Amy Pugh

About Amy Pugh

Amy Pugh (age 54) is General Counsel and Secretary at Green Dot (GDOT), serving since September 2022; she holds a B.A. in History from the University of Kentucky and a J.D. from the Salmon P. Chase College of Law at Northern Kentucky University . In 2024, Green Dot reported GAAP total operating revenues of $1.7 billion, a GAAP net loss of $26.7 million, and Adjusted EBITDA of $165.4 million; short‑term incentive plan payouts to executives were 50.4% of target, and Say‑on‑Pay passed with ~95% support, highlighting a pay‑for‑performance posture under challenging results . Her role spans legal, regulatory, and transactional execution, evidenced by signing the Walmart program extension amendment (including a $70 million one‑time payment), the 8.75% senior notes due 2029 filing, and the Federal Reserve consent order 8‑K filings .

Past Roles

External Roles

No external public company directorships or committee roles disclosed for Ms. Pugh in the proxy biography and executive officer section .

Fixed Compensation

Notes:

• 2024 annual cash incentive design: 100% based on Adjusted EBITDA (threshold $157.5M; target $175M), subject to an MBO modifier of ±30% based on predetermined regulatory metrics .
• Company‑wide 2024 STIP payout outcome was 50.4% of target, reflecting below‑plan performance .

Performance Compensation

Annual Cash Incentive – 2024 Design and Outcome

Long‑Term Equity – 2024 Awards

• Structure: 50% PRSUs on three‑year relative TSR vs. S&P 1500 Financials; 50% PRSUs on three‑year cumulative non‑GAAP diluted EPS; plus time‑based RSUs vesting over three years .

• TSR payout schedule examples: 50th percentile = 100% of target; 68.75th percentile or above = 175% of target (max). Below 25th percentile = 0% .
• 2023 PRSU tracking: Through the first two years of the 2023 PRSU period, cumulative non‑GAAP EPS was below the minimum threshold ($5.81) and relative TSR was below the 25th percentile threshold (no shares earned to date) .

Outstanding Equity Awards at 12/31/2024 (Unvested/Unearned)

Equity Ownership & Alignment

• Beneficial ownership: 21,812 shares of Class A common stock held directly; represents less than 1% of outstanding shares (54,873,357 Class A shares outstanding at 3/31/2025) .
• Stock ownership guidelines: CEO 5x base salary; all other NEOs 2x base salary; five years to comply; as of 3/31/2025, all NEOs have either satisfied their requirement or have additional time remaining .
• Anti‑hedging/anti‑pledging: Hedging prohibited; no holding of company securities in margin accounts or pledging as collateral permitted .
• Clawback: SEC/NYSE‑compliant clawback covers performance‑based equity and cash incentives; plan‑level recovery allows cancellation/recoupment and treats awards as not earned/vested if clawback conditions apply .
• Potential CiC vesting value (double‑trigger): If terminated without cause/for good reason within 12 months post‑CiC, 100% acceleration of unvested equity; PRSUs accelerate at target; estimated acceleration value for Ms. Pugh at 12/31/2024: $1,300,655 .

Employment Terms

• Employment status and severance: At‑will. Historically, Ms. Pugh had no individual contractual severance; in April 2025, the Board adopted a Severance Policy for executives terminated without cause providing 12 months base salary, a prorated target bonus, up to 12 months COBRA reimbursement, and pro‑rated vesting of the then‑current tranche(s) of time‑based RSUs and certified PRSUs based on actual performance (pro‑rated by service) .
• Change‑in‑control (Corporate Transaction Policy): Double‑trigger acceleration—upon qualifying termination without cause/for good reason on or within 12 months after a corporate transaction, 100% acceleration of unvested equity awards; PRSUs convert/accelerate at target; no golden parachute tax gross‑up under the policy .
• Start date in current role: September 2022 .

Performance & Track Record

• Company operating backdrop during tenure: 2024 GAAP total operating revenues $1.7B; GAAP net loss $26.7M; Adjusted EBITDA $165.4M; below‑plan outcomes led to STIP funding of 50.4% of target for executives and no discretionary bonuses .
• Long‑term incentives tied to performance: 2023 PRSUs tracking below threshold for both EPS and relative TSR through year two (no interim earning), indicating a high performance bar and alignment of equity outcomes with results .
• Key legal and transactional filings: Ms. Pugh signed the Walmart program extension 8‑K (amending term to Jan 31, 2033; $70M one‑time incentive payment), the 8.75% Senior Notes due 2029 8‑K, and the Federal Reserve consent order 8‑K, evidencing central involvement in commercial and regulatory matters .

Compensation Structure Analysis

• Cash vs. equity mix: 2024 compensation weighted to equity and at‑risk pay (stock awards and performance‑based cash), with base salary raised to $460,000 (up ~8.2% vs. 2023); no stock options granted to NEOs in 2024, reflecting a continued shift to RSUs/PRSUs .
• Performance metric rigor: STIP tied 100% to Adjusted EBITDA with an added regulatory MBO modifier of ±30%, and LTI PRSUs split 50/50 between three‑year cumulative EPS and relative TSR vs. S&P 1500 Financials; maximum PRSU payout reduced from 200% to 175% of target to conserve shares while maintaining slope of payout vs. performance .
• Governance features: Robust clawback and strict anti‑hedging/anti‑pledging rules; stock ownership guidelines (2x salary for non‑CEO NEOs, five‑year compliance window) .

Investment Implications

• Alignment and incentives: Ms. Pugh’s pay design is strongly tied to multi‑year TSR and EPS performance and to annual EBITDA, with meaningful downside realized when goals are missed (2024 STIP at 50.4% of target; 2023 PRSUs below threshold through year two), indicating high pay‑for‑performance sensitivity .
• Selling pressure and vesting cadence: Time‑based RSUs vest on annual anniversaries (not quarterly), and anti‑pledging/hedging policies reduce forced‑sale/hedge risks; however, standard tax‑related sales may occur at vest dates (noted RSU grants on 9/12/2022, 3/7/2023, and 3/23/2024 with three‑year schedules) .
• Retention and change‑in‑control: The April 2025 Severance Policy provides a baseline 12‑month severance and pro‑rated vesting upon a without‑cause termination, reducing unwanted turnover risk; CiC double‑trigger acceleration at target creates retention through potential strategic transactions (estimated CiC acceleration value of ~$1.3M for Pugh at 12/31/2024) .
• Governance and regulatory execution: Strong governance (“no hedging/pledging,” clawback) and Pugh’s direct execution on major filings (Walmart program extension, senior notes, Fed consent order) underscore centrality to risk management and strategic enablement; Say‑on‑Pay’s ~95% support suggests investor acceptance of the program design .

Appendix — Multi‑Year Compensation (Summary Compensation Table Extract)