Independent
Tenure on this board
12.6 yrs
3 nominees · 4 ballot items.
Elect three directors for three-year terms; approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); recommend the frequency of future Say-on-Pay votes (Board recommends ONE YEAR); and ratify the appointment of KPMG LLP as independent auditors for fiscal 2026.
Elect three directors (Douglas J. Hajek, Christopher Perretta and Kendall E. Stork) for three-year terms ending in 2029, until their successors are elected and duly qualified.
Non-binding advisory vote to approve the compensation paid to Pathward Financial’s named executive officers as disclosed in this proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation of Pathward Financial’s named executive officers as disclosed in the proxy. Management is seeking this advisory endorsement to confirm that its pay-for-performance design — which includes a mix of base salary, annual cash incentives tied to net income and ROA, and long-term equity awards (PSUs tied to cumulative 3‑year EPS and relative TSR plus time-vesting RSUs) — aligns executives with shareholder interests and helps attract and retain leadership. The proxy materials emphasize strong 2025 financial results and describe targets, payout multipliers, and governance features (stock ownership guidelines, clawback policies, independent compensation consultant) intended to limit excessive risk-taking. While the vote is non-binding, the Board and Compensation Committee state they will review and consider the outcome and investor feedback in future compensation decisions. Key context includes an accounting restatement and subsequent clawback actions that affected certain LTI payouts, a historically high Say-on-Pay approval rate (98% in 2025), and recent adjustments to LTI design to increase performance orientation (adding relative TSR and cumulative EPS). Institutional and governance considerations include the absence of employment agreements for NEOs, double-trigger change-in-control protection for certain awards, and robust clawback policies designed to recover erroneously-awarded incentive compensation. Opposing viewpoints typically focus on whether pay outcomes fully reflect risk and long-term shareholder value, but Pathward’s disclosures stress alignment through multi-year performance metrics and compensation governance. The Board recommends FOR because it believes the combination of incentive design, governance safeguards, and demonstrated performance justify shareholder support of the disclosed executive pay program.
Non-binding advisory vote to recommend whether future Say-on-Pay votes should occur every one, two, or three years; the Board recommends a frequency of ONE YEAR.
This proposal asks stockholders, on a non-binding basis, to indicate whether the advisory Say-on-Pay vote on executive compensation should occur every one, two, or three years. Management and the Board advocate for an annual (one‑year) cycle, arguing that annual votes provide the most timely and consistent feedback to the Compensation Committee, enable faster responsiveness to shareholder concerns, and allow stockholders to evaluate compensation in the context of the most recent performance and disclosure. The Board’s rationale emphasizes that annual votes better align with the cadence of proxy disclosures and permit the Compensation Committee to evaluate and implement changes and then have stockholder review in the following year. Key governance context includes Pathward’s history of high Say-on-Pay support, an active stockholder engagement program, and recent compensation plan refinements (e.g., adding a relative TSR metric to multi-year PSUs) that the Board may want to present annually for investor feedback. Opponents of annual cycles generally argue that less frequent votes reduce noise and allow longer-term assessment of pay-for-performance, but the Board contends that annual feedback enhances accountability and responsiveness. The vote is advisory and non-binding; however, the Board states it will consider the results when determining the future frequency of Say-on-Pay votes. For investors evaluating this question, considerations include the company’s pace of change in compensation practices, recent restatement and clawback activity (which may make more frequent shareholder input valuable), and the administrative burden versus governance benefits of annual versus multi‑year cycles.
Ratify the Board’s appointment of KPMG LLP as Pathward Financial’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.14% | 2,351,680 | $210M |
| 2 | FMR LLC | 8.26% | 1,744,015 | $156M |
| 3 | STATE STREET CORP | 6.29% | 1,328,788 | $119M |
| 4 | AMERICAN CENTURY COMPANIES INC | 5.39% | 1,138,461 | $102M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.84% | 1,021,652 | $91M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.55% | 750,164 | $67M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.95% | 622,815 | $56M |
| 8 | BlackRock, Inc. | 2.93% | 618,083 | $55M |
| 9 | EARNEST PARTNERS LLC | 2.72% | 573,512 | $51M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.07% | 436,444 | $39M |
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