Pathward Financial, Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: CASH · Form: DEF 14A · Filed: Jan 17, 2024 · CIK: 907471

Complexity: simple

Sentiment: neutral

Topics: proxy statement, annual meeting, stockholders, voting, Pathward Financial

TL;DR

<b>Pathward Financial, Inc. will hold its virtual Annual Meeting of Stockholders on February 27, 2024, urging prompt voting.</b>

AI Summary

PATHWARD FINANCIAL, INC. (CASH) filed a Proxy Statement (DEF 14A) with the SEC on January 17, 2024. The Annual Meeting of Stockholders for Pathward Financial, Inc. will be held virtually on February 27, 2024, at 9:00 a.m. CST. Stockholders are encouraged to vote via the Internet, telephone, or by mail if printed materials were requested. The company has made its Annual Report to Stockholders, including the Form 10-K, available. The proxy statement provides details on the business to be conducted at the meeting. Pathward Financial, Inc. was formerly known as Meta Financial Group Inc. and First Midwest Financial Inc.

Why It Matters

For investors and stakeholders tracking PATHWARD FINANCIAL, INC., this filing contains several important signals. The virtual format aims to increase accessibility and potentially reduce costs associated with a physical meeting. Prompt voting by stockholders ensures their shares are represented and reduces the company's expenses for proxy solicitation.

Risk Assessment

Risk Level: — PATHWARD FINANCIAL, INC. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

Analyst Insight

Review the proxy statement for details on proposals and executive compensation before voting.

Key Numbers

Key Players & Entities

FAQ

When did PATHWARD FINANCIAL, INC. file this DEF 14A?

PATHWARD FINANCIAL, INC. filed this Proxy Statement (DEF 14A) with the SEC on January 17, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PATHWARD FINANCIAL, INC. (CASH).

Where can I read the original DEF 14A filing from PATHWARD FINANCIAL, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PATHWARD FINANCIAL, INC..

What are the key takeaways from PATHWARD FINANCIAL, INC.'s DEF 14A?

PATHWARD FINANCIAL, INC. filed this DEF 14A on January 17, 2024. Key takeaways: The Annual Meeting of Stockholders for Pathward Financial, Inc. will be held virtually on February 27, 2024, at 9:00 a.m. CST.. Stockholders are encouraged to vote via the Internet, telephone, or by mail if printed materials were requested.. The company has made its Annual Report to Stockholders, including the Form 10-K, available..

Is PATHWARD FINANCIAL, INC. a risky investment based on this filing?

Based on this DEF 14A, PATHWARD FINANCIAL, INC. presents a moderate-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational concerns highlighted.

What should investors do after reading PATHWARD FINANCIAL, INC.'s DEF 14A?

Review the proxy statement for details on proposals and executive compensation before voting. The overall sentiment from this filing is neutral.

How does PATHWARD FINANCIAL, INC. compare to its industry peers?

Pathward Financial, Inc. operates within the national commercial banking sector.

Are there regulatory concerns for PATHWARD FINANCIAL, INC.?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, governing proxy solicitations.

Industry Context

Pathward Financial, Inc. operates within the national commercial banking sector.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, governing proxy solicitations.

What Investors Should Do

  1. Review the proxy statement for details on proposals to be voted on.
  2. Ensure your vote is cast by the deadline via internet, phone, or mail.
  3. Consult the Annual Report on Form 10-K for detailed financial and operational information.

Key Dates

Year-Over-Year Comparison

This filing is a Definitive Proxy Statement (DEF 14A), indicating it's the final version for the annual meeting, following any preliminary filings.

