CASH 2018 Proxy Statement

Signing Bonuses and Crestmark Acquisition-related Awards In connection with the Crestmark Acquisition, MetaBank and Mr. Goik negotiated a $2.2 million signing bonus, payable within 30 days of the closing date of the transaction. The Compensation Committee determined that this signing bonus was appropriate to recognize the important role Mr. Goik was expected to play in the overall Company going forward. Further, Mr. Goik was awarded restricted stock in connection with the closing of the transaction, subject to a six-year vesting requirement. Additional detail surrounding the value of the restricted stock grant is included in the "Summary Compensation Table" below. Ms. Schneekloth received a one-time signing bonus of $20,000 paid the first full pay period after her employment start date and a $10,000 bonus payment related to the Crestmark Acquisition. Benefits The Company provides competitive core benefits to all of its employees, including the executive officers. The Company generally chooses not to emphasize supplemental benefits for its executive officers, preferring to provide greater opportunities in the variable components of direct compensation. On a case-by-case basis and with prior approval by the Board, the Company may provide additional benefits or grandfather executive officers under previous benefit plans. These programs will vary by executive and will often be influenced by factors such as position, responsibility, tenure, performance, and the circumstances surrounding the executive joining the Company. Retirement Benefits Most of our employees, including the NEOs, participate in the MetaBank Profit Sharing 401(k) Plan and the Meta Financial Group, Inc. Employee Stock Ownership Plan. Our NEOs also participate in the Supplemental Employees’ Investment Plan for Salaried Employees (known as the “Benefit Equalization Plan” or “BEP”) and related Trust Agreement. This plan is an excess benefit plan that provides for employer contributions to the extent that Code Section 401(a)(17) and/ or Code Section 415 limits the amounts that may be contributed to a participant’s qualified retirement plan account. Benefits payable under the BEP are designed to be taxable as ordinary income at the time of distribution (for additional details, see “Nonqualified Deferred Compensation Plans”). Perquisites and Other Personal Benefits To better enable the Company to attract and retain superior employees for key positions, it provides the NEOs with limited perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with the Company’s overall compensation program. The Company may provide perquisites necessary for an executive to efficiently and effectively perform his/her duties, such as cell phone, reimbursement of social club dues, auto allowance, etc. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs. Attributed costs of the perquisites and personal benefits for the NEOs for fiscal 2018 are included in the “Summary Compensation Table” below. The costs shown are for personal use of a Company-provided automobile (based on mileage driven and depreciation), life insurance premiums, personal use of a Company-paid country club membership, tax gross- ups and a gift card given to all employees as a holiday and fiscal year-end bonus, and are taxable income to the NEOs who received these perquisites and personal benefits. The Company generally receives a corresponding compensation deduction (subject to the limitations of Code Section 162(m) described above). Compensation Risk Analysis During 2018, the Compensation Committee reviewed the Company’s compensation practices to ensure that the compensation structure, as designed and executed, does not motivate excessive risk-taking that could have a material adverse effect on the Company. After conducting the review, the Compensation Committee concluded that the Company’s incentive programs do not motivate or encourage unnecessary or excessive risk-taking. This conclusion reflected a review of various factors, such as fostering an appropriate risk management culture. The Compensation Committee will continue to review and monitor its compensation programs to ensure that they do not motivate excessive risk-taking that could have a material adverse effect on the Company. EXECUTIVE COMPENSATION Meta Financial Group, Inc. | 2018 Proxy Statement 33