Green Dot Corporation · NYSE:GDOT

Green Dot — Proxy Contest (May 2016)

69 slides from Green Dot's proxy contest presentation, May 10, 2016

  1. Slide 1: The Right Team with The Right Plan

    The Right Team with The Right Plan The Proof is in our Performance May 2016

  2. Slide 2: Disclosures: Forward-Looking Statements

    Disclosures Forward-Looking Statements This presentation contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including about the Company

  3. Slide 3: Discussion Agenda

    Discussion Agenda Green Dot Overview Historical Perspective Six-Step Plan to Create Long-Term Value Highly-Qualified & Independent Board Harvest’s High-Risk Plan Harvest’s Misrepresentations Performance vs. Peers

  4. Slide 4: Green Dot Overview

    [ Green Dot Overview ] 4 Os AIC Mo reverting aEQ bln forthe masses

  5. Slide 5: Our mission

    To provide a full range of affordable and accessible financial services to Our mission The Masses

  6. Slide 6: Green Dot at a glance

    GreenDot We INVENTED THE GENERAL PURPOSE RELOADABLE PREPAID CARD industry in 1999 and are the largest prepaid provider in the U.S. We are a BANK HOLDING COMPANY regulated by the Board of Governors of the Federal Reserve and the State of Utah DFI We are a TOP 20 DEBIT CARD ISSUER among all banks and

  7. Slide 7: Our Long-Term Roadmap is Now Paying Off

    Our Long-Term Roadmap is Now Paying Off Green Dot’s stock has appreciated ~39%* since management publicly disclosed its new growth initiatives on December 2, 2015, prior to the Harvest 13D filing Green Dot’s Six-Step Plan is on track and the Company’s stock price performance demonstrates that invest

  8. Slide 8: Long-Term Discipline = Long-Term Success

    Long-Term Discipline = Long-Term Success Unwavering commitment to innovation and consumerism The incumbent slate guided Green Dot’s evolution from a niche prepaid card provider with a highly-concentrated revenue stream into a diversified “FinTech” leader with multiple award-winning products and vast

  9. Slide 9: Historical Perspective

    [ Historical Perspective }

  10. Slide 10: Historical Perspective: 2010 - 2011

    2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.42 $1.75 Historical Perspective: 2010 - 2011 Source: Financial

  11. Slide 11: Historical Perspective: 2012 - 2013

    2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.42 $1.75 Historical Perspective: 2012 - 2013 In 2012 three dist

  12. Slide 12: Historical Perspective: 2013 - 2014

    2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.42 $1.75 Historical Perspective: 2013 - 2014 The Detour: In 201

  13. Slide 13: Historical Perspective: 2014 - 2015

    2010 2011 2012 2013 2014 2015 2016E 2017E Revenue $377 $485 $555 $582 $610 $699 $708 NA Walmart % 63% 61% 64% 64% 54% 46% NA NA Adj. EBITDA $98 $123 $111 $103 $132 $152 $160 NA Non-GAAP Diluted EPS $1.27 $1.55 $1.38 $1.15 $1.33 $1.35 $1.42 $1.75 Historical Perspective: 2014 - 2015 Consolidate the ma

  14. Slide 14: Diversified and Grew Revenue Despite Headwinds

    DIVERSIFIED and GREW Revenue Despite Headwinds Management Successfully Navigated through an Unprecedented Business Environment Diversified and grew revenue despite extreme new competitive threats, industry price compression, and the MoneyCard/MoneyPak events that we estimate wiped out ~$130 million

  15. Slide 15: Green Dot Has Outperformed its Prepaid Industry Peer Group

    Green Dot Has Outperformed its Prepaid Industry Peer Group Source: Financial data compiled from FactSet *Peers include: MoneyGram, Western Union, Total System Services, WEX, American Express, Blackhawk, Euronet, H&R Block, Cardtronics, Meta Financial, and BofI. Green Dot Peer Group 1-Year Performanc

