Jess Unruh
GREEN DOTAbout Jess Unruh
Jess Unruh is Chief Financial Officer of Green Dot (GDOT), serving as CFO since November 2022 after previously holding roles including Chief Accounting Officer, Operational CFO, Interim CFO, VP Financial Reporting, and Director of Accounting Projects; earlier he worked in EY’s audit practice. He is 45 years old (as of March 31, 2025) and holds B.S. degrees in Accounting and Business Administration from the University of Southern California . During his CFO tenure, company performance indicators show Adjusted EBITDA of $170.9m (2023) and $165.4m (2024) with Net Income of $6.7m (2023) and $(26.7)m (2024); GDOT’s “value of $100” TSR stood at 42.49 (2023) and 45.67 (2024), versus S&P 1500 Financials 132.42 (2023) and 171.85 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Green Dot | Chief Financial Officer | Nov 2022 – present | Senior finance leadership; succeeded CEO acting as CFO; oversight of capital allocation and reporting |
| Green Dot | Interim Chief Financial Officer | Jan 2020 – Oct 2021 | Stabilized finance org during leadership transition |
| Green Dot | Operational CFO | Oct 2016 – Dec 2019 | Operational finance leadership for business units |
| Green Dot | Chief Accounting Officer | May 2015 – Nov 2022 | Led corporate accounting and controls |
| Green Dot | VP, Financial Reporting | Jul 2013 – May 2015 | SEC reporting leadership |
| Green Dot | Director, Accounting Projects | Jul 2009 – Jun 2013 | Accounting transformation and special projects |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ernst & Young LLP | Audit practice | 2003 – Apr 2009 | Public company audit experience, accounting/controls foundation |
Fixed Compensation
- Upon promotion to CFO, Compensation Committee increased Unruh’s base salary to $450,000 and set target annual incentive at 75% of salary (effective Nov 7, 2022) . 2023 base salary rate remained $450,000 . Salary actually earned and cash bonus outcomes appear below.
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary rate | $450,000 (effective 11/7/22) | $450,000 | $450,000 (rate; salary earned $464,616) |
| Salary earned | $397,846 | $450,000 | $464,616 |
| Target bonus % | 75% of salary (on promotion) | 75% (plan framework unchanged) | 75% (plan framework unchanged) |
| Actual bonus paid (Non-Equity Incentive Plan) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash incentive | $233,343 | $0 (no 2023 payout) | $175,781 |
Performance Compensation
Annual Incentive (Cash)
| Year | Primary metric(s) | Threshold | Target | Payout range | MBO/Modifier | Actual outcome |
|---|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA | $171m (85.5% of target) | $200m | 50%–200% of target | 25% of target subject to MBOs (downward only) | No cash incentives paid for 2023 |
| 2024 | Adjusted EBITDA | $157.5m (90% of target) | $175m | 50%–200% of target | Individual MBO multiplier ±30% based on regulatory metrics | Unruh paid $175,781 ; company Adjusted EBITDA $165.4m (context) |
Long-Term Incentives (Equity)
- Design changes in 2023: shifted to three-year PRSUs split 50% relative TSR vs S&P 1500 Financials and 50% three-year cumulative non-GAAP diluted EPS; paired with time-based RSUs; no annual grants were made in 2022 as part of the normal cycle .
- 2024 PRSU payout range is 0%–175%; 2023 PRSU payout range is 0%–200% .
| Grant | Type | Shares (threshold/target/max) | Grant date fair value | Vesting |
|---|---|---|---|---|
| 3/7/2023 | PRSUs | 9,986 / 39,945 / 79,890 | $862,416 | Earned on 3-year TSR (50%) and 3-year cumulative non-GAAP EPS (50%) over 2023–2025; cliff vest at end, subject to service |
| 3/7/2023 | RSUs | 23,671 | $429,155 | Time-based; equal annual installments over 3 years from grant |
| 3/23/2024 | PRSUs | 15,352 / 61,408 / 107,464 | $532,714 | Earned on 3-year TSR (50%) and 3-year cumulative non-GAAP EPS (50%) over 2024–2026; cliff vest at end, subject to service |
| 3/23/2024 | RSUs | 61,408 | $551,444 | Time-based; equal annual installments over 3 years from grant |
Performance metric structure for PRSUs:
- 2023 grants: 50% relative TSR vs S&P 1500 Financials (0%–200% of target) and 50% cumulative non-GAAP diluted EPS (0%–200%) over 2023–2025 .
- 2024 grants: 50% relative TSR vs S&P 1500 Financials (0%–175%) and 50% cumulative non-GAAP diluted EPS (0%–175%) over 2024–2026 .
Equity Ownership & Alignment
Beneficial ownership (direct + within 60-day vesting window where applicable):
| As-of date | Shares beneficially owned | % of shares outstanding |
|---|---|---|
| April 3, 2023 | 57,119 | <1% (company table indication) |
| April 1, 2024 | 67,015 | <1% (company table indication) |
| March 31, 2025 | 89,309 | <1% (company table indication) |
Unvested and unearned equity (illustrative snapshot from year-end tables):
| Date | Category | Count (#) | Stated value basis |
|---|---|---|---|
| 12/31/2023 | PRSUs (unearned at target) | 39,945 | Valued at $9.90 per share in proxy table context |
| 12/31/2023 | RSUs (not vested) | 23,671 | Valued at $9.90 per share in proxy table context |
| 12/31/2024 | PRSUs/Equity incentive awards (unearned) | 9,986; 15,352 (by grant) | Valued at $10.64 per share in proxy table context |
| 12/31/2024 | RSUs (not vested) | Multiple tranches including 61,408 (2024 grant) | Valued at $10.64 per share in proxy table context |
Ownership alignment policies:
- Stock ownership guidelines: 2x base salary for non-CEO NEOs; five years to comply; as of March 31, 2025, all NEOs have either satisfied the requirement or have additional time to comply .
