UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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MESSAGE FROM OUR CEO

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​	Brett L. Pharr Chief Executive Officer, Pathward®, N.A. and Pathward Financial, Inc.	​

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“As Chief Executive Officer of Pathward Financial, I was pleased that Pathward delivered shareholder value in fiscal 2023 through solid operational and financial results, as well as a return of capital through share repurchases and dividends.”

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

At the Annual Meeting, stockholders of Pathward Financial will be asked to consider and vote on the following proposals:

We may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement.

Regardless of the number of shares you own, your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Your proxy will not be used if you attend and vote at the Annual Meeting, and you may change or revoke your proxy selection at any time before the Annual Meeting.

We have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to attend the virtual meeting, please see “Information about the Annual Meeting” on page 76. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the Internet.

Thank you for your continued interest and support.

 

We first mailed the Notice of Internet Availability of Proxy Materials, in lieu of a paper copy of this proxy statement, to our stockholders on or about January 17, 2024.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ANY OF THESE WAYS:

Shareholders of Record

Beneficial Owners (Shares Held in Street Name)

Please refer to the enclosed proxy materials or the information forwarded by your bank,
broker or other holder of record to see which voting methods are available to you.

Stockholders who attend the Annual Meeting by following the instructions to join the virtual meeting described on page 76 will be considered to be attending the Annual Meeting “in person.” Please see page 79 for more information about how to vote and how to attend the Annual Meeting.

TABLE OF CONTENTS

We encourage you to read our 2023 Annual Report on Form 10-K, which includes our audited consolidated financial statements as of and for the year ended September 30, 2023, and the sections captioned “Risk Factors” and “Forward Looking Information and Factors that May Affect Future Results,” for a description of the substantial risks and uncertainties related to the forward-looking statements included herein.

PROXY STATEMENT SUMMARY

The Board of Directors (the “Board”) of Pathward Financial, Inc. (“Pathward Financial,” “we” or “us”) is using this proxy statement to solicit proxies from the holders of its common stock (the “Common Stock”) for use at Pathward Financial’s Annual Meeting of Stockholders (the “Annual Meeting”). This summary highlights certain information contained in the proxy statement for the Annual Meeting. We encourage you to read the entire proxy statement before you vote.

Certain information provided in this proxy statement relates to Pathward, National Association (“Pathward, N.A.”), which is a wholly-owned subsidiary of Pathward Financial. We may refer to these entities jointly as “Pathward.”

2023 Performance Highlights

We delivered strong growth in financial results for fiscal year ended September 30, 2023:

Return of Capital to Shareholders

Investment Highlights

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Board of Directors Overview

BOARD ATTRIBUTES

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BOARD TENURE AND REFRESHMENT

6 New Directors Added in the Last 8 Years

DIRECTOR SKILLS AND EXPERIENCE*

Our directors and director nominees have the right mix of skills and experience.

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Includes Frederick V. Moore, who will cease to serve as a director effective as of the Annual Meeting.

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Corporate Governance Highlights

The Board is committed to exercising good corporate governance practices. This includes:

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Executive Compensation Highlights

Historical Say-on-Pay: 96.6% Average Stockholder Approval over Last 3 Years

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CORPORATE GOVERNANCE AND BOARD MATTERS

Proposal 1—Election of Directors

Our Board currently consists of nine members. Approximately one-third of the directors are elected annually to serve for three-year terms or until their successors are elected and qualified. Our three nominees—Becky S. Shulman, Lizabeth H. Zlatkus and Christopher Perretta—currently serve as Pathward Financial directors. Shulman and Zlatkus are being nominated for terms of three years ending 2027. Perretta, who joined the Board on February 28, 2023 for an initial one-year term, is being nominated for a term of two years ending 2026. Perretta was initially recommended to the Corporate Governance and Nominating Committee (“Nominating Committee”) by a third-party search firm. The term of Frederick V. Moore ends as of the Annual Meeting, and he will not be standing for re-election. The Board thanks Moore for his years of service as a director and greatly appreciates his commitment and many contributions to the Board and Pathward over his 17 years of service. After the Annual Meeting, our Board will consist of eight members.

