CASH 2017 Proxy Statement

EXECUTIVE COMPENSATION competence demonstrated in carrying out the responsibilities of the position; and the ability to plan and respond to changing circumstances. No specific quantitative goals are established for these factors in the determination of base compensation; however, quantitative achievements and market leadership are used in part in the determination of incentive compensation (discussed more fully below). The goals and objectives, as outlined in the Company’s strategic business plan, are also factors in the measurement of individual performance. The employment agreements for Messrs. Haahr, Hanson, and Herrick provide for a base salary of $775,000, $775,000, and $400,000, respectively, for fiscal 2017, and $813,750, $813,750, and $425,000, respectively, for fiscal 2018. In September 2017, the Compensation Committee increased Mr. Herrick’s base salary from $425,000 to $450,000 following a review of updated compensation data. The base salaries for Messrs. Haahr, Hanson, and Herrick are generally above the 75 th percentile of what the Company considers its competitors or peer group. However, the total compensation for Messrs. Haahr, Hanson, and Herrick are well within the 40 th -75 th percentile range of the Company’s competitors. The Compensation Committee deviated from its typical range of salary increases with respect to the negotiation of these employment agreements due to the concern about the prior salary ranges and market competitiveness. Additionally, the Compensation Committee believes that the salaries for Messrs. Haahr, Hanson, and Herrick also reflect the increased responsibility and roles that these executive officers have taken on to grow the Company and their extraordinary efforts to build value for shareholders. Annual Cash and Equity Incentive Compensation A program of incentive compensation has been established to reward those officers who provide a level of performance for the Company that warrants recognition in the form of compensation above base compensation amounts. Incentive compensation is based upon (i) performance by the individual, and (ii) overall Company performance. The Compensation Committee determined the size of the Company’s annual cash and equity incentive awards. The employment agreements for Messrs. Haahr, Hanson, and Herrick provide for a target bonus under the annual bonus program of 133.3%, 133.3%, and 105.0% of annual base salary, respectively. For each of the Company’s NEOs, the Committee set a maximum aggregate amount of incentive compensation (for both cash and equity) that may be payable to such NEO, with maximum amounts ranging from 112.5–200.0% of base salary. These percentages were based on the position of the NEO, with positions of greatest responsibility (i.e., CEO and President) assigned the maximum percentage of 200% and those NEOs with lesser responsibilities assigned percentages ranging from 112.5 – 157.5%. Of the respective maximum percentages of incentive compensation payable, 62.5% of such amount was paid in restricted stock and 37.5% was paid in cash for the CEO and President, 47.6% was paid in cash and 52.4% was paid in restricted stock for the CFO. Incentive compensation was not paid to any other NEO for fiscal 2017. Cash Incentive Awards. As set forth below, for the cash incentive awards for fiscal 2017, the Committee determined that 80% of the potential incentive awards would be based solely on Company performance and the remaining 20% would be based on a combination of Company and individual performance. For the 80% based solely on Company performance, the Committee set metrics in four areas, allocating 20% each to the achievement of the following four metrics: • Adjusted earnings per share (“EPS”) • Adjusted return on equity (“ROE”) • Asset quality • Deposit growth 26 Meta Financial Group, Inc. | 2017 Proxy Statement