CASH 2018 Proxy Statement

Option Exercises and Stock Vested The following table sets forth information concerning stock options and restricted stock held by the Company’s named executive officers that were exercised or vested, as applicable, during the fiscal year ended September 30, 2018. The Company completed the Stock Split on October 4, 2018, and the numbers below are presented on a post-Stock Split basis. Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) (1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) (2) J. Tyler Haahr 47,298 $ 1,156,436 69,861 $ 1,917,811 Bradley C. Hanson 18,750 $ 602,500 69,861 $ 1,917,811 Glen W. Herrick — $ — 32,109 $ 858,535 Michael K. Goik — $ — — $ — Sheree S. Thornsberry — $ — 15,000 $ 442,750 Shelly A. Schneekloth — $ — 5,400 $ 181,620 (1) The value realized on exercise is calculated by multiplying the number of shares acquired on exercise by the difference between the NASDAQ Stock Market value on the date of exercise and the market value on the date of grant. (2) Reflects the market value of the stock awards on the date of vesting, which for each of the awards equals the per share closing price of the Company’s Common Stock as reported by the NASDAQ Stock Market on the vesting date (or previous Friday if the vesting date fell on a weekend). Retirement Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Nonqualified Deferred Compensation Plans Name Executive Contributions in Last Fiscal Year ($) Company contributions in last FY ($) (1) Aggregate earnings in last FY ($) Aggregate withdrawals/ distributions ($) Aggregate balance at last FYE ($) J. Tyler Haahr $ — $ 255,204 $ 214,170 $ — $ 1,516,773 Bradley C. Hanson — 236,306 47,912 — 728,164 Glen W. Herrick — 104,486 1,347 — 168,617 (1) Company contributions are reported as “All Other Compensation” in the Summary Compensation Table. Stock Ownership Guidelines Our Chief Executive Officer, President and Chief Financial Officer are subject to stock ownership guidelines adopted by our Compensation Committee, effective January 1, 2018. The other NEOs are subject to stock ownership guidelines effective December 2018. For a discussion of such stock ownership guidelines, please see the above sub ‑ section titled “Stock Ownership Guidelines” in the “Corporate Governance” section of this proxy statement. Potential Payments Upon Termination or Change in Control The following table sets forth the payments and benefits that would be received by Messrs. Haahr, Hanson, Herrick and Goik in the following scenarios (assuming such event occurred on September 30, 2018): (i) a termination of employment due to death or disability, (ii) an involuntary termination without cause or voluntary termination for good reason, or (iii) a termination without cause or good reason or due to death or disability proximate to a change ‑ in ‑ control of the Company (as discussed in Note 2 to the table below). A voluntary termination without good reason or a termination for cause would not result in any payments or other benefits of the amounts described in the table below. Although not detailed in the table below, Ms. Thornsberry received a grant of 30,000 shares of restricted stock during fiscal year 2017, and Ms. Schneekloth received a grant of 9,000 shares of restricted stock during fiscal year 2018 (as adjusted to give effect to the Stock Split). Under Ms. Thornsberry’s and Ms. Schneekloth's respective restricted stock agreements, upon a change in control or termination due to death, disability or retirement, any unvested shares would be accelerated and EXECUTIVE COMPENSATION 40 Meta Financial Group, Inc. | 2018 Proxy Statement