The Nominating Committee screens and recommends candidates to serve on our Board. Except as may be required by NASDAQ or SEC rules, there are no specific minimum qualifications for candidates for the Board. Director nominees are selected based on:

In making its determinations, the Board considers any relevant laws and regulations, as well as other factors deemed important (such as the present composition of the Board). The Nominating Committee will also take into account whether a candidate satisfies the criteria for “independence” under the NASDAQ Listing Rules and, if a nominee is sought for service on the Audit Committee, the candidate’s financial and accounting experience, including whether the candidate qualifies as an audit committee financial expert.

We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Nominating Committee considers diversity of gender identities, demographics, opinions, perspectives, and personal and professional experiences and backgrounds when evaluating potential directors. The Board Diversity Matrix on page 8 sets forth information about the diversity of our Board in the NASDAQ-required format.

The Nominating Committee considers recommendations from a wide variety of business contacts, including current directors, executive officers, community leaders and stockholders as a source for potential Board candidates. The Nominating Committee also may use the services of third-party search firms to assist it in identifying and evaluating possible director nominees. The Board reviews and has final approval of all potential director nominees for election to the Board.

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The information required includes the following:

If any information is missing or not received on a timely basis, the proposed nominee may not be considered. The Corporate Secretary may request additional information from the nominating stockholder and proposed director candidate as Nominating Committee deems reasonably necessary to complete its evaluation. Any such recommended candidates will be evaluated on the same basis as candidates the Nominating Committee identifies through other channels.

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As shown below, our directors and director nominees have a mix of skills and experience that we believe are relevant to Pathward Financial’s long-term strategy and success.

If before the election it is determined that any director nominee is unable to serve, your proxy authorizes a vote for a replacement nominee if our Board names one. At this time, we are not aware of any reason why a nominee might not remain on the ballot until the election. There are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected.

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The information shown below in our Board Diversity Matrix is based on voluntary self-identification of each member of our Board for fiscal year 2023.

2023 Board Diversity Matrix (as of 10/01/2022)

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Nominee Seeking Election for a Term to Expire in 2026

Nominees Seeking Election for a Term to Expire in 2027

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Directors Continuing in Office

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Corporate Governance

INDEPENDENCE

Our Corporate Governance Guidelines provide that a majority of our directors must be “independent.” For this purpose, the Board relies on the definitions of  “independence” and “non-employee directors” found in rules promulgated by the Internal Revenue Service, the Securities and Exchange Commission (the “SEC”), and NASDAQ.

Our Board has determined that the following eight directors are independent:

The Board has determined that Brett L. Pharr, our CEO, does not qualify as independent. During fiscal year 2023, the Board also determined that Michael R. Kramer was independent. Kramer’s term ended as of the February 28, 2023 Annual Meeting (the “2023 Annual Meeting”), and Moore’s term will end as of the 2024 Annual Meeting.

In determining that Hajek is independent, the Board considered Pathward Financial’s relationship with Davenport, Evans, Hurwitz & Smith, LLP, the law firm at which Hajek is of counsel. In determining that Shulman is independent, the Board considered Pathward Financial’s relationship with Card Compliant, LLC, of which Shulman is the President and Chief Operating Officer and a director. In determining that Kramer was independent, the Board considered Pathward Financial’s relationship with Dickinson Wright, LLP, the law firm of which Kramer is a member. See “Related Person Transactions” for more information. The Board determined that these relationships were not material and did not impact the applicable director’s independence based on the amounts involved, the lack of financial interest of the directors in the transactions, and the fact that the payments made were for services in the ordinary course of Pathward Financial’s business.

SEPARATION OF BOARD CHAIR AND CEO

Douglas J. Hajek, an independent director, has served as Chair of the Board since 2021. The Board has determined that separating the Chair and CEO positions is currently the most effective leadership structure for Pathward Financial, allowing the Chair to focus on Board matters and the CEO to focus on Pathward Financial’s day-to-day operations and leadership. The Board believes Pathward Financial is well-served by this leadership structure. Nevertheless, the Board has no formal policy requiring the positions of Chair of the Board and CEO to be separated, and the Board periodically reviews its leadership structure to evaluate and determine whether its leadership structure remains appropriate. If the CEO were to also serve as Chair of the Board, the independent directors would appoint a “Lead Independent Director.”

