Douglas Hajek
PATHWARD FINANCIALAbout Douglas J. Hajek
Douglas J. Hajek, age 75, is an independent director and the Vice Chair of the Board at Pathward Financial, Inc. (CASH). He has served on the Board since 2013, previously as Chair from 2021–2024 and Vice Chair from 2019–2021, and became Vice Chair again in 2024; he also serves as Vice Chair of the Pathward, N.A. board since February 2024 . A retired Partner and Of Counsel at Davenport, Evans, Hurwitz & Smith, LLP (retired December 31, 2024), Hajek’s background spans commercial banking management, legal/regulatory work, and government relations including drafting South Dakota banking and trust legislation—experience the Board cites as core to Pathward’s regulatory, operations, and management oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pathward Financial, Inc. | Chair of the Board | 2021–2024 | Led Board through fintech-focused transformation; strong risk governance . |
| Pathward Financial, Inc. | Vice Chair of the Board | 2019–2021; 2024–present | Supports independent chair structure and executive session governance . |
| Pathward, N.A. | Vice Chair of the Board | Since Feb 2024 | Oversees bank-level risk and regulatory engagement . |
| Davenport, Evans, Hurwitz & Smith, LLP | Partner and Of Counsel | 2020–Dec 31, 2024 (retired) | Corporate/financial services focus; law firm relationship reviewed for independence . |
| U.S. Bank and two independent banks | Management roles | Noted | Commercial banking management experience . |
| South Dakota Legislature (government relations) | Legislative liaison | Noted | Drafted/enacted banking/trust legislation; regulatory expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| South Dakota Building Authority | Vice Chair | Current | State authority role; governance/finance exposure . |
| Educational Enhancement Finance Corporation | Vice Chair | Current | Public finance expertise . |
Board Governance
- Independence: The Board determined Hajek is independent, considering Pathward’s ordinary-course payments to Davenport Evans (where he was of counsel) and the fact his son-in-law is a limited partner; amounts and lack of personal financial interest led to a “not material” conclusion .
- Leadership and structure: Independent Chair (Becky Shulman), separated from CEO; Hajek is Vice Chair. Committees are composed entirely of independent directors and meet in executive session without management .
- Committee assignments: Risk Committee Chair; Risk Committee met 4 times in FY2024. Audit (9), Compensation (6), Nominating & Sustainability (6), Board (4 regular, 1 special), executive sessions (4) .
- Risk oversight: The Risk Committee jointly oversees enterprise-wide risk with Pathward, N.A.; risk appetite, credit portfolio administration, cybersecurity updates, and emerging risk monitoring flow regularly to the Board .
- Attendance and engagement: Each director attended at least 75% of Board/committee meetings in FY2024; average attendance was ~98% per director; all directors (except Moore) attended the 2024 Annual Meeting .
- Stock ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer in stock, with a 5-year compliance window; all long-tenured directors have met the requirement .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board member retainers (Pathward Financial + Pathward, N.A.) | 32,500 + 27,500 | Standard member cash retainers . |
| Vice Chair retainers (Pathward Financial + Pathward, N.A.) | 15,000 + 5,000 | Additional Board leadership retainers . |
| Risk Committee Chair retainer | 15,000 | Committee chair fee . |
| Total cash fees paid (disclosed) | 95,000 | Matches disclosed “Fees Earned or Paid in Cash” . |
| Annual stock award (shares) | 2,950 | Fully vested on grant; grant-date value targeted at $150,000 . |
| Stock Awards (grant-date fair value, disclosed) | 152,043 | Accounting fair value for FY2024 grant . |
| All Other Compensation | 295 | Primarily dividend equivalents on prior-year awards . |
| Total FY2024 compensation | 247,338 | Cash + equity + other . |
Performance Compensation
- Non-employee directors do not receive options, PSUs, or performance-based cash bonuses; annual equity grants are fully vested at grant and intended to align director interests via ownership requirements .
- Hedging/pledging: Directors are prohibited from hedging or pledging company stock under the Insider Trading Policy .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Public Company? |
|---|---|---|---|
| South Dakota Building Authority | State authority | Vice Chair | No . |
| Educational Enhancement Finance Corporation | State authority | Vice Chair | No . |
| Pathward, N.A. | Bank subsidiary | Vice Chair/Director | No (subsidiary) . |
No other public company directorships were disclosed for Hajek .
Expertise & Qualifications
- The Board cites Hajek’s combined banking management, lobbying, and legal experience as providing extensive regulatory, operational, and management oversight value; prior service as Chair/Vice Chair demonstrates board leadership and risk governance depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|
| Douglas J. Hajek | 19,531 | 0.08% | None of listed shares are pledged . |
| Shares outstanding (reference) | 24,119,416 | — | — . |
The company states none of the shares in the beneficial ownership table are pledged; directors are subject to stock ownership and retention guidelines (5x cash retainer) and long-tenured directors have met compliance .
Governance Assessment
- Strengths
- Independence affirmed despite prior law firm relationship; payments deemed ordinary-course and immaterial—reducing conflict risk .
- Board/committees entirely independent; separated Chair/CEO; robust executive sessions and self-assessments; strong attendance—positive for board effectiveness .
- Risk Committee chaired by Hajek; clear enterprise risk governance and regular reporting—supports investor confidence in risk oversight .
- Strict stock ownership, clawback, and no-hedging/pledging policies—alignment and risk controls .
- Potential Watch Items
- Prior affiliation with Davenport Evans and family limited partner interest considered in independence determination; Board found not material, but investors may monitor ongoing ordinary-course services to the firm (Hajek retired Dec 31, 2024, which further lowers exposure) .
- Age policy: new nominations after age 72 require Board exemption; Pathward has no term limits and Hajek’s long tenure suggests continuity; refreshment tracked via recent board additions .
- Red Flags
- Related-party transactions: None since the beginning of FY2024—reduces conflict risk .
- Section 16(a) filings: Late filings noted for CEO Pharr and former CFO Herrick, not for Hajek—no filing red flag for Hajek .
- No pledging/hedging allowed; none of director shares listed are pledged—alignment maintained .
Overall, Hajek’s governance profile signals strong risk oversight as Risk Committee Chair, high engagement, and policy alignment (ownership, clawbacks, no hedging/pledging). The independence review around his former law firm was explicit and concluded immaterial—mitigating conflict concerns .