PATHWARD FINANCIAL, INC.
For the period ended Feb 24, 2026. Filed Jan 14, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 24, 2026 · Filed Jan 14, 2026
Contents
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section.
For purposes of the tables below, the principal executive officer (“PEO”) and non-PEO named executive officers for fiscal years 2021 through 2025 are the following:
| Year | PEO | Non-PEO Named Executive Officers |
| 2025 | Brett L. Pharr | Gregory A. Sigrist, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski |
| 2024 | Brett L. Pharr | Gregory A. Sigrist, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski |
| 2023 | Brett L. Pharr | Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski |
| 2022 | Brett L. Pharr | Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Nadia A. Dombrowski, and Kia S. Tang |
| 2021 | Bradley C. Hanson | Brett L. Pharr, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Kia S. Tang, Sheree S. Thornsberry and Shelly A. Schneekloth |
56 \ PATHWARD FINANCIAL, INC. 2026 PROXY STATEMENT
| Proxy Statement Summary | CorporateGovernance &Board Matters | ExecutiveOfficers | ExecutiveCompensation | Audit-Related Matters | StockOwnershipInformation | Informationabout theAnnual Meeting | AdditionalInformation |
|---|
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) |
|---|---|---|---|---|---|---|---|---|
| Year · SummaryCompensationTable Totalfor PEO(1)($) · CompensationActually Paidto PEO(2)($) · Average SummaryCompensationTable Total forNon-PEONamedExecutiveOfficers(3)($) · AverageCompensationActually Paid toNon-PEONamedExecutiveOfficers(4)($) · Value of Initial Fixed $100 Investment Based on: · NetIncome(7)($ in Millions) · Company-Selected Performance Measure (EPS)(8)($) | ||||||||
| TotalShareholderReturn(5)($) · Peer GroupTotalShareholderReturn(6)($) | ||||||||
| 2025 | 4,638,813 | 6,593,287 | 1,800,070 | 2,260,436 | 392.52 | 198.23 | 185.9 | 7.87 |
| 2024 | 4,334,506 | 7,096,935 | 1,769,153 | 2,566,976 | 349.21 | 176.55 | 183.2 | 7.20 |
| 2023 | 3,884,131 | 5,077,889 | 1,784,636 | 2,463,709 | 242.98 | 128.21 | 143.3 | 5.24 |
| 2022 | 3,811,433 | 2,817,840 | 1,437,513 | 1,392,760 | 173.04 | 136.72 | 151.1 | 5.09 |
| 2021 | 5,040,345 | 7,442,578 | 1,259,474 | 1,286,933 | 274.27 | 161.72 | 141.7 | 4.38 |
(1)The dollar amounts reported in column (B) are the amounts of total compensation reported for the PEO for fiscal years 2021, 2022, 2023, 2024, and 2025 in the “Total” column of the Summary Compensation Table for the applicable year.
(2)The dollar amounts reported in column (C) represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year, by subtracting the amounts in the Reported Value of Equity Award column and adding the amounts in the Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:
| Year | Reported SummaryCompensation Table Total for PEO($) | Minus ReportedValue of EquityAwards(a)($) | Plus Equity AwardAdjustments(b)($) | EqualsCompensationActually Paid toPEO($) |
|---|---|---|---|---|
| 2025 | 4,638,813 | 2,772,857 | 4,727,331 | 6,593,287 |
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year which are comprised of PSUs and restricted stock granted from 2019 through 2024.
(b)The values provided in the Equity Award Adjustments column were determined as follows:
| Year | YE Value ofRespective YearAwardsOutstanding as ofYE($) | Plus Change inValue as of YE forPrior Year AwardsOutstanding as ofYE($) | Plus Change inValue as of VestingDate for Prior YearAwards that VestedDuring the Year($) | Minus Value as ofYE for Any EquityAwards PreviouslyGranted that Failedto Vest in theCurrent Year($) | Equals Value ofEquity AwardAdjustments($) |
|---|---|---|---|---|---|
| 2025 | 3,734,249 | 775,112 | 217,970 | — | 4,727,331 |
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. The fair value or change in fair value, as applicable, of restricted stock units and performance shares was determined by reference to (x) for restricted stock units, the closing price of our common stock on the applicable measurement date, (y) for performance shares (excluding market-conditioned (relative TSR-based) performance shares), and performance-conditioned restricted shares, the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance shares, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.
(3)The dollar amounts reported in column (D) are the average of the amounts of total compensation reported for our non-PEO named executive officers for fiscal years 2021, 2022, 2023, 2024, and 2025 in the “Total” column of the Summary Compensation Table for the applicable year.
