Green Dot Corporation (NYSE:GDOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
the Board of Directors of Green Dot Corporation (the Company, we
and our) approved variable cash incentive and long-term equity
incentive opportunities that are 50% performance-based, with no
minimum guaranteed payout level. Consistent with the incentive
compensation design approved by the Committee last year, the
variable cash incentive opportunity is based on our annual revenue
performance and the long-term equity incentive opportunity is based
on our annual non-GAAP diluted earnings per share (EPS) performance
or, in the case of our Chief Executive Officer, our total
shareholder return (TSR) ranking as compared to the SP SmallCap 600
for the period from January 1, 2017 to December 31, 2019.
Officers
Officer Incentive Bonus Plan (the Plan), which is designed to
reward designated executive officers with a cash bonus if the
Company achieves specified annual revenue targets for 2017. The
executive officer participants in the Plan, and their 2017
on-target bonus amounts under the Plan expressed as a percentage of
their respective annual base salaries, are: Steven W. Streit,
President and Chief Executive Officer – 50%; Mark L. Shifke, Chief
Financial Officer – 50%; Kuan Archer, Chief Operating Officer –
80%; Mary J. Dent, Chief Executive Officer, Green Dot Bank – 50%:
Brett Narlinger, Chief Revenue Officer – 50%; and John Ricci,
General Counsel and Secretary – 65%.
cash bonus, each in an amount based on the participant’s full 2017
on-target bonus, for achievement of an annual goal for total
operating revenues. The actual bonus payment is the on-target bonus
amount multiplied by a percentage (which may be more or less than
50% but shall not exceed 150%) that varies depending upon
achievement of the financial objective. No bonus shall be payable
to the participant if the Company fails to achieve a
pre-established minimum level for the financial objective.
Officers
executive officers of performance-based restricted stock units
(PSUs) to acquire shares of the Companys Class A common stock
(common stock). PSUs were granted to executive officers for the
following target number of shares of common stock at 50%
achievement of the applicable performance metrics described below:
68,188 shares for Mr. Streit; 21,027 shares for Mr. Shifke; 21,027
shares for Mr. Archer; 13,217 shares for Ms. Dent; 18,624 shares
for Mr. Narlinger; and 19,825 shares for Mr. Ricci. These awards
were granted under the 2010 Equity Incentive Plan, as amended. The
PSUs are subject to vesting and adjustment based on the achievement
of specified performance metrics as set forth below.
(TSR) ranking for the Company as compared to the SP SmallCap 600
for the period from January 1, 2017 to December 31, 2019, 0% to
150% of the target shares will be eligible to be earned at the end
of 2019. If the Companys TSR ranking for the performance period
does not exceed at least a pre-established minimum percentile of
the SP SmallCap 600, then no shares will be earned under his award
and he will forfeit all shares under the award. The award shall
vest, if at all, only following the end of the third year of the
performance period (i.e., December 31, 2019), and Mr. Streit must
be employed by the Company at the end of such period in order to
vest in the award, subject to the terms of his employment letter
agreement, dated September 16, 2017, the operative provisions of
his executive severance agreement, dated April 28, 2010 and/or the
Companys Corporate Transaction Policy.
depending on the Companys achievement of targeted non-GAAP EPS for
2017, 0% to 150% of the target shares will be earned, subject to
time-based vesting conditions. If any target shares become earned
in 2017 (earned shares) as a result of achievement of the non-GAAP
EPS goal for fiscal 2017, then 25% of the earned shares shall vest
on the date that the Committee determines the actual achievement of
the non-GAAP EPS goal for fiscal 2016 and the remainder will vest
in equal annual installments on the second, third and fourth
anniversaries of the draft of grant. If the Company does not
achieve at least a pre-established minimum level of non-GAAP EPS in
2017, then no shares will be earned under the participants award
and all shares will be forfeited under the award. Subject to
certain exceptions (including acceleration of vesting upon a change
in control of the Company under the terms of the Corporate
Transaction Policy), the award shall vest, if at all, only
following the end of 2017, and the executive officer must be
employed by the Company at the time of vesting for the award to
vest.
qualified in their entirety by reference to the Plan and each form
of PSU which are being filed as Exhibit 10.01, 10.02 and 10.03 to
this Current Report on Form 8-K and is incorporated herein by
reference.
|
Number
|
Description
|
|
10.01
|
2017 Executive Officer Incentive Bonus Plan
|
|
10.02
|
2017-2019 Performance-based restricted stock units award
agreement between the Registrant and Steven W. Streit. |
|
10.03
|
Form of executive officer performance-based restricted
stock units award agreement. |
About Green Dot Corporation (NYSE:GDOT)
Green Dot Corporation, along with its subsidiaries, is a pro-consumer financial technology innovator. The Company is a provider of reloadable prepaid debit cards and cash reload processing services in the United States. The Company operates through two segments: Account Services, and Processing and Settlement Services. Its account services segment includes branded deposit account programs, including Green Dot-branded and affinity-branded general purpose reloadable (GPR) card accounts; checking accounts, and open-loop gift cards. Its processing and settlement services include reload services and tax refund processing services. It also has operations in the mobile technology and mobile banking with GoBank mobile checking account. Through its subsidiary, SBBT Holdings, LLC (TPG), it also operates as a processor of tax refund disbursements in the United States. It offers checking account products, such as GoBank, that allow customers to acquire and manage checking accounts. Green Dot Corporation (NYSE:GDOT) Recent Trading Information
Green Dot Corporation (NYSE:GDOT) closed its last trading session down -0.46 at 32.76 with 296,604 shares trading hands.