Chris Ruppel
GREEN DOTAbout Chris Ruppel
Chris Ruppel, 53, is Interim President and Chief Revenue Officer of Green Dot (appointed Interim President in March 2025; CRO since November 2022). He joined Green Dot via the March 2017 acquisition of UniRush and previously founded rapid! PayCard (CEO 2004–2011), later holding leadership roles at WEX Inc. He holds B.A. degrees in English and Finance from Florida State University . Green Dot’s 2024 adjusted EBITDA was $165.4 million, driving 2024 annual incentives at 50.4% of target for NEOs; 2023 incentives paid zero due to below-threshold performance, highlighting strict pay-for-performance design . Say‑on‑pay support in 2024 was 95%, indicating strong shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Green Dot Corporation | Interim President | Mar 2025–present | Executive leadership during strategic alternatives review |
| Green Dot Corporation | Chief Revenue Officer | Nov 2022–present | Revenue leadership across B2B/consumer |
| Green Dot Corporation | Head of Direct to Consumer | Mar 2022–Nov 2022 | D2C segment leadership |
| Green Dot Corporation | GM, Wage & Corporate Disbursements | Mar 2017–Mar 2022 | Growth of wage disbursement products |
| UniRush LLC | President, rapid! PayCard | Jan 2015–Mar 2017 | Led payroll card business pre‑acquisition |
| rapid! PayCard (founded) | Chief Executive Officer | Jan 2004–Mar 2011 | Built prepaid payroll debit card provider; later sold to WEX |
| WEX Inc. | GM, Prepaid Cards, The Americas | Mar 2013–Jan 2014 | Regional product leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in GDOT proxy | — | — | No external directorships mentioned in the executive biography |
Fixed Compensation
- Current interim compensation (effective March 2025): base salary increased from $485,000 to $550,000; target annual cash incentive increased from 75% to 100% of salary .
- Base salary history (NEO table):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $485,000 |
Multi‑year summary compensation for Chris Ruppel:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $352,501 | $450,000 | $475,577 |
| Stock Awards ($) | $764,403 | $1,291,571 | $1,156,438 |
| Non‑Equity Incentive ($) | — | — | $180,041 |
| All Other Comp ($) | $7,060 | $7,644 | $7,692 |
| Total ($) | $1,123,964 | $1,749,216 | $1,819,749 |
Performance Compensation
Annual Incentive (Cash) – Structure and Outcomes
- 2024 design: 100% financial metric (Adjusted EBITDA) with a regulatory MBO hurdle and ±30% MBO modifier. Adjusted EBITDA goals ranged from $157.5m (50%) to $210.0m (200%). Actual 2024 Adjusted EBITDA was $165.4m → financial multiplier 72%; MBO modifier −30%; payout 50.4% of target .
- 2023 design: 100% Adjusted EBITDA with MBO reduction only; actual $170.8m below threshold → zero payout .
| Component | Weighting | Target | Actual/Result | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (2024) | 100% financial | $175.0m | $165.4m → 72% multiplier | 50.4% of target after −30% MBO | MBO hurdle unmet; −30% modifier applied |
| Adjusted EBITDA (2023) | 100% financial | $200.0m | $170.8m → below threshold | 0% | MBO could only reduce payouts |
Individual 2024 payout:
| Metric | Target Incentive ($) | Financial Multiplier | MBO Modifier | % of Target Earned | Payout ($) |
|---|---|---|---|---|---|
| Chris Ruppel | $357,223 | 72% | −30% | 50.4% | $180,041 |
PRSUs (Performance RSUs)
- 2024 PRSUs (grant 3/23/2024): 50% based on 3‑yr cumulative non‑GAAP diluted EPS; 50% based on 3‑yr relative TSR vs S&P 1500 Financials; earn‑out 0–175% of target at end of 2024–2026 period .
- 2023 PRSUs (grant 3/7/2023): same two metrics (EPS and relative TSR) with 0–200% earn‑out at end of 2023–2025 period. Through two years, EPS and TSR tracked below minimum thresholds (no interim earn‑out) .
| Grant | Metric | Weight | Target Shares | Max Shares | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| 2024 PRSU (3/23/2024) | Non‑GAAP cumulative diluted EPS | 50% | 16,376 | 114,628 | 2024–2026 | Single installment at end of period |
| 2024 PRSU (3/23/2024) | Relative TSR vs S&P 1500 Financials | 50% | 16,376 | 114,628 | 2024–2026 | Single installment at end of period |
| 2023 PRSU (3/7/2023) | Non‑GAAP cumulative diluted EPS | 50% | 9,986 | 79,980 | 2023–2025 | Single installment at end of period |
| 2023 PRSU (3/7/2023) | Relative TSR vs S&P 1500 Financials | 50% | 9,986 | 79,980 | 2023–2025 | Single installment at end of period |
RSUs (Time‑Based)
- 2024 RSUs (grant 3/23/2024): 65,502 shares; vest in equal annual installments over three anniversaries of grant date .
