CASH 2018 Proxy Statement

Clawback Policy The Company has reserved the right under the employment agreements of Messrs. Goik, Haahr, Hanson, and Herrick to claw back incentive-based or any other compensation paid to each of these NEOs that is subject to recovery under any law, government regulation, or stock exchange listing requirement. Stock Ownership Guidelines The Company has adopted stock ownership guidelines that require executives to hold equity valued at a specified multiple of base salary. Employees have five years from the date they become subject to these guidelines to comply. Holdings counted toward the guidelines include: shares of stock owned individually, jointly, or in trusts controlled by the employee; (2) restricted stock and restricted stock units; and (3) shares owned in qualified savings or stock ownership plans, whether vested or not. Executive stock ownership requirements are set forth in the following table: Named Executive Officer Stock Ownership Target as a Multiple of Salary Actual Stock Ownership Level as a Multiple of Salary (1) J. Tyler Haahr 5x 17.8x Bradley C. Hanson 5x 6.1x Glen W. Herrick 3x 6.5x Michael K. Goik* 1x 6.7x Sheree S. Thornsberry* 1x 1.3x Shelly A. Schneekloth* 1x 0.5x *Guidelines for Mr. Goik, Ms. Thornsberry and Ms. Schneekloth were effective December 2018, and each has until December 2023 to comply with the ownership requirements. (1) Presented as of the Record Date Employment Agreements The Company entered into employment agreements with Messrs. Haahr and Hanson in November 2016 and with Mr. Herrick in December 2016. In connection with the Crestmark Acquisition, MetaBank entered into an employment agreement with Mr. Goik, which was effective as of the closing of the Crestmark Acquisition. In developing the employment agreements, the Compensation Committee worked to strike a balance between incentive and non-incentive-based compensation, reflecting both the need to incentivize and retain key employees in a competitive environment. With respect to Mr. Goik's employment agreement, consideration was also given to the significant role Mr. Goik would play post-acquisition and in integrating Crestmark into the Company. The Compensation Committee took into account the entire mix of pay, and did not focus solely on salary, for purposes of bringing these executive officers’ total compensation in line with what the Compensation Committee believed to be competitive with the Company’s market competitors. The Compensation Committee believes that these employment agreements are necessary for the continued retention of these executive officers in an extremely competitive market for talent and to provide compensation opportunities that are competitive based on the Company’s market competitors. Post-Employment: Change in Control and Severance Arrangements Under the terms of the Company’s equity-based compensation plans and employment agreements, as applicable, the NEOs are entitled to payments and benefits on the occurrence of specified events, including termination of employment and a change in control of the Company. The specific terms of the employment agreements, as well as an estimate of the compensation that would have been payable had they been triggered as of 2018 fiscal-year end, are described in the section entitled “Potential Payments Upon Termination or Change in Control.” The Compensation Committee analyzed the terms of similar arrangements for comparable executive officers at some of the Company’s market competitors in determining an appropriate level of compensation and benefits in the event of a change in control or severance of employment. Additionally, the Compensation Committee considered market practices EXECUTIVE COMPENSATION 34 Meta Financial Group, Inc. | 2018 Proxy Statement