Nadia Dombrowski

About Nadia Dombrowski

Nadia A. Dombrowski, age 63, is Executive Vice President and Chief Legal and Administrative Officer of Pathward Financial, Inc. (Nasdaq: CASH), serving as an executive officer since 2022 (EVP & Chief Legal Officer in Jan–Nov 2022; EVP & Chief Legal & Administrative Officer since Nov 2022) . Prior roles include SVP/General Counsel at Safrapay (2020–2021), SVP/General Counsel & Corporate Secretary at Community Federal Savings Bank (2015–2020), senior legal/operations leadership at MasterCard and Bank of America, and partner at Davis Wright Tremaine LLP in financial services/payments . Company performance context during her tenure includes FY2025 diluted EPS of $7.87 and net income of $185.9M, and Q4’25 revenue of $186.7M with NIM of 7.46% . Pay-versus-performance disclosures show strong EPS delivery and TSR progression in recent years; FY2022 PSUs paid at 120% of target based on three-year EPS performance (FY2022–FY2024) , and the $100 TSR value reached 242.98 in 2023 per the SEC table .

Past Roles

External Roles

Fixed Compensation

Notes

• FY2024 NEO salary schedule shows her base increased 4% YoY to $520,000 .
• FY2024 All Other Compensation includes company NQDC contribution $22,761, 401(k) $19,800, dividends on unvested RS $1,087, $600 remote stipend .

Performance Compensation

• Annual incentive structure (all-cash): 70% company financial goals (Net Income and ROA), 30% strategic/individual; NEO thresholds/targets/max set by role . FY2024 financial goals paid at 122% (weighted), and Dombrowski’s strategic/individual multiplier was 150%, resulting in 131% of target overall .

• Long-term incentives (design and performance):
  • FY2024 LTI mix: 50% performance‑contingent restricted stock (three-year ratable vesting if capital goals met), 50% PSUs (three‑year EPS, cliff vest) .
  • FY2025 change: adds three‑year cumulative EPS and three‑year relative TSR, 50/50 weight .
  • FY2022 PSUs (3‑yr EPS, FY2022–FY2024) paid at 120% of target; Dombrowski earned 1,763 shares .

Equity Ownership & Alignment

• Beneficial ownership: 12,582 shares (0.05% of class) .
• Stock ownership guidelines: required ≥1x base salary; status as of Sep 30, 2024: 1.3x excluding PSUs (2.5x including PSUs), indicating compliance/progress .
• Hedging/pledging: Company prohibits hedging or pledging of PATHWARD stock by officers/directors .
• No outstanding stock options for NEOs; none exercised/vested in FY2024 .

Vesting schedule (awards referenced in proxy)

• FY2024 RSA: 3,631 shares; vest in thirds on Oct 16 of 2024, 2025, 2026; minimum annual capital goal applies (8.0% goal was achieved for FY2024) . Footnote indicates 1,326 shares vest on Oct 16 of 2025 and 2026 for this award .
• FY2023 RSA: 2,332 shares; 981 vested Oct 16, 2024; 980 vest Oct 16, 2025 .
• FY2023 PSU: 4,370 units; cliff vest Oct 16, 2025 subject to EPS performance .
• FY2024 PSU: 3,939 units; cliff vest Oct 16, 2026 subject to EPS performance .