Filing Stats: 4,289 words · 17 min read · ~14 pages · Grade level 16.2 · Accepted 2024-01-17 16:18:55

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 Corporate Governance and Board Matters 5 Proposal 1: Election of Directors 5 Nominees Seeking Election for a Term to Expire in 2026 9 Nominees Seeking Election for a Term to Expire in 2027 9 Directors Continuing in Office 10 Corporate Governance 14 Environmental, Social and Governance Matters 23 Related Person Transactions 28 Compensation of Directors 28 Executive Officers 30

Executive Compensation

Executive Compensation 32 Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay") 32 Letter from Our Compensation Committee 33 Compensation Discussion and Analysis 35 Compensation Tables 49 CEO Pay Ratio Disclosure 56 Pay versus Performance 56 Compensation Committee Report 61 2023 Omnibus Incentive Plan 62 Proposal 3: Approval of the Pathward Financial, Inc. 2023 Omnibus Incentive Plan 62 Audit-Related Matters 72 Proposal 4: Ratification of Appointment of Independent Registered Public Accounting 72 Independent Registered Public Accounting Firm Fees 72 Audit Committee Report 73 Stock Ownership Information 74

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 74 Delinquent Section 16(a) Reports 75 Information about the Annual Meeting 76 Additional Information 81 Stockholder Proposals for the Fiscal Year 2024 Annual Meeting 81 Annual Report on Form 10-K 81 Other Matters 81 Appendix A— Pathward Financial, Inc. 2023 Omnibus Incentive Plan A-1 We encourage you to read our 2023 Annual Report on Form 10-K, which includes our audited consolidated financial statements as of and for the year ended September 30, 2023, and the sections captioned " Risk Factors " and " Forward Looking Information and Factors that May Affect Future Results ," for a description of the substantial risks and uncertainties related to the forward-looking statements included herein. TABLE OF CONTENTS Proxy Summary Corporate Governance & Board Matters Executive Officers Executive Compensation 2023 Omnibus Incentive Plan Audit-Related Matters Stock Information Information about the Annual Meeting Additional Information Appendix A PROXY STATEMENT SUMMARY The Board of Directors (the "Board") of Pathward Financial, Inc. ("Pathward Financial," "we" or "us") is using this proxy statement to solicit proxies from the holders of its common stock (the "Common Stock") for use at Pathward Financial's Annual Meeting of Stockholders (the "Annual Meeting"). This summary highlights certain information contained in the proxy statement for the Annual Meeting. We encourage you to read the entire proxy statement before you vote. Certain information provided in this proxy statement relates to Pathward, National Association ("Pathward, N.A."), which is a wholly-owned subsidiary of Pathward Financial. We may refer to these entities jointly as "Pathward." What's New? We are providing information about our new 2023 Omnibus Incentive Plan, revised clawback policies, addition of Board and executive succession planning to the Nominating Committee's re

Executive Compensation Highlights

Executive Compensation Highlights Balanced compensation philosophy utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at-risk) incentives Over 97% support for "Say-on-Pay" vote in 2023 Target executive officer pay, on average, at the 50th percentile for comparable companies 80% of CEO's target pay and 64% of other named executive officers' ("NEOs") target pay was variable and at-risk Actual incentive payouts are commensurate with our fiscal year 2023 financial performance The largest portion of the NEOs' incentive award opportunity is provided through a long-term incentive plan that covers rolling three-year performance periods and rewards the achievement of specific earnings and capital goals Historical Say-on-Pay: 96.6% Average Stockholder Approval over Last 3 Years 4 \ PATHWARD FINANCIAL, INC. 2024 PROXY STATEMENT TABLE OF CONTENTS Proxy Summary Corporate Governance & Board Matters Executive Officers Executive Compensation 2023 Omnibus Incentive Plan Audit-Related Matters Stock Information Information about the Annual Meeting Additional Information Appendix A CORPORATE GOVERNANCE AND BOARD MATTERS Proposal 1—Election of Directors Our Board currently consists of nine members. Approximately one-third of the directors are elected annually to serve for three-year terms or until their successors are elected and qualified. Our three nominees—Becky S. Shulman, Lizabeth H. Zlatkus and Christopher Perretta—currently serve as Pathward Financial directors. Shulman and Zlatkus are being nominated for terms of three years ending 2027. Perretta, who joined the Board on February 28, 2023 for an initial one-year term, is being nominated for a term of two years ending 2026. Perretta was initially recommended to the Corporate Governance and Nominating Committee ("Nominating Committee") by a third-party search firm. The term of Frederick V. Moore ends as of the Annual Meeting, and he will no

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