  16. Slide 16: Six-Step Plan to Create Long-Term Value

    Six-Step Plan to Create Long-Term Value

  17. Slide 17: Six-Step Plan to Achieve $1.75+ Non-GAAP EPS in 2017

    Six-Step Plan to Achieve $1.75+ Non-GAAP EPS in 2017 Disclosed initiatives in December 2015 Launch new, more appealing products with materially better unit economics at all 100,000 retailers Bring back MoneyPak with new risk controls Make modest investments in “high-potential” initiatives that align

  18. Slide 18: Delivering on Six-Step Plan – Demonstrating Results Today

    Delivering on Six-Step Plan – Demonstrating Results Today Stock price has increased ~39% since first disclosure of management and board plan in December 2015 Our plan is working Q1 2016 Beat consensus revenue Beat consensus Adjusted EBITDA Beat consensus Non-GAAP Diluted EPS FY 2016 guidance Increas

  19. Slide 19: Investors Have Responded

    Investors Have Responded On December 1, 2015 management discloses new initiatives at an investor conference On February 24, 2016 reports strong fourth quarter financial results; provides additional details around new initiatives and Six-Step Plan to drive $1.75+ in earnings in 2017 On May 4, 2016 re

  20. Slide 20: Analyst commentary on Q1 results

    “GDOT's 1Q revs and EPS solidly beat JEFe/Street due to outperformance in the core biz and a revenue pull-forward related to tax refund season. The company raised F16 revs/adj. EPS guidance by $5M and EPS by $0.04, which may prove conservative given the pending impact of recent product launches. In

  21. Slide 21: Highly-Qualified & Independent Board

    Highly-Qualified & Independent Board

  22. Slide 22: A Highly Qualified & Independent Board

    A Highly Qualified & Independent Board Green Dot’s Board is highly-qualified and independent, with significant relevant experience to oversee the successful execution of the Company’s strategy Steven W. Streit Chairman, President & CEO Pioneer in the financial services industry, credited with invent

  23. Slide 23: A Highly Qualified & Independent Board

    A Highly Qualified & Independent Board Green Dot’s Board is highly-qualified and independent, with significant relevant experience to oversee the successful execution of the Company’s strategy Timothy R. Greenleaf Independent Director Significant depth and breadth of knowledge counseling and serving

  24. Slide 24: Your Board Has the Experience Needed to Drive Green Dot Forward

    Your Board Has the Experience Needed to Drive Green Dot Forward Green Dot’s Board is highly qualified, diverse, and committed to enhance value for ALL shareholders Executive Leadership Experience Board Experience Fin. Services / Tech Experience Functional Expertise Regulatory Experience Entrepreneur

  25. Slide 25: The Right Team to Keep the Momentum Going

    The Right Team to Keep the Momentum Going These directors have been invaluable since Green Dot’s IPO Together, they are among the primary authors of the Company’s long-term plan that beat American Express, Chase and many others to emerge a diversified fin-tech banking leader These Board members are

  26. Slide 26: Steven W. Streit

    Steven W. Streit | Founder, Chairman CEO and 8%+ Shareholder Owns 4,215,410 shares* Invented the reloadable prepaid debit card and founded the Company in 1999 Primary relationship holder with the Company’s major business partners and key regulators including Walmart, Walgreen, CVS, CFPB, Federal Res

  27. Slide 27: Timothy R. Greenleaf

    Timothy R. Greenleaf | Audit Committee Chair, Independent Director Owns 262,097 shares* Serves as the Company’s Audit Committee Chair, which includes oversight of the Company’s Enterprise Risk Management Committee and Cybersecurity Provides unique, direct insight to navigate Green Dot’s complex and

  28. Slide 28: Michael J. Moritz

    Michael J. Moritz | Independent Director Personally owns 317,799 shares and Sequoia owns 2,227,969 shares* Acclaimed venture capital investor, large Green Dot shareholder and current Chairman of Sequoia Capital One of the most highly sought after individuals for corporate boards Actively contributes

  29. Slide 29: Board refreshment process and new directors

    In February 2016, announced a process to identify strong new candidates to expand Green Dot’s Board of Directors. Goal was to strengthen the board and address Harvest’s criticisms Sought input from top ten shareholders to identify and recruit for highly-qualified directors - Harvest declined to coll

