CASH 2017 Proxy Statement
EXECUTIVE COMPENSATION Consideration of Say-On-Pay Voting Results As noted above, in its compensation review process, the Compensation Committee considers whether the Company’s executive compensation and benefits program serves the long-term interests of the Company’s stockholders. In that respect, as part of its on-going review of the Company’s executive compensation program, the Compensation Committee considered the approval by approximately 89% of the votes cast for the Company’s “say-on-pay” vote at the Company’s 2017 annual meeting. Based in part on such vote, the Compensation Committee determined that the Company’s executive compensation objectives and compensation elements continued to be appropriate and did not make changes in response to such “say-on-pay” vote. Compensation Tables The following table sets forth compensation information for the fiscal year ended September 30, 2017, for the Company’s named executive officers. Summary Compensation Table Name and Principal Position Year Salary ($) Stock Awards ($) (1) (2) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) J. Tyler Haahr 2017 $775,000 $9,905,416 $ — $571,752 $641,585 (3) $11,893,752 Chairman of the 2016 576,965 390,139 — 431,929 144,610 1,543,644 Board and Chief Executive Officer 2015 550,000 282,533 40,759 443,430 127,745 1,444,467 Bradley C. Hanson 2017 $775,000 $9,905,416 $ — $571,752 $388,724 (4) $11,640,891 President 2016 575,767 390,139 — 431,929 136,426 1,534,262 2015 550,000 282,533 6,160 443,430 113,922 1,396,045 Glen W. Herrick 2017 $400,000 $5,635,406 $ — $294,998 $148,130 (5) $ 6,478,535 Executive Vice 2016 301,966 208,774 — 238,368 71,180 820,289 President, Chief Financial Officer and Secretary 2015 255,000 130,130 — 200,126 48,514 633,770 Sheree Thornsberry 2017 $ — $ 747,000 $ — $ — $ — $ 747,000 Executive Vice President and Head of Payments (6) Cynthia Smith 2017 $331,940 $ 140,680 $ — $ — $843,956 (8) $ 1,316,576 Former Executive Vice President and Chief Operating Officer (7) 2016 241,463 46,993 — 140,625 19,044 448,125 (1) Awards reflect the aggregate grant date fair value of awards. The assumptions used in the calculation of these amounts are disclosed in Note 11 to our Consolidated Financial Statements included in our fiscal 2017 Annual Report on Form 10-K. (2) Includes bonuses paid in fully vested shares of restricted stock on October 12, 2015 with respect to the fiscal year ended September 30, 2015. Includes bonuses paid in shares of restricted stock on October 11, 2016 with respect to the fiscal year ended September 30, 2016, one third of which vested on each of October 11, 2016 and 2017, and one third of which vests on October 11, 2018. For Messrs. Haahr, Hanson and Herrick in 2017, includes shares of restricted stock awarded in connection with executing employment agreements containing restrictive covenants they were not previously subject to, with a grant date fair value of $9,108,683, $9,108,683 and $5,397,000, respectively, each of which shares vest ratably over an eight-year period (ending on October 1, 2024) (see “Compensation Discussion & Analysis – Special Incentive Awards” above for a discussion of the performance targets and vesting provisions with respect to these awards). For Messrs. Haahr and Hanson, includes fully vested shares of restricted stock awarded as director compensation with grant date fair values of $18,684 for 2015, $20,746 for 2016 and $76,800 for 2017. For Mr. Herrick, includes fully vested shares of restricted stock awarded as a hiring bonus with a grant date fair value of $25,670 for 2015. For Ms. Thornsberry, includes shares of restricted stock awarded as a hiring bonus with a grant date fair value of $747,000, one quarter of which vests on December 24, 2017 and each of September 25, 2018, 2019 and 2020. For Ms. Smith, a total of 2,119 shares were granted on October 11, 2016 with a grant date fair value of $140,680, with one-third of the shares vesting on each of October 11, 2016, 2017, and 2018. Due to Ms. Smith’s separation from the Company in August 2017, 1,412 shares were forfeited. Meta Financial Group, Inc. | 2017 Proxy Statement 31
Made with FlippingBook
RkJQdWJsaXNoZXIy NTIzNDI0