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1.	To elect the 10 nominees named in the proxy statement to the Board of Directors;

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020 ;

3.	To vote on a non-binding advisory resolution to approve executive compensation; and

4.	To approve the amendment and restatement of Green Dot’s 2010 Equity Incentive Plan.

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1.	To elect the 10 nominees named in this proxy statement to the Board of Directors;

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020 ;

3.	To vote on a non-binding advisory resolution to approve executive compensation; and

4.	To approve the amendment and restatement of our 2010 Equity Incentive Plan.

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•	by telephone or through the internet - in order to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card; or

•	by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or

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•	Proposal No. 1. Each director must be elected by a majority of the votes cast, meaning that the number of shares entitled to vote on the election of directors and represented in person or by proxy at the meeting casting their votes "FOR" a director must exceed the number of votes "AGAINST" a director.

•	Proposal Nos. 2, 3 and 4.  Approval of each of Proposal Nos. 2, 3 and 4 will be obtained if a majority of the votes cast are “FOR” the proposal.

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•	delivering to the Corporate Secretary of Green Dot a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again by telephone or through the internet; or

•	attending and voting at the meeting (although attendance at the meeting will not, by itself, revoke a proxy).

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•	appoints our independent auditors;

•	approves the audit and non-audit services to be performed by our independent auditors;

•	assesses the qualifications, performance and independence of our independent auditors;

•	monitors the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

•	reviews the integrity, adequacy and effectiveness of our accounting and financial reporting processes and the adequacy and effectiveness of our systems of internal control;

•	discusses the results of the audit with the independent auditors and reviews with management and the independent auditors our interim and year-end operating results; and

•	prepares the Audit Committee report that the SEC requires in our annual proxy statement.

•	reviews, approves and makes recommendations to our Board of Directors (as our Compensation Committee deems appropriate) regarding the compensation of our executive officers;

•	administers and interprets our stock and equity incentive plans;

•	reviews, approves and makes recommendations to our Board of Directors (as our Compensation Committee deems appropriate) with respect to equity and non-equity incentive compensation plans; and

•	establishes and reviews general strategies relating to compensation and benefits of our employees.

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•	identifies, evaluates and recommends nominees to our Board of Directors and its committees;

•	oversees the evaluation of the performance of our Board of Directors and its committees and of individual directors;

•	considers and makes recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

•	reviews our legal compliance policies; and

•	makes recommendations to our Board of Directors concerning our corporate governance guidelines and other corporate governance matters.

•	approves and periodically reviews the risk management framework for our company;

•	oversees and receives reports on the operation of our enterprise-wide risk management framework and Corporate Risk function;

•	reviews and discusses the key risk types facing our company;

•	annually reviews and recommends to our Board of Directors the articulation and establishment of our company’s risk appetite; and

•	reviews and receives regular reports from the Chief Risk and Compliance Officer and other members of management regarding management’s assessment of the effectiveness of our enterprise-wide risk program.

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*	Chairperson of the Board

(1)	Member of the Compensation Committee

(2)	Member of the Audit Committee

(3)	Member of the Risk Committee

(4)	Member of the Nominating and Corporate Governance Committee

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•	Fees for committee service and service on the Board and committees of subsidiary bank to differentiate individual pay based on workload

•	Emphasis on equity in the overall compensation mix

•	Full-value equity grants under a fixed-value annual grant policy with time-based vesting

•	No performance-based equity awards

•	A robust stock ownership guideline set at four times the annual cash retainer to support stockholder alignment

•	Stockholder-approved governance limit on the total value of equity compensation that may be granted to a non-employee director each fiscal year

•	Policies prohibiting hedging and pledging by our directors

(1)

Non-employee directors received an annual retainer fee of $70,000 plus any additional annual fees due for service on our committees or as our lead independent director or Chairperson of the Board according to the schedule described below under "Annual and Meeting Fees." Mr. Brewster, Ms. Bridgforth Hodges, Mr. Fanlo, Mr. Gresham, Mr. Jacobs, and Mr. Shaheen, each also received compensation of $110,000 , $75,000 , $82,500 , $35,000 , $80,000 and $82,500 , respectively, for their service as directors or committee members of our subsidiary bank.

