CASH 2018 Proxy Statement

of achievement and anticipation of continued performance. Internal pay equity is also considered. Base compensation is reviewed by the Compensation Committee and recommendations are made to the Board of Directors at least annually and adjusted by the Board as appropriate. A review of individual performance includes factors that demonstrate conformity with the responsibility for the safe and sound operation of the Company. The relevance of specific factors varies based on the individual position and includes items such as compliance with internal policies, accepted business practices and regulatory requirements; observed leadership and administrative abilities; level of technical competence demonstrated in carrying out the responsibilities of the position; and ability to plan and respond to changing circumstances. For fiscal 2018, the base salaries of Messrs. Haahr, Hanson, and Herrick were increased to $814,000, $814,000, and $450,000, respectively. The respective employment agreements for Messrs. Haahr, Hanson and Herrick established base salary increases with respect to fiscal 2018. The Compensation Committee agreed to such salary increases due to concerns about market competitiveness and continued retention of the executives. Mr. Herrick's negotiated salary increase under his employment agreement was originally scheduled to increase to $425,000 for fiscal 2018. However, after the Compensation Committee's review of updated compensation data in September 2017 and in considering another fiscal year of Company and individual performance, the Compensation Committee decided to further increase Mr. Herrick's base salary to $450,000 for fiscal 2018, after concluding that $425,000 would have put Mr. Herrick's base salary below the Company's peer groupmedian base salary. In connection with the Crestmark Acquisition,MetaBank and Mr. Goik entered into an employment agreement that included an annual base salary of $435,000 effective as of the closing date of the Crestmark Acquisition. The Compensation Committee believes that the salaries for the NEOs appropriately reflect the responsibility and roles these executive officers have in growing the Company, and their extraordinary efforts to build value for shareholders. 2017 and 2018 Base Salaries Named Executive Officer Fiscal Year 2017 Salary Fiscal Year 2018 Salary % Change J. Tyler Haahr $775,000 $814,000 5.0% Bradley C. Hanson $775,000 $814,000 5.0% Glen W. Herrick $400,000 $450,000 12.5% Michael K. Goik N/A $435,000 N/A Sheree S. Thornsberry N/A $375,000 N/A Shelly A. Schneekloth N/A $330,000 N/A Incentive Awards The goal of the incentive program is to reward executive officers for the performance of the Company, considering both corporate and individual performance. Each NEO has an opportunity to receive an annual incentive award that is delivered part in cash and part in equity (currently, restricted stock), with a slightly lower portion in cash for the CEO and President. Annual awards are contingent on meeting predefined corporate and/or individual goals with a strong emphasis on corporate goals. The weighting of the goals will vary based on the scope of responsibilities of each executive’s job; however, corporate performance will be weighted 80% at a minimum. The total target incentives, cash portion and equity portion, as a percentage of base salary for fiscal 2018 are set forth in the following table: EXECUTIVE COMPENSATION Meta Financial Group, Inc. | 2018 Proxy Statement 27