J. Chris Brewster
GREEN DOTAbout J. Chris Brewster
J. Chris Brewster, age 75, has served on GDOT’s Board since April 2016 and was interim President from January–March 2020. He is currently Audit Committee Chair, and a member of the Compensation and Risk Committees; the Board affirmatively determined he is independent under NYSE rules and an “audit committee financial expert.” He holds a B.S. in Industrial Management from MIT and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Dot Corporation | Interim President | Jan 2020 – Mar 2020 | Management continuity during transition |
| Cardtronics, Inc. | Chief Financial Officer; Executive Advisor | CFO: Feb 2004 – Feb 2016; Advisor: Feb 2016 – Feb 2017 | Long-tenured CFO in consumer financial services |
| Human Longevity, Inc. | — | — | — (context provided for other GDOT directors) |
| Imperial Sugar Company | EVP & CFO | Oct 2001 – Sep 2002 | Public company CFO experience |
| WorldOil.com | CEO & CFO | Mar 2000 – Sep 2001 | Operational and financial leadership |
| Bellmeade Capital Partners, LLC | Partner | Jan 1997 – Feb 2000 | Merchant banking; consolidation strategy |
| Sanifill, Inc. | CFO | Mar 1992 – Sep 1996 | Public company CFO experience |
| National Convenience Stores, Inc. | CFO | May 1984 – Mar 1992 | Large retail CFO experience |
| Various businesses | Consultant | Sep 2002 – Feb 2004 | Advisory roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R3, LLC (private fintech) | Non-Executive Chairman; Audit Committee Chair | Director since Sep 2017 | Governance and audit oversight expertise |
| Houston Area Parkinson Society (non-profit) | Director | Since Jan 2015 | Community leadership |
| Other public directorships | — | — | None |
Board Governance
- Independence and expertise: Brewster is independent; Audit Committee Chair; designated audit committee financial expert. All committee members are independent; Audit Committee met 8 times in 2024 .
- Committee assignments: Audit (Chair); Compensation (member; joined in 2025); Risk (member). Compensation Committee met 5 times; Risk Committee met 8 times in 2024 .
- Attendance: In 2024, all incumbent directors attended >90% of the aggregate Board and committee meetings on which they served; Board met 18 times; Nominating & Corporate Governance Committee met 4 times .
- Lead Independent Director and executive sessions: Board has a Lead Independent Director (George T. Shaheen) and independent directors meet in regular executive sessions; presiding director per policy .
- Related party safeguards: Formal policy for related person transactions reviewed by Audit Committee; no transactions >$120,000 involving directors/executives from Jan 1, 2024 to present (other than noted compensation) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Green Dot Board) | $110,000 | Annual retainer plus committee/leadership fees per policy |
| Cash fees (Bank subsidiary Board) | $110,000 | Separate bank board fees in 2024 |
| Total cash fees | $220,000 | Sum of corporate and bank board fees |
| Equity (RSUs) – Green Dot Board | $124,998 grant-date fair value | Fixed-value RSU program |
| Equity (RSUs) – Bank Board | $124,997 grant-date fair value | Additional RSUs for bank board service (2024 policy) |
| Total equity (RSUs) | $249,995 | No option awards in 2024 |
| Total 2024 director compensation | $469,995 | Cash + equity |
Policy changes effective Jan 1, 2025 (impacting forward comp mix): cash annual retainer increased to $105,000; committee chair/member fees adjusted; Chairperson fee $105,000; annual director RSU grant standardized at $225,000 (no separate bank board grants as boards became identical) .
Performance Compensation
| Feature | Status | Detail |
|---|---|---|
| Performance-based equity for directors | Not used | Director equity is full-value RSUs with time-based vesting |
| RSU vesting schedule | Time-based | Vest upon earlier of one year or next annual meeting following grant |
| Change-in-control treatment | Accelerated vesting | Unvested director RSUs accelerate and vest in full upon consummation of a corporate transaction (unless otherwise determined) |
| Clawback applicability | Yes (plan level) | Awards subject to clawback pursuant to company policy and law |
Other Directorships & Interlocks
| Entity | Type | Relationship | Potential Interlock/Conflict |
|---|---|---|---|
| R3, LLC | Private fintech | Non-Executive Chairman; Audit Chair | No GDOT related-party transactions disclosed; Audit Committee reviews any such matters |
| Houston Area Parkinson Society | Non-profit | Director | Charitable roles covered by related-party policy thresholds |
| Public company boards | — | None | No public interlocks disclosed |
Expertise & Qualifications
- Financial expertise: Former multi-company CFO; designated Audit Committee Financial Expert; deep consumer financial services experience aligned with GDOT’s business model .
- Risk and compliance: Member of Risk Committee overseeing enterprise-wide risk framework (cybersecurity, AML/BSA, model risk, operational and regulatory risk) .
- Education: B.S. MIT; MBA Harvard Business School .
- Governance: Experience chairing audit (GDOT and R3), compensation committee membership, and interim executive leadership during company transition .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 116,755 shares | 92,389 shares held + 24,366 RSUs vesting within 60 days of Mar 31, 2025 |
| Ownership % of shares outstanding | <1% (asterisked in proxy) | Based on 54,873,357 shares outstanding |
| Unvested RSUs (12/31/2024) | 24,366 units | No stock options outstanding |
| Pledged/hedged shares | Prohibited by policy | No hedging or pledging allowed for directors |
| Director stock ownership guideline | 4× annual cash retainer | 5-year compliance window; all directors either compliant or within window as of Mar 31, 2025 |
Governance Assessment
- Board effectiveness: Brewster’s financial acumen and Audit Chair role (with financial expert designation) strengthen oversight of financial reporting and internal controls; committee independence and regular executive sessions support robust governance .
- Alignment and incentives: Director pay emphasizes equity via fixed-value RSUs; strong ownership guidelines (4× retainer) and anti-hedging/pledging policy enhance alignment. 2025 changes increase cash/equity retainer values, simplifying structure post bank board alignment .
- Independence and attendance: Board confirmed independence; attendance exceeded 90% across Board/committees in 2024—positive engagement signal .
- Related-party/consultant controls: Formal related-person transaction policy with Audit Committee oversight; no reportable related-party transactions since Jan 1, 2024. Mercer served as independent compensation consultant; while providing additional services (non-executive comp and 401(k) advisor), Compensation Committee evaluated independence and found no conflict—monitoring advisable to avoid consultant conflicts over time .
- Change-in-control treatment: Director RSUs accelerate on corporate transaction (single-trigger at close). While common for directors, investors should note potential perception of entrenchment or misaligned incentives versus executive double-trigger policy .
Red Flags and Watch Items
- Single-trigger acceleration for director equity on change-in-control—considered acceptable by many, but may be viewed as less optimal alignment relative to double-trigger for executives .
- Consultant breadth: Mercer’s additional services were disclosed and assessed; continue to monitor for independence drift despite current “no conflict” determination .
- Prior interim executive role: Brewster’s 2020 interim presidency is disclosed; Board still determined independence—no current employment relationship. Maintain awareness, but Board’s annual independence review mitigates concerns .