CASH 2018 Proxy Statement
What We Do What We Don’t Do Link executive pay to company performance through annual and equity incentive awards No single-trigger change-in-control provisions Balance among cash and equity incentives and fixed and variable pay No aspect of the pay policies or practices pose material adverse risk to the Company Compare executive compensation and company performance to relevant peer group companies No excise tax gross-ups related to change-in-control transactions Require executives to meet minimum stock ownership requirements Include compensation clawback provision in employment agreements Provide limited perquisites Executive Compensation Principles The Company has developed the following executive compensation principles to guide its pay practices and decisions in recruiting, retaining, and rewarding highly qualified executive talent. The Company's approach is intended to encourage and reward executive officers for achieving and maintaining superior levels of performance that contribute to long-term shareholder value while also complying with the federal rules and regulations governing financial institutions. These principles are intended as guidelines that do not require precise compliance, and actual practice may vary according to business conditions, individual background and performance, and other factors. Competitive Positioning The Company generally targets the 50th percentile for experienced incumbents who consistently meet performance expectations, with actual application based on specific individual factors, such as: • Targets for newly-hired executives and those with less experience would be below the market 50th percentile • Targets for executives with significant experience would be higher than the market 50th percentile Pay Mix A significant portion of each executive’s total compensation package is driven by performance to align executive interests with those of shareholders, and to reward them for increasing the shareholder value of the enterprise and/or for individual goal achievement. The bar graph below shows that 73% of the CEO’s and 52% on average of the other NEOs’ total compensation is performance-based and at-risk. Base Annual Cash Incentive Equity Incentive MIX OF PAY 0 20 40 60 80 100 Percentage Haahr, J. Tyler Hanson, Bradley C. Herrick, Glen W. Goik, Michael K. Thornsberry, Sheree S. Schneekloth, Shelly A. 27.2% 27.2% 35.7% 52.6% 57.2% 66.6% 27.3% 27.3% 26.5% 23.7% 21.4% 16.7% 45.5% 45.5% 37.8% 23.7% 21.4% 16.7% EXECUTIVE COMPENSATION 24 Meta Financial Group, Inc. | 2018 Proxy Statement
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