  30. Slide 30: Pro-Investor Governance Changes

    Pro-Investor Governance Changes The Board values productive conversations with our investors Based on these constructive conversations, we have made or committed to a number of governance changes that we believe are in the best interests of the Company and our investors: The appointment of three hig

  31. Slide 31: Why Won't Harvest Engage With Green Dot?

    Why Won’t Harvest Engage With Green Dot? GREEN DOT’S ATTEMPTS TO SETTLE WITH HARVEST Before Harvest voiced its concerns publicly, Green Dot and its board held multiple meetings and discussions with Harvest and offered to provide Harvest executives with temporary insider status, including regular ong

  32. Slide 32: Performance vs. Peers

    [ Performance vs. Peers ]

  33. Slide 33: 1-Year Stock Price Performance

    1-Year Stock Price Performance (3/31/15 – 3/31/16) Source: Financial data compiled from FactSet *Peers include the following: MoneyGram, Western Union, Total System Services, WEX, American Express, Blackhawk, Euronet, H&R Block, Cardtronics, Meta Financial, and BofI **Harvest peers include full list

  34. Slide 34: 3-Year Stock Price Performance

    3-Year Stock Price Performance (3/31/13 – 3/31/16) Prepaid Industry Peer Group* Harvest Peer Group** Green Dot Peer Group Green Dot has materially out-performed our Prepaid Industry Peer Group. The Harvest Peer group does not accurately portray the companies that Green Dot considers its prepaid indu

  35. Slide 35: 5-Year Stock Price Performance

    5-Year Stock Price Performance (3/31/11 – 3/31/16) Green Dot Peer Group Prepaid Industry Peer Group* Harvest Peer Group** Green Dot has under-performed both peer groups based on 5-year returns. However, as noted, Green Dot’s 5-year returns include a period in 2011 when our business performed excepti

  36. Slide 36: Stock Price Performance Since 7/27/12

    Stock Price Performance Since 7/27/12 Post-Correction From Q2 2012 Earnings Call Green Dot Peer Group Prepaid Industry Peer Group* Harvest Peer Group** When you compare Green Dot’s performance from the time it proactively warned investors on the Q2 2012 earnings call of the increasing level of compe

  37. Slide 37: Harvest's High-Risk Plan

    [ Harvest’s High-Risk Plan |

  38. Slide 38: Harvest's High Risk Plan: The Facts

    Harvest’s High Risk Plan: The Facts Green Dot’s Board has the right value creation strategy, is focused on performance and is holding management accountable Reconstitute the Board Green Dot conducted an open process to add fresh perspectives to the Board; Harvest refused to participate Harvest refus

  39. Slide 39: Get to know Harvest's Nominees

    Get to know Harvest’s Nominees Nino Fanlo Owns 4,000 GDOT shares(1) Phil Livingston Owns 4,050 GDOT shares(2) George Gresham Owns no GDOT shares X X X

  40. Slide 40: Nino Fanlo

    Nino Fanlo Harvest describes him as an “accomplished financial services executive.”(3) Failed CEO of KKR Financial Holdings (previously NYSE:KFN). Under Fanlo’s leadership KFN share price declined 97%(4) In December 2008 Fanlo was replaced by KKR(5) Fanlo was sued in U.S. Federal Court and in Califo

  41. Slide 41: Fanlo's Epic Track Record of Value Destruction at KKR Financial

    “[KKR] has changed the leadership and focus of its underperforming and publicly traded debt business, KKR Financial. KKR replaced [CEO] Saturnino Fanlo……in order to convince investors that it is doing everything it can to turn around its business.”(14) Fanlo’s Epic Track Record of Value Destruction

  42. Slide 42: Philip Livingston

    Philip Livingston Harvest calls him an outstanding “roll up your sleeves” executive that they “meticulously recruited” Jeff Osher says Philip Livingston has been “meticulously recruited” to serve on Green Dot’s board and to even step-in to run the company.(15) Nevertheless, questions about his crede

