Kendall Stork
PATHWARD FINANCIALAbout Kendall E. Stork
Independent director at Pathward Financial, Inc. (ticker: CASH); age 71; serving on the Board since 2016 with current term expiring in 2026 . Former Sioux Falls Site President at Citibank for 17 years (1999–2016) and President/CEO of Citibank, South Dakota, bringing deep financial services leadership and audit/risk oversight experience; designated by the Board as an “audit committee financial expert” . The Board has determined Stork is independent under SEC and NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citibank | Sioux Falls Site President | 17 years (1999–2016) | Led major site; senior financial services leadership |
| Citibank, South Dakota | President & CEO | Not disclosed | Operated state banking entity |
| Citibank, South Dakota | Board Member (Chair for 7 years) | 12 years | Board leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pathward, N.A. | Director | Since 2016 | Bank subsidiary board; aligns oversight across holding company and bank |
| — | — | — | No current other public company boards disclosed for Stork |
Board Governance
- Committee assignments: Audit Committee Chair; Risk Committee member .
- Audit Committee meetings: 9 in FY2024; all members independent; Stork and Zlatkus designated audit committee financial experts .
- Risk Committee meetings: 4 in FY2024; oversees enterprise-wide risk including credit, compliance, IT/cybersecurity .
- Independence: Board determined Stork is independent; each standing committee is composed exclusively of independent directors .
- Attendance and engagement: Board held 4 regular and 1 special meeting in FY2024; each director attended at least 75% of Board/committee meetings; average Board and committee meeting attendance was 98% per director; four executive sessions were held without management .
- Leadership structure: Independent Chair of the Board (Becky S. Shulman) and separate CEO; risk oversight conducted via joint committees between holding company and bank .
| Committee | Role | FY2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Chair | 9 | Financial reporting integrity, internal/external audit, disclosure controls, legal/regulatory compliance |
| Risk | Member | 4 | Enterprise risk profile, risk appetite/limits, credit risk, cybersecurity oversight |
Fixed Compensation
- Program structure (FY2024): Annual cash retainers for service on both Pathward Financial and Pathward, N.A.; equity grant fully vested at grant; committee chair/member retainers; no meeting fees disclosed .
- Stork’s FY2024 Director Compensation:
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 | Board and committee retainers |
| Stock Awards ($) | $152,043 | Grant date fair value; 2,950 fully vested shares granted 2/27/2024 |
| All Other Compensation ($) | $295 | Dividends as-if timing for certain awards |
| Total ($) | $247,338 | Sum of above |
- Retainer schedule (combined Pathward Financial and Pathward, N.A., FY2024): Member cash retainers $32,500 (holding company) + $27,500 (bank); annual stock award valued at $150,000, rounded to 2,950 shares, fully vested upon grant; Chair retainers $56,250 (holding company) + $18,750 (bank); committee retainers: Audit $15,000 member/$25,000 chair; Compensation $10,000/$15,000; Nominating & Sustainability $10,000/$15,000; Risk $10,000/$15,000 .
Performance Compensation
- No performance-linked director compensation metrics disclosed; stock awards are fully vested upon grant; columns for “Option Awards,” “Non-Equity Incentive Plan Compensation,” and “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” are not applicable for directors .
| Performance-linked element | Status | Notes |
|---|---|---|
| Equity tied to performance metrics | Not disclosed | Director equity grants fully vested on grant; no performance conditions |
| Cash incentives | Not applicable | No non-equity incentive plan for directors |
| Options | Not applicable | No option awards for directors |
Other Directorships & Interlocks
- Current: Pathward, N.A. director (since 2016) .
- Prior: Citibank, South Dakota Board Member and Chair .
- Interlocks/conflicts: The company reported no related person transactions since the beginning of FY2024; independence determinations disclosed specific relationships for other directors but none for Stork .
- Service limits: Directors may not serve on >4 other public company boards; Audit Committee members may not serve on >2 other public company audit committees .
Expertise & Qualifications
- Audit committee financial expert designation, based on experience, training, and education .
- Senior leadership in financial services; strong financial and management expertise .
- Risk oversight experience through Risk Committee and prior bank leadership .
Equity Ownership
- Beneficial ownership: 17,053 shares; 0.07% of outstanding; held by a trust of which Stork is co-trustee; none of the shares listed are pledged .
- Director stock ownership guidelines: Minimum holding equal to 5x annual cash retainer; directors must retain at least 50% of net shares until in compliance; all non-employee directors serving as of January 1, 2018 have achieved the minimum requirement .
- Hedging/pledging: Prohibited under the Insider Trading Policy for directors and covered persons .
| Metric | Value | Notes |
|---|---|---|
| Shares owned | 17,053 | Trust; Stork co-trustee |
| Ownership % of shares outstanding | 0.07% | Based on 24,119,416 shares outstanding |
| Shares pledged as collateral | None | Insider Trading Policy prohibits pledging/hedging |
| Ownership guideline compliance | Achieved (legacy non-employee directors) | 5x annual cash retainer guideline |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; strong attendance culture (98% average) and ≥75% individual compliance; robust committee activity (Audit 9 meetings, Risk 4); strict no hedging/pledging policy; director ownership guidelines (5x retainer) enhance alignment; no related party transactions in FY2024; high say‑on‑pay support (97% in 2024; ~97.7% 3‑year average) signaling investor confidence in compensation oversight .
- Potential watch items: Age 71; Board policy requires specific exemption for nominations after age 72—signals potential succession/refreshment consideration within next cycle . Equity awards are fully vested at grant for directors, which reduces performance linkage but is mitigated by ownership-retention requirements .
- Conflicts/red flags: None disclosed for Stork; no pledging; no related-party transactions; no delinquent Section 16(a) filings cited for Stork (late filings noted for CEO/CFO only) .
Overall, Stork’s audit leadership and independence support board effectiveness in financial reporting and risk oversight, with strong alignment via ownership guidelines and no conflict indicators disclosed .