GREEN DOT CORP 10-K

ITEM 9A. Controls and Procedures Disclosure controls and procedures — Our management, with the participation of our Chief Executive Officer an d 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 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 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 Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, 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, 2022, our internal control over financial reporting was effective based on these criteria. Ernst & Young LLP, an independent registered public accounting firm, has issued an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2022, which is included in "Part II, Item 8" of this Annual Report on Form 10-K. 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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced a ny significant impact to our internal controls over financial reporting despite the fact that most of our employees have shifted to a remote workforce strategy in the U.S. The design of our processes and controls allows for remote execution with accessibility to secure data. We are continually monitoring and assessing our remote work environment 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 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. ITEM 9B. Other Information None. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 93 Table of Contents PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference from our proxy statement for our 2023 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,” 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 2023 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. ITEM 11. Executive Compensation The information required by this Item is incorporated by reference from our proxy statement for our 2023 Annual Meeting of Stockholders under the caption “Executive Compensation” excluding the sub-caption “Equity Compensation Plan Information.” ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference from our proxy statement for our 2023 Annual Meeting of Stockholders under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information.” ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference from our proxy statement for our 2023 Annual Meeting of Stockholders under the captions “Corporate Governance and Director Independence of Directors” and “Transactions with Related Parties, Founders and Control Persons.” ITEM 14. Principal Accounting Fees and Services The information required by this Item is incorporated by reference from our proxy statement for our 2023 Annual Meeting of Stockholders under the caption “Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm—Principal Accountant Fees and Services.” 94 Table of Contents PART IV ITEM 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as exhibits to this report: 1. Financial Statements The Index to Consolidated Financial Statements in Item 8 of this report is incorporated herein by reference as the list of financial statements required as part of this report. 2. Financial Statement Schedules All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. 3. Exhibits The following exhibits are filed as part of or furnished with this annual report on Form 10-K as applicable: Incorporated by Reference Exhibit Number Exhibit Title Form Date Filed Number Filed Herewith 3.1 Tenth Amended and Restated Certificate of Incorporation of the Registrant. 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. 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. 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. 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. 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 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. and Wal-Mart Puerto Rico, Inc. and Walmart Apollo, LLC. 10-K March 2, 2020 10.6 10.7† 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 10.8† Amendment to the Processing Services Agreement dated as of September 10, 2018 by and among the Registrant and Mastercard International Incorporated. 10-Q November 9, 2018 10.1 95 Table of Contents Incorporated by Reference Exhibit Number Exhibit Title Form Date Filed Number Filed Herewith 10.9* Employment Agreement between Dan Henry and Green Dot Corporation dated March 24, 2020. 8-K March 30, 2020 10.1 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* Form of Executive Severance Agreement. S-1(A-2) April 26, 2010 10.12 10.14* 2020 Executive Officer Incentive Bonus Plan 8-K February 26, 2020 10.01 10.15* Green Dot Corporation Executive Incentive Plan 10-Q November 6, 2020 10.1 10.16* Employment Agreement between George Gresham and Green Dot Corporation dated October 21, 2021. 8-K October 26, 2021 10.1 10.17* Amended and Restated Employment Agreement, dated October 16, 2022, between Green Dot Corporation and George Gresham 8-K October 17, 2022 10.1 21.1 Subsidiaries of Green Dot Corporation. X 23.1 Consent of Ernst & Young LLP, independent registered public accounting firm. X 31.1 Certification of George Gresham, 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. X 31.2 Certification of Jess Unruh, 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. X 32.1** Certification of George Gresham, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2** Certification of Jess Unruh, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020, (iv) Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2022, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. X 96 Table of Contents Incorporated by Reference Exhibit Number Exhibit Title Form Date Filed Number Filed Herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X ____________________ * Indicates management contract or compensatory plan or arrangement. ** Furnished, not filed. + Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). † Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a grant of confidential treatment under Rule 406 or Rule 24b-2 promulgated under the Securities Act or Rule 24b-2 promulgated under the Exchange Act. 97 Table of Contents ITEM 16. Form 10-K Summary None. 98 Table of Contents SIGNATURE 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, thereunto duly authorized. Green Dot Corporation Date: February 27, 2023 By: /s/ George Gresham Name: George Gresham Title: President and Chief Executive Officer 99 Table of Contents 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. Signature Title Date By: /s/ George Gresham President, Chief Executive Officer and Director (Principal Executive Officer) February 27, 2023 Name: George Gresham By: /s/ Jess Unruh Chief Financial Officer (Principal Financial and Accounting Officer) February 27, 2023 Name: Jess Unruh By: /s/ William I Jacobs Chairman February 27, 2023 Name: William I Jacobs By: /s/ J. Chris Brewster Director February 27, 2023 Name: J. Chris Brewster By: /s/ Rajeev V. Date Director February 27, 2023 Name: Rajeev V. Date By: /s/ Saturnino Fanlo Director February 27, 2023 Name: Saturnino Fanlo By: /s/ Peter Feld Director February 27, 2023 Name: Peter Feld By: /s/ Jeffrey B. Osher Director February 27, 2023 Name: Jeffrey B. Osher By: /s/ Ellen Richey Director February 27, 2023 Name: Ellen Richey By: /s/ George T. Shaheen Director February 27, 2023 Name: George T. Shaheen 100