CASH 2018 Proxy Statement

CORPORATE GOVERNANCE Code of Ethics The Company has adopted a written code of ethics within the meaning of Item 406 of SEC Regulation S-K, which applies to our principal executive officer and senior financial officers, a copy of which can be found on the Company’s website at www.metafinancialgroup.com , “Governance – Governance Documents.” If we make substantive amendments to the Code of Ethics that are applicable to our principal executive or financial officers, we will disclose the nature of such amendments or waiver in a report on Form 8-K in a timely manner. Separation of Board Chairman and CEO While the Board of Directors has no formal policy requiring the separation of the positions of Chairman of the Board and Chief Executive Officer, effective following the Annual Meeting, Frederick V. Moore, the current independent Vice Chairman of the Board and Lead Director has been appointed to serve as Chairman of the Board. The Board has determined that separating the Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company, allowing the Chairman to focus on Board matters, and the current President and Chief Executive Officer, Mr. Hanson, to focus on the Company's day-to-day operations. The Board believes the Company is well-served by this leadership structure. Lead Director In January 2014, the Board elected Frederick V. Moore to serve as the Lead Director. In Mr. Moore’s capacity as Lead Director, among other things, he has been responsible for leading executive sessions of the independent directors and serving as the principal liaison between the Chairman and the independent directors. In October 2018, Mr. Moore was appointed to serve as Chairman of the Board effective following the Annual Meeting, at which time, it is expected the Company will no longer have (and it is expected the Board will not appoint) a Lead Director. Stock Ownership Guidelines To further align the interests of our executive officers and non ‑ employee directors with those of the Company’s stockholders, the Compensation Committee has approved stock ownership guidelines for our executive officers and non ‑ employee directors. These guidelines were effective January 1, 2018 for our non-employee directors, President, Chief Executive Officer and Chief Financial Officer and effective December 2018 for our other executive officers. These guidelines provide, among other things, that: • each non ‑ employee director must hold a minimum number of shares of our Common Stock having a market value equal to three times each such director’s annual cash retainer; • our President and Chief Executive Officer must hold a minimum number of shares of our Common Stock having a market value equal to five times such officer’s annual base salary; • our Chief Financial Officer must hold a minimum number of shares of our Common Stock having a market value equal to three times such officer’s annual base salary; • our other executive officers must hold a minimum number of shares of our Common Stock having a market value equal to one times such officer's annual base salary; • the minimum stock ownership levels must be achieved by each non ‑ employee director and executive officer listed above within five years of the effective date of such guidelines; • until such minimum stock ownership requirement is met, each non ‑ employee director and executive officer subject to these guidelines must hold at least fifty percent (50%) of the net shares of Common Stock owned by such director and executive officer as of January 1, 2018, the effective date of the guidelines. For this purpose, the term “net shares” of Common Stock includes shares held outright, stock equivalents (e.g., stock units), shares held in benefit plans and unvested restricted stock, but such term excludes unexercised stock options and unvested performance awards; • to the extent these guidelines would place a severe hardship on such executive officer or non ‑ employee director, the Compensation Committee will make the final decision as to developing an alternative stock ownership guideline that reflects both the intention of these guidelines and the personal circumstances of such executive officer or non ‑ employee director; and • the Compensation Committee will review progress towards satisfying such guidelines at least annually. Persons subject to the guidelines have five years to comply with the ownership requirements. CORPORATE GOVERNANCE 14 Meta Financial Group, Inc. | 2018 Proxy Statement