PATHWARD FINANCIAL, INC., DEF 14A filed on 1/14/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Sep. 30, 2025
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
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Sep. 30, 2025
USD ($)
$ / shares
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)
($)
2025
4,638,813 6,593,287 1,800,070 2,260,436 392.52 198.23 185.9 7.87 
20244,334,506 7,096,935 1,769,153 2,566,976 349.21 176.55 183.2 7.20 
20233,884,131 5,077,889 1,784,636 2,463,709 242.98 128.21 143.3 5.24 
20223,811,433 2,817,840 1,437,513 1,392,760 173.04 136.72 151.1 5.09 
20215,040,345 7,442,578 1,259,474 1,286,933 274.27 161.72 141.7 4.38 
       
Company Selected Measure Name EPS        
Named Executive Officers, Footnote
Year PEO Non-PEO Named Executive Officers
2025
Brett L. Pharr
Gregory A. Sigrist, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski
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 $ 4,638,813 $ 4,334,506 $ 3,884,131 $ 3,811,433 $ 5,040,345
PEO Actually Paid Compensation Amount $ 6,593,287 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)
($)
Equals
Compensation
Actually Paid to
PEO
($)
20254,638,813 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:
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
($)
20253,734,249 775,112 217,970 — 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.
       
Non-PEO NEO Average Total Compensation Amount $ 1,800,070 1,769,153 1,784,636 1,437,513 1,259,474
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,260,436 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)
($)
Equals Average
Compensation
Actually Paid to
Non-PEO Named
Executive Officers
($)
20251,800,070 667,924 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:
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
($)
2025899,499 173,156 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.
       
