Saturnino Nino Fanlo
GREEN DOTAbout Saturnino “Nino” Fanlo
Independent director of Green Dot Corporation since May 2016; age 64. Former CFO/COO of Human Longevity (2017–2018) and President/CFO (and earlier COO, director) of SoFi (2012–2017), with prior senior finance roles at Wells Fargo (EVP & Treasurer), KKR Financial (CEO/director), Capmark (director), and Goldman Sachs; B.A. in Economics from Haverford College. He serves on Green Dot’s Audit and Compensation Committees and is designated an Audit Committee Financial Expert, reflecting deep financial services and capital markets expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Longevity, Inc. | Chief Financial Officer and Chief Operating Officer | Jun 2017 – Jun 2018 | Senior operating/finance leadership at a genomic-based health intelligence co. |
| Social Finance, Inc. (SoFi) | President & Chief Financial Officer; Chief Operating Officer; Director | CFO/President Jun 2012 – May 2017; COO Dec 2013 – Aug 2015; Director Jun 2012 – Sep 2015 | Built/oversaw finance and operations at a fintech lender . |
| Golden Gate Capital | Senior Advisor | Apr 2009 – Feb 2011 | PE advisory experience . |
| KKR Financial Holdings LLC | Chief Executive Officer and Director | 2004 – 2008 | Public company CEO and board service (subsidiary of KKR) . |
| Capmark Financial Group Inc. | Director | 2006 – 2009 | Public company board experience . |
| Wells Fargo & Company | Executive Vice President and Treasurer | Jul 2000 – Jun 2004 | Enterprise treasury leadership; capital markets . |
| Sutter Advisors LLC (Wells Fargo subsidiary) | Founder; President | Aug 2001 – Jun 2004 | Registered investment adviser formed in 2001 (wholly-owned WF subsidiary) . |
| Goldman Sachs Group, Inc. | Vice President | 1990 – 1995 | Banking/capital markets experience . |
| Credit Suisse; MetLife; Australian Capital Equity | Investment banking/asset management roles | n/a | Additional finance/investment roles . |
External Roles
| Category | Company | Role | Status |
|---|---|---|---|
| Current public company directorships | — | — | None disclosed . |
| Prior public company directorships | KKR Financial Holdings LLC | CEO and Director | Prior (2004–2008) . |
| Prior public company directorships | Capmark Financial Group Inc. | Director | Prior (2006–2009) . |
Board Governance
- Independence: The Board has determined Fanlo is independent under NYSE rules .
- Committees and roles: Audit Committee (member; Audit Committee Financial Expert), Compensation Committee (member) .
- Attendance: In 2024, all incumbent directors attended >90% of Board and committee meetings on which they served; the Board met 18 times; Audit 8; Compensation 5; Nominating & Governance 4; Risk 8 .
- Tenure: Director since May 2016 .
- Lead independent director: George T. Shaheen (context for Board leadership) .
Fixed Compensation
| Component | 2024 Policy | 2025 Policy (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Annual Board cash retainer | $70,000 | $105,000 | Increased to reflect combined board structure and workload . |
| Audit Committee – Chair / Member | $30,000 / $12,500 | $45,000 / $20,000 | Fanlo is a member (not chair) . |
| Compensation Committee – Chair / Member | $25,000 / $10,000 | $25,000 / $10,000 | Fanlo is a member . |
| 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 | Not applicable to Fanlo . |
| Lead Independent Director | $70,000 (when applicable) | — | Not applicable to Fanlo . |
| Subsidiary bank board/committee fees | Additional bank board retainer and committee fees in 2024 | Eliminated (boards became identical) | Drove 2024 total cash for certain directors . |
| 2024 Actual – Director Cash Fees | Amount |
|---|---|
| Fees Earned or Paid in Cash (total) | $180,000 |
| Green Dot Board Fees | $92,500 |
| Bank Board Fees | $87,500 |
Performance Compensation
| Equity Element | Structure | 2024 Actual | 2025 Policy | Vesting / Other Terms |
|---|---|---|---|---|
| Annual RSU grant (non-employee director) | Full-value RSUs (time-based) | $249,995 total (Board $124,998 + Bank Board $124,997) | $225,000 (single annual grant; no separate bank board grant) | Vests at earlier of one year or next annual meeting; unvested director RSUs accelerate on change in control . |
| Options/performance equity | None for directors | No option awards; no performance-based equity awards | No performance-based equity for directors | Hedging/pledging prohibited . |
Performance metrics table (directors):
| Performance Metric | Weighting | Outcome |
|---|---|---|
| None – director equity is time-based RSUs (no performance-based equity awards for directors) | n/a | n/a . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public boards | None disclosed for Fanlo . |
| Compensation Committee interlocks | Committee members in 2024: Shaheen (Chair), Fanlo, Jacobs; no relationships requiring Item 404 disclosure (Jacobs later resigned upon appointment as interim CEO in Mar 2025; Brewster added) . |
Expertise & Qualifications
- Audit Committee Financial Expert designation based on CFO experience and extensive financial services/capital markets background .
- Prior C-suite finance/operations roles (SoFi President/CFO; Human Longevity CFO/COO; Wells Fargo EVP & Treasurer; KKR Financial CEO/director) .
- Education: B.A. in Economics, Haverford College .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (Class A common) | 81,759 shares (57,393 held + 24,366 RSUs vesting within 60 days of Mar 31, 2025) . |
| Ownership as % of shares outstanding | Less than 1% (based on 54,873,357 shares outstanding) . |
| Unvested RSUs outstanding (Dec 31, 2024) | 24,366 unvested RSUs (director cohort data) . |
| Options (exercisable/unexercisable) | 0 options outstanding . |
| Hedging/pledging | Prohibited by policy (no hedging, no pledging/margin) . |
| Stock ownership guideline (directors) | 4× annual cash retainer; 5-year compliance window . |
| Compliance status | As of Mar 31, 2025, all non-employee directors either satisfied guideline or had additional time to comply . |
Governance Assessment
- Independent, financially sophisticated director with Audit Committee Financial Expert designation; currently serves on Audit and Compensation Committees, aligning experience with key oversight areas .
- Strong engagement: Board and committees were active in 2024 (Board 18 meetings; Audit 8; Compensation 5), and all incumbent directors exceeded 90% attendance, signaling robust participation .
- Alignment and shareholder protections: Director equity is time-based RSUs (no performance equity for directors), subject to robust clawback and anti-hedging/pledging policies; director ownership guideline is 4× retainer and directors are on track or compliant .
- Pay structure signals: 2025 shifts raise cash retainer (to $105k) while consolidating equity to a single $225k RSU (down from combined $249,995 in 2024 due to elimination of separate bank board grant), reflecting governance simplification after board alignment; committee fees increased for Audit/Risk, consistent with risk/financial oversight intensity .
- Conflicts/related-party exposure: No transactions requiring disclosure since Jan 1, 2024; Compensation Committee reported no Item 404 relationships for its members; use of independent consultant (Mercer) with independence assessed .
- Shareholder sentiment: Say-on-pay support was 95% in 2024 (for 2023 compensation), indicating constructive investor alignment (context for board oversight) .
RED FLAGS: None disclosed in the period reviewed — no related-party transactions, no hedging/pledging, high attendance, and established independence; continue to monitor 2025 compensation structure changes and ongoing CEO transition for governance continuity .