What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-03-02 · 71 added, 55 removed, 67 unchanged (65% of the section changed)

Controls and Procedures

Disclosure controls and procedures — Our management, with the participation of our Interim Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 13d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) at the end of the period covered by this report.

Based on such evaluation of our disclosure controls and procedures, our Interim Chief Executive Officer and Interim Chief Financial Officer have concluded that, at the end of such period, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Interim Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures — Our management, with the participation of our Chief Executive Officer an d Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 13d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) at the end of the period covered by this report.

Based on such evaluation of our disclosure controls and procedures, our Chief Executive Officer and Interim Chief Financial Officer have concluded that, at the end of such period, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Report of management on internal control over financial reporting — Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Green Dot Corporation.

Our management, with the participation of our Interim Chief Executive Officer and Interim Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019 , based on criteria established in Internal Control - Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective based on these criteria.

1 unchanged sentence

Change in internal control over financial reporting — There was no material change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the three months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls — Our management, including our Interim Chief Executive Officer and Interim Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.

We have not experienced a ny significant impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

The design of our processes and controls allow for remote execution with accessibility to secure data.

We are continually monitoring and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on our internal controls.

Limitations on Effectiveness of Controls — Our management, including our Chief Executive Officer and Interim Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

4 unchanged sentences

The information required by this Item is incorporated by reference from our proxy statement for our 2021 Annual Meeting of Stockholders under the captions “Proposal No.

1 Election of Directors,” “Our Executive Officers,” “Corporate Governance and Director Independence -- Code of Business Conduct and Ethics,” “Corporate Governance and Director Independence - Committees of Our Board of Directors - Audit Committee,” “Additional Information -- Delinquent Section 16(a) Reports.”

1 Election of Directors,” “Our Executive Officers,” “Corporate Governance and Director Independence - Code of Business Conduct and Ethics,” and “Corporate Governance and Director Independence - Committees of Our Board of Directors - Audit Committee.” With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2021 Annual Meeting of Shareholders in a section entitled “Additional Information -- Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

15 unchanged sentences

Incorporated by Reference

Exhibit Number

Exhibit Title

Filed Herewith

Exhibit Number Exhibit Title Form Date Number Filed Herewith

3.1 Tenth Amended and Restated Certificate of Incorporation of the Registrant.

April 26, 2010

S-1(A2) April 26, 2010 3.02

3.2 Certificate of Amendment to Tenth Amended and Restated Certificate of Incorporation of Green Dot Corporation.

8-K May 31, 2017 3.1

3.3 Amended and Restated Bylaws of the Registrant.

December 19, 2016

8-K December 19, 2016 3.1

3.4 Amendment to Amended and Restated Bylaws of Green Dot Corporation (dated March 4, 2020)

8-K March 6, 2020 3.1

3.5 Certificate of Designations of Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of Green Dot Corporation dated as of December 8, 2011.

December 14, 2011

8-K December 14, 2011 3.01

4.1 Description of Securities

10-K March 2, 2020 4.1

10.1* Form of Indemnity Agreement.

June 29, 2010

S-1(A4) June 29, 2010 10.01

10.2* Second Amended and Restated 2001 Stock Plan and forms of notice of stock option grant, stock option agreement and stock option exercise letter.

S-1(A3) June 2, 2010 10.02

10.3* Green Dot Corporation 2010 Equity Incentive Plan, as amended (including related form agreements and related policies).

10-Q August 6, 2020 10.4

10.4 2010 Employee Stock Purchase Plan.

June 29, 2010

S-1(A4) June 29, 2010 10.19

10.5 Lease Agreement between the Registrant and Wells REIT II - Pasadena Corporate Park L.P., dated December 5, 2011

February 29, 2012

10-K February 29, 2012 10.8

10.6+ 2020 Amended and Restated Walmart MoneyCard Program Agreement dated as of May 1, 2015 by and among the Registrant, Green Dot Bank, Wal-Mart Stores, Inc., Walmart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, Wal-Mart Stores East, L.P.

1 unchanged sentence

and Walmart Apollo, LLC.

10-K March 2, 2020 10.6

Processing Services Agreement dated as of December 19, 2013 by and among the Registrant and MasterCard International Incorporated.

10-Q/A June 7, 2017 10.1

Amendment to the Processing Services Agreement dated as of September 10, 2018 by and among the Registrant and MasterCard International Incorporated.

November 9, 2018

Employment letter agreement, dated September 16, 2016, between the Registrant and Steven W.

September 22, 2016

10-Q November 9, 2018 10.1

10.9* Employment Agreement between Dan Henry and Green Dot Corporation dated March 24, 2020.