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
6894
Artboard 1 copy 2.jpg
Current PEO
Artboard 1.jpg
Average for Non-PEO NEOs
Artboard 1 copy.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
7086
Artboard 1 copy 2.jpg
Current PEO
Artboard 1.jpg
Average for Non-PEO NEOs
Artboard 1 copy.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
7264
Artboard 1 copy 2.jpg
Current PEO
Artboard 1.jpg
Average for Non-PEO NEOs
Artboard 1 copy.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
7509
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 $ 392.52 349.21 242.98 173.04 274.27
Peer Group Total Shareholder Return Amount 198.23 176.55 128.21 136.72 161.72
Net Income (Loss) $ 185,900,000 $ 183,200,000 $ 143,300,000 $ 151,100,000 $ 141,700,000
Company Selected Measure Amount | $ / shares 7.87 7.20 5.24 5.09 4.38
PEO Name Brett L. Pharr 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, 2024, and 2025 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 $ 4,727,331        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,772,857)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,727,331        
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 3,734,249        
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 775,112        
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 217,970        
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        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,128,290        
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 (667,924)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,128,290        
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 899,499        
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 173,156        
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 55,635        
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        
v3.25.4
Recovery of Erroneously Awarded Compensation
1 Months Ended 12 Months Ended
Nov. 30, 2024
Sep. 30, 2025
USD ($)
officer
shares
Sep. 30, 2024
$ / shares
Sep. 30, 2023
$ / shares
Sep. 30, 2022
$ / shares
Nov. 07, 2024
$ / shares
Restatement Determination Date:: 2025-06-25            
Erroneously Awarded Compensation Recovery            
Aggregate Erroneous Compensation Amount | $   $ 11,824.08        
Outstanding Aggregate Erroneous Compensation Amount | $   $ 11,824.08        
Restatement Determination Date:: 2025-06-26            
Erroneously Awarded Compensation Recovery            
Restatement Determination Date   Jun. 26, 2025        
Erroneous Compensation Analysis  
RECOVERY ANALYSIS
Pursuant to the Dodd-Frank Clawback Policy, Pathward Financial was required, as a result of the Restatement, to recover any incentive-based compensation erroneously received by the Covered Officers (i) on or after the Effective Date and (ii) during the three completed fiscal years before the Restatement Trigger Date (i.e., the fiscal years ended September 30, 2022, 2023, and 2024) (the “Recovery Period”). Consistent with its role as administrator of the Dodd-Frank Clawback Policy, the Compensation Committee assessed all annual cash incentive and performance-based LTI awards received by the Covered Officers during the Recovery Period, which consisted of the annual cash incentive awards granted in fiscal 2024 relating to the one-year performance period ended September 30, 2024, performance share awards granted in fiscal 2022 relating to the three-year performance period ended September 30, 2024 (“Fiscal 2022 performance shares”), and performance-contingent restricted stock awards with a one-year vesting tranche contingent on performance for the fiscal year ended September 30, 2024. In November 2025, the Compensation Committee determined, for the reasons set forth below, that only the Fiscal 2022 performance shares comprised erroneously-received incentive-based compensation received by the Covered Officers during the Recovery Period.
The sole performance metric used to determine payout under the Fiscal 2022 performance shares was EPS, whereby earned shares cliff vest, if at all, based on achievement of EPS performance goals over the applicable three-year performance period. The Compensation Committee concluded that the EPS results for the assessment period used to determine the Fiscal 2022 performance share payout in November 2024 exceeded the EPS results after taking into account the impact of the Restatement. Specifically, based upon information provided by Pathward Financial and, as detailed in the below table, the Compensation Committee determined that the Fiscal 2022 performance share payout of 120% as determined in November 2024 instead should have been earned at 113% of target, resulting in excess, or erroneously-awarded, compensation paid to six current and former executive officers.
Fiscal 2022 Performance Share Goals
Fiscal
Year
Performance Goals
Actual Results
(Pre-Restatement)(1)
Percentage of
Target Earned
(Pre-Restatement)(1)
Actual Results
(Post-Restatement)(2)
Percentage of Target Earned
(Post-Restatement)(2)
ThresholdTargetMaximum
Earnings Per
Share (100%)
2022
$3.92 $4.91 $5.89 $5.24 90%$4.54 81%
2023
$4.37 $5.46 $6.55 $7.20 149%$5.24 90%
2024
$5.08 $6.35 $7.62 $7.87 121%$7.20 167%
3-year Average
Percentage of
Target Earned
120%113%
(1)The amounts set forth in the “Actual Results (Pre-Restatement)” and “Percentage of Target Earned (Pre-Restatement)” columns reflect the Company’s EPS performance and the corresponding percentage of target achievement based on pre-Restatement results. Such amounts were disclosed in the Company’s 2024 proxy statement and were used in determining the number of shares that were issued to each Covered Officer in settlement of the 2022 performance shares on November 7, 2024.
(2)The amounts set forth in the “Actual Results (Post-Restatement)” and “Percentage of Target Earned (Post-Restatement)” columns reflect the Company’s EPS performance and the corresponding percentage of target achievement based on the restated results. Such amounts were used in determining the number of shares that should have been issued to each Covered Officer in settlement of the 2022 performance shares.
The excess amounts paid to the six impacted Covered Officers aggregated to 2,483 shares with an aggregate value of $193,152.57 (with respect to each Covered Officer, the “Clawback Amount” and, in the aggregate, the “Clawback Amounts”). Such value is based on the closing price per share of Pathward Financial’s common stock of $77.79 on November 7, 2024, which was the date of settlement for the Fiscal 2022 performance shares.
PAYMENT AND RECOVERY
With respect to five of the six impacted Covered Officers, the Compensation Committee approved the recovery of the Clawback Amounts by reducing the number of shares that would have otherwise been earned by such Covered Officers upon vesting and settlement of the performance shares granted in fiscal 2023 relating to the three-year performance period ended September 30, 2025 (“Fiscal 2023 performance shares”) by an amount equal to each impacted Covered Officer’s Clawback Amount, on a pre-tax basis. The remaining Fiscal 2023 performance shares vested and were paid out in November 2025 based on Pathward Financial’s EPS performance over the three-year performance period
One impacted Covered Officer, Kia Tang, who is a former executive officer that ceased to be employed by the Company in May 2022, did not have Fiscal 2023 performance shares or any other unvested long-term equity awards outstanding as of the date of the Compensation Committee’s determination. After actively seeking cash repayment from Tang, on January 2, 2026, the Compensation Committee determined that recovery of Tang’s Clawback Amount of $11,824.08 would be impracticable pursuant to Rule 10D-1 of the Exchange Act. In making this determination, the Compensation Committee considered, among other things, the amount of legal fees that would be required to further pursue recovery from Tang as compared to Tang’s Clawback Amount of $11,824.08.
Because the Compensation Committee made its determination as to erroneously awarded compensation in November 2025, the Compensation Committee had not determined the amount of erroneously awarded compensation as of September 30, 2025, the end of Pathward Financial’s last completed fiscal year. As of December 31, 2025, the aggregate dollar amount of erroneously awarded compensation that remained outstanding was $11,824.08; however, as discussed above, the Compensation Committee has determined that recovery of such amount is impracticable.
       
