Ronald McCray
PATHWARD FINANCIALAbout Ronald D. McCray
Ronald D. McCray (age 67) is an independent director of Pathward Financial, Inc. (CASH), serving since 2021; his current term expires in 2025 and he is nominated for a new term to expire in 2028. He chairs the Compensation Committee and serves on the Audit Committee, bringing legal, governance, finance, risk, and operating expertise from senior roles at Nike and Kimberly-Clark, and board experience at public companies. He also serves on the boards of Pathward, N.A., Dallas News Corporation, and PowerSchool Group, LLC (Compensation Committee member), and is an Emeritus Trustee and Presidential Advisor at Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLJ Equity Partners (PE) | Advisor | 2015–present | Governance/strategy advisory |
| 645 Ventures (VC) | Advisor | 2016–present | Technology/company-building advisory |
| Career Education Corp. (now Perdoceo Education Corp.) | Chairman; Interim President & CEO | 2015–2016 | Led leadership transition and governance |
| NIKE, Inc. | Chief Administrative Officer | 2007–2009 | Enterprise operations and governance |
| Kimberly-Clark Corporation | SVP, Law & Government Affairs; Chief Compliance Officer | 1987–2007 | Legal, compliance, government affairs leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dallas News Corporation (public) | Director | Since 2010 | Not specified in proxy |
| PowerSchool Group, LLC (public) | Director; Compensation Committee member | Since 2021 | Compensation Committee |
| Pathward, N.A. | Director | Since 2021 | Bank subsidiary board |
| Cornell University | Emeritus Trustee; Presidential Advisor; Former Vice Chair of Board of Trustees | Not specified | Governance/education oversight |
Board Governance
- Independence: McCray is an independent director; the Board has an independent Chair (Becky S. Shulman), and all standing committees are composed exclusively of independent directors .
- Committee assignments: Compensation Committee (Chair), Audit Committee (member). FY2024 meetings: Compensation (6), Audit (9) .
- Attendance and engagement: Board held four regular and one special meeting in FY2024; non-employee directors convened four executive sessions without management. Each director attended ≥75% of Board/committee meetings; average attendance was 98% per director .
- Governance processes: Annual board/committee self-evaluations; robust clawback policies; stock ownership guidelines; independent comp consultant (Pay Governance) retained; committee charters publicly available .
Fixed Compensation
FY2024 non-employee director compensation program and McCray’s actual:
| Component | Amount | Notes |
|---|---|---|
| Board member retainers (cash) | Pathward Financial: $32,500; Pathward, N.A.: $27,500 | Program terms for FY2024 |
| Committee retainers (cash) | Audit: Member $15,000 / Chair $25,000; Compensation: Member $10,000 / Chair $15,000; Nominating & Sustainability: Member $10,000 / Chair $15,000; Risk: Member $10,000 / Chair $15,000 | Program terms for FY2024 |
| Additional Board chair/vice chair retainers (cash) | Chair: PF $56,250; PNA $18,750; Vice Chair: PF $15,000; PNA $5,000 | Program terms for FY2024 |
| Annual stock award | 2,950 shares; intended grant-date value $150,000; fully vested on grant (Feb 27, 2024) | Program design FY2024 |
| McCray FY2024 fees earned (cash) | $90,000 | Actual, director compensation table |
| McCray FY2024 stock awards (fair value) | $152,043 | Grant-date fair value recognized |
| McCray FY2024 all other compensation | $295 | Dividend equivalent and related items |
| McCray FY2024 total | $242,338 | Sum of components |
| Options/meeting fees | Not applicable | No option awards or meeting fees disclosed |
Performance Compensation
Compensation Committee metrics and outcomes (executive pay program overseen by McCray as Chair):
| Plan Element | Metric | Weight | FY2024 Outcome | Notes |
|---|---|---|---|---|
| Annual incentive (NEOs) | Net Income | 45% | 119% of target | Financial results weight 70% overall; strategic/individual 30% |
| Annual incentive (NEOs) | Return on Assets (ROA) | 25% | 129% of target | As above |
| Annual incentive (NEOs) | Strategic/Individual goals | 30% | Varies by executive | Subjective assessment; overall financial results earned at 122% of target |
| Long-term incentive (FY2024) | 3-year EPS vs targets | N/A | Earned shares cliff vest after 3 years | Aligns with multi-year performance |
| Long-term incentive (FY2024) | Performance-contingent restricted stock | N/A | Vests ratably over 3 years upon annual minimum capital goal | Capital compliance focused |
| Long-term incentive (FY2025 change) | 3-year cumulative EPS | 50% | New weighting for FY2025 LTI | Set at grant |
| Long-term incentive (FY2025 change) | 3-year relative TSR | 50% | New weighting for FY2025 LTI | Added performance measure |
- Say-on-Pay: 2024 approval >97%; average 97.7% over last 3 years, indicating strong shareholder support for the program stewarded by the Compensation Committee .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Tenure | Notes / Potential Conflicts |
|---|---|---|---|---|
| Dallas News Corporation (public) | Director | Not disclosed | Since 2010 | Media company; no related-party transactions disclosed in CASH proxy |
| PowerSchool Group, LLC (public) | Director | Compensation Committee member | Since 2021 | EdTech; committee service disclosed; no conflicts or related-party transactions disclosed in CASH proxy |
| Pathward, N.A. | Director | Bank subsidiary board | Since 2021 | Internal subsidiary; standard dual-board governance |
- Conflict screening: The Governance, Nominating & Sustainability Committee monitors director independence and potential conflicts; no related-party transactions or conflicts involving McCray are disclosed in the proxy .
Expertise & Qualifications
- Legal and compliance (former Chief Compliance Officer; SVP Law & Government Affairs at Kimberly-Clark); governance and risk oversight; senior operational leadership (NIKE CAO) .
- Public company board experience; accounting/finance literacy; operations and marketing experience; legal training enhances Board collective skills .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Pledged? | As-of Date |
|---|---|---|---|---|
| Ronald D. McCray | 12,594 | 0.05% | None pledged | Record date Dec 31, 2024 |
| All current executive officers and directors (13 persons) | 297,655 | 1.23% | Not specified individually | Record date Dec 31, 2024 |
| Shares outstanding | 24,119,416 | — | — | Record date Dec 31, 2024 |
- Stock ownership guidelines: Minimum of 5x annual cash retainer; must retain at least 50% of net shares from equity grants until compliant; directors serving as of Jan 1, 2018 met requirements; others have met or are making appropriate progress .
Governance Assessment
- Strengths: Independent director with deep governance/risk/legal background; Compensation Committee Chair with established use of independent consultant (Pay Governance) and strong shareholder support (>97% Say-on-Pay); active committee engagement (Compensation met 6x; Audit met 9x); high attendance standards and practice (each director ≥75%; ~98% average) .
- Alignment: Director pay structure balanced with meaningful equity component (fully vested annual grant); ownership guidelines reinforce skin-in-the-game; McCray beneficially owns 12,594 shares and no pledging disclosed .
- Potential risks/monitoring: External public board roles (Dallas News; PowerSchool) within service limits; audit committee service limited by policy; Governance committee oversight of independence/conflicts in place; no Section 16 issues cited for McCray; continue monitoring for related-party transactions or repricing/modification of equity awards (none disclosed for directors) .
Overall, McCray’s profile and committee leadership signal solid governance and investor-aligned oversight, with no disclosed conflicts or red flags in attendance, ownership practices, or compensation governance .