EX-24 2 powerofattorneypoaforsec.htm EX-24 powerofattorneypoaforsec
POWER OF ATTORNEY Know all by these presents, that the undersigned, hereby constitutes and appoints each of Mary Beth Orson, Justin Schempp, Robin Privette, Michael Hoemer, Chance Huber, Cindy Thomas and Gregory Parisi, signing singly, such person's true and lawful attomey-in-fact to: (I) prepare, execute m such person's name and on such person's behalf, and submit to fhe United States Securities and Exchange Commission (the "SEC"), any documents necessary or appropriate to obtain codes, passwords, and passphrases enabling such person to make electronic filmgs with the SEC of reports required by Section 16(a) or Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any mle or regulation of the SEC; (2) execute for and on behalf of such person, with respect to holdings of, and transactions in, securities of Pathward Financial, Inc. ("Pafhward"), Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) offfae Exchange Act and fhe rules fhereunder, (3) execute for and on behalf of such person any Schedules 13D or 13G, and any amendments thereto, relating to securities ofPafhward, in accordance with Section 13(d) oftfae Exchange Act and the mles -thereunder, (4) do and perfomi any and all acts for and on behalf of such person which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and file any such form with the SEC and any stock exchange or similar authority; and (5) take any other action of aay type whatsoever in coimection with the foregomg which, in fhe opmion of such attomey-in-fact, may be of benefit to, m fee best mterest o£ or legally required by, such person, it being understood that the documents executed by such attomey-in-fact on behalf of such person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attomey-in-fact may approve in such attomey-m-fact's discretion. The undersigned hereby grants to each attomey-m-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such person might or could do if personally present, with fall power of substitution or revocation-, hereby ratifying and confirming all that such attomey-in-fact, or such attomey-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attomeys-in-fact, in serving m such capacity at the request of such person, is not assummg any of such person's responsibilities to comply with Section 16(a) or Section 13(d) of the Exchange Act. This Power of Attorney amends and restates in its entirety -the Power of Attorney for filings wifh respect to Form 3, 4 or 5 or Schedule 13D or 13G fhat the undersigned previously signed and delivered to Pathward. This Power of Attorney shall remain in full force and effect until fhe undersigned is no longer required to file Form 3, 4 or 5 or Schedule 13D or 13G with respect to the holdings of, and transactions in, Pathward securities by fhe ucdersigned, unless earlier revoked by the undersigned m a signed writing delivered to fhe foregoing attomeys-in-fact IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this /tJ_ day of November, 2023. U^t^thH-ZIatluis-