Pathward Financial Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Advisory Vote on Executive Compensation ("Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to Pathward Financial’s named executive officers as disclosed in this proxy statement.

   More detail

   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.

3. 3

   Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation ("Say-on-Pay Frequency

   ManagementBoard: FOR

   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.

   More detail

   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.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   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.

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When is the Pathward Financial Inc 2026 annual meeting?

Pathward Financial Inc (CASH) holds its 2026 annual shareholder meeting on Tuesday, February 24, 2026.

What is the record date for the Pathward Financial Inc 2026 meeting?

The record date for the Pathward Financial Inc 2026 meeting is Wednesday, December 31, 2025. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pathward Financial Inc's 2026 meeting?

The board is presenting 3 director nominees at the Pathward Financial Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pathward Financial Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Pathward Financial Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.