- 2023 RSUs (grant 3/7/2023): 23,671 shares initially granted; 15,781 unvested at 12/31/2024 (three‑year annual vest schedule) .
- 2022 RSUs (grant 3/25/2022): 6,024 unvested at 12/31/2024 (three‑year annual vest schedule) .
| Grant | Shares | Vesting Schedule |
|---|---|---|
| RSU (3/23/2024) | 65,502 | Equal annual installments on each of the three anniversaries of grant |
| RSU (3/7/2023) | 23,671 granted; 15,781 unvested at 12/31/2024 | Equal annual installments over three years |
| RSU (3/25/2022) | 6,024 unvested at 12/31/2024 | Equal annual installments over three years |
2025 Interim Awards and Retention
- Interim RSU grant: 25,542 time‑based RSUs for added responsibilities; vest in full on one‑year anniversary; pro‑rata or full acceleration upon qualifying termination depending on timing .
- Retention Program: Cash transaction award $200,000 (Ruppel); 50% paid at “Announcement” of a transaction, 50% at consummation; if no Announcement by 12/31/2025, 50% vests on 12/31/2025 and balance on 6/30/2026 .
| Award | Amount/Shares | Vesting |
|---|---|---|
| Interim RSUs (2025) | 25,542 RSUs | Full vest at 1‑year anniversary; acceleration on qualifying termination; or full on/after May 31, 2025 |
| Retention Cash (2025) | $200,000 | 50% at “Announcement”; 50% at closing; or 50% on 12/31/2025 and 50% on 6/30/2026 if no Announcement |
Stock vested in 2024:
| Metric | Shares Vested | Value Realized ($) |
|---|---|---|
| Stock Awards (2024) | 18,090 | $162,664 |
Equity Ownership & Alignment
- Beneficial ownership: 106,309 shares (less than 1% of outstanding) as of March 31, 2025; outstanding shares 54,873,357 .
- Stock ownership guidelines: 2× base salary for all NEOs (CEO 5×); five years to comply; all NEOs either satisfied or have time remaining .
- Anti‑hedging/anti‑pledging: Hedging and pledging of Company stock prohibited .
- Outstanding awards at FY‑end 2024:
| Award Type | Unvested/Unearned Units | Market/Payout Value ($) |
|---|---|---|
| RSUs (various grants) | 6,024 (2022) + 15,781 (2023) + 65,502 (2024) | $64,095 + $167,910 + $696,941 (at $10.64 close) |
| PRSUs (2023, 2024 target) | 9,986 (2023) + 16,376 (2024) | $106,254 + $174,235 (target basis; at $10.64) |
Notes: Market values above use $10.64 closing price on 12/31/2024 per proxy methodology .
Employment Terms
- At‑will employment; no contractual severance for Ruppel pre‑April 2025 .
- Severance Policy (adopted April 2025): if terminated without cause, executives receive 12 months base salary, prorated target bonus, up to 12 months COBRA subsidy, and pro‑rata acceleration of current‑tranche RSUs and certified PRSUs, subject to release .
- Corporate Transaction Policy (double‑trigger): if terminated without cause or for good reason within 12 months post‑transaction, 100% acceleration of all unvested equity; performance awards vest at target; no tax gross‑ups .
- Clawback: SEC/NYSE‑compliant clawback covering cash incentives and performance‑based equity; post‑2020 awards subject to forfeiture/reimbursement upon “cause” .
| Provision | Terms |
|---|---|
| Severance (without cause) | 12 months base; prorated target bonus; 12 months COBRA subsidy; pro‑rata equity acceleration of current tranches |
| Change‑of‑Control (double‑trigger) | 100% equity acceleration at termination within 12 months post‑transaction; PRSUs at target; no gross‑ups |
| Clawback | Recovery on restatement and cause‑related forfeiture/reimbursement per policy |
| Anti‑hedging/pledging | Prohibited for all officers/directors |
Investment Implications
- Strong pay‑for‑performance discipline: 2023 zero payout; 2024 payout at 50.4% of target with explicit MBO hurdle reinforces downside sensitivity of cash bonuses .
- Equity alignment with multi‑year PRSUs (EPS and relative TSR) and sizable time‑based RSUs creates medium‑term vesting over 2025–2027; interim RSUs (2025) vest in one year, adding near‑term vesting flow that may increase settlement‑related sales pressure around grant anniversaries .
- Retention risk tempered by April 2025 Severance Policy and 2025 Retention Program; however, Corporate Transaction Policy (double‑trigger) implies full acceleration risk if strategic alternatives culminate in a deal, potentially increasing short‑term selling pressure post‑transaction .
- Governance positives: ownership guidelines (2× salary), anti‑hedging/pledging, no tax gross‑ups, and strong say‑on‑pay support (95%) reduce alignment and compensation risk .