The Chair and Vice Chair of the Board are elected annually.

RISK OVERSIGHT

The Board is actively involved in overseeing management of risks that could affect Pathward Financial. This oversight is conducted primarily through the Board’s committees, but the full Board retains responsibility for general oversight. The Board endeavors to satisfy this responsibility by evaluating reports by each committee chair regarding the committee’s considerations and actions, and by evaluating reports from Pathward officers responsible for the oversight of specific risks—​particularly Pathward’s Chief Legal and Administrative Officer, who oversees the Governance, Risk and Compliance function. The Board is responsible for oversight of our risk management function, which involves approving, reviewing and overseeing management’s implementation of our risk management framework and risk policies.

Risks relating to the direct operations of Pathward, N.A. are overseen by the Pathward, N.A. Board, whose members also serve as directors of the Pathward, Financial Board. In addition, all of Pathward Financial’s Audit Committee members serve on Pathward, N.A.’s Audit Committee. The Audit Committee annually reviews and approves management’s internal audit

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risk assessments and multi-year audit plan. In November 2023, the charter of the former Pathward, N.A. Board Risk and Credit Committee was revised to reflect recent suggestions by the Federal Reserve, to create a joint Risk Committee of both the Pathward Financial and Pathward, N.A. Boards (the “Risk Committee”).

Pathward, N.A.’s Board oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations, and risks acceptable to Pathward, N.A. The Pathward, N.A. Board also takes into account observations and recommendations of its regulators.

The chart below summarizes the general allocation of risk management responsibilities among Pathward Financial’s Board and its committees.

Enterprise Risk Management

Our Board, in conjunction with its Committees, oversees enterprise-wide risk management, while our management is responsible for day-to-day risk management. A number of executive management committees are in place to support risk management responsibilities and oversight. For example, our Executive Risk Committee oversees the identification, assessment, measurement, monitoring and mitigation of relevant enterprise risk categories, as well as emerging risks. Our Executive Risk Committee is comprised of our executive management and senior risk department management teams, who have responsibilities across our operations and business functions, helping to ensure that our risk framework is incorporated on an enterprise-wide basis.

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Our Board’s Risk Committee receives regular updates from members of the Executive Risk Committee on, among other matters, cyber, governance, compliance, enterprise, credit and product risks. Our Board’s Risk Committee also receives regular reports on new and emerging trends and provides regular reports to the full Board. Other management-level committees are responsible for implementing policies and risk-management processes related to specific risks, such as operational, investment, product and compliance risks, and issues are escalated to the full Board and its Committees as appropriate.

Privacy and Cybersecurity Risk

We are committed to protecting the privacy and security of sensitive information entrusted to us as well as to maintaining the integrity of our systems. Our executive and senior management teams dedicate significant time and attention to managing cybersecurity risks. Specifically, we focus on:

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maintaining cybersecurity and privacy policies;

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ensuring management oversight and accountability;

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implementing technology design processes to safeguard confidential information, including personally identifiable information.

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Our comprehensive cybersecurity program encompasses strategy and framework, policies and standards, and a risk-based methodology aligned with regulatory requirements. This program is under the supervision of our executive management and overseen by the Pathward, N.A. Board of Directors. Additionally, our Information Security Working Group aids executive management in understanding technology-related issues, including cybersecurity risks. This group also oversees our cybersecurity strategy, focusing on understanding and prioritizing cybersecurity capabilities and risks.

To maintain organization-wide cybersecurity awareness, we conduct mandatory annual cybersecurity training for all employees and offer ongoing education through online courses, mock phishing exercises, and awareness materials. Furthermore, we engage independent third parties for penetration testing of our infrastructure and assessments of our cybersecurity program’s compliance with regulations and industry standards.

Our incident response program is designed to effectively mitigate and recover from cyberattacks and facilitate communication with internal and external stakeholders during such events. There were no material breaches of our systems in fiscal year 2023.

STOCKHOLDER ENGAGEMENT

We regularly engage with stockholders and stakeholders to ensure that existing and potential investors understand our key strategic initiatives and decisions and that we address their questions and understand their priorities.

During the past fiscal year, senior management provided institutional investors a wide variety of opportunities to engage and provide feedback.

