Green Dot (GDOT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 22, 2025, with voting on key proposals and opportunities for shareholder engagement.

• Proxy materials are delivered primarily via the internet, with options for electronic or paper voting.

• Only shareholders of record as of March 31, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 7 directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, amendment and restatement of the 2010 Equity Incentive Plan, and amendment and restatement of the 2010 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• Proxy access allows groups of up to 20 shareholders with 3% ownership for 3 years to nominate directors.

Board of directors and corporate governance

• 6 of 7 director nominees are independent; 29% are women and 29% are ethnically diverse.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Risk) are fully independent.

• Annual board and committee evaluations are conducted; directors are elected annually by majority vote.

• No poison pill, no multi-class or non-voting stock; strong information security oversight.

• Lead Independent Director presides over executive sessions; robust stockholder engagement program.