CASH 2018 Special Proxy Statement

Director Compensation Each of Messrs. Kramer and Tull will be entitled to compensation consistent with Meta’s current compensation practices for non-employee directors. Executive Officers MICHAEL K. GOIK Age: 48 Michael K. Goik has served as Crestmark Bank’s President and Chief Operating Officer since April 2012. Prior to that, beginning in January 2003, Mr. Goik fulfilled various roles at Crestmark (including underwriter, credit officer, manager of the new business group, and new product development manager) before being promoted to Director of Finance and Accounting for Crestmark in 2008. Before joining Crestmark, Mr. Goik worked for GE Capital and various other companies involved in the commercial finance products and services industry. Mr. Goik graduated with honors from Ferris State University with a bachelor’s degree in accounting and finance. Executive Compensation; Arrangements with Meta In connection with the execution of the merger agreement, Meta and Mr. Goik entered into an employment agreement (the “employment agreement”), pursuant to which Mr. Goik will serve as Executive Vice President of MetaBank and President of the Meta Commercial Finance Division, in each case, effective as of the closing date of the merger. The employment agreement provides for the termination of the Goik change in control agreement and the Goik transaction bonus agreement with Crestmark following the merger. In recognition of the termination of each of the Goik change in control agreement and the Goik transaction bonus agreement with Crestmark as well as Mr. Goik’s entry into the employment agreement, which contains restrictive covenants, and as a retention incentive, the new employment agreement with Meta provides for a cash payment to Mr. Goik by Meta of $2.20 million following the merger and a restricted stock award by Meta having a total value not to exceed $3.80 million as of the closing date of the merger and which is subject to vesting. See “PROPOSAL NO. 1 THE MERGER AGREEMENT AND THE MERGER—Interests of Certain Persons in the Merger” beginning on page 70. 142