PATHWARD FINANCIAL, INC., DEF 14A filed on 1/15/2025
Proxy Statement (definitive)
v3.24.4
Cover
12 Months Ended
Sep. 30, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Pathward Financial, Inc.
Entity Central Index Key 0000907471
v3.24.4
Pay vs Performance Disclosure
12 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
$ / shares
Sep. 30, 2022
USD ($)
$ / shares
Sep. 30, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
(A)(B)(C)(D)(E)(F)(G)(H)(I)
Year
Summary
Compensation
Table Total
for PEO(1)
($)
Compensation
Actually Paid
to PEO(2)
($)
Average Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers(3)
($)
Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers(4)
($)
Value of Initial Fixed $100
Investment Based on:
Net
Income(7)
($ in Millions)
Company-
Selected
Performance
Measure
(EPS)(8)
($)
Total
Shareholder
Return(5)
($)
Peer Group
Total
Shareholder
Return(6)
($)
20244,334,5067,096,9351,769,1532,566,976349.21176.55168.46.62
20233,884,1315,077,8891,784,6362,463,709242.98128.21163.65.99
20223,811,4332,817,8401,437,5131,392,760173.04136.72156.45.26
20215,040,3457,442,5781,259,4741,286,933274.27161.72141.74.38
     
Company Selected Measure Name EPS      
Named Executive Officers, Footnote
Year PEO Non-PEO Named Executive Officers
2024Brett L. Pharr
Gregory A. Sigrist, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski
2023Brett L. PharrGlen W. Herrick, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski
2022Brett L. Pharr
Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Nadia A. Dombrowski, and Kia S. Tang
2021Bradley C. Hanson Brett L. Pharr, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Kia S. Tang, Sheree S. Thornsberry and Shelly A. Schneekloth
     
Peer Group Issuers, Footnote (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.      
PEO Total Compensation Amount $ 4,334,506 $ 3,884,131 $ 3,811,433 $ 5,040,345
PEO Actually Paid Compensation Amount $ 7,096,935 5,077,889 2,817,840 7,442,578
Adjustment To PEO Compensation, Footnote
(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:
YearReported Summary
Compensation Table
Total for PEO
($)
Minus
Reported
Value of
Equity
Awards(a)
($)
Plus Equity
Award
Adjustments(b)
($)
Equals
Compensation
Actually Paid to
PEO
($)
20244,334,5062,548,0255,310,4547,096,935
20233,884,1312,100,0133,293,7715,077,889
20223,811,4332,556,9811,563,3882,817,840
20215,040,3452,494,5134,896,7477,442,578
(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 2016 through 2024.
(b)The values provided in the Equity Award Adjustments column were determined as follows:
YearYE Value of
Respective Year
Awards
Outstanding as of
YE
($)
Plus Change in
Value as of YE for
Prior Year Awards
Outstanding as of
YE
($)
Plus Change in
Value as of Vesting
Date for Prior Year
Awards that Vested
During the Year
($)
Minus Value as of
YE for Any Equity
Awards Previously
Granted that Failed
to Vest in the
Current Year
($)
Equals Value of
Equity Award
Adjustments
($)
20243,497,2761,356,213456,9655,310,454
20232,671,146395,817226,8083,293,771
20221,205,069263,66494,6541,563,388
20213,818,833984,671492,336399,0934,896,747
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.
(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, and 2024 in the “Total” column of the Summary Compensation Table for the applicable year.
     