  43. Slide 43: Philip Livingston

    Philip Livingston Harvest calls him an outstanding “roll up your sleeves” executive that they “meticulously recruited” Appointed CEO of Ambassadors Group (NASDAQ: EPAX) as part of a dissident takeover. He then told investors: “The company will in the long term deliver profitability.”(19) Sixteen mon

  44. Slide 44: Livingston's Track Record - Value Destruction at Ambassadors Group

    Livingston’s Track Record - Value Destruction at Ambassadors Group Livingston states the Company will in the long-term deliver profitability, a stronger balance sheet and shareholder value(22) Ambassadors’ shareholders voted to approve the dissolution of the company on October 13, 2015(24) On Octobe

  45. Slide 45: Questionable Judgment

    Questionable Judgment Mr. Livingston has posted on social media expressing seemingly controversial views inappropriate of a public board member of any company, let alone a company as highly regulated and politically sensitive as Green Dot Recent tweets address topics including: African Americans and

  46. Slide 46: Mr. Livingston Shares Concerning Views on Social Media

    Mr. Livingston Shares Concerning Views on Social Media Investors need to know the truth about Harvest’s candidates

  47. Slide 47: Livingston's Reckless Use of Social Media

    Livingston’s Reckless Use of Social Media Would you want a person with this kind of judgment serving on the board of Green Dot? 47

  48. Slide 48: George Gresham

    George Gresham Owns no GDOT stock Former CFO of NetSpend Holdings Inc. Interviewed for Green Dot CFO position in 2015 Declined to continue to pursue the CFO interview process, further indicating he was not willing to re-locate to California Never served on a public board of directors An architect of

  49. Slide 49: Can You Trust Jeff Osher and Harvest?

    Can You Trust Jeff Osher and Harvest? While its clear that Harvest is deeply unhappy with Green Dot’s Board and CEO, it is not clear that Harvest has any viable plan Of the plans that Harvest does propose, they appear to be a copy of those plans announced and put into action by the Company prior to

  50. Slide 50: Can You Trust Jeff Osher and Harvest?

    Can You Trust Jeff Osher and Harvest? They’ve been praising Green Dot and Mr. Streit privately prior to filing their 13D: “We are highly confident you are acting in a manner that is in the best interest of long-term shareholders.” 2/06/14 email from Don Destino, COO of Harvest Capital, to management

  51. Slide 51: Harvest has the Wrong Agenda and Cannot Be Trusted

    Harvest has the Wrong Agenda and CANNOT Be Trusted Harvest has offered no new ideas or strategy – they essentially copied Green Dot’s December 2015 investor presentation as the “Harvest Plan” Mr. Osher says that he is a long-term holder interested in increasing the Company’s share price, yet his beh

  52. Slide 52: Harvest's Misrepresentations

    Harvest’s Misrepresentations

  53. Slide 53: Harvest's Platform is Based on Misrepresentations and Untruths

    Harvest's Platform is Based on Misrepresentations and Untruths The Facts Unlimited access to the Board and independent directors as well as hundreds of meetings, phone calls and emails with Management and Board members; yet Harvest discontinued private engagement and launched disruptive public campa

  54. Slide 54: Harvest's Platform is Based on Misrepresentations and Untruths

    Harvest's Platform is Based on Misrepresentations and Untruths The Facts Green Dot’s stock price has appreciated ~39% since the company disclosed its new product initiatives in December 2015. Indexed stock price performance on a 1 and 3 year basis has outperformed our Prepaid Industry Peer Group JP

  55. Slide 55: Green Dot is the Undisputed Champion of Prepaid

    Green Dot is the Undisputed Champion of Prepaid Total Revenue 2015 (millions) Total EBITDA 2015 (millions) Most Active Cards 2015 (millions) Retail Distribution 2015 (thousands) Revenue/Active Card Growth (Q1 2016) Sustainable Business Model Pending Regulatory Risk to Profit Consumer Advocate Rating

