Robert Millard
GREEN DOTAbout Robert Millard
Robert Millard, 57, is an independent director of Green Dot Corporation (GDOT) and serves as Chief Financial Officer at CHG Healthcare (since March 2018). He joined GDOT’s board on March 25, 2024 after serving on the Green Dot Bank board since 2017, and is designated an Audit Committee Financial Expert based on experience as a certified public accountant and senior finance roles. He holds a B.S. in Accountancy from Fairfield University; tenure on GDOT’s board: since 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CHG Healthcare | Chief Financial Officer | Mar 2018 – Present | Leads finance and risk functions |
| Earnest Inc. (fintech) | Chief Financial Officer | Sep 2016 – Mar 2018 | Consumer lending finance leadership |
| GE Capital Bank | Chief Financial Officer | 2008 – 2016 | Bank CFO; prior GE Capital accounting policy/controller roles 2002–2008 |
| Andersen, LLP | Various roles | 1990 – 2002 | Audit/CPA track underpinning “financial expert” designation |
| Green Dot Bank (subsidiary) | Director | Since 2017 | Risk Committee and Audit Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CHG Healthcare | Chief Financial Officer | Mar 2018 – Present | Oversees finance, legal, risk; strategic execution |
| Public company boards | — | — | None disclosed for Millard |
Board Governance
- Independence: GDOT’s board affirmatively determined Millard is independent under NYSE rules.
- Committee assignments (current): Chair, Nominating & Corporate Governance (NGC); Member, Risk; Member, Audit.
- Audit Committee Financial Expert: Board determined Millard is an ACF Expert; all audit members financially literate.
- Attendance: In 2024 all incumbent directors attended >90% of aggregate board/committee meetings. Board met 18x; Audit 8x; Risk 8x; Compensation 5x; NGC 4x.
- Lead Independent Director: George T. Shaheen currently serves as LID during CEO transition; independent directors meet in regular executive sessions.
- Information security oversight: Risk Committee (incl. Millard) reviews IS program; CISO reports quarterly; annual approval.
Fixed Compensation
| Component | 2024 Structure | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer | $70,000 | $105,000 |
| Audit Committee | Chair $30,000; Member $12,500 | Chair $45,000; Member $20,000 |
| Compensation Committee | Chair $25,000; Member $10,000 | Chair $25,000; Member $10,000 |
| Risk Committee | Chair $25,000; Member $10,000 | Chair $40,000; Member $15,000 |
| NGC Committee | Chair $20,000; Member $7,000 | Chair $20,000; Member $7,000 |
| Chair of Board | $70,000 | $105,000 |
| Lead Independent Director | $70,000 (when applicable) | — (not specified separately in 2025 table) |
| Subsidiary bank board cash fees | Paid in 2024 (retainer and committee) | Discontinued in 2025 (boards identical) |
| Director Compensation – 2024 | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert Millard | $167,097 | $249,995 | $417,092 |
| Breakdown: GDOT vs Bank fees | GDOT $74,597; Bank $92,500 | — | — |
Performance Compensation
- Directors receive full-value RSUs; GDOT emphasizes equity in director pay; no performance-based equity awards for non-employee directors.
- Annual RSU grant policy:
- 2024: $125,000 RSU for GDOT Board + $125,000 RSU for subsidiary bank board (where applicable); vests at earlier of 1 year or next annual meeting; CoC accelerates for non-employee directors.
- 2025: One RSU grant with $225,000 grant-date fair value; no additional bank board grant; same vesting cadence.
| Millard RSU/Option Position at 12/31/2024 | Quantity |
|---|---|
| Unvested RSUs | 24,366 |
| Stock options outstanding | — |
| Director RSU vesting policy | 1 year or next annual meeting; CoC acceleration |
Other Directorships & Interlocks
- Other public company boards: None listed for Millard.
- Related-party transactions: GDOT reports no related-party transactions >$120,000 from Jan 1, 2024 to present (other than as disclosed elsewhere), and Millard’s appointment disclosed no Item 404 transactions.
- Indemnification: Entered standard director indemnification agreement upon appointment.
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation (CPA background; CFO roles GE Capital Bank/CHG; controller/accounting policy).
- Industry experience: Banking/financial services, fintech lending, healthcare services finance, risk management.
- Education: B.S. in Accountancy, Fairfield University.
Equity Ownership
| Holder | Shares Beneficially Owned (as of 3/31/2025) | Vested/Unvested Detail | % of Shares Outstanding |
|---|---|---|---|
| Robert Millard | 45,101 (20,735 held + 24,366 RSUs vesting within 60 days) | RSUs counted if vesting within 60 days of 3/31/2025 | ~0.08% (45,101 ÷ 54,873,357) |
| All directors & officers (11 persons) | 751,989 | Includes 158,379 RSUs within 60 days | 1.4% |
- Stock ownership guidelines: 4x annual cash retainer; directors have 5 years to comply; as of 3/31/2025 all non-employee directors have met or have time remaining.
- Hedging/pledging: Prohibited by Insider Trading Policy (no margin, no pledging, no derivatives).
- Section 16 compliance: GDOT believes all Section 16 filings were timely in FY2024.
Governance Assessment
- Board effectiveness: Millard chairs NGC and serves on Risk and Audit during a leadership transition, aligning with strong governance structures (regular executive sessions; LID in place).
- Independence and engagement: Affirmed independent; 2024 attendance >90% across board/committee meetings; workload reflected in meeting cadence.
- Skills fit: Deep finance/risk background; ACF Expert designation strengthens Audit oversight; Risk Committee role supports information security and enterprise risk governance.
- Compensation alignment: Director pay mix emphasizes equity; no performance-based director awards; stock ownership guidelines and clawback policies bolster alignment; hedging/pledging prohibited.
- Potential conflicts/related-party exposure: No Item 404 related-party transactions disclosed involving Millard; no public company interlocks noted.
- Signals: 2025 increases in director cash/equity retainers (and removal of separate bank board comp) reflect higher governance workload and simplification of board structures; no apparent red flags from repricing, tax gross-ups, or single-trigger CoC benefits for directors.
RED FLAGS: None disclosed specific to Millard (no related-party transactions; high attendance; independence; no hedging/pledging; no option repricing).