Neeraj Mehta

About Neeraj K. Mehta

Independent director of Pathward Financial, Inc. (Nasdaq: CASH) since February 27, 2024; age 54; nominated for a two‑year term ending 2027. He serves on the Audit Committee and the Governance, Nominating and Sustainability Committee; he also sits on the Pathward, N.A. bank board. Mehta is CEO of DigniFi (Nov 2021–present), previously EVP roles at Synchrony (2015–2021) and senior leadership at GE Capital (1996–2015). Education: B.S. (UC Irvine) and MBA (Syracuse University).

Past Roles

External Roles

Board Governance

• Independence: Board determined Mehta is independent; all standing committees are composed exclusively of independent directors.
• Committee assignments: Audit Committee (members: Stork—Chair, McCray, Mehta, Zlatkus) and Governance, Nominating & Sustainability Committee (Hoople—Chair, Mehta, Perretta). Mehta is not a committee chair.
• Attendance: Each director attended at least 75% of board/committee meetings in FY2024; average attendance 98%. Board held 4 regular and 1 special meeting; Audit 9; Nominating 6; Risk 4.
• Leadership structure: Independent Chair (Becky S. Shulman); CEO and Chair roles separated; Vice Chair (Douglas J. Hajek). Executive sessions held without management.
• Risk oversight: Joint Risk Committee across the holding company and bank; Audit oversees controls and compliance; Nominating & Sustainability oversees board composition and ESG risks.

Fixed Compensation

• Program updates (effective FY2024): Annual cash retainer increased to $60,000 (holding company $32,500; bank $27,500); stock award changed to fully vested on grant; committee fees increased (Audit chair $25,000; Audit member $15,000; Nominating/Sustainability chair $15,000; member $10,000; Compensation chair $15,000; member $10,000; Risk chair $15,000; member $10,000).

Performance Compensation

• Options/PSUs: No option awards to directors in FY2024; annual director equity uses fully vested stock (not performance‑conditioned).
• Change‑in‑control treatment (plan level): Non‑employee director awards become fully exercisable/vested upon a Change in Control under the 2023 Omnibus Incentive Plan.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial services operator with nearly three decades across payments, consumer lending, and commercial finance; senior leadership as CEO/EVP with M&A and business development exposure.
• Board experience with fintech/startup companies; relevant to Pathward’s Banking‑as‑a‑Service and Commercial Finance strategy.
• Formal education in social sciences and MBA; supports strategic and management oversight.

Equity Ownership

Governance Assessment

• Positive signals

  • Independent director with relevant domain expertise; committees composed entirely of independents.
  • Audit and Governance committee membership enhances board effectiveness; robust clawbacks and stock ownership guidelines strengthen alignment.
  • No related‑party transactions since FY2024 start and none involving Mehta per 8‑K.
  • Board attendance strong (≥75% for each director; 98% average); regular executive sessions; separated Chair/CEO roles.
  • Shareholder support for pay program (97%+ “Say‑on‑Pay” in 2024) indicates general governance confidence.

• Watchpoints

  • External CEO role at DigniFi: while no transactions disclosed, monitor for potential customer/partner relationships that could require recusal and audit review.
  • Not designated as an “audit committee financial expert” (committee has two such experts); ensure ongoing financial literacy and risk oversight depth.
  • New director still building toward ownership guideline; retention requirement mitigates turnover risk but monitor progress over five‑year window.

• Compensation structure observations

  • FY2024 shift to fully vested stock awards for directors reduces vesting risk but guidelines require 50% net share retention until compliant, preserving alignment; committee fee increases reflect workload (Audit 9 meetings; Nominating 6).

Related Party & Conflicts Review

• Policy: Audit Committee reviews transactions >$120,000 with related parties; certain ordinary‑course banking transactions are pre‑approved.
• FY2024: No related‑party transactions; independence determinations considered relationships for other directors but none noted for Mehta; 8‑K confirms none requiring Item 404(a) disclosure.

Director Attendance & Engagement

• Mehta’s committees met frequently (Audit: 9; Nominating & Sustainability: 6 in FY2024). Each director attended ≥75% of meetings; average 98% attendance across board/committees.
• Stockholder engagement: Company held 100+ investor meetings and calls in the year; directors encouraged to attend annual meeting (all except one director attended in 2024).

Compensation Committee Analysis Context (Company‑wide)

• Independent consultant Pay Governance LLC retained annually since 2019 for executive and director compensation benchmarking; committee meets heightened independence standards.
• Director compensation set within competitive range, reviewed biennially; FY2024 adjustments implemented after September 2023 study.

Summary

Mehta brings operational and strategic expertise from payments and commercial finance to Pathward’s board, serving on key oversight committees with an independence profile and clean related‑party record. His compensation and ownership structure aligns with governance policies (clawbacks, ownership guidelines, hedging/pledging prohibitions), and committee workloads/fees reflect active oversight. Ongoing monitoring for potential DigniFi intersections and progress toward ownership guidelines is prudent; otherwise, his appointment supports board effectiveness and investor confidence.