Pathward Financial : 2022 Proxy Statement(

2022 Proxy Statement

Pathward Financial, Inc.

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PATHWARD FINANCIAL, INC.

5501 SOUTH BROADBAND LANE SIOUX FALLS, SOUTH DAKOTA 57108 [phone]

Brett L. Pharr

Chief Executive Officer

"As Chief Executive Officer of Pathward Financial, I want to express my appreciation for your confidence and support during our renaming and rebranding this year."

Message from our CEO

JANUARY 18, 2023

Dear Fellow Stockholders,

On behalf of the Board of Directors and management of Pathward Financial, Inc., formerly known as Meta Financial Group, Inc., I am pleased to inform you that our Annual Meeting of Stockholders (the "Annual Meeting") will be held at 9:00 a.m., Central Standard Time, on Tuesday, February 28, 2023. The Annual Meeting will again be held virtually via the Internet due to the success of the 2021 and 2022 virtual annual meetings. We believe that a virtual meeting generally provides ease of access, the opportunity for real-time communication and cost savings for our stockholders and Pathward Financial.

Details regarding the business to be conducted at the Annual Meeting are described in this proxy statement and in the "Notice of Internet Availability of Proxy Materials" (the "Notice") that you received in the mail. We have also made available a copy of our Annual Report to Stockholders, which includes our Annual Report on Form 10-K. At the Annual Meeting, we will report on Pathward Financial's operations and outlook for the year ahead.

You are invited to attend the meeting. Whether or not you plan to attend the Annual Meeting, please read the accompanying proxy statement and then vote as promptly as possible. This will save us the additional expense of soliciting proxies and will ensure that your shares are represented at the meeting. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

Regardless of the number of shares you own, your vote is very important. Please act today.

The Board and management are committed to our mission of providing financial inclusion for all while generating solid returns on your investment. As Chief Executive Officer of Pathward Financial, I want to express my appreciation for your continued confidence and support.

Very truly yours,

Q

Tuesday, February 28, 2023

9:00 a.m., Central Standard Time

ACCESS: The Annual Meeting of Stockholders (the "Annual Meeting") can be accessed virtually at: www.virtualshareholdermeeting.com/CASH2023

At the Annual Meeting, stockholders will be asked to:

• Elect two directors for a term of three years until their successors are elected and duly qualified;
• Approve, by a non-binding advisory vote, the compensation of our named executive officers; and
• Ratify the appointment by the Board of Directors of the independent registered public accounting firm
  Crowe LLP as the independent auditors of Pathward Financial's financial statements for the fiscal year ending September 30, 2023.

By Order of the Board of Directors,

Brett L. Pharr

Chief Executive Officer

Sioux Falls, South Dakota

January 18, 2023

NOTICE

of Annual Meeting

of Stockholders

The Board of Directors of Pathward Financial (the "Board") recommends that you vote "FOR" the election of each of the nominated directors, "FOR" the non-binding advisory vote to approve the compensation paid to our named executive officers, and "FOR" the ratification of the appointment of the independent registered public accounting firm Crowe LLP.

We are not aware of any other business to come before the meeting. The record date for the Annual Meeting is December 30, 2022. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

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 again 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 55. 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.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be Held on February 28, 2023: Pathward Financial's Notice of Internet Availability of Proxy Materials, Proxy Statement, and Annual Report to Stockholders, including Pathward Financial's Annual Report on Form 10-Kfor the fiscal year ended September 30, 2022, are available at www.proxydocs.com/CASH.

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 18, 2023.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

INTERNET	TELEPHONE	MAIL	IN PERSON
Go to www.proxyvote.com. You	Call 1-800-690-6903toll-free.	If you received printed proxy	Attend the Annual Meeting
must have the control number	You must have the control	materials, you can vote by written	virtually and vote your shares
from your proxy card to vote	number from your proxy card to	proxy card. Enter your selections,	via the Internet. This is the only
your shares via the Internet.	vote your shares by telephone.	sign and date your proxy card and	method of voting during the
		mail it back in the postage-paid	Annual Meeting.
		envelope provided.

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 55 will be considered to be attending the Annual Meeting "in person." Please see page 55 for more information about how to vote and how to attend the Annual Meeting.

T A B L E O F C O N T E N T S
Proxy Statement Summary	4
Proposal 1: Election of Directors	7
Corporate Governance	13
Environmental, Social And Governance Matters	19
Compensation of Directors	23
Stock Ownership	25
Executive Officers	27
Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay")	28
Executive Compensation	31
Compensation Tables	42
Compensation Committee Report	51
Related Person Transactions	52
Delinquent Section 16(a) Reports	52
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	53
Information About The Annual Meeting	55
Stockholder Proposals for the Fiscal Year 2024 Annual Meeting	59
Annual Report on Form 10-K	59
Other Matters	59

PATHWARD FINANCIAL, INC. 2023 PROXY STATEMENT 3

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Proxy Statement Summary

Introduction

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".

Information About the Annual Meeting

Time and Place

Our Annual Meeting will be held as follows:

DATE:	TIME:	ACCESS:
February 28, 2023	9:00 a.m., Central Standard Time	www.virtualshareholdermeeting.com/CASH2023

Matters to be Considered

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

Proposal	Board's	Page
Recommendation	Reference
1.	Elect two directors for a term of three years until their successors are elected and duly qualified	FOR	7
2.	Approve, by a non-binding advisory vote, the compensation of our named executive officers	FOR	28
3.	Ratify the appointment of Crowe LLP as Pathward Financial's independent registered public	FOR	53
	accounting firm

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.

What's New?

We are providing information about changes to director compensation and related policies including increasing both the annual stock award and stock ownership requirements. We have also expanded our Environmental, Social and Governance (ESG) disclosures.

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PATHWARD FINANCIAL, INC. 2023 PROXY STATEMENT