Stock Price or TSR Estimation Method  
Fiscal 2022 Performance Share Goals
Fiscal
Year
Performance Goals
Actual Results
(Pre-Restatement)(1)
Percentage of
Target Earned
(Pre-Restatement)(1)
Actual Results
(Post-Restatement)(2)
Percentage of Target Earned
(Post-Restatement)(2)
ThresholdTargetMaximum
Earnings Per
Share (100%)
2022
$3.92 $4.91 $5.89 $5.24 90%$4.54 81%
2023
$4.37 $5.46 $6.55 $7.20 149%$5.24 90%
2024
$5.08 $6.35 $7.62 $7.87 121%$7.20 167%
3-year Average
Percentage of
Target Earned
120%113%
(1)The amounts set forth in the “Actual Results (Pre-Restatement)” and “Percentage of Target Earned (Pre-Restatement)” columns reflect the Company’s EPS performance and the corresponding percentage of target achievement based on pre-Restatement results. Such amounts were disclosed in the Company’s 2024 proxy statement and were used in determining the number of shares that were issued to each Covered Officer in settlement of the 2022 performance shares on November 7, 2024.
(2)The amounts set forth in the “Actual Results (Post-Restatement)” and “Percentage of Target Earned (Post-Restatement)” columns reflect the Company’s EPS performance and the corresponding percentage of target achievement based on the restated results. Such amounts were used in determining the number of shares that should have been issued to each Covered Officer in settlement of the 2022 performance shares.
       
Performance Period, Cash Incentive Awards   1 year        
Performance Period, Performance Share Awards   3 years        
Vesting Period, Performance-Contingent Restricted Stock Awards   1 year        
Earnings Per Share, Pre-Restatement, Percentage Of Target Earned, Three-Year Average 120.00%   120.00%      
Earnings Per Share, Post-Restatement, Percentage Of Target Earned, Three-Year Average 113.00%   113.00%      
Erroneous Compensation Number Of Officers Impacted | officer   6        
Performance Goal, Earnings Per Share, Threshold     $ 5.08 $ 4.37 $ 3.92  
Performance Goal, Earnings Per Share, Target     6.35 5.46 4.91  
Performance Goal, Earnings Per Share, Maximum     7.62 6.55 5.89  
Earnings Per Share, Actual, Pre-Restatement     $ 7.87 $ 7.20 $ 5.24  
Earnings Per Share, Pre-Restatement, Percentage Of Target Earned     121.00% 149.00% 90.00%  
Earnings Per Share, Actual, Post-Restatement     $ 7.20 $ 5.24 $ 4.54  
Earnings Per Share, Post-Restatement, Percentage Of Target Earned     167.00% 90.00% 81.00%  
Erroneous Compensation Amount, Excess Shares | shares   2,483        
Erroneous Compensation Amount, Excess Shares, Value | $   $ 193,152.57        
Share Price, Common Stock           $ 77.79
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Sep. 30, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true