Employment Terms

• Start and current role dates: Joined Jan 6, 2022 (EVP & CLO), became EVP & Chief Legal & Administrative Officer on Nov 16, 2022 .
• Employment agreements: Company practices indicate NEOs do not have individual employment agreements; equity plans include double‑trigger CIC provisions .
• Severance policy (effective for FY2022+; applies to EVP-level):
  • Without cause, not in connection with CIC: 12 months of installments equal to 100% of base salary plus 100% of target annual bonus; 12 months medical benefits; continued vesting of equity (subject to performance); up to $10,000 outplacement; non-solicitation covenants apply for 12 months .
  • Without cause within 24 months post‑CIC (double trigger): lump sum equal to 100% of base salary plus 100% of target annual bonus; 1 year medical; full vesting of unvested equity; up to $10,000 outplacement .
  • Indicative payout table as of Sep 30, 2024 (Dombrowski): Termination w/o cause (non‑CIC) total $2,081,916; Termination w/o cause related to CIC total $2,081,916; Death/Disability $1,187,916; CIC without termination $1,187,916 .
• Clawbacks: Two policies—(i) Dodd‑Frank/Rule 10D‑1 restatement-based clawback effective Oct 2, 2023; and (ii) separate policy for “detrimental conduct” allowing recovery of incentive compensation during the misconduct period .
• Ownership/insider policies: Minimum ownership requirements; no hedging or pledging by officers/directors .
• Restrictive covenants: Severance conditioned on release, non‑disparagement, and 12‑month non‑solicitation of customers, employees, and third‑party relationships .

Compensation Structure Notes (pay-for-performance)

• Annual incentive metrics emphasize profitability and efficiency (Net Income, ROA) at 70% weighting, with the remainder tied to strategic/individual achievements; FY2024 financial goals paid at 122% and her strategic factor was 150% for a 131% total multiplier .
• Long-term equity is largely at-risk: RSAs require capital ratio thresholds; PSUs tied to EPS; FY2025 program adds 50% three‑year relative TSR to EPS, increasing market-aligned accountability .
• No stock options are outstanding, reducing “option-driven” risk incentives; equity design has multi‑year horizons .

Performance & Track Record Context

• EPS delivery: FY2025 diluted EPS $7.87 and FY2025 net income $185.9M .
• Revenue/NIM: Q4’25 total revenue $186.7M (up 4% YoY) and NIM 7.46%, reflecting balance-sheet optimization and fee income diversification .
• Fee mix: Noninterest income 39% of FY2025 total revenue, providing stability through cycles .
• PSU outcomes: FY2022 PSU program earned at 120% of target on 3‑yr EPS (FY2022–FY2024) .
• TSR reference: Pay vs Performance shows $100 investment value of 242.98 in 2023 in the SEC table (contextual TSR over the disclosed window) .

Compensation Peer Group (for benchmarking)

Peer companies used in FY2023 CD&A: ACI Worldwide; Axos Financial; CURO; Customers Bancorp; Enova; Green Dot; GreenSky; LendingClub; Live Oak Bancshares; MoneyGram; The Bancorp; TriState Capital; Triumph Financial; World Acceptance; WSFS Financial .

Risk Indicators & Red Flags

• Hedging/pledging prohibited; no excise tax gross-ups; robust clawbacks in place .
• No stock options and no evidence of option repricing; vesting largely performance-based .
• Section 16 compliance note in proxy cites certain late Form 4s for other executives; no Dombrowski-specific delinquency noted in the disclosure .

Investment Implications

• Alignment: High proportion of at-risk pay (cash bonus vs. strict financial targets; RSAs vs. capital thresholds; PSUs vs. EPS/relative TSR) suggests strong alignment with shareholders and reduces windfall risk. FY2025 addition of relative TSR tightens market-aligned incentives .
• Selling pressure watch: Material scheduled vesting windows occur around Oct 16, 2025 and Oct 16, 2026 (RSA tranches and PSU cliffs), which can create incremental, time-bound insider selling capacity; magnitudes are modest relative to shares outstanding (e.g., FY2023 PSU 4,370; FY2024 PSU 3,939) .
• Retention/transition economics: Severance is moderate (1x salary + 1x target bonus; 12 months benefits; double-trigger in CIC) with 12‑month non‑solicit—balanced between retention and shareholder protection; not overly rich and includes strong clawbacks .
• Ownership posture: She appears on track on ownership requirements (≥1x salary; actual ~1.3x excluding PSUs), supporting alignment; no pledging allowed .
• Execution signals: Above‑target EPS outcomes (PSUs at 120% for FY2022 grant) and consistent financial delivery underpin incentive payouts; continued emphasis on EPS/TSR metrics should maintain discipline through cycles .