CASH 2018 Proxy Statement

EXECUTIVE COMPENSATION Compensation Discussion and Analysis for Fiscal Year 2018 The Compensation Committee of the Board has designed the Company’s executive compensation program to incentivize continued growth in shareholder value while providing appropriate incentives to retain key talent in the extremely competitive markets in which the Company does business. The discussion and tables that follow detail the Company’s compensation program for fiscal year 2018 for its executive officers and highlight the Compensation Committee’s decisions about changes made in consideration of shareholder feedback. It also explains how the compensation program is designed to retain the Company's talented executive team and incentivizes the team to continue to grow shareholder value. Named Executive Officers This Compensation Discussion and Analysis (“CD&A”) discusses the material elements of compensation for the Company’s executive officers identified in the Summary Compensation Table (the “named executive officers” or “NEOs”). For the fiscal year ended September 30, 2018, the NEOs were: Named Executive Officer Title J. Tyler Haahr Chairman of the Board (“COB”) and Chief Executive Officer* Bradley C. Hanson President** Glen W. Herrick Executive Vice President, Chief Financial Officer, and Secretary Michael K. Goik Executive Vice President and Head of Commercial Finance Sheree S. Thornsberry Executive Vice President and Head of Payments Shelly A. Schneekloth Executive Vice President and Chief Operations Officer *Mr. Haahr stepped down as CEO effective October 30, 2018, and will remain Chairman of the Board until the date of the Annual Stockholder Meeting. **Mr. Hanson was appointed CEO effective October 30, 2018. 2018 Performance Results and Pay Outcomes The Company met or exceeded its annual incentive plan financial targets for 2018, which along with other company and individual achievements, entitled the CEO, President and CFO to 133% of their target cash incentive awards and all other executive officers to 149% of their target cash incentive awards. Similarly, the Company met or exceeded its equity incentive plan financial targets for 2018, which along with other company and individual achievements, entitled the CEO, President and CFO to 121% of their target equity incentive awards and all other executive officers to 136% of their target equity incentive awards. In addition to these strong financial results, our leadership team completed the strategic acquisition of Crestmark, which has provided business-to-business commercial financing for over 21 years. The acquisition gives Meta a national commercial and industrial lending platform and presents synergistic opportunities for the Company's commercial insurance premium financing division. Say-on-Pay and Shareholder Engagement The Compensation Committee considers whether the Company’s executive compensation and benefits program serves the long-term interests of the Company’s shareholders. As part of its on-going review of the program, the Compensation Committee considered the approval by approximately 61% of the votes cast for the Company’s “say-on-pay” vote at the 2018 annual meeting, which was a decline from last year’s 89% support. In response to this vote result, the Compensation Committee conducted extensive outreach to shareholders to better understand their perspectives on the Company’s executive pay program. The outreach included the following: EXECUTIVE COMPENSATION 22 Meta Financial Group, Inc. | 2018 Proxy Statement