(2)

Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation for awards of restricted stock units ("RSUs") granted during the fiscal year. There can be no assurance that this grant date fair value will ever be realized by the non-employee director. For information regarding the number of unvested RSU awards held by each non-employee director as of December 31, 2019 , see the column “Unvested Restricted Stock Units” in the table below.

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(3)	Represents the cost of health insurance benefits provided to our directors on the same basis as our other eligible employees.

(4)	Mr. Gresham served on the Board of Directors until May 2019.

•	$70,000 annual cash retainer

•	$30,000 annual fee for chairing our Audit Committee and $12,500 for serving as a non-chair member of our Audit Committee

•	$25,000 annual fee for chairing our Compensation Committee and $10,000 for serving as a non-chair member of our Compensation Committee

•	$25,000 annual fee for chairing our Risk Committee and $10,000 for serving as a non-chair member of our Risk Committee

•	$20,000 annual fee for chairing our Nominating and Corporate Governance Committee and $7,000 for serving as a non-chair member of our Nominating and Corporate Governance Committee

•	$70,000 annual fee for the Chairperson of the Board (following the separation of the Board Chair and CEO)

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(1)	“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; consents, and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Board (United States).

(2)	“Audit related fees” include fees for benefit plan audits and due diligence services related to completed or potential acquisitions.

(3)	“Tax fees” include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible services, including technical tax advice related to federal and state income tax matters; assistance with sales tax; and assistance with tax audits.

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1	75% of the PRSUs, remain subject to service vesting.

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(1)	As of April 15, 2020 , outstanding stock options had a weighted average exercise price of $18.86 per share and a weighted average remaining term of 2.71 years.

(2)	Consists of restricted stock units (“RSUs”).

(3)	Consists of performance units (“PRSUs”). The number of shares underlying PRSUs assumes target performance.

(1)	Calculated by dividing (a) the number of shares underlying awards granted to all recipients during the year, minus award cancellations and forfeitures during the year, by (b) the number of shares outstanding at year-end.

(2)	Calculated by dividing (a) the number of shares underlying awards granted during the year to all recipients by (b) the number of shares outstanding at year-end.

(3)	Calculated by dividing the sum of (a) the number of shares underlying outstanding awards and (b) shares available for future awards, by (c) the number of shares outstanding, in each case at year-end.

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•

Prohibition on Payment of Dividends and Dividend Equivalents on Unvested Awards. The Amended 2010 Plan provides that dividends or dividend equivalents will not be paid out on unvested awards. In our view, from an incentive and retention perspective, dividends, dividend equivalents and other distributions on unvested awards should be paid or settled only after the underlying awards have been earned and not during the performance/service vesting period. Furthermore, no dividend equivalents or otherwise may be credited with respect to stock options and stock appreciation rights (“SARs”), whether vested or unvested.

•

Minimum Vesting Exception. The 2010 plan included a one-year minimum vesting provision. The Amended 2010 Plan provides that the requirement will not apply to (i) 5% of the shares available for future distribution under the Amended 2010 Plan under this Plan immediately following the 2020 Annual Meeting, (ii) awards assumed or substituted in connection with an acquisition and (iii) awards granted to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of stockholders. Such amendment was made to provide limited flexibility to grant equity awards without a one-year minimum vesting period to certain service providers, including non-employee directors.

•

Overall Limit on Director Compensation . The Amended 2010 Plan provides that the maximum number of shares subject to stock awards granted during a calendar year under the Amended 2010 Plan, taken together with any cash fees paid during such calendar year for services as a non-employee director, will not exceed $750,000 in total value for any non-employee director. Prior to the amendment, the 2010 Plan provided that stock awards granted to any non-employee director in any calendar year could not exceed $300,000, and did

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•

Termination of Awards upon Participant’s Termination for Cause . The Amended 2010 Plan provides that with respect to awards granted after the date of the 2020 Annual Meeting, if a participant’s employment is terminated for cause (as defined in the Amended 2010 Plan), all of the participant’s outstanding awards will terminate and the Compensation Committee may require such participant to reimburse us for all or a portion of any stock award that was settled in cash or shares after the event giving rise to cause first occurred.