8-K March 30, 2020 10.1

Incorporated by Reference

Exhibit Number

Exhibit Title

Filed Herewith

Transitional Advisory Agreement and Release of Claims, dated December 13, 2019, between the Registrant and Steven W.

Streit, and amendment thereto, dated December 16, 2019.

Amended and restated employment letter agreement, dated July 15, 2019, between the Registrant and Mark L.

July 16, 2019

Exhibit Number Exhibit Title Form Date Number Filed Herewith

10.10* Inducement Stock Option Award Agreement between Dan Henry and Green Dot Corporation dated March 25, 2020.

10-Q May 11, 2020 10.3

10.11* Inducement Award Agreement (Performance Restricted Stock Unit) between Dan Henry and Green Dot Corporation dated March 25, 2020.

10-Q May 11, 2020 10.4

10.12* Inducement Award Agreement (Restricted Stock Unit) between Dan Henry and Green Dot Corporation dated March 25, 2020.

10-Q May 11, 2020 10.5

10.13* Employment Agreement between Daniel Eckert and Green Dot Corporation dated May 6, 2020

10.14* Inducement Stock Option Award Agreement between Daniel Eckert and Green Dot Corporation dated May 6, 2020.

10-Q August 6, 2020 10.1

10.15* Inducement Award Agreement (Performance Restricted Stock Unit) between Daniel Eckert and Green Dot Corporation, dated May 6, 2020.

10-Q August 6, 2020 10.2

10.16* Inducement Award Agreement (Restricted Stock Unit) between Daniel Eckert and Green Dot Corporation, dated May 6, 2020.

10-Q August 6, 2020 10.3

10.17* Form of Executive Severance Agreement.

April 26, 2010

S-1(A-2) April 26, 2010 10.12

10.18* 2020 Executive Officer Incentive Bonus Plan

April 9, 2019

8-K February 26, 2020 10.01

10.19* Green Dot Corporation Executive Incentive Plan

10-Q November 6, 2020 10.1

10.20* Separation Agreement between Kuan Archer and Green Dot Corporation dated July 8, 2020.

21.1 Subsidiaries of Green Dot Corporation.

1 unchanged sentence

24.1 Power of Attorney (included on the signature page of this Annual Report on Form 10-K).

Certification of William I Jacobs, Interim Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1 Certification of Dan Henry, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Jess Unruh, Interim Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of William I Jacobs, Interim Chief Executive Officer, pursuant to 18 U.S.C.

32.1** Certification of Dan Henry, Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Number Exhibit Title Form Date Number Filed Herewith

101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL:

(i) Consolidated Balance Sheets as of December 31, 2019 and 2018, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income and Loss for the Years Ended December 31, 2019, 2018 and 2017, (iv) Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2019, 2018 and 2017, (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(i) Consolidated Balance Sheets as of December 31, 2020 and 2019, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018, (iv) Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2020, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

____________________

6 unchanged sentences

Green Dot Corporation

February 28, 2020

/s/ William I Jacobs

William I Jacobs

Chairman and Interim Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints William I Jacobs, John C.

Ricci, and Jess Unruh, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

February 26, 2021 By:

/s/ Dan Henry

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Dan Henry, Kristina Lockwood, and Jess Unruh, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ William I Jacobs

Chairman and Interim Chief Executive Officer (Principal Executive Officer)

February 28, 2020

William I Jacobs

Chris Brewster

Director and Interim President

February 28, 2020

Chris Brewster

/s/ Jess Unruh

Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Accounting Officer)

February 28, 2020

Signature Title Date

/s/ Dan Henry President, Chief Executive Officer and Director (Principal Executive Officer) February 26, 2021

/s/ Jess Unruh Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Accounting Officer) February 26, 2021

/s/ William I.

Jacobs Chairman February 26, 2021

/s/ Kenneth C.

February 28, 2020

/s/ Glinda Bridgforth Hodges

February 28, 2020

Glinda Bridgforth Hodges

Aldrich Director February 26, 2021

Chris Brewster Director February 26, 2021

Chris Brewster

/s/ Rajeev V.

February 28, 2020

/s/ Saturnino Fanlo

February 28, 2020

Date Director February 26, 2021

/s/ Glinda Bridgforth Hodges Director February 26, 2021

Glinda Bridgforth Hodges

/s/ Saturnino Fanlo Director February 26, 2021

Saturnino Fanlo

/s/ Jeffrey B.

Osher Director February 26, 2021

/s/ Ellen Richey Director February 26, 2021

/s/ George T.

February 28, 2020

Shaheen Director February 26, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures