Pathward Financial (CASH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 24, 2026, to be held virtually, with voting on key proposals including director elections, executive compensation, and auditor ratification.

• Fiscal 2025 saw strong financial results: net income of $185.9M, 2.46% ROAA, 3% net interest income growth, and 14% increase in loans and leases.

• Company completed the sale of its Insurance Premium Finance and transportation portfolios, expanded partnerships, and maintained a quarterly dividend.

• Recognized as a top workplace and for excellence in banking and fintech services.

Voting matters and shareholder proposals

• Proposals include: electing three directors for three-year terms, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of KPMG LLP as independent auditors.

• Board recommends voting FOR all director nominees, FOR executive compensation, ONE YEAR for say-on-pay frequency, and FOR auditor ratification.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; Chair and CEO roles are separated.

• Board refreshment ongoing, with nine new directors added in the last 12 years.

• Committees: Audit, Compensation, Governance/Nominating/Sustainability, and Risk—all composed of independent directors.

• Stock ownership guidelines require non-employee directors to hold shares equal to five times their annual cash retainer.

• Annual board and committee self-assessments and director education are in place.