CASH 2018 Proxy Statement

COMPENSATION OF DIRECTORS The following table sets forth compensation information for the fiscal year ended September 30, 2018, for the Company’s non ‑ employee directors. Compensation for each director who is a “named executive officer” is included in the “Summary Compensation Table” below. Director compensation is determined by the full Board of Directors. In April 2017, the Compensation Committee retained Mercer (US) Inc. to provide advice concerning director compensation. Mercer assessed competitive director compensation levels using the same peer group used to assess executive compensation levels. Mercer then developed recommendations to position the Company's program approximately at competitive median levels. For a discussion of the stock ownership guidelines for non ‑ employee directors adopted by the Compensation Committee, effective January 1, 2018, please see the above sub ‑ section titled “Stock Ownership Guidelines” in the “Corporate Governance” section of this proxy statement. The elements of compensation paid to the Company’s and MetaBank’s non ‑ employee directors during the year ended September 30, 2018 were as follows: • A prorated annual retainer of $20,000 through December 31, 2017 and a prorated annual retainer of $27,500 thereafter for service on the Company Board through the remainder of fiscal 2018; • A prorated annual retainer of $15,000 through December 31, 2017 and a prorated annual retainer of $22,500 thereafter for service on the MetaBank Board through the remainder of fiscal 2018; • A fee of $1,250 for each meeting attended of the MetaBank Board through December 2017; • An annual retainer of $15,000 for the vice chairman of the Company Board; • An annual retainer of $5,000 for the vice chairman of the MetaBank Board; • An annual retainer of $10,500 for the chairman of the Company's and MetaBank's Audit Committee; • An annual retainer of $5,000 for directors on the Company's and MetaBank’s Audit Committee; • An annual retainer of $6,500 for the chairman of the Company's Compensation and Nominating Committees; • An annual retainer of $2,500 for directors on the Company's and MetaBank’s Compensation and Nominating Committees; • An annual retainer of $5,500 for the chairman of MetaBank's Compensation and Nominating Committee; • An annual retainer of $12,000 for the chairman of MetaBank's Risk Committee; • An annual retainer of $5,000 for directors on MetaBank's Risk and Credit Committees; • Restricted stock awards of 3,900 shares of the Company’s Common Stock granted under the Meta Financial Group, Inc. Amended and Restated 2002 Omnibus Incentive Plan (the "2002 Plan") on January 22, 2018 to directors on the Company's Board, vesting immediately; and • Reimbursement for out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Director Compensation Name Fee Earned or Paid in Cash ($) Stock Awards ($) (1) Total ($) Douglas J. Hajek $ 86,356 $ 136,435 $ 222,791 Elizabeth G. Hoople $ 101,349 $ 136,435 $ 237,784 Michael R. Kramer (2) $ 31,117 $ 48,656 $ 79,773 Frederick V. Moore $ 114,458 $ 136,435 $ 250,893 Becky S. Shulman $ 86,785 $ 136,435 $ 223,220 Kendall E. Stork $ 100,634 $ 136,435 $ 237,069 W. David Tull (2) $ 34,649 $ 48,656 $ 83,305 (1) Awards for 2018 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 2018 Annual Report on Form 10-K. (2) Messrs. Kramer and Tull received pro-rated retainer payments for service on the Board of Directors from August 2018 through December 2018 totaling $29,167 and $33,333, respectively. Each of Messrs. Kramer and Tull also received a pro-rated restricted stock award of 542 shares (or 1,626 shares of Meta Financial Common Stock, adjusting for the Company's completion of a three-for-one forward stock split with respect to its common stock, payable in the form of a stock dividend on October 4, 2018 to stockholders of record on September 30, 2018 (the "Stock Split")), granted on August 1, 2018 at the time of the Crestmark Acquisition, which shares were immediately vested. COMPENSATION OF DIRECTORS Meta Financial Group, Inc. | 2018 Proxy Statement 17