Lizabeth Zlatkus
PATHWARD FINANCIALAbout Lizabeth H. Zlatkus
Lizabeth H. Zlatkus, age 66, is an independent director of Pathward Financial, Inc. (ticker: CASH) since 2021. She is a retired Chief Risk Officer and Chief Financial Officer of The Hartford Financial Services Group, with prior roles including President of two divisions and Co‑President of The Hartford Life Insurance Companies (1983–2011) . At Pathward, she serves on the Audit and Compensation Committees and is designated by the Board as an audit committee financial expert, reflecting deep risk, finance, and regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hartford Financial Services Group | Chief Financial Officer; Chief Risk Officer; President of two significant divisions; Co‑President, The Hartford Life Insurance Companies | 1983–2011 | Led finance and enterprise risk; multi‑division P&L and governance experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Axis Capital Holdings Limited (public) | Director; Chair of Audit Committee; Member of Finance and Executive Committees | Since 2019 | Audit (Chair); Finance; Executive |
| Brighthouse Financial, Inc. (public) | Director | Since April 2024 | Audit; Finance and Risk Committees |
| Pathward, N.A. | Director | Since 2021 | Aligns bank‑level oversight with holding company governance |
| Boston Private Financial Holdings, Inc. (public) | Director (prior) | 2015–2021 | Board oversight experience at bank holding company |
| Indivior PLC (public) | Director (prior) | 2016–2019 | Governance experience in life sciences |
Board Governance
- Independence: Board determined Zlatkus is independent; each standing committee is composed exclusively of independent directors .
- Committee assignments: Audit Committee member; Compensation Committee member; Audit Committee chaired by Kendall Stork; Compensation Committee chaired by Ronald McCray .
- Audit committee financial expert: Board determined Zlatkus (and Stork) qualify as audit committee financial experts per SEC rules .
- Attendance and engagement: Board held 4 regular + 1 special meetings; committees held Audit (9), Compensation (6), Nominating & Sustainability (6), Risk (4). Average board/committee attendance was ~98%; each director attended ≥75% of meetings in FY2024 .
- Years of service: Director since 2021 (current term expires 2027) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $85,000 | Board/committee retainers |
| Stock Awards (grant‑date fair value) | $152,043 | Annual director equity; fully vested at grant |
| All Other Compensation | $295 | Dividends on prior awards (as if granted on 2/28/2023) |
| Total | $237,338 | Sum of components |
Director Program (FY2024) – Key Elements:
- Annual cash retainer: Increased from $50,000 to $60,000 (Pathward Financial: $32,500; Pathward, N.A.: $27,500) .
- Annual stock award: $150,000 grant value, rounded to 2,950 shares, fully vested upon grant on 2/27/2024 .
- Committee retainers (member/chair): Audit $15,000/$25,000; Compensation $10,000/$15,000; Nominating & Sustainability $10,000/$15,000; Risk $10,000/$15,000 .
Performance Compensation
- Options/PSUs: Not applicable to non‑employee director pay; FY2024 stock awards for directors are time‑based and fully vested upon grant (no performance metrics) .
- Meeting fees: Not disclosed/none beyond retainers .
Other Directorships & Interlocks
| Company | Sector | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Axis Capital Holdings Limited | Insurance | Audit (Chair); Finance; Executive | No related‑party transactions disclosed at Pathward; audit chair role adds oversight load . |
| Brighthouse Financial, Inc. | Insurance | Audit; Finance and Risk | Additional audit committee service; within Pathward policy limits . |
| Pathward, N.A. | Banking | Board member | Bank‑level oversight with joint Risk Committee structure . |
- Related party/transactions: None since the beginning of FY2024; Board reviewed independence and found certain relationships immaterial for other directors; none noted for Zlatkus .
- Overboarding policy: Directors may not serve on >4 other public company boards; Audit Committee members may not serve on >2 other public company audit committees. Zlatkus serves on two other public company audit committees (Axis, Brighthouse), fitting within policy .
Expertise & Qualifications
- Risk and finance leadership: Former CFO and CRO; extensive operations, regulation, and governance experience in financial services .
- Audit expertise: Designated audit committee financial expert; active on multiple public company audit committees .
- Strategic/operational oversight: Prior division president roles and co‑leadership of life insurance operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Lizabeth H. Zlatkus | 11,400 | 0.05% | As of 12/31/2024; none pledged . |
- Director stock ownership guidelines: Minimum holdings equal to 5x annual cash retainer; must retain at least 50% of net shares until compliance; all directors have met or are progressing toward requirements .
- Hedging/pledging prohibition: Directors and officers prohibited from hedging or pledging company stock under Insider Trading Policy .
- Director grants vesting: FY2024 director stock awards fully vested at grant, improving immediacy of ownership alignment .
Governance Assessment
- Board effectiveness: Independent director with audit and compensation committee roles and audit financial expert designation—a strong fit for oversight of financial reporting, risk, and pay governance .
- Attendance and engagement: FY2024 attendance metrics (98% average; each ≥75%) and quarterly executive sessions indicate active, independent oversight culture .
- Pay alignment: Director compensation combines cash retainers and equity; ownership guidelines and holding requirements strengthen alignment; no options, no performance‑linked director equity—standard for bank governance .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for FY2024; independence affirmed .
- Risk indicators: No Section 16(a) filing issues noted for Zlatkus; late filings disclosed for two executives (not involving her) .
- Time‑commitment watchpoint: Concurrent service on two other public companies’ audit committees is within Pathward’s policy; monitor if additional audit roles are added that could exceed the cap .
- Shareholder confidence signals: Robust clawback policies, prohibition on hedging/pledging, independent chair, and strong Say‑on‑Pay support (>97% in 2024) support governance quality .