Ellen Richey
GREEN DOTAbout Ellen Richey
Ellen Richey (age 76) has served as an independent director of Green Dot Corporation since April 2020. She is a former Vice Chairman of Risk and Public Policy and former Chief Risk Officer at Visa Inc., with prior senior risk and legal roles at Providian Financial and Washington Mutual; she holds a B.A. in Linguistics and Far Eastern Languages from Harvard University and a J.D. from Stanford Law School, and clerked for U.S. Supreme Court Justice Lewis F. Powell, Jr. (1979–1980) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | Vice Chairman of Risk & Public Policy; Chief Risk Officer; Chief Legal Officer & Chief Enterprise Risk Officer (2014); Chief Enterprise Risk Officer | CRO Feb 2017–Jul 2019; Vice Chair Oct 2014–May 2019; CROE Oct 2007–Dec 2013 | Member of Visa executive committee; led risk, audit, compliance, payment system security, public policy, and legal (2014) |
| Washington Mutual Inc. | SVP Enterprise Risk Management; EVP Card Services | Oct 2005–Jun 2006 | Enterprise risk leadership at a large financial institution |
| Providian Financial Corporation | Vice Chairman | Oct 1999–Dec 2005 | Oversaw ERM, legal, corporate governance/relations, compliance, and audit |
| U.S. Supreme Court | Law Clerk to Justice Lewis F. Powell, Jr. | 1979–1980 | Legal analysis at the highest judicial level |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Cantaloupe, Inc. (public) | Director | Since May 2020 | Current public company directorship |
| Green Visor Financial Technology Acquisition Corp I (SPAC) | Executive Vice President and Director | May 2021–May 2023 | Prior public company role; concluded 2023 |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board determined Ms. Richey is independent under NYSE rules; all committee members (including Risk and Nominating & Corporate Governance) are independent . |
| Committee Assignments (2025 proxy) | Risk Committee (Chair); Nominating & Corporate Governance (Member) . |
| Committee Meetings (2024) | Risk Committee: 8 meetings; Nominating & Corporate Governance: 4 meetings . Board: 18 meetings . |
| Attendance | In 2024, all incumbent directors attended >90% of aggregate Board and committee meetings for which they served; all 8 then‑serving directors attended the 2024 annual meeting . |
| Executive Sessions | Independent directors meet in executive session regularly; Board maintains Lead Independent Director role (currently G. T. Shaheen) . |
| Risk Oversight Scope | As Risk Chair, oversees enterprise risk framework, risk appetite, and key risk types (financial crimes/BSA-AML, information security/cyber, model, operational, credit, compliance, reputation, strategic, technology) with regular CRO reporting . |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 197,000 | 249,995 | — | — | 446,995 |
| 2024 Cash Fee Detail | Board Fees ($) | Bank Board Fees ($) | Total ($) |
|---|---|---|---|
| Ellen Richey | 102,000 | 95,000 | 197,000 |
| Director Cash Fee Policy | 2024 Schedule | 2025 Schedule (effective Jan 1, 2025) |
|---|---|---|
| Annual Cash Retainer | $70,000 | $105,000 |
| Audit Chair / Member | $30,000 / $12,500 | $45,000 / $20,000 |
| Compensation Chair / Member | $25,000 / $10,000 | $25,000 / $10,000 |
| Risk Chair / Member | $25,000 / $10,000 | $40,000 / $15,000 |
| Nominating & Gov Chair / Member | $20,000 / $7,000 | $20,000 / $7,000 |
| Chair of the Board | $70,000 | $105,000 |
| Lead Independent Director | $70,000 (when applicable) | Not separately listed (2025 table) |
| Subsidiary Bank Board Fees | Paid in 2024; Board $70k, Audit Chair $30k/Member $12.5k, Risk Chair $25k/Member $10k, Chair $35k | Eliminated in 2025 after board alignment |
| Director Equity Policy | 2024 | 2025 Change |
|---|---|---|
| Annual RSU Grant (Board) | $125,000 grant-date fair value | $225,000 grant-date fair value |
| Additional RSU (Bank Board) | $125,000 (if also served on bank board) | Removed (boards became identical) |
| Vesting | Earlier of 1 year or the next annual meeting | Same |
| Change-in-Control | Unvested director RSUs accelerate and vest in full upon a qualifying change in control |
Notes:
- 2024 unvested RSUs outstanding for Ms. Richey at 12/31/2024: 24,366; no options outstanding .
Performance Compensation
| Element | Design | Metrics/Linkage |
|---|---|---|
| Director Equity Awards | Full‑value RSUs with time‑based vesting; fixed‑value annual grants | No performance‑based equity for non‑employee directors . |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| Cantaloupe, Inc. | Public | Director (since May 2020) | None disclosed with Green Dot suppliers/customers/competitors in proxy . |
| Green Visor Financial Technology Acquisition Corp I | Public (SPAC) | EVP and Director (May 2021–May 2023) | Prior role; no ongoing interlock . |
Expertise & Qualifications
- Payments, financial services and enterprise risk management expertise; led risk, audit, compliance, and security functions at Visa .
- Legal credentials (Stanford J.D.) and U.S. Supreme Court clerkship; Harvard A.B. .
- Governance and public policy experience applicable to regulated fintech/banking oversight .
Equity Ownership
| As of Date | Shares Owned (Direct) | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Class A Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Mar 31, 2025 | 25,674 | 24,366 | 50,040 | <1% (asterisked in table) | 54,873,357 shares outstanding |
| Additional Alignment Policies | Detail |
|---|---|
| Director Stock Ownership Guidelines | 4x annual cash retainer; counts shares, full‑value awards (e.g., RSUs), and certain family/trust holdings; 5 years to comply; as of Mar 31, 2025, all non‑employee directors have either satisfied or have additional time remaining to satisfy . |
| Anti‑Hedging / Anti‑Pledging | Directors prohibited from hedging, shorting, or pledging company securities or holding in margin accounts . |
Governance Assessment
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Strengths
- Independent director with deep enterprise risk and payments expertise; chairs the Risk Committee overseeing comprehensive risk domains with regular CRO reporting—well‑aligned with Green Dot’s bank subsidiary and fintech risk profile .
- Strong board process: >90% attendance by all incumbents in 2024; 18 Board meetings; regular executive sessions; Lead Independent Director structure .
- Alignment and safeguards: robust director ownership guidelines (4x retainer), anti‑hedging/pledging policy, equity awards that vest on time rather than performance (reduces incentive for risk‑taking in director pay), and change‑in‑control clarity .
-
Watch items
- 2025 compensation structure increased cash retainer and altered equity mix (consolidated to $225k RSU without a separate bank board grant) and raised some committee fees (e.g., Risk Chair to $40k). While within shareholder‑approved limits, investors may monitor fee escalation versus workload and outcomes of risk oversight .
- External commitments include one current public company board (Cantaloupe, Inc.); no related‑party transactions disclosed and independence affirmed, but ongoing monitoring for potential ecosystem interlocks remains prudent .
-
Red flags
- None disclosed regarding related‑party transactions, hedging/pledging, or attendance; Board specifically noted absence of related‑person transactions with non‑employee directors and reaffirmed independence .