Gregory Sigrist
PATHWARD FINANCIALAbout Gregory Sigrist
Gregory A. Sigrist, age 57, is Executive Vice President and Chief Financial Officer of Pathward Financial, Inc. (ticker: CASH), serving as CFO since November 22, 2023 (joined November 1, 2023 as CFO‑designee). He is a Certified Public Accountant with prior CFO roles at Metropolitan Bank Holding Corp. and Columbia Banking System, and senior finance roles at Morgan Stanley and Citigroup . Under his tenure as CFO in FY2024, Pathward delivered net income of $168.4M (up 3%), diluted EPS of $6.62 (up 11%), and ROA of 2.20%, with incentives paid above target reflecting 119%/129% achievement on Net Income/ROA goals and 122% weighted company payout; Say‑on‑Pay support exceeded 97% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pathward Financial, Inc. / Pathward, N.A. | EVP & Chief Financial Officer (CFO) | Nov 22, 2023 – present | Finance leadership during ongoing fintech pivot; delivered FY2024 EPS and ROA above incentive targets |
| Metropolitan Bank Holding Corp. / Metropolitan Commercial Bank | EVP & Chief Financial Officer | Aug 2020 – Oct 2023 | Public-company CFO experience in regulated banking |
| Columbia Banking System, Inc. / Columbia State Bank | EVP & Chief Financial Officer | Jun 2018 – Feb 2020 | Led finance at regional banking institution |
| Morgan Stanley (incl. Morgan Stanley Bank, N.A.) | Managing Director; CFO, Morgan Stanley Bank, N.A. (2014–early 2018) | ~2006 – 2018 | Senior finance leadership across bank and corporate finance functions |
| Citigroup | VP, Corporate Accounting Policy/M&A Finance | 2001 – 2006 | Technical accounting and M&A finance |
| Ernst & Young; McGladrey & Pullen | Senior auditing roles (financial services clients) | Pre‑2001 | Built audit foundation with regional/community banks; CPA |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the 2025 Proxy Statement | — | — | No current public company directorships disclosed for Sigrist in executive officer biographies . |
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Base Salary ($) | $500,000 |
| Target Annual Bonus (% of salary) | 85% |
| Annual Incentive Threshold/Target/Max (% of salary) | 42.5% / 85% / 157.25% |
| Actual Annual Incentive Paid ($) | $529,000 (rounded, paid for FY2024) |
| Other Cash (Sign‑on/Make‑whole) | $100,000 sign‑on cash; $174,688 make‑whole cash for forfeited equity (both paid per offer letter) |
Performance Compensation
Annual Incentive Plan – Structure and FY2024 Outcome (Sigrist)
| Component | Weight | Target Definition | FY2024 Payout Result |
|---|---|---|---|
| Net Income | 45% (part of 70% financial) | Company Net Income vs. pre‑set goal | 119% of target |
| Return on Assets (ROA) | 25% (part of 70% financial) | Company ROA vs. pre‑set goal | 129% of target |
| Strategic/Individual | 30% | Qualitative assessment of strategic/operational goals | 130% for Sigrist |
| Weighted Company Financial Payout | 70% | Weighted Net Income/ROA result | 122% |
| Total Payout Multiplier | — | Weighted financial + individual | 125% of target for Sigrist |
| Actual Bonus Paid ($) | — | Salary × Target% × Total Multiplier | $529,000 (rounded) |
Notes: The plan links 70% to financials (Net Income 45%, ROA 25%) and 30% to strategic/individual goals; company funding for financials achieved 122% for FY2024 .
Long‑Term Incentive (LTI) Plan – Design and Sigrist’s FY2024 Grants
For FY2024, NEO LTI mix: 50% Performance Shares (PSUs) and 50% performance‑contingent Restricted Stock (RSA); PSUs cliff‑vest after 3 years based on annual EPS goals averaged over the period; RSAs vest ratably over 3 years if minimum capital goals met (FY2024 capital goal achieved) .
