CASH 2017 Proxy Statement

EXECUTIVE COMPENSATION • Sheree Thornsberry, Executive Vice President and Head of Payments • Cynthia Smith, former Executive Vice President and Chief Operating Officer. These executive officers are included in this CD&A and the tables below because the SEC disclosure rules require that the Company disclose the compensation paid for fiscal 2017: (i) for all individuals who served as the principal executive officer (Mr. Haahr); (ii) for all individuals who served as the Company’s principal financial officer (Mr. Herrick); (iii) for the three most highly compensated officers other than the principal executive officer and principal financial officer who were serving as executive officers at the end of fiscal 2017 (Mr. Hanson and Ms. Thornsberry); and up to two additional individuals who would have been included in (iii) but for the fact that the individual was not serving as an executive officer at the end of fiscal 2017 (Ms. Smith). Ms. Smith separated from the Company effective August 15, 2017 and Ms. Thornsberry joined the Company on September 25, 2017. Process The Compensation Committee reviews annual salaries and bonuses of the Company’s executive officers, including the NEOs, and makes recommendations to the Board of Directors for review and approval. In addition to cash compensation and bonuses, the Compensation Committee reviews and considers equity compensation programs for the NEOs and may make grants under the Meta Financial Group, Inc. Amended and Restated 2002 Omnibus Incentive Plan (the “2002 Plan”) as it deems appropriate. As previously disclosed, the Company entered into new employment agreements with Messrs. Haahr and Hanson in November 2016 and with Mr. Herrick in December 2016. Over the course of several months preceding the dates of these agreements, the Compensation Committee engaged in extensive discussions and held multiple meetings focused solely on these agreements. In developing these employment agreements, the Compensation Committee reviewed publicly available compensation data of industry competitors and analyzed generalized market trends of performance-based incentives. In working to strike a balance between incentive and non-incentive-based compensation, the Compensation Committee considered the considerable growth that the Company had experienced and the challenges in retaining top talent in the Company’s competitive industry. The Compensation Committee also took into account the entire mix of pay, and did not focus solely on salary, for purposes of bringing these executive officers’ total compensation in line with what the Compensation Committee believed to be competitive with the Company’s market competitors. The final terms of the employment agreements followed extensive negotiations involving the Compensation Committee, Messrs. Haahr, Hanson, and Herrick, and their respective counsel. The Compensation Committee believes that these employment agreements are necessary for the continued retention of these executive officers in an extremely competitive market for talent and to provide compensation opportunities that are competitive based on the Company’s market competitors. The compensation approval process, which is generally undertaken in the last two months of each fiscal year, consists of annual performance evaluations that are completed by each executive officer’s immediate supervisor. Based on that individual evaluation, the relevant metrics for Company performance, and updated generally available salary data on comparable positions, and subject to the terms of any applicable employment agreements, the Chairman and Chief Executive Officer prepared proposed salary adjustments for all executives other than himself for fiscal 2017. The Compensation Committee makes salary adjustment recommendations to the Board of Directors with respect to the compensation of the Chairman and Chief Executive Officer and the remaining executive officers for review, discussion and approval. As noted above, the Compensation Committee also approved new employment agreements for certain NEOs, effective for fiscal 2017 which included salary adjustments for these executive officers. The full Board of Directors, with affected executive officers recusing themselves and abstaining from voting when appropriate, then reviews the recommendations of the Compensation Committee and approves the final compensation amounts. Equity awards are awarded by the Compensation Committee without review or approval by the Board of Directors. Regarding the compensation components, salary adjustments were effective on September 30, 2017. Meta Financial Group, Inc. | 2017 Proxy Statement 23