Non-PEO NEO Average Total Compensation Amount $ 1,769,153 1,784,636 1,437,513 1,259,474
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,566,976 2,463,709 1,392,760 1,286,933
Adjustment to Non-PEO NEO Compensation Footnote 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:
YearAverage Reported
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers
($)
Minus Average
Reported Value of
Equity Awards(a)
($)
Plus Average
Equity Award
Adjustments(b)
($)
Equals Average
Compensation
Actually Paid to
Non-PEO Named
Executive Officers
($)
20241,769,153547,2021,345,0262,566,976
20231,784,636566,0251,245,0982,463,709
20221,437,513698,636653,8821,392,760
20211,259,474325,488352,9471,286,933
(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 2016 through 2024.
(b)The values provided in the Average Equity Award Adjustments column were determined as follows:
YearAverage YE
Value of
Respective Year
Awards
Outstanding as
of YE
($)
Plus Average
Change in Value
as of YE for
Prior Year
Awards
Outstanding as
of YE
($)
Plus Average Change
in Value as of Vesting
Date for Prior Year
Awards that Vested
During the Year
($)
Minus Average
Value as of YE for
Any Equity Awards
Previously Granted
that Failed to Vest in
the Current Year
($)
Equals Average
Value of Equity
Award
Adjustments
($)
2024812,887331,178200,9611,345,026
2023719,960370,099155,0391,245,098
2022354,303204,47195,108653,882
2021213,19991,91060,96113,122352,947
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.
     
Compensation Actually Paid vs. Total Shareholder Return
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
6897
02_Pathward Financial_legends_thick_dark_blue.jpg 
Current PEO
02_Pathward Financial_legends_thick_pink.jpg 
Average for Non-PEO NEOs
04_PRO013574_gfx legend_EPS.jpg 
TSR
     
Compensation Actually Paid vs. Net Income
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
7043
02_Pathward Financial_legends_thick_dark_blue.jpg 
Current PEO
02_Pathward Financial_legends_thick_pink.jpg 
Average for Non-PEO NEOs
04_PRO013574_gfx legend_EPS.jpg 
Net Income
     
Compensation Actually Paid vs. Company Selected Measure
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
7182
02_Pathward Financial_legends_thick_dark_blue.jpg 
Current PEO
02_Pathward Financial_legends_thick_pink.jpg 
Average for Non-PEO NEOs
04_PRO013574_gfx legend_EPS.jpg 
EPS
     
Total Shareholder Return Vs Peer Group
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
7356
04_PRO013574_gfx legend_Pathward Financial, Inc.jpg 
Pathward Financial, Inc
04_PRO013574_gfx legend_Peer Group.jpg 
Peer Group
     
Tabular List, Table
uEarnings per Share
uNet Income
uReturn on Assets
uCapital Requirements (Basel III Capital Rules)
     
Total Shareholder Return Amount $ 349.21 242.98 173.04 274.27
Peer Group Total Shareholder Return Amount 176.55 128.21 136.72 161.72
Net Income (Loss) $ 168,400,000 $ 163,600,000 $ 156,400,000 $ 141,700,000
Company Selected Measure Amount | $ / shares 6.62 5.99 5.26 4.38
PEO Name Brett L. Pharr Brett L. Pharr Brett L. Pharr Bradley C. Hanson
Additional 402(v) Disclosure The dollar amounts reported in column (B) are the amounts of total compensation reported for the PEO for fiscal years 2021, 2022, 2023, and 2024 in the “Total” column of the Summary Compensation Table for the applicable year. 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. 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.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Earnings per Share      
Non-GAAP Measure Description (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.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Return on Assets      
Measure:: 4        
Pay vs Performance Disclosure        
Name Capital Requirements (Basel III Capital Rules)      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 5,310,454 $ 3,293,771 $ 1,563,388 $ 4,896,747
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,548,025) (2,100,013) (2,556,981) (2,494,513)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,310,454 3,293,771 1,563,388 4,896,747
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,497,276 2,671,146 1,205,069 3,818,833
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,356,213 395,817 263,664 984,671
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 456,965 226,808 94,654 492,336
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 399,093
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,345,026 1,245,098 653,882 352,947
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (547,202) (566,025) (698,636) (325,488)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,345,026 1,245,098 653,882 352,947
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 812,887 719,960 354,303 213,199
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 331,178 370,099 204,471 91,910
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 200,961 155,039 95,108 60,961
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 13,122