CASH 2018 Proxy Statement

Total Direct Compensation A summary of the base salaries, annual cash incentive awards and equity incentive compensation paid or awarded to each NEO for fiscal 2018 is provided in the table below: Cash Incentive Awards* Equity Incentive Awards* Total Compensation* Name Base Salary Percentage of Base Salary Amount Percentage of Base Salary Number of Shares Acquired (#) (1) J. Tyler Haahr $814 133.9% $1,090 202.5% 65,639 $3,552 Bradley C. Hanson $814 133.9% $1,090 202.5% 65,639 $3,552 Glen W. Herrick $450 99.2% $447 128.5% 23,028 $1,475 Michael K. Goik (2) $435 50.3% $219 46.0% 7,973 $491 Sheree S. Thornsberry $375 55.8% $209 51.1% 7,637 $776 Shelly A. Schneekloth (3) $330 37.2% $123 34.1% 4,480 $524 *Amounts include the value of equity incentive awards, based on a closing price of Meta Financial Common Stock on the grant date and dollars are presented in thousands and rounded. (1) These shares vest as described above in the "Equity Incentive Awards" section and are presented on a post-Stock Split basis. (2) Total Compensation shows pro rata salary for two months, from the date of consummation of the Crestmark Acquisition through September 30, 2018, plus cash and equity bonus. (3) Total Compensation shows pro rata salary for 10 and a half months, from the commencement of employment with the Company through September 30, 2018, plus cash and equity bonus. Special Incentive Awards As an inducement toMessrs. Haahr,Hanson, and Herrick to enter into employment agreements with restrictive covenants to which they were not previously subject, these three executive officers received special long-term, performance-based equity awards. Each of these restricted stock awards vests ratably over an eight-year period (ending October 1, 2024), provided that the executive maintains continuous service through the eight-year performance period and the performance goals are satisfied for each measurement period during the performance period. If the performance goals for a specified period are not met, the restricted shares awarded for that period will be forfeited. The Compensation Committee determined that the performance criteria and vesting period (using an eight-year period as opposed to the Company’s more typical three-year vesting period) were appropriate to incentivize these executive officers to continue providing high-level services to the Company and its shareholders over the long term. Mr. Goik received a one-time grant of 42,481 shares of restricted stock (or 127,443 shares of restricted stock, adjusting for the effect of the Stock Split) with a grant date value of $3,778,685. Each of Messrs. Haahr and Hanson received restricted stock awards under the 2002 Plan of (i) 89,156 shares (or 267,468 shares, adjusting for the effect of the Stock Split) of Meta Financial Common Stock on November 16, 2016 and (ii) 10,844 shares (or 32,532 shares, adjusting for the effect of the Stock Split) of Meta Financial Common Stock on January 1, 2017, in each case, subject to performance vesting conditions and other terms in such individual's performance-based restricted stock award agreement. Mr. Herrick received restricted stock awards under the 2002 Plan on December 2, 2016 of 60,000 shares (or 180,000 shares, adjusting for the effect of the Stock Split) of Meta Financial Common Stock. The performance criteria for these restricted stock awards requires the Compensation Committee, following the four quarters ending June 30th immediately preceding each vesting date in the restricted stock agreements, to certify whether the Company has satisfied capital requirements under the Basel III Capital Rules or such other capital requirements as may be promulgated by the Federal Reserve and the Office of the Comptroller of the Currency; provided that for the October 1, 2017 vesting date, the measurement period was the period beginning January 1, 2017 and ending June 30, 2017. If the Compensation Committee determines that the Company has not satisfied these capital requirements, the number of restricted shares for that determination period will be forfeited. EXECUTIVE COMPENSATION 32 Meta Financial Group, Inc. | 2018 Proxy Statement