Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

MetaBank, National Association (the "Bank"), a wholly owned subsidiary of Meta Financial Group, Inc. (the "Company") is reorganizing its payments team to best support its emerging and established customers. In connection with this realignment, on April 30, 2021 the Bank entered into a Severance and General Release Agreement (the "Agreement") with Sheree S. Thornsberry, Executive Vice President and Head of Payments of the Bank, terminating Ms. Thornsberry's employment with the Bank and providing for severance payments as set forth below. Ms. Thornsberry's termination is effective on May 7, 2021 (the "Termination Date").

The Agreement includes a general release and discharge of claims, and provides that for a period continuing until twelve months following the Termination Date, Ms. Thornsberry shall not (i) use or disclose confidential information of the Company, (ii) directly solicit or interfere with the employment of Bank employees, (iii) directly or indirectly interfere with, impair, disrupt or damage the business relationships or the Bank and its subsidiaries or affiliates with certain defined person or entities, (iv) engage in, or prepare to engage in, any competitive activity with certain defined persons or entities, or (v) make defamatory or disparaging statements about the Bank and its subsidiaries or affiliates.

Pursuant to the Agreement and subject to the confidentiality, non-solicitation, non-competition and non-disparagement provisions of the Agreement described above, the Bank will pay Ms. Thornsberry $409,734, which equals twelve months of Ms. Thornsberry's gross weekly base compensation as of the Termination Date, $368,761 of incentive compensation, $10,000 for outplacement services, and an amount equal to the number of any remaining shares of unvested restricted stock of the Company previously awarded to Ms. Thornsberry multiplied by the closing market price of Company stock on the last trading day immediately preceding the Termination Date. The aggregate amount set forth above will be payable in substantially equal consecutive installments over twelve months, less standard withholding and deductions elected by Ms. Thornsberry or required by applicable law, commencing within sixty days following the Termination Date provided she does not revoke her acceptance of the Agreement.

The Agreement also provides that at her election the Bank will pay the full premium costs for group health care COBRA continuation coverage for Ms. Thornsberry through the earliest of (i) the twelve-month anniversary of the Termination Date, (ii) the date she becomes eligible for group health insurance coverage from any other employer, or (iii) the date she is no longer eligible to continue such coverage under applicable law.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.

The Company and the Bank thank Ms. Thornsberry for her service and contributions and wish her the best in her future endeavors.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number     Description of Exhibit
  10.1       Severance and General Release Agreement, effective as of April 30,
           2021, by and between MetaBank, N.A. and Sheree S. Thornsberry.*
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document and included in Exhibit 101).

* Certain schedules or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment for any schedule or exhibit so furnished.

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