•	Section 162(m) . The Board has amended the 2010 Plan to remove references to Section 162(m) of the Internal Revenue Code (“Section 162(m)”) in connection with certain amendments to Section 162(m), but the Amended 2010 Plan retains certain best practice performance-based award provisions.

•	Expanded List of Performance Criteria . The Board has amended the 2010 Plan to expand the list of possible performance criteria that performance goals for performance-based awards may be based on.

•	Prohibition on Loans . The Amended 2010 Plan provides that no participant will be permitted to purchase shares (in full or in part) via a promissory note.

•

Additional Requirements on Vesting and Transferability of Awards. The Amended 2010 Plan clarifies, among other things, that (i) in no event may any stock award be transferred for consideration to a third-party financial institution, (ii) we have the authority to reduce or extend the vesting of awards in the event a participant has a change in status from a full-time employee to a part-time employee or takes an extended leave of absence, and (iii) awards may be subject to any policy related to the vesting or transfer of equity awards adopted by us from time to time.

•	Repricing Not Allowed . The Amended 2010 Plan prohibits reducing the exercise price of stock options and SARs, cancelling “underwater” stock options and SARs for cash or another stock award or any action that would be considered a repricing under the applicable securities exchange on which our Class A common stock is traded without prior stockholder approval in each case.

•	Stockholder Approval Required for Additional Shares . The Amended 2010 Plan does not contain an annual “evergreen” provision. The Amended 2010 Plan authorizes a fixed number of shares, so that stockholder approval is required to issue any additional shares.

•	No Liberal Share Counting or Recycling . If fewer shares are issued in settlement of a stock award than were covered by such stock award for reasons other than the failure to satisfy vesting conditions, or other than as a result of termination or forfeiture (for example to satisfy the exercise price or tax withholding obligation

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•	No Liberal Corporate Transaction Provisions . No corporation transaction related vesting acceleration and other benefits may occur without an actual corporate transaction occurring.

•	No Discounted Stock Options or SARs . All stock options and SARs granted under the Amended 2010 Plan must have an exercise or strike price equal to or greater than the fair market value of our Class A common stock on the date the stock option or SAR is granted.

•	Minimum Vesting Requirement . Future awards granted under the Amended 2010 Plan will have a minimum one-year vesting period from the date of grant, subject to the aforementioned exceptions described above (and below).

•	No Dividends and Dividend Equivalents on Unvested Awards . Dividends and dividend equivalents will not be paid or settled with respect to any stock award granted under the Amended 2010 Plan until the underlying shares or units vest, and no dividend equivalents or otherwise may be credited with respect to Options and SARs.

•	Limit on Non-Employee Director Awards . The Amended 2010 Plan provides that the maximum number of shares subject to stock awards granted during a calendar year under the Amended 2010 Plan, taken together with any cash fees paid during such calendar year for services as a non-employee director, will not exceed $750,000 in total value for any non-employee director.

•

Awards Subject to Clawback . Stock awards granted after May 31, 2017 are subject to clawback pursuant to any clawback policy adopted by us from time to time or required by law; provided further, if a participant is terminated for cause, all of a participant’s outstanding awards granted after the 2020 Annual Meeting will terminate and the Board may require the participant to reimburse us for awards that have already settled as described above (and below).

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(1)

Mr. Brewster, Ms. Bridgforth Hodges, Mr. Fanlo, Mr. Jacobs and Mr. Shaheen, are eligible to receive an annual grant of RSUs with a grant date fair value of $125,000 for their service on the Board and an additional grant of RSUs having a fair market value on the grant date equal to $125,000 for their service on the board of directors of our subsidiary bank. Mr. Aldrich, Mr. Date, Mr. Osher and Ms. Richey are eligible to receive an annual grant of RSUs with a grant date fair value of $125,000 for their service on the Board. The number of shares subject to each non-employee director’s RSU grant will not be determinable until the grant date. The number of shares subject to each non-employee director’s RSU grant will not be determinable until the grant date. See Proposal No. 1, Election of Directors - Director Compensation for more information.

