CASH 2018 Proxy Statement

MEETINGS AND COMMITTEES Meetings Meetings of the Board of Directors are generally held on a monthly basis. The Board of Directors conducted 11 regular meetings and four special meetings during fiscal 2018. During fiscal 2018, each director attended at least 75% of the total number of Board meetings and at least 75% of the total number of meetings of the committees on which he or she served during the period he or she served as a director or Committee member. Committees During fiscal 2018, the Board of Directors of Meta Financial had an Audit Committee, Compensation Committee and Nominating Committee. Charters of each of the committees can be found on the Company’s website at www.metafinancialgroup.com, “Governance - Committee Charters.” The current committee assignments are shown below: Committees Audit Compensation Nominating Douglas J. Hajek ü ü Elizabeth G. Hoople ü CHAIR Michael R. Kramer ü ü Frederick V. Moore ü CHAIR ü Becky S. Shulman ü ü ü Kendall E. Stork CHAIR ü ü W. David Tull ü ü ü The Audit Committee. The Audit Committee met five times during fiscal 2018. The functions of the Audit Committee are to assist the Board of Directors in fulfilling its oversight responsibilities related to: (i) the integrity of the Company’s financial statements and the Company’s accounting and financial reporting process and financial statement audits, (ii) the registered public accounting firm’s (independent auditor) qualifications and independence, (iii) the performance of the Company’s internal audit function and independent auditors, (iv) the Company’s compliance with legal and regulatory requirements, (v) the lending credit review function, and (vi) the Company’s systems of disclosure controls and procedures, internal controls over financial reporting, and compliance with ethical standards adopted by the Company. The Compensation Committee. The Compensation Committee met eight times during fiscal 2018. The Compensation Committee’s general purpose is to establish and review the overall compensation philosophy of the Company, and discharge the Board of Director’s responsibilities relating to the compensation of the Company’s executive officers (within the meaning of Rule 3b ‑ 7 of the Exchange Act), as well as the executive compensation plans of the Company. The Compensation Committee has the authority and responsibility to: (i) directly oversee and review the Company’s human resource programs for executive officers, (ii) review the Company’s executive officer compensation programs in light of the overall compensation philosophy, (iii) review and approve the compensation of the Company’s Chief Executive Officer and other executive officers, (iv) review the corporate goals and objectives relevant to the evaluation and compensation of the Company’s executive officers, and (v) review and approve any employment, severance, change ‑ in ‑ control or termination agreements to be made with any executive officer; such review and approval will include a recommendation to the Board as to whether it is appropriate and permissible under applicable state and federal regulations for the Company and MetaBank to include clawback provisions in any new or renegotiated employment, consulting or similar agreements permitting the Company or MetaBank to clawback payments, compensation or other benefits to any executive officer who has been found or has admitted to knowingly participating in any illegal activity. The Compensation Committee also has the sole authority to retain any compensation consultants hired to assist in the evaluation of executive officer compensation. In April 2017, the Compensation Committee retained Mercer (US) Inc. to provide advice concerning executive and director compensation. The Compensation Committee may also delegate its authority to subcommittees as it deems appropriate and, to the extent permitted by applicable law, delegate to one or more executive officers of the Company the authority, within guidelines established by the Compensation Committee, to approve equity compensation awards under established equity compensation plans of the Company to employees other than those subject to Section 16 of the Exchange Act and other officers of the Company. The Compensation Committee may also delegate any non ‑ discretionary administrative authority under Company compensation and benefit plans, consistent with any limitations specified in the applicable plans. MEETINGS AND COMMITTEES 12 Meta Financial Group, Inc. | 2018 Proxy Statement