CASH 2018 Proxy Statement

and recommended pay practices by institutional investor advisory firms, including requiring double-triggers for certain severance benefits and vesting of equity. More detail on the employment agreements and equity compensation arrangements are detailed in the section entitled "Potential Payments Upon Termination or Change in Control." Compensation-setting Process The Compensation Committee reviews annual salaries and incentive awards paid to the Company’s executive officers, including the NEOs, and makes recommendations to the Board of Directors for review and approval. In addition to base salaries and cash incentive awards, the Compensation Committee reviews and considers equity compensation programs for the NEOs and may make grants under the 2002 Plan as it deems appropriate. The compensation approval process, which is generally undertaken in the last two months of each fiscal year, consists of annual performance evaluations that are completed by each executive officer’s immediate supervisor. Salary adjustments are based on individual evaluations, the relevant metrics for Company performance, and updated generally available salary data on comparable positions, and subject to the terms of any applicable employment agreements. The Compensation Committee makes salary adjustment recommendations to the Board of Directors with respect to the compensation of the Chief Executive Officer and the remaining executive officers for review, discussion and approval. The full Board of Directors, with affected executive officers recusing themselves and abstaining from voting when appropriate, then reviews the recommendations of the Compensation Committee and approves the final compensation amounts. Equity incentives are awarded by the Compensation Committee without review or approval by the Board of Directors. Equity awards under the 2002 Plan are subject to approval by the Compensation Committee, are dependent on the availability of authorized shares under the 2002 Plan. As noted above in the section of this proxy statement labeled “Role of the Compensation Consultant,” in April 2017, the Compensation Committee engaged Mercer to update the Compensation Committee’s executive compensation guidelines for fiscal year 2018. EXECUTIVE COMPENSATION Meta Financial Group, Inc. | 2018 Proxy Statement 35