[PREC14A] Repay Holdings Corp Preliminary Contested Proxy Statement
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED MAY 1, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-12 |
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED MAY 1, 2026
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LETTER FROM OUR CHIEF EXECUTIVE OFFICER AND CHAIRMAN |
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[●], 2026
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Dear Stockholder: |
John Morris Chief Executive Officer and Director |
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On behalf of the Board of Directors, we cordially invite you to attend the Annual Meeting of Stockholders of Repay Holdings Corporation, which will be held virtually on [●], commencing at [●], Eastern Time. To attend the Annual Meeting, you must register in advance at www.proxydocs.com/RPAY. The meeting can be accessed through the link you receive following registration, where you will be able to listen to the meeting live, submit questions and vote online. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. We would like to take this opportunity to highlight some important updates and achievements for Repay this year: |
Peter Kight Chairman |
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2025 Business Highlights & Recent Updates Repay delivered on our promise to sequentially improve growth. This performance underscores the progress of REPAY’s strategic initiatives and operational improvements for a scaled future. The company returned to solid, normalized growth while continuing to generate strong profitability and Free Cash Flow. During 2025, REPAY undertook meaningful actions to strengthen our operations, go-to-market, and overall organization leadership. Notably, we implemented significant changes to our executive leadership team, including hiring a new Chief Financial Officer with 24 years of public company finance experience and 12 years of payments experience, appointing a new head of corporate development with 25 years of payments experience, and restructuring the reporting relationship of our RCS division, which resulted in the elimination of the President position. We also recently announced the hiring of a new leader for our Consumer Payments business with over 13 years of payments experience. In parallel, we focused on streamlining processes, worked on ways to deploy automation and AI, and rolled out many new product capabilities. In 2025, we deployed capital by repurchasing approximately $38 million of our Class A shares, which reduced fully diluted shares outstanding by approximately 8%. In August 2025, we opportunistically reduced debt outstanding by retiring $74 million of our 2026 convertible notes at a discount to principal value. Since year end, we addressed the remaining 2026 convertible notes at maturity using a combination of cash on our balance sheet and our revolving credit facility. In March 2026, we announced signing a definitive agreement to acquire KUBRA Data Transfer, Ltd. With this acquisition, which supports |
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our strategy and is targeted to close later this quarter, we are excited to create a scaled bill payment provider with the breadth, technology, and market position to compete in the next chapter of digital bill payments across North America. We are committed to creating long-term value for our stockholders by allocating capital towards organic growth and strategic, accretive M&A opportunities for a scaled future. |
All of our stockholders of record at the close of business on [●] are entitled to attend and vote at the Annual Meeting. If you were a beneficial holder as of the record date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must show proof of ownership to attend the Annual Meeting, and you must obtain a legal proxy, executed in your favor, from the holder of record in order to vote at the Annual Meeting.
In order to attend or vote at the Annual Meeting, you must register in advance at www.proxydocs.com/RPAY prior to the deadline of [●], at 11:59 p.m., Eastern Time. Upon completing your registration, you will receive further instructions that will allow you access to the meeting, to submit questions during the meeting and to vote at the meeting. You will not be able to attend the Annual Meeting in person.
Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the meeting, please submit your WHITE proxy card or WHITE voting instructions form using one of the voting methods described in the accompanying Proxy Statement so that your shares may be represented at the meeting. Submitting your WHITE proxy card or WHITE voting instructions form by any of these methods will not affect your right to attend the virtual meeting and for stockholders of record to vote your shares at the virtual meeting if you wish to do so.
On behalf of the Board of Directors, we would like to thank you for your continued support and investment in Repay.