We appreciate that our stockholders took the time to share their perspectives and questions with us.

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BOARD AND COMMITTEE SELF-ASSESSMENTS

The Board and each committee of the Board performs a self-assessment of their performance at least annually. The purpose of the Board assessment is to improve the functioning of the Board as a unit. The purpose of the committee assessments is to assess the membership and roles of each committee and improve each committee’s performance.

The Nominating Committee oversees the Board and committee assessments. In particular, the Nominating Committee:

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identifies the subject matters the assessments will address;

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seeks comments from all directors;

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communicates the results of the assessments to the Board for discussion.

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The Nominating Committee may hire external consultants or advisors to assist with or to facilitate any part of this process.

In 2022, the Nominating Committee engaged a third-party consultant to facilitate Board and committee assessments. These assessments included a confidential survey and one-on-one conversations with directors and select members of the senior leadership team. In 2023, the Nominating Committee conducted internal Board and committee assessments through a confidential survey of directors. As a result of the 2022 and 2023 Board and committee assessments, in fiscal year 2023 the Board has focused on Board succession planning, as well as executive succession planning and talent development.

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

The Nominating Committee, with the assistance of management, coordinates an onboarding program for new directors that includes, among other things, background materials, meetings with senior management, and visits to certain Pathward offices if and as possible. All new directors must complete the onboarding program.

While serving on our Board, each director is expected to participate in continuing education. The Nominating Committee suggests continuing education opportunities for directors and monitors continuing education completed by each director. Opportunities pursued by directors include third party and internal training on topics such as board governance, fiduciary duties, committee service, privacy and cybersecurity, the Company’s Code of Business Conduct, Gramm-Leach-Bliley Act, Bank Secrecy Act and Anti-Money Laundering.

STOCK OWNERSHIP GUIDELINES

The Compensation Committee has adopted stock ownership guidelines to further align the interests of our non-employee directors with the interests of Pathward Financial’s stockholders. These guidelines provide that:

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Each non-employee director must hold a minimum number of shares of our Common Stock having a market value equal to five times such director’s annual cash retainer. For this purpose, the term “annual cash retainer” means the cash component of director compensation received from Pathward Financial and Pathward, N.A. for service on the Board, excluding compensation received for serving as a Board chair or vice chair or on a committee or as a chair of any committee.

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For purposes of calculating the minimum number of shares of our Common Stock required to meet the stock ownership guidelines, the market value of shares is calculated based upon the average closing price for shares of Common Stock for the thirty trading days preceding the date of calculation, as reported by NASDAQ.

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Each non-employee director who was serving when the guidelines first went into effect on January 1, 2018, was required to attain the minimum stock ownership level by January 1, 2023; all other non-employee directors must attain the minimum stock ownership level within five years of being appointed or elected to the Board.

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Each non-employee director must retain at least 50% of the net shares received pursuant to all equity grants until such minimum stock ownership requirement is met. For this purpose, “net shares” as defined in the stock ownership guidelines includes shares held outright, stock equivalents (e.g., stock units), shares held in benefit plans, unvested restricted stock, and shares held by immediate family members, but excludes unvested performance awards and any shares withheld, forfeited or sold to pay all or a portion of the tax liability associated with an award or grant or the exercise price of a stock option.

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As part of the holding requirement described above, non-employee directors are permitted to dispose of Common Stock to cover any tax liabilities with respect to the receipt or exercise of any equity grants.

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Once a non-employee director reaches the minimum required number of shares of Common Stock, any declines in stock price or increases to stock ownership requirements will not require such non-employee director to acquire additional shares of Common Stock to again meet the applicable minimum required number of shares. However, he or she will be required to retain all shares then held until such time as the non-employee director again satisfies the minimum stock ownership requirement.

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If a non-employee director encounters an economic hardship that he or she reasonably believes will prevent his or her compliance with the guidelines, such non-employee director may present the hardship to the Compensation Committee. The Compensation Committee may elect to find the non-employee director in compliance or not or take such other action as the Compensation Committee deems appropriate.

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The Compensation Committee reviews compliance and/or progress towards compliance with the stock ownership guidelines at least annually. All non-employee directors who served as of January 1, 2018 have achieved the minimum stock ownership requirement and all other non-employee directors are making appropriate progress toward the requirement.