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(1)	No awards have been granted under the 2010 Plan to any associate of any of our directors (including nominees) or executive officers since its inception.

(2)	Mr. Streit received more than 5% of the total awards granted under the 2010 Plans since its inception.

(3)	All the non-employee directors who are nominees for election as a director are included within this group. The total number of shares that they were granted on an individual basis are as follows: Mr. Aldrich, 56,158; Mr. Brewster, 55,193; Mr. Date, 12,298; Ms. Bridgforth Hodges, 49,531; Mr. Fanlo, 18,210; Mr. Jacobs, 55,193; Mr. Osher, none; Ms. Richey, none; and Mr. Shaheen, 44,036 .

(1)	The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs and PRSUs, which have no exercise price.

(2)	Consists of stock options, RSUs and PRSUs granted under the 2010 Plan, with PRSUs for which the performance period has not been completed shown at target.

(3)	Includes 2,029,260 shares available for future issuance under the 2010 Plan. Also includes 2,465,499 shares available for future issuance under the 2010 Employee Stock Purchase Plan, including shares subject to purchase during the current purchase period, which commenced on November 15, 2019 (the exact number of which will not be known until the purchase date on May 14, 2020).

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•	each stockholder known by us to be the beneficial owner of more than 5% of either class of our Class A common stock;

•	each of our directors or director nominees;

•	each of our NEOs; and

•	all of our directors and executive officers as a group.

(1)	Represents (i) 341,509 shares held by Harvest Small Cap Partners, L.P., (ii) 783,491 shares held by Harvest Small Cap Partners Master, Ltd. and (iii) 934,200 shares held by HSCP Strategic II, L.P. Mr. Osher is the founding partner of No Street GP LP, an investment advisor to each of Harvest Small Cap Partners, L.P., Harvest Small Cap Partners Master, Ltd. and HSCP Strategic II, L.P.

(2)	Represents 544,728 shares held by Mr. Shifke and 19,380 shares subject to options held by Mr. Shifke that are exercisable within 60 days of April 15, 2020 , based on Mr. Shifke’s last filed Form 4 and the company’s stock administration records.

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(3)	Represents 100,000 shares held by YKA Partners Ltd., of which Mr. Aldrich is the agent of the general partner, 22,299 shares held by Mr. Aldrich and 2,578 shares subject to RSUs that vest within 60 days of April 15, 2020 .

(4)	Represents 65,913 shares held by Mr. Archer and 24,188 shares subject to options held by Mr. Archer that are exercisable within 60 days of April 15, 2020 .

(5)	Represents 50,037 shares held by Mr. Jacobs, and 5,156 shares subject to RSUs that vest within 60 days of April 15, 2020 .

(6)	Represents 50,037 shares held by Mr. Brewster, and 5,156 shares subject to RSUs that vest within 60 days of April 15, 2020 .

(7)	Represents 22,832 shares held by Mr. Shaheen, 16,048 shares subject to options held by Mr. Shaheen that are exercisable within 60 days of April 15, 2020 and 5,156 shares subject to RSUs that vest within 60 days of April 15, 2020 .

(8)	Represents 17,054 shares held by Mr. Fanlo and 5,156 shares subject to RSUs that vest within 60 days of April 15, 2020 .

(9)	Represents 3,622 shares held by Ms. Bridgforth Hodges, 8,922 shares subject to options held by Ms. Bridgforth Hodges that are exercisable within 60 days of April 15, 2020 and 5,156 shares subject to RSUs that vest within 60 days of April 15, 2020 .

(10)	Represents 6,394 shares held by Mr. Narlinger based on Mr. Narlinger’s last filed Form 4 and the company’s stock administration records.

(11)	Represents 2,578 shares held by Mr. Date subject to RSUs that vest within 60 days of April 15, 2020 .

(12)	Represents 526 shares held by Mr. Strub.

(13)	Mr. Henry was appointed President and Chief Executive Officer and a member of the Board on March 25, 2020 and does not yet hold any shares, options that are excisable within 60 days of April 15, 2020 or RSUs that vest within 60 days of April 15, 2020.

