CASH 2017 Proxy Statement

EXECUTIVE COMPENSATION Code Section 162(m) limits deductibility of compensation in excess of $1 million paid to the Company’s CEO and to each of the other three highest paid executive officers (not including the Company’s chief financial officer) unless this compensation qualifies as “performance-based” compensation and satisfies other specific requirements under Code Section 162(m). Based on the applicable tax regulations, taxable compensation derived from the exercise of stock options by senior executive officers under the 2002 Plan should qualify as performance-based for purposes of Code Section 162(m). The Compensation Committee currently intends to maximize the tax deductibility of compensation other than stock options paid to executive officers where possible. However, the Compensation Committee also realizes that in order to attract and retain individuals with superior talent and for other purposes determined to be valuable, it may pay compensation to our executive officers that may not be deductible due to the limit imposed by Code Section 162(m). A summary of the base salaries, annual cash incentive bonuses and equity incentive compensation paid or awarded to each NEO for fiscal 2017 is provided in the table below: Cash Incentive Bonus Equity Incentive Compensation Stock Awards Name Base Salary Percentage of Base Salary Amount ($) Percentage of Base Salary Number of Shares Acquired (#) (1) J. Tyler Haahr $775,000 73.77% $571,752 122.96% 11,211 Bradley C. Hanson $775,000 73.77% $571,752 122.96% 11,211 Glen W. Herrick $400,000 73.75% $294,998 81.19% 3,821 (1) One-third of these shares vest on each of October 11, 2017, 2018 and 2019. Special Incentive Awards As an inducement to Messrs. Haahr, Hanson, and Herrick entering into the employment agreements with restrictive covenants which they were not previously subject, the executive officers received equity awards. Messrs. Haahr and Hanson both received restricted stock awards under the 2002 Plan on November 16, 2016 of 89,156 shares and on January 1, 2017 of 10,844 shares of the Company’s common stock. The January 1, 2017 grant was the second tranche of the special incentive award for Messrs. Haahr and Hanson. Mr. Herrick received restricted stock awards under the 2002 Plan on December 2, 2016 of 60,000 shares of the Company’s common stock. Each of these restricted stock awards will vest ratably over an eight-year period (ending October 1, 2024), provided that the executive maintains continuous service through such eight-year performance period and the performance goals are satisfied for each measurement period during the performance period. The performance criteria for these restricted stock awards requires the Compensation Committee, following the four quarters ending June 30 th immediately preceding each vesting date in the restricted stock agreements, to certify whether the Company has satisfied capital requirements under the Basel III Capital Rules or such other capital requirements as may be promulgated by the Federal Reserve and the Office of the Comptroller of the Currency; provided that for the October 1, 2017 vesting date, the measurement period was the period beginning January 1, 2017 and ending June 30, 2017. If the Compensation Committee determines that the Company has not satisfied these capital requirements, the number of restricted shares for that determination period will be forfeited. The Compensation Committee determined that the performance criteria and vesting period (using an eight-year period as opposed to the Company’s more typical three-year vesting period) were appropriate to incentivize these executive officers to continue providing high-level services to the Company and its shareholders. Retirement Benefits Most of our employees, including all of our NEOs, participate in the MetaBank Profit Sharing 401(k) Plan and the Meta Financial Group, Inc. Employee Stock Ownership Plan. Our NEOs also participate in the Meta Financial Group, Inc. | 2017 Proxy Statement 29