Elizabeth Hoople
PATHWARD FINANCIALAbout Elizabeth G. Hoople
Elizabeth G. Hoople, age 66, is an independent director of Pathward Financial, Inc. (ticker: CASH) serving since 2014. She brings deep payments and consumer financial services expertise from senior roles at Wells Fargo, Providian Financial, and Citigroup, and is the Founder of Bank On Marketing, a consulting firm focused on go-to-market strategy and customer experience in payments. She currently chairs the Governance, Nominating and Sustainability Committee and serves on the Compensation Committee; her current board term is proposed to expire in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank On Marketing | Founder; Financial Services Consultant | March 2013 – present | Focus on go-to-market strategy, CX design, product marketing in payments |
| Wells Fargo | Head of Marketing, Consumer Credit & Payments divisions | 1998 – 2013 | Holds patents for “My Spending Report” budgeting tool on wellsfargo.com |
| Providian Financial | Senior management positions (Real Estate and Credit divisions) | Not disclosed | Consumer finance and credit operations leadership |
| Citigroup | Senior management roles (Consumer Banking Group); introduced first major Photocard product | Not disclosed | Consumer banking innovation and product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pathward, N.A. | Director | Since 2014 | Bank subsidiary board; dual service with Pathward Financial board |
Board Governance
- Independence: Hoople is an independent director; all standing committees are composed exclusively of independent directors; Compensation Committee members meet heightened NASDAQ independence standards .
- Committee assignments: Chair, Governance, Nominating & Sustainability; Member, Compensation .
- Committee activity: FY2024 meetings — Audit (9), Compensation (6), Nominating & Sustainability (6), Risk (4); Board met 4 regular and 1 special meetings .
- Attendance: Average Board and committee meeting attendance was 98% per director in FY2024 (company-wide statistic) .
- Executive sessions: Committees hold regular executive sessions without management present .
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5× annual cash retainer; must retain at least 50% of net shares from equity grants until compliant; directors serving as of Jan 1, 2018 (including Hoople) have achieved the minimum .
- Restrictions: No hedging or pledging of company stock by officers and non-employee directors per Insider Trading Policy .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Board member cash retainer (Pathward Financial) | $32,500 | Annual member retainer |
| Board member cash retainer (Pathward, N.A.) | $27,500 | Annual member retainer |
| Compensation Committee member retainer | $10,000 | Annual committee member fee |
| Nominating & Sustainability Committee chair retainer | $15,000 | Annual committee chair fee |
| Fees earned or paid in cash (reported total) | $85,000 | Matches sum of components above |
- Program adjustments for FY2024: Board cash retainer increased by $10,000 to $60,000 aggregate across boards; committee member and chair retainers increased (Audit member to $15,000; Compensation member to $10,000; Nominating & Sustainability member to $10,000; Chair retainers to $25,000 for Audit and $15,000 for Compensation/Nominating & Sustainability/Risk) .
Performance Compensation
| Equity Award (FY2024) | Grant Date | Shares Granted | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual stock award (Director) | Feb 27, 2024 | 2,950 | Fully vested upon grant | $152,043 |
- Equity award policy: Directors receive annual stock awards valued at $150,000 on grant date (rounded to nearest 50 shares); must retain at least 50% of net shares until ownership guideline is met .
- Performance metrics: No performance-contingent metrics disclosed for director equity; grants are fully vested at issuance (no TSR/financial targets) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Pathward, N.A. | Director | Nominating & Sustainability (Chair), Compensation (Member) mirror service across boards | No interlocks with competitors/suppliers/customers disclosed |
- No related person transactions since beginning of FY2024; insider loans conducted on market terms per Regulation O policies .
Expertise & Qualifications
- Financial services and payments: Senior leadership across consumer credit, payments, and banking products (Wells Fargo, Providian, Citigroup; founder of payments-focused consultancy) .
- Customer experience and product innovation: Patented budgeting tool (“My Spending Report”) and launch of high-engagement products; experience in go-to-market and CX design .
- Governance leadership: Chair of Governance, Nominating & Sustainability; oversight of independence, board succession, onboarding/education, DEIB and sustainability programs, and annual self-assessments .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged as Collateral | Notes |
|---|---|---|---|---|
| Elizabeth G. Hoople | 28,950 | 0.12% (of 24,119,416 outstanding) | None | As of Dec 31, 2024 record date |
- Compliance: All non-employee directors serving as of Jan 1, 2018 have achieved minimum stock ownership requirement, indicating Hoople’s compliance; retention of 50% of net shares required until compliance .
- Hedging/pledging: Prohibited under Insider Trading Policy .
Governance Assessment
- Strengths: Independent status; leadership as committee chair in governance/sustainability; strong attendance culture (98% average per director); robust clawback framework and prohibition on hedging/pledging; clear stock ownership alignment (5× cash retainer guideline) .
- Compensation mix: FY2024 compensation comprised $85,000 cash and $152,043 equity; equity ~64% and cash ~36% of total ($237,338), aligning incentives with shareholder outcomes (mix derived from reported amounts) .
- Conflicts/related-party risk: No related person transactions disclosed in FY2024; insider credit policies adhere to Regulation O with market terms; no pledging of shares allowed — low conflict risk signal .
- Signals: FY2024 director pay program changes raised cash and committee fees and shifted equity awards to fully vested at grant; while vest-at-grant reduces performance contingency, mandatory ownership/retention and no-hedging policies maintain alignment .
- Board leadership: Independent Chair of the Board and regular executive sessions reinforce board effectiveness; committee independence confirmed across FY2024 .