Becky Shulman

About Becky S. Shulman

Becky S. Shulman, age 60, has served on Pathward Financial’s Board since 2016 and is an independent director currently serving as Chair of the Board (since February 2024). She is President of Card Compliant, LLC, and previously held senior finance roles at H&R Block (CFO, Treasurer) and U.S. Central Credit Union (Chief Investment Officer), providing extensive financial and management expertise to the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Shulman is independent, specifically reviewing Pathward’s business relationship with Card Compliant, LLC (where she is President/COO and a director), concluding it was not material and did not impact independence; payments were for services in the ordinary course and amounts involved were not material .
• Board leadership: Independent Chair since Feb 2024; positions of Chair and CEO are separated, with annual elections for Chair/Vice Chair, a structure the Board currently views as most effective; if combined in future, a Lead Independent Director would be appointed .
• Attendance: In FY2024 the Board held four regular and one special meeting; each director attended at least 75% of Board and relevant committee meetings. Non-employee directors convened four executive sessions without management; all directors except Moore attended the 2024 Annual Meeting . Average Board/committee attendance was 98% per director in FY2024 .
• Committee assignments: Shulman is not currently on Board committees; she serves as Board Chair .
• Committee independence and activity: All committees comprised independent directors in FY2024; meetings held were Audit (9), Compensation (6), Governance/Nominating & Sustainability (6), Risk (4) .

Fixed Compensation

• Program structure (FY2024, combined service on Pathward Financial and Pathward, N.A. Boards):
  • Member cash retainers: Pathward Financial $32,500; Pathward, N.A. $27,500 .
  • Chair retainers: Pathward Financial $56,250; Pathward, N.A. $18,750 .
  • Committee retainers (if applicable): Audit member $15,000 / chair $25,000; Compensation member $10,000 / chair $15,000; Governance/Nominating & Sustainability member $10,000 / chair $15,000; Risk member $10,000 / chair $15,000 .
  • 2024 changes: Annual cash retainer increased by $10,000 to $60,000; committee chair and member retainers increased; stock awards changed to fully vested upon grant .

Performance Compensation

• Equity grants for non-employee directors (FY2024): Annual stock award valued at $150,000 on grant date, rounded to 2,950 shares; shares fully vested upon grant (Feb 27, 2024) . Shulman’s grant-date fair value reported was $152,043 (accounting assumptions per 10-K Note 12) . No options or non-equity incentive plan compensation for directors .

• Stock ownership guidelines: Each non-employee director must hold shares equal to 5x annual cash retainer (excluding chair/committee fees) and retain at least 50% of net shares until compliant; directors serving since Jan 1, 2018 have achieved minimum ownership, others are compliant or progressing .

Other Directorships & Interlocks

• Current: Pathward, N.A. Director and Chair since Feb 2024 .
• Prior: Vice Chair, Pathward Financial & Pathward, N.A. (2021–2024); H&R Block Bank director (2009–2015) .
• Public company interlocks: None disclosed beyond Pathward entities; no other current public company boards listed for Shulman .

Expertise & Qualifications

• Financial leadership (CFO/Treasurer roles), investment management (Chief Investment Officer), and fintech/payments compliance experience; Board explicitly cites her financial and management expertise as qualifications .
• Governance quality signals: Independent Chair, separation of Chair/CEO, committee independence, annual self-assessments and director education (including governance, cybersecurity, AI, compliance) .

Equity Ownership

• Beneficial ownership: 26,499 shares; 0.11% of outstanding shares; none pledged as security. Outstanding shares at record date: 24,119,416 .
• Hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, pledging, or other hedging transactions by directors and covered persons .
• Ownership guideline compliance: All non-employee directors serving since Jan 1, 2018 have achieved minimum ownership requirement .

Governance Assessment

• Board effectiveness: Shulman’s role as independent Chair supports robust oversight and separation of duties; executive sessions chaired by the Chair enhance independent oversight; committee structures active and independent with substantive risk, audit, compensation, and governance responsibilities .
• Independence and conflicts: While Shulman leads a fintech firm (Card Compliant) operating in payments, the Board reviewed related dealings, deemed them ordinary-course and not material, and affirmed independence; no related person transactions since beginning of FY2024, reducing conflict risk .
• Incentive alignment: Director pay mixes cash retainers with equity fully vested at grant, plus stringent ownership guidelines (5x retainer and 50% net share retention) and no hedging/pledging—collectively promoting alignment with shareholders without encouraging excessive risk-taking. Director program updates increased retainers but maintained equity grants and ownership discipline .
• Attendance and engagement: FY2024 attendance thresholds met; average attendance of 98% and all directors (except one departing director) attended the annual meeting—signals strong engagement .
• Shareholder voice: “Say-on-Pay” support over 97% in 2024 and ~97.7% average over last three years suggests broad investor confidence in compensation governance (executive program), a positive governance signal for the Board led by Shulman .
• RED FLAGS: None disclosed regarding related party transactions, pledging/hedging, or attendance shortfalls for Shulman. Section 16 compliance issues noted for other individuals (CEO and former CFO) but not for Shulman .

Overall, Shulman’s independent chair role, finance-heavy background, and adherence to ownership and trading policies point to strong governance alignment and low conflict risk, with oversight efficacy supported by active committee structures and robust attendance .