Charles Ingram

About Charles Ingram

Charles C. Ingram, age 55, is Executive Vice President and Chief Technology and Product Officer at Pathward Financial (NASDAQ: CASH), serving as an executive officer since 2020; in July 2025 he was appointed EVP and Chief Information and Operations Officer, expanding his remit across technology, security, AI/data, product management and operations. He holds an MBA from Wake Forest University and a BA (Business Administration/Computer Science) from Furman University, and was a 2022 Arizona CIO ORBIE Award recipient . Company performance in FY2024 included net income of $168.4M (EPS $6.62) with ROAA of 2.20%, supporting above‑target incentive payouts; EPS grew 11% YoY, and financial metrics paid at 122% of target for NEOs .

Past Roles

External Roles

Fixed Compensation

Notes:

• Annual incentive structure: 70% on company financials (Net Income 45%, ROA 25%), 30% strategic/individual .
• FY2024 payout multipliers (company x individual) yielded 125% of target for Ingram; base $480k, 70% target, 125% payout → ~$419k cash bonus (rounded) .

Performance Compensation

• Annual incentive metrics and outcomes (FY2024):

  • Net Income and ROA weighted 70% in aggregate; weighted payout 122% of target for the financial component .
  • Strategic/individual assessment formed 30%; Ingram’s total payout multiplier: 125% of target .

• Long-term incentives (design and vesting):

  • Performance-Contingent Restricted Stock (PC-RSAs): 50% of target LTI; vest in equal thirds over three years if annual minimum capital goal (8.0%) is met (FY2024 goal achieved) .
  • Performance Share Units (PSUs): 50% of target LTI; three-year cliff vest; shares earned based on annual EPS goals averaged over the period. FY2022 PSU cycle earned at 120% of target; for FY2024 performance year within open cycles, EPS achievement was 121% of target .

• FY2024 Grants (approved Nov 2023; accounting grant date Feb 27, 2024): | Award | Grant Date | Threshold (#) | Target (#) | Max (#) | Fair Value ($) | Vesting/Notes | |---|---|---:|---:|---:|---:|---| | FY24 PSUs | 11/15/2023 | 1,697 | 3,395 | 6,789 | 168,019 | 3-year cliff; EPS goals each fiscal year . | | FY24 PC-RSAs | 11/15/2023 | — | — | — | 168,035 | Ratable vest 2024/2025/2026; min capital goal 8% . |

• Realized vesting (FY2024): | Metric | FY2024 | |---|---:| | Shares vested (restricted/PSU releases) (#) | 7,353 | | Value realized on vesting ($) | 362,409 |

• Open PSU cycles and FY2024 performance status:

  • FY2022 PSU cycle: 120% earned; Ingram earned 2,524 shares .
  • FY2023 and FY2024 PSU cycles: in-flight; FY2023 EPS (149%) and FY2024 EPS (121%) recorded; final payout TBD after cycle end .

• Forward-looking LTI change (FY2025 grants): move to 3-year cumulative EPS (50%) and 3-year relative TSR (50%) to sharpen line of sight to shareholder returns .

Equity Ownership & Alignment

Implications for selling pressure and vesting overhang:

• Ratable RSA tranches vest each Oct 16, 2025 and 2026; PSU cliffs in Oct 2025 and 2026. These dates can coincide with 10b5‑1/insider trading windows and may create episodic liquidity events post-vesting (subject to trading policies) .

Employment Terms

Compensation Structure Analysis

• Mix and leverage: For non-CEO NEOs, ~64% of target pay is variable (cash + equity), supporting pay-for-performance alignment .
• Annual plan rigor: FY2024 financial targets paid at 122% (financial composite), indicating strong performance against pre-set budgets; the individual/strategic component added differentiation (Ingram total 125%) .
• LTI emphasis shifting to TSR: FY2025 adds relative TSR (50%) alongside cumulative EPS, increasing sensitivity to shareholder returns (and potential upside/downside) .
• Minimal perquisites: NQDC contributions ($39,348), 401(k) match ($20,681), nominal dividends on unvested shares, and remote stipend; no tax gross‑ups disclosed .

Performance & Track Record

These company outcomes underpinned above-target annual bonuses and PSU performance accruals for Ingram and peers in FY2024 .

Governance, Peer Benchmarking, and Say‑on‑Pay

• Compensation Committee (McCray—Chair; Hoople; Zlatkus) retained Pay Governance LLC; target pay set near 50th percentile for comparable peers .
• Say‑on‑Pay support >97% in 2024; 3‑yr average 97.7% .
• Stock ownership guidelines apply to executives; robust clawbacks; prohibition on hedging/pledging .

Expertise & Qualifications

• Education: MBA (Wake Forest); BA Interdisciplinary (Business Admin/CS, Furman) .
• Technical leadership: AI/data/analytics, enterprise IT, product and innovation roles at large consumer and technology companies .
• Recognition: 2022 Arizona CIO ORBIE; advisory board role indicates strong industry network .

Investment Implications

• Alignment: High proportion of variable pay, strong ownership (3.2x guideline), and prohibition on pledging/hedging align Ingram with shareholders; FY2025 TSR metric introduction should further tether LTI to stock performance .
• Retention vs. overhang: Meaningful unvested equity (PSUs and RSAs) with vest dates in Oct 2025/2026 provides retention stickiness but introduces vesting-related supply risk near trading windows; watch for 10b5‑1 adoption around those periods .
• Change-in-control economics: Estimated CIC severance economics for Ingram (~$2.16M plus immediate equity vesting) are moderate relative to role and reduce entrenchment risk; equity vesting acceleration could be dilutive but is standard market practice .
• Execution risk and upside: Ingram’s expanded 2025 role (CIOO) centralizes technology, AI, and operations—execution on scalability/efficiency and product enablement is a lever for margin resilience and growth; compensation metrics (EPS/TSR) and PC‑RSA capital triggers should focus management on profitable growth and capital discipline .

Overall, Ingram’s pay design is performance-centric with clear capital and earnings gates, ownership well above guidelines, and compliant governance (no pledging/hedging; dual clawbacks). Upcoming vesting cliffs and the new TSR metric are key catalysts to monitor.