William I Jacobs
GREEN DOTAbout William I Jacobs
William I. Jacobs, age 83, is Green Dot’s Chairperson of the Board since June 2016 and has served as interim Chief Executive Officer since March 2025; he also previously served as interim CEO in 2020. He brings deep payments and financial services experience from MasterCard, Global Payments (former Chairman and Lead Independent Director), and Financial Security Assurance, with degrees in Business Administration (B.S.) and J.D. from American University . During 2020–2024, Green Dot’s reported cumulative TSR moved from 239.48 to 45.67, with Net Income transitioning from $23.1M to $(26.7)M and Adjusted EBITDA from $205.8M to $165.4M, underscoring execution challenges and the importance of pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Financial Security Assurance, Inc. | EVP, COO | 1984–1994 | Led operations at a bond insurer; core risk and finance operating experience |
| MasterCard International | Various senior roles | 1995–2000 | Senior leadership at a global payments network; deep payments expertise |
| The New Power Company | Managing Director & CFO | 2000–2002 | Corporate finance leadership through market transition |
| Green Dot Corporation | Interim Chief Executive Officer | Jan–Mar 2020; since Mar 2025 | Stabilization during transitions; strategic alternatives exploration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Payments, Inc. | Director; Chairman (2014–2019); Lead Independent Director (2003–2014) | 2001–2022 | Oversight during one of the largest payments acquisitions; broad sector M&A experience |
| Repay Holdings Corporation | Director | Since 2019 | Ongoing fintech board exposure and sector insights |
| Corsair Partnering Corporation (SPAC) | Director | 2021–2023 | Capital markets and SPAC governance experience |
Board Governance & Service
- Current roles: Chairperson of the Board; interim CEO; not independent due to executive status .
- Lead Independent Director appointed: George T. Shaheen (separates oversight while chair also serves as CEO) .
- Committee roles: Served on Compensation Committee and Nominating and Corporate Governance Committee until 2025; currently not a committee member .
- Board activity: 18 Board meetings in 2024; all incumbent directors attended >90% of aggregate Board and committee meetings; all invited to stockholders’ meeting .
- Independence framework and governance practices include majority voting, annual elections, proxy access, no poison pill, and robust risk oversight via committees .
Fixed Compensation
| Year/Period | Role | Base Salary | Other Cash | Notes |
|---|---|---|---|---|
| 2025 (from Mar; extended Jun 19, 2025) | Interim CEO | $50,000 per month | Monthly service award up to $60,000; not paid under director policy while serving as interim officer | |
| 2020 (interim CEO) | Interim CEO | $210,000 | $241,500 bonus | Interim cash package originally $70,000/month salary and up to $80,500/month service award for up to 3 months |
| 2024 (director) | Chair; Director | $275,000 fees | — | Director fees for GDOT and bank boards; director RSU awards separate below |
Director fee schedule changes effective 2025 (non-employee directors): annual cash retainer $105,000; Chair fee $105,000; revised committee fees; no additional bank board fees due to identical compositions .
Performance Compensation
| Grant Date | Instrument | Shares | Vesting | Accelerated Vesting Triggers |
|---|---|---|---|---|
| Mar 2025 | RSUs | 117,123 | Vests in full on one-year anniversary of grant if service continues | Pro-rata if terminated without cause before May 31, 2025; full if qualifying termination on/after May 31, 2025 |
| Jun 19, 2025 | RSUs | 131,717 | Vests on Jun 19, 2026 per standard terms | Pro-rata if terminated without cause before Jan 7, 2026; full if qualifying termination on/after Jan 7, 2026; full upon consummation of a corporate transaction |
| Jun 6, 2025–Jan 7, 2026 | One-time Discretionary Bonus | Up to $1,750,000 | Determined by Comp Committee at/around Jan 7, 2026 | Based on execution of strategic plan, progress on corporate transaction, financial/operating performance, leadership transition; payable in cash or stock at executive’s election |
Program design highlights: clawback policy; executive stock ownership; hedging/pledging prohibitions; no single-trigger change-in-control benefits as a general practice; multi-year vesting; at-risk pay emphasis . Company-wide 2024 short-term incentive payouts were 50.4% of target due to performance below plan, demonstrating pay-for-performance enforcement . Principal long-term performance measures include Adjusted EBITDA, Non-GAAP EPS, and relative TSR .