(14)	Ms. Richey was appointed as a member of the Board on April 3, 2020 and does not yet hold any shares, options that are excisable within 60 days of April 15, 2020 or RSUs that vest within 60 days of April 15, 2020

(15)	Includes 2,462,290 shares, 49,158 shares subject to options held that are exercisable within 60 days of April 15, 2020 and 36,484 shares subject to RSUs that vest within 60 days of April 15, 2020 . Only includes share holdings of persons who were serving as executive officers and directors of Green Dot as of the date of this proxy statement.

(16)	Based solely on the information set forth in a Schedule 13G filed by BlackRock Inc. on February 3, 2020. BlackRock Inc. reported that, as of December 31, 2019, it had sole voting power over 6,664,424 shares and sole dispositive power over 6,904,019 shares. The principal business address of BlackRock Inc. is 55 East 52nd Street, New York, NY 10055 .

(17)

Based solely on the information set forth in a Schedule 13D filed by Starboard Value LP on February 3, 2020. Starboard Value LP reported that, as of December 31, 2019, it had sole voting and dispositive power over 4,778,762 shares. 828,203 shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,927,903 Shares owned by Starboard V&O Fund, (ii) 477,876 Shares owned by Starboard S LLC, (iii) 277,168 Shares owned by Starboard C LP, (iv) 267,612 Shares owned by Starboard L Master, and (v) 828,203 Shares held in the Starboard Value LP Account. The principal business address of Starboard Value LP. is 777 Third Avenue, 18th Floor New York, NY 10017 .

(18)

Based solely on the information set forth in a Schedule 13G filed by The Vanguard Group on February 12,2020. The Vanguard Group reported that, as of December 31, 2019, it had sole voting power over 92,063 shares, shared voting power over 8,111 shares, sole dispositive power over 4,330,462 shares and shared dispositive power over 94,009 shares. The principal business address of the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

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•	health insurance;

•	vacation, personal holidays and sick days;

•	life insurance and supplemental life insurance;

•	short-term and long-term disability insurance; and

•	a 401(k) retirement plan.

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•	a monthly salary of $70,000 in cash; and

•	a monthly service award of up to $80,500 in cash.

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•	attends Compensation Committee meetings;

•	assists the Compensation Committee in determining peer companies and evaluating compensation proposals;

•	assists with the design of incentive compensation programs; and

•	conducts compensation-related research.

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•	A balanced mix of cash and equity; as well as appropriately balanced fixed (base salary) and variable compensation (cash incentives and equity-based awards)

•	A mix of short-term and long-term incentives, with short-term incentives currently representing a significantly lower proportion of the total mix

•	Cash and equity incentives solely based on achieving company performance objectives and subject to our “claw-back” right under certain circumstances

•	Caps on annual cash incentive and PRSU payouts

•	Stock ownership guidelines which align the interests of our executive officers with those of our stockholders

•	General alignment with prevalent low-risk pay practice

•	Policies prohibiting hedging and pledging by our employees, officers or directors

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(1)	Mr. Streit and Mr. Shifke retired and Mr. Narlinger resigned, in each case, effective December 31, 2019. Mr. Strub was appointed Chief Operating Officer and Mr. Archer ceased to serve in that role, in each case, effective February 25, 2019. Mr Strub resigned effective April 20, 2020.

(2)	For prior fiscal years, this column reflects base salary earned. For fiscal year 2019, this column reflects (i) base salary and (ii) accrued and unused vacation paid to Mr. Streit, Mr. Shifke and Mr. Narlinger in connection with their retirement or termination of employment, as applicable, as set forth in the table below.

(3)

The amounts in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards of PRSUs and RSUs granted during the applicable period, as discussed in Note 12 of our notes to consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2019 and as more fully described below in footnotes 7, 8 and 9.

(4)	See the “Grants of Plan-Based Awards - 2019” table below for information on awards made under our 2019 Executive Officer Incentive Bonus Plans.

(5)	The amounts in this column reflect Company contributions to the named executed officer's 401(k) or other retirement plan.

(6)	Amount reflects a discretionary cash bonus paid to Mr. Strub.

