Christopher Perretta

About Christopher Perretta

Christopher (“Chris”) Perretta, age 67, is an independent director of Pathward Financial, Inc. (CASH) who joined the Board in 2023; his current term expires in 2026. He serves on the Risk Committee and the Governance, Nominating and Sustainability Committee. Perretta’s core credentials include senior executive experience in information technology, cybersecurity, risk, finance, and operations across global financial institutions and technology-intensive environments.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Perretta is independent; all standing committees (Audit, Compensation, Governance/Nominating & Sustainability, Risk) are composed of independent directors.
• Committee assignments: Perretta serves on the Risk Committee and the Governance, Nominating and Sustainability Committee.
• Committee composition and activity:
  • Risk Committee members: Douglas J. Hajek (Chair), Christopher Perretta, Kendall E. Stork; FY2024 meetings: 4.
  • Audit Committee members: Kendall E. Stork (Chair), Ronald D. McCray, Neeraj K. Mehta, Lizabeth H. Zlatkus; FY2024 meetings: 9.
  • FY2024 committee meeting counts, Board overview: Audit 9, Compensation 6, Nominating & Sustainability 6, Risk 4; Board held 4 regular and 1 special meeting; non‑employee directors held 4 executive sessions.
• Attendance: Each director attended at least 75% of the aggregate Board and applicable committee meetings; all directors (except Moore, whose term ended at the 2024 Annual Meeting) attended the 2024 Annual Meeting.
• Governance practices: Independent Chair (Becky S. Shulman), regular executive sessions, robust governance guidelines, enterprise risk management framework under Board oversight.
• Service limits and age policy: Directors may not serve on more than four other public company boards; Audit Committee members may not serve on more than two other public company audit committees; nominations after age 72 require Board exemption.

Fixed Compensation

• FY2024 director compensation (individual):

  Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
  Christopher Perretta	80,000	152,043	295	232,338

• FY2024 program structure (for combined service on Pathward Financial and Pathward, N.A. boards and committees):

  Component	Pathward Financial	Pathward, N.A.
  Member retainer (cash)	$32,500	$27,500
  Stock awards (shares)	2,950 shares; valued at $150,000; fully vested upon grant on Feb 27, 2024	N/A
  Board Chair retainer (cash)	$56,250	$18,750
  Board Vice Chair retainer (cash)	$15,000	$5,000

  Committee	Member Retainer ($)	Chair Retainer ($)
  Audit	15,000	25,000
  Compensation	10,000	15,000
  Nominating & Sustainability	10,000	15,000
  Risk	10,000	15,000

• Program changes effective FY2024: Cash annual retainer increased to $60,000 (+$10,000); committee member and chair retainers adjusted; stock awards changed from 1‑year vesting to fully vested upon grant.

Performance Compensation

• Structure: No option awards or non‑equity incentive plan compensation for directors; stock awards are time‑based and fully vested at grant date (Feb 27, 2024).

• Performance metrics: The proxy does not disclose performance metrics tied to director compensation grants (e.g., TSR, revenue, EBITDA) for non‑employee directors.

  Metric Category	Disclosure
  Equity award type	Common stock, fully vested at grant; 2,950 shares valued at $150,000 (Feb 27, 2024)
  Options/PSUs	Not applicable; no option awards disclosed for directors
  Cash bonus/meeting fees	Cash retainers and committee fees; no separate meeting fees disclosed
  Clawbacks	Company maintains clawback policies for officers; director‑specific performance clawbacks not disclosed

Other Directorships & Interlocks

• Related party transactions: No related person transactions since the beginning of FY2024 (>$120,000 threshold) per policy and Audit Committee oversight.

Expertise & Qualifications

• Board‑identified skills and experience: Extensive information technology and cybersecurity expertise; deep experience in risk, finance, operations (P&L), regulation, and governance. The Board cites his public company board experience and technology/operations credentials as key contributions.

Equity Ownership

• Beneficial ownership (as of Dec 31, 2024 record date):

  Holder	Shares Beneficially Owned	Percent of Class	Pledged as Collateral
  Christopher Perretta	6,200	0.03%	None (company states none of the listed shares are pledged)
  Shares outstanding	24,119,416 (for percent calculations)	—	—

• Stock ownership guidelines for directors: Minimum holding equal to 5x annual cash retainer; must retain at least 50% of net shares from equity grants until in compliance; directors from 2018 cohort have met requirements and other non‑employee directors have met or are making appropriate progress.

Governance Assessment

• Board effectiveness signals:

  • Independence: Perretta is independent; all standing committees are independent. This supports robust oversight of risk and compensation matters.
  • Risk oversight: Active Risk Committee membership (4 meetings FY2024) aligns with Perretta’s cybersecurity/IT background; committee mandate spans enterprise risk, credit risk, risk appetite and limits.
  • Attendance and engagement: Directors met ≥75% attendance thresholds; Board held regular executive sessions (4), indicating active independent oversight.
  • Ownership alignment: Perretta holds 6,200 shares (0.03%); stock awards fully vested at grant; directors subject to rigorous stock ownership guidelines and 50% net‑share holding requirement.
  • Compensation design: Cash retainers and fully‑vested equity grants; program adjustments in FY2024 modernized retainers and eliminated vesting period on grants, enhancing liquidity but reducing time‑based alignment versus prior one‑year vesting.

• Potential conflicts and related‑party exposure:

  • No related person transactions in FY2024; no shares pledged; service limits and audit committee load limits mitigate overboarding risks.

• RED FLAGS

  • None identified in disclosures: no related‑party transactions, no pledging, attendance thresholds met, and independence affirmed.

• Watch items for investors:

  • Fully‑vested grant structure reduces retention incentive versus prior vesting; monitor future equity design and stock ownership compliance progress for more recent directors.