RESTRICTIONS ON SERVICE AS A DIRECTOR

No individual, other than those who were already serving as directors on January 1, 2020, will be nominated to our Board after attaining the age of 72 without a specific exemption from the Board. We do not have a policy regarding term limits.

Directors may not serve on more than four boards of other public companies in addition to Pathward Financial’s Board. Members of the Audit Committee may not serve on more than two other public company audit committees.

MEETINGS AND ATTENDANCE

Regular meetings of the Board are generally held on a quarterly basis. Special meetings may be called from time to time as circumstances warrant. Directors are expected to attend all Board meetings and are asked to attend the annual stockholders meeting. The Board held four regular meetings and four special meetings in fiscal year 2023. The non-employee directors convened six executive sessions at the end of Board meetings without management participation. Such sessions are generally chaired by the Chair of the Board.

Each director attended 75% or more of the aggregate number of meetings of  (i) the Board held during the period in which he or she was a director in fiscal year 2023, and (ii) the committees of the Board of which he or she was a member.

Senior members of management have been present at each annual meeting to answer any stockholder questions. Historically, stockholder attendance has been limited, which we attribute to our policy of regular and detailed communications with our stockholders and investors through meetings with management and other investor relations activities. Since very few stockholders have historically attended our annual meetings and all of our directors typically attend, we encourage but have not adopted a policy requiring the attendance of directors at the annual meeting. All of the directors except Kramer who ceased being a director at the end of the 2023 Annual Meeting, attended the 2023 Annual Meeting.

OTHER GOVERNING DOCUMENTS

Pathward Financial has adopted a written Code of Business Conduct that applies to all directors, officers and employees. If we make substantive amendments to or grant any waiver from the Code of Business Conduct applicable to our principal executive, financial or accounting officers, controller or persons performing similar functions, we will disclose the nature of such amendments or waiver in a report on Form 8-K in a timely manner.

Pathward Financial has also adopted Corporate Governance Guidelines to facilitate principled actions, effective decision-making, and appropriate monitoring of both compliance and performance by the Board.

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At this location, you can find:

COMMUNICATING WITH OUR DIRECTORS

Stockholders may communicate with the Board in writing addressed to the Chair of the Board or to any individual director at Pathward Financial’s offices at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108. Communications to the non-employee directors as a group may be sent to the Chair of the Board c/o the Corporate Secretary of Pathward Financial at the same address. All such communications are sent to the Corporate Secretary, who forwards them to the applicable director(s).

COMMITTEES OF THE BOARD

During fiscal year 2023, the Pathward Financial Board had four standing committees and the Pathward, N.A. Board additionally had a standing Risk Committee which is now a committee of both Boards.

Every member of every committee is currently, and during fiscal year 2023 was, independent. Members of each committee are members of the Boards of both Pathward Financial and Pathward, N.A. The committee descriptions below reflect the current members of our standing committees and the number of meetings held in fiscal year 2023.

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Environmental, Social and Governance Matters

At Pathward Financial and Pathward, N.A., we believe in our purpose of powering FINANCIAL INCLUSION. Our success is built on serving as a trusted partner. We aim to create positive environmental, social and governance impacts alongside our partners while promoting an inclusive financial system.

This section provides an overview of our ESG priorities and endeavors.

ESG GOVERNANCE

Our ESG governance structure emphasizes Board and executive management oversight of our company wide ESG integration efforts.

In fiscal year 2021, the Board demonstrated its commitment to ESG by forming an ESG Committee, which meets quarterly to discuss current and emerging ESG topics and to provide oversight of our ESG efforts.

Our President provides executive oversight of our ESG efforts. The Senior Vice President, ESG, Communications and Brand regularly engages with senior executives who help inform our ESG strategy. A cross-functional working group, chaired by the Senior Vice President, ESG, Communications and Brand, helps initiate program implementation.

ESG PRIORITIES

Informed by our most recent materiality assessment, we have four strategic ESG priorities.

Our ESG strategy most closely aligns with the following United Nations Sustainable Development Goals:

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ENVIRONMENTAL SUSTAINABILITY

We are committed to advancing the sustainability of our business operations and minimizing our impact on the environment. We achieve this primarily in two areas: reducing waste and energy consumption in our workplaces and through specialty financing of alternative energy projects.

