Financial Officer and Executive Vice President of NetSpend Holdings, Inc. from May 2010 through June 2013; as Chief Financial Officer and Executive Vice President of Global Cash Access, Inc. from February 2008 to May 2010; as Chief Financial Officer, Chief Administrative Officer and Executive Vice President of eFunds Corporation from May 2002 to October 2007; and in various roles at Deloitte LLP from 1991 to 2002. From July 2013 to October 2021, Mr. Gresham served as owner and Chief Executive Officer of Granite Reef Advisers, Inc., an advisory firm focused on providing third-party assistance in acquisition target evaluation and execution, and as a director from May 2016 until May 2019. Since March 2017, Mr. Gresham has served as Co-Founder and as a member of the board of directors of Dama Technologies. Mr. Gresham holds a B.S. in accountancy from Northern Arizona University and an M.B.A. from the Thunderbird School of Global Management. Mr. Gresham will continue to serve as Chief Financial and Operating Officer on an interim basis until a successor is appointed.


On October 16, 2022, the Company entered into an amended and restated employment agreement (the "Employment Agreement") with Mr. Gresham in connection with his appointment as Chief Executive Officer and President (effective as of October 14, 2022) that is substantially similar to his prior employment agreement entered into as of October 21, 2021, with the following adjustments to his compensation due to his promotion: (i) an annual base salary of $800,000; (ii) an adjustment to his 2022 target bonus opportunity to reflect his increased annual base salary for the period from and after October 14, 2022; (iii) a 2023 annual equity incentive award opportunity with a grant date value of $7 million; and (iv) a promotional award of restricted stock units (the "Promotion RSUs") with a grant date value of $2 million, vesting in three equal annual installments subject to his continued service. Similar to his prior agreement, if Mr. Gresham's employment is terminated by the Company without "cause" or by Mr. Gresham for "good reason", subject to his execution of a release of claims, he will be entitled to the following: (i) a prorated target bonus for the year of termination; (ii) a payment equal to one times (or, if such termination of employment occurs in connection with a corporate transaction, one and one-half times) the sum of his base salary plus target bonus opportunity; (iii) a payment equal to 12 months (or, if such termination occurs in connection with a corporate transaction, 24 months) of COBRA premiums; (iv) vesting of the portion of the Promotion RSUs that would have become vested by the end of the 12-month period after such termination, calculated as if such RSUs vested monthly (or, if such termination occurs in connection with a corporate transaction, full vesting of such RSUs); and (v) prorated vesting of the 2023 annual equity incentive award (or, if such termination occurs in connection with a corporate transaction, full vesting).


The foregoing description of the Employment Agreement is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.


In connection with his termination of employment with the Company, Mr. Henry will be entitled to the payments and benefits payable upon a termination without cause pursuant to the terms and subject to the conditions of his Employment Agreement, dated as of March 24, 2020, by and between the Company and Mr. Henry, a copy of which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2020, and is incorporated herein by reference.