Pathward Financial, INC. DEF 14A Filing

Ticker: CASH · Form: DEF 14A · Filed: Jan 15, 2025 · CIK: 907471

Sentiment: neutral

Filing Stats: 4,362 words · 17 min read · ~15 pages · Grade level 16.2 · Accepted 2025-01-15 16:15:46

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 4 Corporate Governance and Board Matters 5 Proposal 1: Election of Directors 5 Nominee Seeking Election for a Term to Expire in 202 7 8 Nominees Seeking Election for a Term to Expire in 202 8 9 Directors Continuing in Office 12 Corporate Governance 15 Sustainability Matters 24 Related Person Transactions 29 Compensation of Directors 29 Executive Officers 31

Executive Compensation

Executive Compensation 33 Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay") 33 A Letter from Our Compensation Committee 34 Compensation Discussion and Analysis for Fiscal Year 2024 36 Compensation Tables 50 CEO Pay Ratio Disclosure 58 Pay versus Performance 58 Compensation Committee Report 64 Audit-Related Matters 65 Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 65 Independent Registered Public Accounting Firm Fees 65 Audit Committee Report 66 Stock Ownership Information 67

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 67 Delinquent Section 16(a) Reports 68 Information about the Annual Meeting 69 Additional Information 74 Stockholder Proposals for the 2026 Annual Meeting 74 Annual Report on Form 10-K 74 Other Matters 74 We encourage you to read our 2024 Annual Report on Form 10-K, which includes our audited consolidated financial statements as of and for the year ended September 30, 2024, 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 Audit-Related Matters Stock Information Information about the Annual Meeting Additional Information 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." Fiscal 2024 Performance Highlights We delivered strong financial results for fiscal year ended September 30, 2024: u Earned net income of $168.4M u Repurchased 1,520,001 SHARES of common stock as part of the Company's share repurchase programs u Recognized return on average assets of 2.20% compared to 2.33% for

Executive Compensation Highlights

Executive Compensation Highlights u Balanced compensation philosophy utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at-risk) incentives u Over 97% support for "Say-on-Pay" vote in 202 4 u Target executive officer pay near the 50th percentile for comparable companies u 82% of CEO's target pay and 64% of other named executive officers' ("NEOs") target pay was variable and at-risk u Actual incentive payouts are commensurate with our fiscal year 202 4 financial performance u 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: 97.7% Average Stockholder Approval over Last 3 Years 4 \ PATHWARD FINANCIAL, INC. 2025 PROXY STATEMENT TABLE OF CONTENTS Proxy Summary Corporate Governance & Board Matters Executive Officers Executive Compensation Audit-Related Matters Stock Information Information about the Annual Meeting Additional Information 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 four nominees — Brett L. Pharr, Elizabeth G. Hoople, Ronald D. McCray and Neeraj K. Mehta — currently serve as Pathward Financial directors. Pharr, Hoople and McCray are being nominated for terms of three years ending 2028. Mehta, who joined the Board on February 27, 2024 for an initial one-year term, is being nominated for a term of two years ending 2027. Mehta was initially recommended to the Governance, Nominating and Sustainability Committee ("Nominating and Sustainability Committee") by a third-party search firm. After the Annual Meeting, our Board will continue to consist of

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