Equity Ownership & Alignment
| As of Date | Beneficial Ownership | Details |
|---|---|---|
| Mar 31, 2025 | 108,674 shares | 84,308 shares held; 24,366 RSUs vesting within 60 days; less than 1% of outstanding shares |
| Dec 31, 2024 | Unvested RSUs outstanding | 24,366 RSUs (director awards) |
| 2025 Grants | Unvested RSUs | 117,123 (Mar 2025 grant); 131,717 (Jun 19, 2025 grant) |
Alignment policies:
- Director stock ownership guideline: 4x annual cash retainer; compliance expected within five years; as of Mar 31, 2025, all non-employee directors either satisfied or have time remaining .
- Insider Trading Policy prohibits hedging and pledging; no margin accounts or pledging company securities .
Employment Terms
- Interim CEO arrangements include specified RSU acceleration on qualifying termination and corporate transaction; and one-time discretionary bonus structure set by the Compensation Committee, payable contingent on service through determination date .
- Equity Plan governance: no repricing of options/SARs without stockholder approval; minimum one-year vesting for most awards; director awards accelerate upon certain corporate transactions; performance awards vest at target if accelerated unless award agreements specify otherwise; comprehensive clawback of equity awards .
- Consultant independence: Mercer engaged as independent compensation consultant; independence evaluated; no conflicts found .
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR ($ value of $100) | 239.48 | 155.54 | 67.90 | 42.49 | 45.67 |
| Net Income (USD Millions) | 23.1 | 47.5 | 64.2 | 6.7 | (26.7) |
| Adjusted EBITDA (USD Millions) | 205.8 | 217.0 | 238.7 | 170.9 | 165.4 |
Additional governance and shareholder feedback:
- 2024 Say-on-Pay approval: 95% of votes cast supported executive compensation program; company continued to apply rigorous pay-for-performance principles in 2024 .
- Related-party transactions: none exceeding $120,000 during 2024; similar clean disclosure in prior year .
Compensation Structure Analysis
- Increased use of time-based RSUs for interim CEO role (March and June 2025 grants) materially shifts pay mix toward equity with vesting schedules aligned to transition period; one-time discretionary bonus adds performance-contingent element .
- Company-wide LTIs maintain 3-year EPS and relative TSR focus; 2024 STIP payout below target illustrates discipline when plan goals are missed .
- Governance safeguards: clawbacks, prohibition on hedging/pledging, no repricing, minimum vesting; however, certain award-specific single-trigger accelerations on corporate transaction exist (e.g., Jun 2025 RSUs), which warrants monitoring for alignment optics .
Director Compensation (Jacobs)
| Year | Fees Earned (Cash) | Stock Awards (RSUs Fair Value) | Total |
|---|---|---|---|
| 2024 | $275,000 | $249,995 | $524,995 |
Program details: Full-value RSUs with fixed grant value (2025 annual RSU grant value $225,000 for non-employee directors), time-based vesting until next annual meeting; director compensation capped at $750,000 in value annually; medical benefits available; reimbursement of expenses; hedging/pledging prohibited .
Investment Implications
- Alignment and retention: Jacobs’ 2025 packages combine monthly cash plus significant time-based RSUs that vest over 12–15 months, and a discretionary bonus tied to strategic execution; vesting and potential corporate transaction acceleration could create supply overhang considerations around vest dates and transaction timing .
- Governance quality: Dual-role CEO/Chair mitigated by an active Lead Independent Director and independent committees; strong clawback and anti-hedging/pledging policies reduce misalignment risk .
- Performance linkage: Company’s below-target 2024 STIP payout and long-term EPS/relative TSR metrics indicate compensation tied to outcomes, but interim CEO awards for Jacobs are primarily time-based, so monitoring the discretionary bonus determination in early 2026 is a key signal of pay-for-performance calibration .
- Ownership: Jacobs’ direct beneficial stake is relatively small (<1%), but sizeable unvested RSUs from 2025 grants increase near-term alignment; director ownership guidelines further support alignment .