CASH 2017 Proxy Statement

COMPENSATION OF DIRECTORS COMPENSATION OF DIRECTORS The following table sets forth compensation information for the fiscal year ended September 30, 2017, for the Company’s non-employee directors. Compensation for each director who is a “named executive officer” is set forth in the “Summary Compensation Table” set forth below. Director compensation is determined by the full Board of Directors. In April 2017, the Compensation Committee retained Mercer (US) Inc. to provide advice concerning director compensation. For a discussion of the stock ownership guidelines for non-employee directors recently adopted by the Compensation Committee, to be effective January 1, 2018, please see the above sub-section titled “Stock Ownership Guidelines” in the “Corporate Governance” section of this proxy statement. The elements of compensation paid to the Company’s non-employee directors during the year ended September 30, 2017 were as follows: • A prorated annual retainer of $15,000 through January 23, 2017 and $20,000 thereafter for service on the Company’s Board; • A prorated annual retainer of $11,000 through January 23, 2017 and $15,000 thereafter for service on the MetaBank Board; • An annual retainer of $4,000 for the vice chairman of MetaBank’s Board; • A fee of $1,250 for each meeting attended of the MetaBank Board; • An annual retainer of $3,500 for the chairman of the Company’s Audit Committee; • An annual retainer of $2,000 for directors on the Company’s Audit Committee; • An annual retainer of $3,000 for the chairman of MetaBank’s Compensation and Risk Committees; • An annual retainer of $4,000 for directors on MetaBank’s Credit Committee; • An annual retainer of $2,000 for directors on MetaBank’s Compensation and Risk Committees; • An annual retainer of $1,000 for directors on MetaBank’s Audit Committee; • Restricted stock awards of 750 shares of the Company’s Common Stock granted on January 23, 2017, vesting immediately; and • Reimbursement for out-of-pocket expenses incurred in attending Board of Directors and committee meetings. 18 Meta Financial Group, Inc. | 2017 Proxy Statement