We have significantly reduced our physical footprint as a result of remote work strategies.

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We use a Digital Addressable Lighting Interface (DALI) system, which uses lighting management software to minimize electrical consumption, at our headquarters and some of our other offices.

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In addition to recycling paper, plastic and glass at some of our offices, we have used Secure Enterprise Asset Management (SEAM) since 2016. SEAM provides certified, compliant and secure data destruction, electronics recycling, and asset recovery of business technology equipment. In fiscal year 2023, we recycled more than 6,100 pounds of equipment.

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We continually increase our use of online data and document management and storage, which has greatly reduced our paper usage.

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In alignment with our Talent Anywhere strategy, we offer significantly more work-from-home options than we have in years past, resulting in lower greenhouse gas emissions associated with employees’ commutes.

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SOCIAL IMPACT

As a Member of Our Communities

Our employees regularly volunteer their time and contribute to worthwhile causes. In fiscal year 2023, Pathward employees self-reported they volunteered 5,500 hours at non-profit organizations. In addition, Pathward, N.A. received an overall rating of Outstanding on its most recent Community Reinvestment Act performance evaluation in February 2020. To encourage our employees to contribute to the charitable causes they believe are important, we offer a matching gifts program to our employees.

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Community Impact Model

As an Employer

To continue delivering on our purpose of powering financial inclusion, it is crucial that we attract and retain diverse talent. To that end, we strive to make Pathward an inclusive, safe and healthy workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits and health and well-being programs.

Diversity, Equity, and Inclusion

Our commitment to diversity, equity, and inclusion (“DEI”) is recognized by our Board of Directors, Executive Committee, DEI Steering Committee, and other leadership teams and extends to each Pathward employee. We collectively promote a culture that empowers our employees and fosters values of respect, inclusion and belonging. Our DEI efforts are advanced by our employees who integrate it into our business and our core values:

We believe that diversity in our organization leads to more innovative solutions for our customers and partners as we seek to better understand the unique needs in the markets that we serve.

Employee Resource Groups

Employee Resource Groups (“ERGs”) are an important forum to foster overall employee engagement and help promote DEI. We had seven active ERGs at Pathward in fiscal year 2023, during which 31% of our employee population participated in one or more ERGs. These voluntary, employee-led groups are open to all employees and encourage cross-collaboration between and among affinity groups to leverage synergies, encourage knowledge transfer and fuel business objectives. In addition, each ERG engages in community impact efforts, including organizing donation drives and volunteer events.

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We currently have the following ERGs:

Employee Snapshot

As of September 30, 2023, the average age of our employees and percentage of women and men were as follows:

Total Rewards

As part of our total rewards strategy, we aspire to offer and maintain market competitive total rewards programs for our employees that attract and retain superior talent.

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In addition to competitive base wages, we offer other variable pay including an annual bonus or commission plan.

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We offer a 401(k) plan with a highly competitive company match.

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Our healthcare, insurance benefits, health savings and flexible spending accounts are equally competitive with a low-cost share for the employee.

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We understand how important it is that our employees have time away from work. To allow employees time to recharge, we offer paid time off, family leave, family care resources, flexible work schedules, adoption assistance, employee assistance programs, and other rest and family related benefits. We want our employees to be healthy and be able to bring their whole selves to the workplace.

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HEALTH AND WELL-BEING

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We have continued the practice we started in 2021 when we became a fully remote-enabled employer. At that time, we instituted a work-from-home program allowing hybrid access to our offices while imposing safety protocols. We purchased laptops and related hardware for home-based employees who previously worked on desktop computers; we also provided employees with a stipend to enhance their at-home work experience. We follow local, state and federal regulations issued by the Occupational Safety and Health Administration and are prepared to implement any applicable workplace requirements. To demonstrate our commitment to health, safety and wellness, we provide our employees and their families access to a variety of flexible and convenient health and well-being programs. Those programs include medical, dental and vision benefits, accrued paid-time off, new-parent leave, paid time off for volunteering, matching gifts, and an employee assistance program.