(7)

Except as indicated in footnotes 8 and 9, this amount represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of PRSUs awarded during the applicable period. The performance conditions for Mr. Streit's PRSUs differed from those for the PRSUs granted to other NEOs, resulting in the application of different methodologies to determine the grant date fair value for each award in accordance with FASB ASC Topic 718. The PRSUs awarded to Mr. Streit are earned based on a three-year performance period from January 1, 2019 to December 31, 2021 for the 2019 PRSUs, January 1, 2018 to December 31, 2020 for the 2018 PRSUs and from January 1, 2017 to December 31, 2019 for

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(8)	Includes the aggregate grant date fair value of $2,281,600 for a total of 60,000 time-based RSUs that were granted in 2019.

(9)	Includes the grant date fair value of $1,786,750 for 25,000 time-based RSUs that were granted in 2018.

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(1)

Represents possible cash incentive awards under our 2019 Executive Officer Incentive Bonus Plan upon our achievement of annual revenue goal. Under the terms of the plan, the actual award could range from 50% of the NEOs' target cash incentive amounts if the company’s annual revenue performance goal is achieved at the 97% level, to 150% of those amounts if the revenue goal is achieved at the 102.5% level. Cash incentives earned for 2019 performance are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.

(2)

Represents awards of PRSUs. The shares underlying these awards will vest, if earned, at the end of a three-year performance period for the CEO, and, for the Other NEOs, 25% of the shares earned, if any, will vest at the end of a one-year performance period, and the remaining 75% will vest in equal installments on each of the three anniversaries of the end of the performance period. For additional detail regarding the vesting terms of these PRSUs, see “Long-Term Equity-Based Awards” in the Compensation Discussion and Analysis above. For additional detail on the grant date fair value, see footnotes 3 and 7 to the Summary Compensation Table above.

(3)

Represents the incremental fair value of PRSUs, which were granted on April 5, 2019 and modified on June 6, 2019 when the Compensation Committee adjusted the EPS-based goals of these awards, and does not reflect a new grant. The grant date shown is the modification date of these awards. The grant date fair value shown is the incremental fair value of these awards as of the modification date in accordance with FASB ASC Topic 718.

(4)

Represents awards of Short-term Incentive PRSUs. The shares underlying these awards will vest, if earned, on the one-year anniversary of the grant date. For additional detail regarding the vesting terms of these PRSUs, see “2019 Annual Incentive Awards” in the Compensation Discussion and Analysis above. For additional detail on the grant date fair value, see footnotes 3 and 7 to the Summary Compensation Table above.

(5)

Represents RSUs that were granted in 2019, which vest in four equal annual installments on the anniversary of the grant date. For additional detail regarding the vesting terms of these RSUs, see “Off-Cycle Time-based RSU Grants to Rob Strub” in the Compensation Discussion and Analysis above. For additional detail on the grant date fair value, see footnotes 3 and 8 to the Summary Compensation Table above. Mr. Strub forfeited all his outstanding unvested equity awards as of April 20, 2020 upon his departure on such date.

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(1)	For awards granted prior to our initial public offering in July 2010, represents the fair market value of a share of our Class A common stock, as determined by our Board of Directors, on the option's grant date.

(2)

Represents awards of RSUs, including PRSUs that have completed their respective performance periods. Except as otherwise indicated, the shares underlying these awards vest in four equal annual installments on the anniversary of the grant date. The market values of the RSUs are calculated by multiplying the number of shares underlying the RSUs shown in the table by $23.30, the closing price of our shares of Class A common stock on December 31, 2019, the last trading day of 2019.

(3)	Mr. Streit forfeited all his outstanding equity awards at his retirement on December 31, 2019.

(4)

Represents shares earned under PRSUs based on our performance through the end of the one-year performance period (2017). 25% of the shares vested on March 14, 2018 upon certification of the non-GAAP EPS goals under the 2017 PRSUs by the Compensation Committee, 25% of the shares vested on December 31, 2018 and 25% of the shares vested on December 31, 2019, with the remainder to vest on December 31, 2020.

