George T. Shaheen

About George T. Shaheen

George T. Shaheen (age 80) has served on Green Dot’s Board since September 2013 and is the Lead Independent Director as of March 2025. He is Managing Director at Andersen, LLP (since July 2022) and previously held CEO roles at Siebel Systems, Webvan Group, and Entity Labs after serving as CEO and Global Managing Partner of Andersen Consulting/Accenture (1988–1999). He holds a B.S. and MBA from Bradley University. Independence affirmed under NYSE rules; no related-person transactions requiring disclosure were identified.

Past Roles

External Roles

Board Governance

• Current roles: Lead Independent Director; Chair of Compensation Committee; Member of Audit Committee.
• Independence: Board determined Shaheen independent under NYSE standards; all committee members are independent; Audit Committee meets SEC independence requirements.
• Attendance: In 2024, all incumbent directors attended >90% of Board and committee meetings; Board met 18 times; Audit 8; Risk 8; Compensation 5; Nominating & Corporate Governance (NCG) 4.
• Lead Independent Director responsibilities: presides over executive sessions, liaises with Chair/management, available for stockholder consultation, encourages direct dialogue.
• Audit Committee financial expert designation: Brewster, Fanlo, Millard designated; Shaheen not designated as an audit committee financial expert.
• Executive sessions: Independent directors meet regularly in executive session.

Fixed Compensation

2025 policy changes (effective Jan 1, 2025; board and bank boards now identical, no separate bank compensation):

• Cash: annual retainer $105,000; Audit Chair $45,000 (member $20,000); Risk Chair $40,000 (member $15,000); Comp Chair $25,000 (member $10,000); NCG Chair $20,000 (member $7,000); Chair of Board $105,000.
• Equity: annual RSUs $225,000; time-based vesting; limit for non-employee directors $750,000 total comp per year.

Director stock ownership guidelines: 4x annual cash retainer; 5-year compliance window; all non-employee directors either satisfied or within allowed time as of Mar 31, 2025. Hedging/pledging prohibited.

Performance Compensation

• Directors do not receive performance-based equity awards; RSUs are time-based only. No director-specific performance metrics disclosed.

Other Directorships & Interlocks

No disclosed interlocks with GDOT competitors/suppliers/customers; no related-party transactions involving Shaheen disclosed.

Expertise & Qualifications

• CEO experience across enterprise software (Siebel), e-commerce (Webvan), analytics (Entity Labs), and global professional services (Accenture), providing broad operating and human capital oversight useful for Compensation Committee leadership.
• Current professional services leadership (Andersen, LLP) enhances governance and compliance perspective.
• Long-tenured public company board experience; designated committee leadership within GDOT.

Equity Ownership

Policy signals:

• Director RSUs accelerate and vest in full upon corporate transaction; awards subject to clawback and compliance with Code of Conduct and corporate policies. Hedging/pledging prohibited.

Governance Assessment

• Committee leadership and independence: As Lead Independent Director and Compensation Committee Chair, Shaheen is positioned to drive independent oversight of executive pay and board evaluations; independence affirmed; high attendance in 2024 supports engagement.
• Compensation mix and alignment: Emphasis on equity with time-based RSUs and ownership guideline at 4x cash retainer; no performance-based director awards reduces metric-driven alignment but is common for U.S. boards; hedging/pledging ban and clawback strengthen alignment.
• Red flags and mitigants:
  • Change-in-control acceleration for director RSUs can be shareholder-unfriendly; however, plan prohibits repricing and includes minimum vesting and director comp cap ($750k), partially mitigating risk.
  • 2025 increases in cash retainer and RSU grant size elevate guaranteed pay; monitor pay growth relative to workload (board held 18 meetings in 2024) and strategic demands.
  • Audit Committee financial expert designation not assigned to Shaheen; however, committee has multiple designated experts (Brewster, Fanlo, Millard), balancing financial oversight.
• Related-party/conflict check: Board’s independence review identified no transactions or relationships requiring related-person disclosure for non-employee directors; related-party transaction policy governed by Audit Committee; no Shaheen-specific related-party items disclosed.
• Shareholder signals: 95% support in 2024 say-on-pay (for 2023 compensation) indicates strong investor confidence in compensation governance overseen by the Compensation Committee.

Director Compensation Detail (2024)

Breakdown of 2024 cash fees:

• Green Dot Board Fees: $107,500; Bank Board Fees: $82,500.

2025 policy summary (for context, not individual awarded amounts):

• Annual cash retainer $105,000; committee chair/member fees updated; Chair of Board $105,000.
• Annual RSUs $225,000; time-based vesting; director comp cap $750,000 per year; minimum one-year vesting.

Policy & Controls Snapshot

• Clawback policy; stock ownership policy; prohibition on hedging/pledging; no tax gross-ups; no single-trigger CIC benefits; no excessive cash severance; independent comp consultant (Mercer) with independence evaluated; Mercer also provided non-executive services (401k investment advisor) with no consultant conflict determined by committee.

Additional Notes

• Board risk oversight structure spans Audit, Risk, NCG, and Compensation Committees; independent directors constitute all committee members; regular briefings and executive sessions support board effectiveness.