Michelleta Razon
GREEN DOTAbout Michelleta Razon
Independent director since October 6, 2023; age 49. Currently CTO and Head of Engineering, Legal AI at Thomson Reuters (since May 2024), with 27+ years across payments, finance, digital transformation, AI and technology. Prior roles include Google Cloud Business Platform (VP/GM, Oct 2021–Sep 2023), Mastercard (EVP/SVP, 2018–2021), and Teradata (2001–2018). Education: B.S. in Mathematical Sciences and Computer Science (UNC Chapel Hill) and M.S. in Computer Science (Capitol College). The Board affirms her independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomson Reuters | CTO and Head of Engineering, Legal AI | May 2024–present | Leads technology, strategy, innovation in Legal AI |
| Alphabet (Google) | Global VP & GM, Google Cloud Business Platform | Oct 2021–Sep 2023 | Led product engineering, strategy, and operations for global commercial billing and corporate finance systems |
| Mastercard | EVP/SVP, Commercial Solutions & B2B Payments Engineering/Operations | 2018–2021 | Led global product engineering and operations organizations |
| Teradata | Senior leadership and technology roles (incl. VP Analytic Applications) | 2001–2018 | Enterprise analytics applications leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| America on Tech | Chairperson of the Board | Nonprofit | National nonprofit focused on technology education |
| Other public boards | — | — | None |
Board Governance
- Committees: Risk Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Risk (Ellen Richey), Nominating & Corporate Governance (Robert Millard). Razon is not a chair.
- Independence: Board determined Razon is independent under NYSE rules; all members of key committees (Audit, Compensation, NGC, Risk) are independent.
- Attendance: In 2024, all incumbent directors attended >90% of aggregate Board and committee meetings; Board met 18 times; Risk met 8; NGC met 4.
- Lead Independent Director: George T. Shaheen serves as Lead Independent Director during the CEO transition.
- Information security oversight: CISO reports quarterly to the Risk Committee; Razon, Brewster, Richey, and Millard have significant work experience related to information security oversight.
Fixed Compensation
| Item | 2024 Amount | 2025 Amount (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer (non-employee director) | $70,000 | $105,000 |
| Audit Committee – Chair / Member | $30,000 / $12,500 | $45,000 / $20,000 |
| Compensation Committee – Chair / Member | $25,000 / $10,000 | $25,000 / $10,000 |
| Risk Committee – Chair / Member | $25,000 / $10,000 | $40,000 / $15,000 |
| Nominating & Corporate Governance – Chair / Member | $20,000 / $7,000 | $20,000 / $7,000 |
| Chairperson of the Board | $70,000 | $105,000 |
| Lead Independent Director (when applicable) | $70,000 | — (not separately disclosed) |
| Michelleta Razon – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (GDOT Board + Bank Board) | $117,435 |
| Stock Awards (RSUs grant-date fair value) | $124,998 |
| Total | $242,433 |
| GDOT Board cash fees | $87,000 |
| Bank Board cash fees | $30,435 |
- Director stock ownership guideline: 4× annual cash retainer; five-year compliance window; as of March 31, 2025, all non-employee directors either met the guideline or have time remaining.
- Hedging/pledging: Prohibited by Insider Trading Policy.
Performance Compensation
| Equity Component | Structure | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (non-employee directors) | Fixed-value, time-based RSUs | 2024: $125,000 GDOT; additional $125,000 if also on bank board; 2025: $225,000 (single grant; bank board grant discontinued) | Vests upon earlier of one year or next Annual Meeting; accelerates on change-in-control for non-employee directors unless otherwise determined | None; non-employee director equity is not performance-based |
- Clawbacks: Company maintains a clawback policy; Amended 2010 Plan subjects equity awards to clawback and potential cancellation/recoupment; no single-trigger CIC benefits; no tax gross-ups.
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship to GDOT |
|---|---|---|
| None | — | No other public company directorships disclosed for Razon. |
Expertise & Qualifications
- Domains: Payments, finance, operations, digital transformation, artificial intelligence, technology, innovation; executive leadership at global-scale tech and payments firms.
- Information security oversight experience noted by Board; serves on Risk Committee.
- Education: BS in Mathematical Sciences & Computer Science (UNC Chapel Hill); MS in Computer Science (Capitol College).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Michelleta Razon | 12,183 | <1% | RSUs vesting within 60 days of March 31, 2025: 12,183; no options disclosed |
| Unvested RSUs at 12/31/2024 | 12,183 | — | Unvested RSUs as of year-end 2024 |
- Ownership guideline: 4× cash retainer; five years from appointment to comply; directors counted shares owned outright and full-value awards toward guideline; all non-employee directors either met or have time remaining (Razon appointed Oct 2023).
- Pledging/hedging: Prohibited.
Governance Assessment
- Independence and attendance: Independent director with >90% meeting participation in 2024; positive signal on engagement and board effectiveness.
- Committee contributions: Member of Risk and Nominating & Corporate Governance—areas central to cyber risk, enterprise risk management, and board composition/performance; Board recognizes her information security oversight experience.
- Compensation alignment: Equity-heavy mix via time-based RSUs; no performance-based awards for directors; strong stock ownership guidelines (4× retainer) and hedging/pledging prohibitions support alignment.
- Conflicts/related-party exposure: Company reports no related-party transactions >$120,000 involving directors since Jan 1, 2024; Audit Committee oversees related-party policy—low conflict risk signal.
- Pay trends: 2025 increase in director cash retainer ($70,000→$105,000) and RSU value ($225,000 annually) reflects higher workload and consolidation of bank board roles; investors should monitor cash/equity mix and overall board cost vs performance.
- Shareholder sentiment: 2024 say‑on‑pay received 95% support (for executive pay programs), indicating general investor confidence in compensation governance.
Notes
- Insider trades: Proxy does not disclose Form 4 transactions for individual directors; no Section 16(a) delinquency details were cited above. If needed, we can retrieve recent Form 4s separately.