(5)

Represents shares earned under PRSUs based on our performance through the end of the one-year performance period (2018). 25% of the shares vested on February 13, 2019 upon certification of the non-GAAP EPS goals under the 2018 PRSUs by the Compensation Committee and 25% of the shares vested on December 31, 2019, with the remainder to vest in two equal annual installments on each December 31 thereafter.

(6)	Represents shares earned under PRSUs based on our performance through the end of the one-year performance period (2019). 25% of the shares vested on February 11, 2020 upon certification of the non-GAAP EPS goals under the 2019 PRSUs by the Compensation Committee, with the remainder to vest in three equal annual installments on each December 31 thereafter.

(7)	Mr. Strub forfeited all his outstanding unvested equity awards as of April 20, 2020 upon his departure on such date.

(8)	Mr. Narlinger forfeited all his outstanding unvested equity awards upon his departure on December 31, 2019.

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(1)	Amount reflects the number of shares subject to unvested PRSUs and RSUs as of December 31, 2019; PRSUs granted in 2019 reflect payout at 61%.

(2)	Amount reflects 24 months of Mr. Streit’s monthly advisory fee.

(3)	Amount reflects 18 months of COBRA premiums.

(4)	Amount reflects 12 months of Mr. Shifke’s base salary.

(5)	Amount reflects unvested shares subject to Mr. Shifke’s RSUs and PRSUs that will continue to vest, with the settlement or payout of these awards to be made in accordance with the applicable vesting schedule pertaining to such awards.

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(1)	Amount reflects the number of shares that would be issued at the target payout levels (100% of target) for the performance-based equity awards granted in 2017, 2018 and 2019.

(2)	Mr. Strub forfeited all his outstanding unvested equity awards as of April 20, 2020 upon his departure on such date.

(1)	Amount reflects the number of shares that would be issued at the target payout levels (100% of target) for the performance-based equity awards granted in 2017, 2018 and 2019 for which performance was not determined as of December 31, 2019.

(2)	Mr. Strub forfeited all his outstanding unvested equity awards as of April 20, 2020 upon his departure on such date.

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•	employment by us of an executive officer if:

•	the related compensation is required to be reported in our proxy statement, or

•	the executive officer is not an immediate family member of another of our executive officers or directors, the related compensation would be reported in our proxy statement if the executive officer were a “named executive officer,” and our Compensation Committee approved or recommended that our Board of Directors approve the compensation;

•	any compensation paid to a director if the compensation is required to be reported in our proxy statement;

•	any transaction where the related person’s interest arises solely from the ownership of our Class A common stock and all holders of our Class A common stock received the same benefit on a pro-rata basis;

•	any transaction where the rates or charges involved are determined by competitive bids;

•	any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or government authority;

•	any transaction involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services;

•	any charitable contribution, grant or endowment by us to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than as an executive officer);

•	any charitable contribution, grant or endowment by us to a charitable organization, foundation or university at which a related person is a trustee, director or executive officer, if the aggregate amount involved in any fiscal year does not exceed $120,000;

•	any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program;

•	ordinary course business travel expenses, advances and reimbursements; and

•	any indemnification payments made pursuant to our insurance policies, certificate of incorporation or bylaws or as otherwise approved by our Board of Directors.

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•	Net revenue (non-GAAP or GAAP) and/or net revenue growth (non-GAAP or GAAP);

•	Earnings per share and/or earnings per share growth;

•	Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth;

•	Operating income and/or operating income growth;

•	Net income and/or net income growth;

•	Total stockholder return and/or total stockholder return growth;

•	Return on equity;

•	Return on invested capital;

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•	Return on assets;

•	Cash flow;

•	Operating cash flow return on income;

•	Adjusted operating cash flow return on income;

•	Economic value added;

•	Control of expenses;

•	Cost of goods sold;

•	Profit margin;

•	Stock price;

•	Debt or debt-to-equity;

•	Gross dollar volume;

•	Active accounts;

•	Purchase volume;

•	Cash transfers;

•	Tax refunds;

•	Liquidity;

•	Intellectual property (e.g., patents)/product development;

•	Mergers and acquisitions or divestitures;

•	Individual business objectives;

•	Company specific operational metrics; and

•	Any other factor (such as individual business objectives or unit-specific operational metrics) the Committee so designates.

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