- Anti-hedging/anti-pledging: no hedging; no holding GDOT securities in margin accounts or pledging as collateral .
- Clawback: applies to executive officers for cash incentives and performance-based equity in event of restatement, compliant with SEC/NYSE rules .
Employment Terms
- Employment status: all NEOs (including CFO) are employed at will (terminable at any time) .
- Change-in-control and severance economics: Green Dot maintains a Corporate Transaction Policy providing double‑trigger acceleration (termination without cause or for good reason on or within 12 months after a qualifying corporate transaction) for all employees, including executive officers. Performance-based equity accelerates at target; no golden parachute tax gross‑ups under this policy .
- Indicative acceleration value for Unruh’s outstanding equity under the Corporate Transaction Policy (snapshot values shown in proxies):
| As-of date | Accelerated RSU/PRSU vesting value |
|---|---|
| 12/31/2020 | $3,057,840 |
| 12/31/2021 | $1,119,599 |
| 12/31/2022 | $398,410 |
| 12/31/2023 | $687,961 |
| 12/31/2024 | $1,916,902 |
Additional points:
- 2022 promotion package: CFO base salary set to $450,000; target annual incentive 75%; initial disclosure in Item 5.02 8‑K also referenced a 2023 equity target of $1,913,000 (subsequently, the 2023 proxy describes approved 2023 targets of $1,125,000 for Unruh) .
Compensation Structure Analysis
- Mix shift and rigor: No annual equity grants were made in 2022 under the regular cycle; beginning in 2023, LTI moved to three-year PRSUs split between relative TSR and cumulative EPS to strengthen pay-for-performance alignment, complemented by time-based RSUs for retention .
- Annual bonus discipline: 2023 cash incentive paid at 0 despite plan (Adjusted EBITDA threshold/target $171m/$200m), evidencing down‑cycle discipline; 2024 paid modestly ($175,781 to Unruh) against a lower target ($175m) and with an MBO modifier tied to regulatory metrics .
- Governance: Robust clawback, anti‑hedging/pledging, and stock ownership guidelines (2x salary for NEOs) reduce misalignment and risk of forced selling; the Corporate Transaction Policy avoids single‑trigger vesting and tax gross‑ups .
Performance Compensation (detailed table)
| Metric | Weighting | Period | Target/definition | Payout curve | Vesting |
|---|---|---|---|---|---|
| Annual Cash: Adjusted EBITDA | 100% financial (plus MBO modifier) | Annual (2023, 2024) | 2023: $200m target; threshold $171m. 2024: $175m target; threshold $157.5m | 50%–200% of target; 2023 had 25% MBO component (downward only); 2024 MBO ±30% based on regulatory metrics | Cash paid after year-end based on achievement (Unruh: $0 in 2023, $175,781 in 2024) |
| PRSUs: Relative TSR vs S&P 1500 Financials | 50% of PRSUs | 3 years (2023–2025 or 2024–2026) | TSR percentile relative to index constituents | 2023 grants: 0%–200%; 2024 grants: 0%–175% | Cliff vest on certification at end of period, subject to service |
| PRSUs: Cumulative Non-GAAP Diluted EPS | 50% of PRSUs | 3 years (2023–2025 or 2024–2026) | Company-defined non-GAAP EPS over period | 2023 grants: 0%–200%; 2024 grants: 0%–175% | Cliff vest on certification at end of period, subject to service |
| RSUs (time-based) | N/A | 3 years (annual tranches) | Full-value shares | N/A | Equal annual installments over 3 years from grant date (e.g., 3/7/2023 and 3/23/2024 grants) |
Equity Vesting and Potential Selling Pressure
- RSU tranches typically vest in equal annual installments on the third, second, and first anniversaries of grant (e.g., 3/7 for 2023 awards; 3/23 for 2024 awards), creating predictable spring vesting events that may trigger sell-to-cover withholding transactions around those dates .
- Anti‑pledging and anti‑hedging policies prohibit margin pledges and hedges, reducing forced-sale risk and misalignment .
Say-on-Pay & Shareholder Feedback (context)
- Say‑on‑pay vote (2022 meeting): ~99% approval; company subsequently added 3‑year PRSUs (TSR and EPS) and strengthened individual accountability in the annual plan .
Investment Implications
- Pay-for-performance alignment has improved: PRSUs now depend on multi‑year TSR and EPS, with no 2023 bonus payout and modest 2024 payout supporting discipline; this design ties Unruh’s realizable pay to sustained performance and relative stock returns .
- Retention risk moderate: Significant outstanding RSUs/PRSUs with multi‑year vesting, plus double‑trigger acceleration under the Corporate Transaction Policy, support retention through 2026; ownership guidelines (2x salary) also encourage equity accumulation .
- Potential trading/flow signals: Annual vesting clusters in March (notably 3/7 and 3/23), which may generate routine sell‑to‑cover activity; absence of pledging reduces risk of forced sales in downturns .
- Execution watchpoints: Company fundamentals under CFO tenure show resilient Adjusted EBITDA but negative 2024 Net Income and TSR lagging the S&P Financials cohort, heightening scrutiny on EPS trajectory into the 2023–2025 and 2024–2026 PRSU windows .