Item 9A. Controls and Procedures
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, 2024, 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, 2024, 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, 2024, 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, 2024 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
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
Name & Title Date Adopted Character of Trading Arrangement Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date
Teresa Watkins
Chief Operations Officer
11/20/2024 Rule 10b5-1 1
Up to 18,409 shares to be sold 11/7/2025
Chris Ruppel
Chief Revenue Officer
11/27/2024 Rule 10b5-1 1
Up to 38,120 shares to be sold 10/31/2025
1 Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
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ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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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 2025 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 2025 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.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
ITEM 11. Executive Compensation
The information required by this Item is incorporated by reference from our proxy statement for our 2025 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 2025 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 2025 Annual Meeting of Stockholders under the captions “Corporate Governance and Director Independence" 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 2025 Annual Meeting of Stockholders under the caption “Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm—Principal Accountant Fees and Services.”
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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
4.2++ Form of 8.75% Fixed Rate Senior Note due 2029 (included as Exhibit A to the Senior Note Purchase Agreement filed as Exhibit 10.8).
10-Q November 8, 2024 4.1
10.1* Form of Indemnity Agreement.
S-1(A4) June 29, 2010 10.01
10.2* Green Dot Corporation 2010 Equity Incentive Plan, as amended (including related form agreements and related policies).
10-Q August 9, 2024 10.1
10.3 2010 Employee Stock Purchase Plan, as amended and restated
DEF 14A April 16, 2021 ***
10.4+ 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
10.5* Form of Executive Severance Agreement.
S-1(A-2) April 26, 2010 10.12
10.6* Green Dot Corporation Executive Incentive Plan
10-Q November 6, 2020 10.1
10.7* Amended and Restated Employment Agreement, dated October 16, 2022, between Green Dot Corporation and George Gresham
8-K October 17, 2022 10.1
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Incorporated by Reference
Exhibit Number Exhibit Title Form Date Filed Number Filed Herewith
10.8++ Senior Note Purchase Agreement by and between the Company and the several purchasers.
10-Q November 8, 2024 10.1
19.1 Insider Trading Policy of Green Dot Corporation.
X
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
97* Compensation Recovery Policy
10-K February 29, 2024 97
101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
X
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.
*** Incorporated by reference to Appendix A to the Registrant’s definitive proxy statement, dated April 16, 2021, for the 2021 Annual Meeting of Stockholders
+ Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
++ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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ITEM 16. Form 10-K Summary
None.
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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: March 3, 2025 By: /s/ George Gresham
Name: George Gresham
Title: President and Chief Executive Officer
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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) March 3, 2025
Name: George Gresham
By: /s/ Jess Unruh Chief Financial Officer (Principal Financial and Accounting Officer) March 3, 2025
Name: Jess Unruh
By: /s/ William I Jacobs Chairman March 3, 2025
Name: William I Jacobs
By: /s/ J. Chris Brewster Director March 3, 2025
Name: J. Chris Brewster
By: /s/ Saturnino Fanlo Director March 3, 2025
Name: Saturnino Fanlo
By: /s/ Robert Millard Director March 3, 2025
Name: Robert Millard
By: /s/ Michelleta Razon Director March 3, 2025
Name: Michelleta Razon
By: /s/ Ellen Richey Director March 3, 2025
Name: Ellen Richey
By: /s/ George T. Shaheen Director March 3, 2025
Name: George T. Shaheen
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