CASH 2017 Proxy Statement

CORPORATE GOVERNANCE CORPORATE GOVERNANCE Code of Ethics The Company has adopted a written code of ethics within the meaning of Item 406 of SEC Regulation S-K, which applies to our principal executive officer and senior financial officers, a copy of which can be found on the Company’s website at www.metafinancialgroup.com, “Corporate Information – Governance Documents.” If we make substantive amendments to the Code of Ethics that are applicable to our principal executive or financial officers, we will disclose the nature of such amendments or waiver in a report on Form 8-K in a timely manner. Separation of Board Chairman and CEO The Board of Directors has no formal policy requiring the separation of the positions of Chairman of the Board and Chief Executive Officer. The Board has determined that its current structure, with a combined Chairman and Chief Executive Officer and a separate, independent Vice Chairman and Lead Director, is in the best interests of the Company and its stockholders. The Board believes that combining the Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company given J. Tyler Haahr’s in-depth knowledge of the Company’s business, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. As Chief Executive Officer, Mr. Haahr is intimately involved in the day to day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the Board. The Board believes that the combination of the Chairman and Chief Executive Officer roles as part of a governance structure that includes an independent Lead Director provides an effective balance for the management of the Company in the best interests of its stockholders. Lead Director In January 2014, the Board elected Frederick V. Moore to serve as the Lead Director. In Mr. Moore’s capacity as Lead Director, among other things, he is responsible for leading executive sessions of the independent directors and serving as the principal liaison between the Chairman and the independent directors. Stock Ownership Guidelines To further align the interests of our executive officers and non-employee directors with those of the Company’s stockholders, on September 25, 2017, the Compensation Committee approved stock ownership guidelines for our executive officers and non-employee directors, effective January 1, 2018. These guidelines provide, among other things, that: • each non-employee director must hold a minimum number of shares of our Common Stock having a market value equal to three times each such director’s annual cash retainer; • our Chief Executive Officer and President must hold a minimum number of shares of our Common Stock having a market value equal to five times such officer’s annual base salary; • our Chief Financial Officer and other executive committee members must hold a minimum number of shares of our Common Stock having a market value equal to three times such officer’s annual base salary; • the minimum stock ownership levels must be achieved by each non-employee director and executive officer listed above within five years of the effective date of such guidelines; Meta Financial Group, Inc. | 2017 Proxy Statement 15