Talent

As of September 30, 2023, we had employees located in 43 states, the District of Columbia, and Ontario, Canada. A core tenet of our talent system is to both develop talent from within and enrich our talent pool with external hires to support a continuous improvement mindset. We have evolved our “Talent Anywhere” recruitment strategy to source candidates in anchor geographic hubs with flexibility to hire in other domestic locations. This allows us to expand our talent pool to

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acquire the best talent available while encouraging the ability for interactivity in our hub locations to build connections and community. Through this recruiting strategy, we expand our reach beyond local candidates as a remote-enabled employer of choice.

Assessing talent and leadership development are critical areas to our talent pipeline strategy. We have continued to mature our enterprise talent management framework. This framework is used throughout Pathward to provide a cleaner view of our teams’ strengths and opportunities, by identifying capabilities needed to achieve our strategy and creating action plans to close gaps. This ensures that:

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our internal talent supply keeps pace with demand;

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we invest in our workforce with intention;

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we have our highest performing, highest potential employees applied to our most critical work;

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we are preparing today’s talent for tomorrow’s needs.

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Our performance management program is an interactive practice that engages our employees by:

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aligning objectives at the enterprise level to drive individual goal setting;

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having quarterly conversations designed to review progress and accomplishments and designate focus areas for the upcoming quarter;

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measuring progress against objectives, alignment, and performance feedback throughout the year.

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We offer a variety of support to help team members and managers establish and meet personalized development goals, take on new roles and become better leaders.

As of the end of fiscal year 2023, the average tenure for our employees is approximately 5.6 years.

CORPORATE GOVERNANCE

Our commitment to strong, transparent corporate governance and ethical business practices starts with our Board and the executive leadership team and extends throughout Pathward Financial.

PATHWARD FINANCIAL, INC. 2024 PROXY STATEMENT /​ 27

Related Person Transactions

The Audit Committee is responsible for reviewing information pertaining to transactions with related persons required to be disclosed in Pathward Financial’s periodic reports with the SEC, if any. Pathward Financial also has adopted written policies to implement the requirements of Regulation O of the Board of Governors of the Federal Reserve System, which restricts the extension of credit to directors and executive officers and their family members and other related interests. Under these policies, extensions of credit that exceed regulatory thresholds must be approved by the Pathward, N.A.’s Board. In addition, the Board periodically reviews information concerning such insider loans, deposits and related interests, including with respect to continued compliance with such policies.

Pathward, N.A. has followed these policies when granting loans to eligible directors, officers, employees and members of their immediate families to finance their personal residences and for consumer purposes. As of September 30, 2023, all loans or extensions of credit to executive officers and directors were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans to persons not related to Pathward, N.A., and did not involve more than the normal risk of collectability or present other unfavorable features.

Michael R. Kramer, a former Director of Pathward Financial and Pathward, N.A., is a member of the law firm of Dickinson Wright LLP. This law firm occasionally represents the interests of Pathward in legal matters arising from Pathward’s business. During fiscal year 2023, the fees and expenses paid to Kramer’s law firm were approximately $621,869. These fees represent less than 5% of the total fees received by Dickinson Wright LLP during fiscal year 2023. The Board has determined that the relationship between Dickinson Wright LLP and Pathward Financial did not prevent Kramer from being an “independent” director pursuant to rules promulgated by the NASDAQ Stock Market.

Compensation of Directors

In order to attract and retain qualified directors, our practice is to set non-employee director compensation within a competitive range of pay at comparable companies. Generally, every two years, the independent compensation consultant presents a market pay benchmarking analysis relative to the same peer group used to assess executive officer compensation levels. The most recent competitive pay study was completed in September 2023. After reviewing the study, the Compensation Committee decided to increase the value of the annual cash retainer for fiscal year 2024 by $10,000, from $50,000 to $60,000, change the stock award component to be in the form of fully vested shares upon grant, and also increase certain committee retainers. Pursuant to the stock ownership guidelines, directors will be required to retain at least 50% of the net shares from any stock awards until in compliance with their minimum stock ownership requirement.

The following tables set forth compensation information for the fiscal year ended September 30, 2023, for Pathward Financial’s non-employee directors. Our CEO does not receive any additional compensation for serving as a director.

Non-Employee Director Annual Compensation for the Fiscal Year Ended September 30, 2023
For Service on the Board