CASH 2017 Proxy Statement
EXECUTIVE COMPENSATION performance, one-half of the 80% was based on net income, one-fourth of the 80% was based on total shareholder return, and one-fourth of the 80% was based on total loan growth. The net income metric was adjusted for significant and direct noncore items such as acquisition expenses, gain or loss on sale of securities, and noncash NEO equity grants. The total shareholder return metric was based on the Company’s relative performance against the NASDAQ Bank Index, Russell 2000 Index, and an index of payment company peers. The total loan growth metric was based on loan growth for the Bank. The 20% based on a combination of Company and individual performance was determined on a discretionary basis, with the Committee considering such factors as the Company’s trailing three- and five-year performance, the Company’s development of new products and services, the Company’s addition and growth of partners and customers, and the applicable NEO’s individual contribution to the Company’s overall performance, without allocating any specific percentages to these factors. As described in the table below, for the performance metrics relating solely to Company performance, the Committee established threshold, target, and maximum performance levels. After comparing the Company’s actual fiscal 2017 performance to the performance levels, the Committee determined that each NEO was entitled to 98.37% of equity incentive compensation applicable to them. Performance Metric Threshold Target Maximum Actual Performance Maximum Percentage Multiplier Actual Percentage Multiplier Adjusted Net Income $38.032M $40.716M $43.399M $63.322M 40.00% 40.00% Total Shareholder Return 15.00% 35.00% 65.00% 57.56% 20.00% 18.37% Total Loan Growth 2.60% 6.00% 12.50% 40.01% 20.00% 20.00% Other Considerations (Discretionary) N/A N/A N/A N/A 20.00% 20.00% Total 100.00% 98.37% For each NEO, the actual percentage multiplier of 98.37% for fiscal 2017 was multiplied by both the maximum equity incentive compensation percentage and such NEO’s base salary, and the product was used to determine the equity incentive compensation awarded to such NEO. The equity incentive awards made to the NEOs, based on actual performance relative to performance targets established by the Committee for fiscal 2017, were as follows: Name Equity Incentive Awards (Number of Shares of Restricted Stock) Actual Equity Incentive Award as a Percentage of Base Salary Maximum Potential Equity Incentive Award as a Percentage of Base Salary J. Tyler Haahr 11,211 122.96% 125.00% Bradley C. Hanson 11,211 122.96% 125.00% Glen W. Herrick 3,821 81.19% 82.53% The number of shares of stock awarded was determined by taking the indicated percentage multiplied by base salary, and then divided by a fixed price of $85 (which was the closing stock price on October 11 , 2017). For grants related to fiscal 2017 compensation, one-third of such stock grants were immediately vested on the date of grant, one-third vest on the first anniversary of the date of grant, and the remaining one-third vest on the second anniversary of the date of grant. The executive officer compensation program is reviewed by the Board of Directors on an annual basis and revised as considered necessary. Except as described below with respect to the employment agreements, once awarded, incentive payments or awards may not be recovered by the Company (i.e., the Company does not use “clawback” provisions with respect to its compensation packages). 28 Meta Financial Group, Inc. | 2017 Proxy Statement
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