| Award | Grant/Approval Date | Target Shares | Grant Date Fair Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|---|
| FY24 PSUs (CFO annual) | 11/15/2023 (approved 11/7/2023) | 7,325 | 362,514 | Cliff vest 10/16/2026 (3‑yr) | EPS vs. goals (annual set, 3‑yr average) |
| FY24 RSA (CFO annual) | 11/15/2023 (approved 11/7/2023) | 7,232 | 362,540 | 1/3 on 10/16/2024, 2025, 2026 (cap. goal trigger) | Min. capital (Basel III) |
| FY24 PSUs – New Hire (make‑whole) | 11/15/2023 (approved 11/7/2023) | 3,255 | 161,090 | Cliff vest 10/16/2026 (3‑yr) | EPS vs. goals |
| FY24 RSA – New Hire 1 (time‑vested) | 11/01/2023 (approved 10/23/2023) | 2,652 | 122,575 | 1/2 on 10/16/2025 and 1/2 on 10/16/2026 | Time‑vesting (make‑whole) |
| FY24 RSA – New Hire 2 (perf‑contingent) | 11/15/2023 (approved 11/7/2023) | 3,255 | 163,173 | 1/3 on 10/16/2024, 2025, 2026 (cap. goal trigger) | Min. capital |
Additional context:
- FY2024 EPS achieved 121% of target (affects in‑flight PSU cycles); FY2022 PSU cycle (prior design) paid at 120% (NEO cohort) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 15,069 shares; 0.06% of outstanding; none pledged |
| Unvested Time‑Vested RS (as of 9/30/2024) | 2,652 shares; market value $175,059 (at $66.01) |
| Unearned/Unvested Performance Awards (as of 9/30/2024) | 21,817 shares; market value $1,440,140 (PSUs/perf awards at target) |
| Key Upcoming Vesting Dates | RSAs: 10/16/2025 and 10/16/2026; PSUs: 10/16/2026 (subject to performance) |
| Executive Stock Ownership Guidelines | CFO target = 3× salary; Actual = 1.8× (excl. PSUs) and 3.2× (incl. PSUs) as of 9/30/2024; all continuing NEOs achieved or making appropriate progress |
| Hedging/Pledging | Prohibited for officers; no stock pledging allowed under policy |
Employment Terms
| Term | Key Economics/Provision |
|---|---|
| Start Date and Role | Joined 11/01/2023; CFO effective 11/22/2023 |
| Base Salary (initial) | $500,000 |
| Annual Cash Incentive | Target 85% of base (pro‑rated for FY2024 start) |
| Target Annual Equity | 145% of base (pro‑rated for FY2024 start) |
| Sign‑On/Make‑Whole | $100,000 cash; $300,000 equity (50% PSUs/50% perf‑RSAs); $174,688 cash and 2,652 time‑vested RSAs as forfeiture make‑whole |
| Sign‑On Clawback | Repayment of sign‑on/make‑whole cash if terminated for cause or voluntarily resigns within 12 months of 11/01/2023 |
| Clawback Policies (Company‑wide) | Two clawbacks: (1) SEC/NASDAQ accounting restatement policy; (2) “Detrimental conduct” policy enabling recovery of incentive compensation, incl. time‑vesting equity |
| Severance – Without Cause (non‑COC) | Cash = 100% salary + 100% target bonus (12 months for CFO); medical benefits continuation for 1 year; continued vesting of unvested equity (performance applies; awards granted within prior 6 months forfeited); up to $10,000 outplacement |
| Severance – COC (double‑trigger; within 24 months post‑COC) | Lump sum cash = 100% salary + 100% target bonus; 1 year medical; full vesting of unvested equity; up to $10,000 outplacement |
| Estimated Severance Values (as of 9/30/2024) | Non‑COC or COC termination: Cash $925,000; Medical $27,055; Equity $1,615,199; Total $2,577,254 (assuming target performance for equity) |
| Non‑Solicit and Conditions | Release of claims; non‑disparagement; non‑solicit (customers, employees, partners) for 12 months post‑termination |
Investment Implications
- Pay‑for‑performance alignment is strong: 70% of annual bonus tied to Net Income and ROA with 122% company payout for FY2024; CFO’s total bonus paid at 125% of target. LTI is 100% performance‑based (50% PSUs, 50% perf‑contingent RS) linked to EPS and capital, with FY2024 EPS at 121% of target .
- Retention risk appears moderate: significant unvested/equity‑at‑risk includes 21,817 performance‑based shares and 2,652 time‑vested shares as of 9/30/2024, plus multi‑year vesting through 10/16/2026; severance provides 1× salary+bonus (double‑trigger on COC), which is market‑typical and reduces abrupt departure incentives .
- Selling pressure windows to monitor: vesting events on 10/16/2025 and 10/16/2026 (RSAs; PSUs subject to performance) could add supply; company policy prohibits hedging/pledging, and directors/officers are subject to insider trading windows .
- Ownership alignment: CFO beneficially owns 15,069 shares (0.06%); he is progressing toward the 3× salary ownership guideline (1.8× excl. PSUs; 3.2× incl. PSUs) with robust clawbacks in place. High Say‑on‑Pay support (>97%) reduces governance overhang on pay .
- Execution track record: FY2024 results (EPS +11%; ROA 2.20%) and strategic actions (sale of Insurance Premium Finance; KBW Honor Roll recognition) underscore performance momentum under the current leadership team, including Sigrist in the CFO seat from late 2023 .
Key monitoring items: FY2025 addition of three‑year cumulative EPS and relative TSR (50%/50%) to LTI increases external alignment; track in‑flight PSU accruals and vesting outcomes, and any subsequent Form 4 activity around the October vesting dates **[907471_0000907471-25-000006_cash-20250115.htm:36]**.