  56. Slide 56: Conclusion

    [ Conclusion }

  57. Slide 57: Green Dot Is Creating Significant Shareholder Value

    Green Dot Is Creating Significant Shareholder Value Don’t Derail the Company’s Positive Momentum Green Dot’s stock has appreciated ~39%* since management publicly disclosed new initiatives to drive future growth Green Dot’s clear Six-Step Plan is on track – investors are just beginning to realize th

  58. Slide 58: Appendix

    [ Appendix }

  59. Slide 59: Endnotes

    Endnotes Harvest 13D Filing Harvest 13D Filing Harvest Additional Soliciting Material filed with SEC on April 27, 2016 FactSet Heidi Moore, "KKR: Goodbye to All That“ Wall Street Journal, December 16, 2008 Information obtained from an independent corporate investigative services firm retained by Gre

  60. Slide 60: Endnotes

    Endnotes Claims compiled from Harvest 13D Filing, Harvest Proxy Statement filed with SEC on April 19, 2016, and Harvest Additional Soliciting Material filed with SEC on April 27, 2016 Ibid NetSpend analyst estimates

  61. Slide 61: Supplemental Non-GAAP Financial Information

    Supplemental Non-GAAP Financial Information

  62. Slide 62: Supplemental Non-GAAP Financial Information

    Supplemental Non-GAAP Financial Information 2010 2011 2012 2013 2014 2015 YTD YTD YTD YTD YTD YTD (in thousands) Reconciliation of total operating revenues to non-GAAP total operating revenues Total operating revenues $,363,888 $,467,398 $,546,285 $,573,621 $,601,552 $,694,700 Stock-based retailer i

  63. Slide 63: Supplemental Non-GAAP Financial Information

    Supplemental Non-GAAP Financial Information 2010 2011 2012 2013 2014 2015 YTD YTD YTD YTD YTD YTD (in thousands) Reconciliation of total operating revenues to non-GAAP total operating revenues Total operating revenues $,363,888 $,467,398 $,546,285 $,573,621 $,601,552 $,694,700 Stock-based retailer i

  64. Slide 64: Supplemental Non-GAAP Financial Information

    Supplemental Non-GAAP Financial Information 2010 2011 2012 2013 2014 2015 YTD YTD YTD YTD YTD YTD (in thousands) Reconciliation of total operating revenues to non-GAAP total operating revenues Total operating revenues $,363,888 $,467,398 $,546,285 $,573,621 $,601,552 $,694,700 Stock-based retailer i

  65. Slide 65: Supplemental Non-GAAP Financial Information: FY 2016 Guidance

    Supplemental Non-GAAP Financial Information FY 2016 RANGE LOW HIGH Reconciliation of Forward Looking Guidance for Non-GAAP Financial Measures to Projected GAAP Total Operating Revenue (1) (In millions) Total operating revenues $704.6 $709.6 Contra-revenue advertising costs (3)(4) 0.4 0.4 Non-GAAP to

  66. Slide 66: Supplemental Non-GAAP Financial Information: FY 2016 Guidance

    Supplemental Non-GAAP Financial Information FY 2016 RANGE LOW HIGH Reconciliation of Forward Looking Guidance for Non-GAAP Financial Measures to Projected GAAP Total Operating Revenue (1) (In millions) Total operating revenues $704.6 $709.6 Contra-revenue advertising costs (3)(4) 0.4 0.4 Non-GAAP to

  67. Slide 67: Non-GAAP measures notes

    (1) To supplement the Company’s consolidated financial statements presented in accordance with GAAP, the Company uses measures of operating results that are adjusted to exclude various, primarily non-cash, expenses and charges. These financial measures are not calculated or presented in accordance w

  68. Slide 68: Use of non-GAAP financial measures

    The Company’s management uses the non-GAAP financial measures: as measures of operating performance, because they exclude the impact of items not directly resulting from the Company’s core operations; for planning purposes, including the preparation of the Company’s annual operating budget; to alloc

  69. Slide 69: Non-GAAP footnotes

    (3) This expense consists of certain co-op advertising costs recognized as contra-revenue under GAAP. The Company believes the substance of the costs incurred are a result of advertising and is not reflective of ongoing total operating revenues. The Company believes that excluding co-op advertising

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