PATHWARD FINANCIAL, INC. 2026 PROXY STATEMENT / 57
| Proxy Statement Summary | CorporateGovernance &Board Matters | ExecutiveOfficers | ExecutiveCompensation | Audit-Related Matters | StockOwnershipInformation | Informationabout theAnnual Meeting | AdditionalInformation |
|---|
(4)The dollar amounts reported in column (E) represent the average amount of “compensation actually paid” to the non-PEO named executive officers for each year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO named executive officers’ average total compensation for each year, by subtracting the amounts in the Average Reported Value of Equity Awards column and adding the amounts in the Average Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:
| Year | Average ReportedSummaryCompensationTable Total forNon-PEO NamedExecutive Officers($) | Minus AverageReported Value ofEquity Awards(a)($) | Plus AverageEquity AwardAdjustments(b)($) | Equals AverageCompensationActually Paid toNon-PEO NamedExecutive Officers($) |
|---|---|---|---|---|
| 2025 | 1,800,070 | 667,924 | 1,128,290 | 2,260,436 |
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, which are comprised of PSUs and restricted stock granted from 2019 through 2024.
(b)The values provided in the Average Equity Award Adjustments column were determined as follows:
| Year | Average YEValue ofRespective YearAwardsOutstanding asof YE($) | Plus AverageChange in Valueas of YE forPrior YearAwardsOutstanding asof YE($) | Plus Average Changein Value as of VestingDate for Prior YearAwards that VestedDuring the Year($) | Minus AverageValue as of YE forAny Equity AwardsPreviously Grantedthat Failed to Vest inthe Current Year($) | Equals AverageValue of EquityAwardAdjustments($) |
|---|---|---|---|---|---|
| 2025 | 899,499 | 173,156 | 55,635 | — | 1,128,290 |
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.
(5)Reflects the cumulative TSR of a $100 investment in Pathward Financial, Inc. common stock, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance.
(6)Reflects the cumulative TSR of a $100 investment in our peer group for this Pay versus Performance table, the S&P 600 Financials Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance.
(7)The dollar amounts reported in column (H) represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
(8)The “Company-Selected Measure” (as defined in Item 402(v) of Regulation S-K, is our diluted earnings per share (“EPS”), as reflected in the Company’s audited financial statements for the applicable fiscal year.
58 \ PATHWARD FINANCIAL, INC. 2026 PROXY STATEMENT
| Proxy Statement Summary | CorporateGovernance &Board Matters | ExecutiveOfficers | ExecutiveCompensation | Audit-Related Matters | StockOwnershipInformation | Informationabout theAnnual Meeting | AdditionalInformation |
|---|
FINANCIAL PERFORMANCE MEASURES
As described in greater detail in the Compensation Discussion and Analysis section, the Company’s compensation programs are designed to enable us to attract and retain the leadership talent that is necessary to successfully manage our strong earnings growth and return on invested capital objectives, while balancing necessary investment in the businesses in order to achieve attractive, long-term shareholder returns. As required by Item 402(v) of Regulation S-K, the following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the Company’s NEOs for 2025:
uEarnings per Share uNet Income uReturn on Assets uCapital Requirements (Basel III Capital Rules)
DESCRIPTION OF RELATIONSHIPS BETWEEN INFORMATION PRESENTED
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table during the periods ending September 30, 2021, 2022, 2023, 2024, and 2025.
The chart below demonstrates the relationship between the PEO and average non-PEO named executive officers’ compensation actually paid (“CAP”) amounts and the cumulative TSR of the Company.
Compensation Actually Paid and Cumulative TSR
| Current PEO | Average for Non-PEO NEOs | TSR |
PATHWARD FINANCIAL, INC. 2026 PROXY STATEMENT / 59
| Proxy Statement Summary | CorporateGovernance &Board Matters | ExecutiveOfficers | ExecutiveCompensation | Audit-Related Matters | StockOwnershipInformation | Informationabout theAnnual Meeting | AdditionalInformation |
|---|
The chart below demonstrates the relationship between CAP amounts for our PEO and average non-PEO named executive officers and our net income.
Compensation Actually Paid and Net Income
| Current PEO | Average for Non-PEO NEOs | Net Income |
The chart below demonstrates the relationship between CAP amounts for our PEO and average non-PEO named executive officers and our EPS.
Compensation Actually Paid and EPS
| Current PEO | Average for Non-PEO NEOs | EPS |
60 \ PATHWARD FINANCIAL, INC. 2026 PROXY STATEMENT
| Proxy Statement Summary | CorporateGovernance &Board Matters | ExecutiveOfficers | ExecutiveCompensation | Audit-Related Matters | StockOwnershipInformation | Informationabout theAnnual Meeting | AdditionalInformation |
|---|
The chart below demonstrates the relationship between the cumulative TSR of the Company and the cumulative TSR of the applicable peer group, the S&P 600 Financials Index.
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
| Pathward Financial, Inc | Peer Group |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.