Sincerely yours,
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John Morris Chief Executive Officer and Director |
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Peter Kight Chairman |
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED MAY 1, 2026
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [●] |
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www.proxydocs.com/RPAY |
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End of Business |
Notice is hereby given that the Annual Meeting of Stockholders of Repay Holdings Corporation, a Delaware corporation, will be held virtually on [●] at [●], Eastern Time. The meeting can be accessed through the link provided following registration where you will be able to listen to the meeting live, submit questions and vote online. If you plan to attend the virtual Annual Meeting, please see the instructions beginning on page 4 of the attached Proxy Statement. You will be required to register in advance at www.proxydocs.com/RPAY prior to the deadline of [●] at 11:59 p.m., Eastern Time in order to attend the meeting. There will be no physical location for stockholders to attend. Stockholders may participate only by logging in via the link provided following pre-registration. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate at the Annual Meeting as they would at an in-person meeting. Additionally, we believe that a virtual Annual Meeting provides greater access to those who want to attend, and therefore have chosen this format over an in-person meeting. The virtual meeting format for the Annual Meeting enables full and equal participation by all our stockholders from any place in the world with an internet connection at little to no cost.
At the Annual Meeting, stockholders will be asked to consider and vote upon the following proposals:
Our Board of Directors recommends that you vote “FOR” each of the nominees for directors (Proposal One), “FOR” the approval of the compensation of our named executive officers (Proposal Two), “FOR” the approval of the Third Amended and Restated Plan (Proposal
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Three) and “FOR” ratification of the proposed independent registered public accounting firm (Proposal Four).
Our Board of Directors has fixed the close of business on [●] as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments. For a period of 10 days ending on the day before the Annual Meeting, a list of such stockholders will be available for inspection by any stockholder at our principal executive offices during normal business hours.
If you were a beneficial holder as of [●] (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must obtain a legal proxy, executed in your favor, from the holder of record in order to vote at the Annual Meeting.
We encourage you to access the Annual Meeting before the start time of [●], Eastern Time, on [●]. Please allow ample time for online check-in, which will begin at [●], Eastern Time, on [●].
You may receive solicitation materials, including proxy statements and proxy cards, from Veradace Partners L.P. (“Veradace”), an activist investment fund. On April 25, 2026, Veradace sent a letter to the Company’s Corporate Secretary requesting the Board waive the Nomination Deadline (as defined in this Proxy Statement) and indicating its intent to submit nominations for two individuals to stand for election as directors to the Board at the Annual Meeting. The Company informed Veradace that the Board determined to deny Veradace’s request for the Board to waive the Nomination Deadline. Veradace’s purported notice failed to comply with the requirements set forth in Article I, Section 12 of the Company’s Second Amended and Restated Bylaws (the “Bylaws”), and, as a result, Veradace is not entitled to make lawful nominations for election to the Board at the Annual Meeting.
At this time, we have no knowledge as to whether Veradace will attempt to pursue a solicitation for the election of a slate of director nominees at the Annual Meeting or will attempt to propose nominees for election at the Annual Meeting. As the Company informed Veradace, due to its failure to deliver to the Company a compliant notice of nominations for the Annual Meeting, any attempt by Veradace to pursue such a solicitation would be inconsistent with the Bylaws, as well as potentially unlawful under relevant federal and state law.
THE BOARD URGES YOU NOT TO SUBMIT ANY PURPORTED PROXY CARD THAT MAY BE SENT TO YOU BY, OR ON BEHALF OF, VERADACE, EVEN AS A PROTEST VOTE. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON THE WHITE PROXY CARD.
As the Company has not received any compliant notice of nominations from Veradace, the attached WHITE proxy card contains only the Company’s nominees and is not a “universal” proxy card that includes candidates purportedly nominated by Veradace. If you already have submitted a proxy card sent to you by, or on behalf of, Veradace, the Board recommends that you complete, date, sign and return the enclosed WHITE proxy card. Only the most recently dated proxy you submit will be counted. Any proxy you submit may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.
Whether or not you plan to attend the virtual Annual Meeting, our Board of Directors urges you to read the attached Proxy Statement and submit a WHITE proxy card or WHITE voting instructions form for your shares via the internet or by telephone, or complete, date, sign and return your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided. We encourage you to submit your WHITE proxy card or WHITE voting instructions form via the internet, which is convenient, helps reduce the environmental impact of our Annual Meeting and saves us significant postage and processing costs. For instructions on how to submit your WHITE proxy card or WHITE voting instructions form, please refer to “General Information — Voting Methods” beginning on page 4 of the attached Proxy Statement.
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By Order of the Board of Directors,
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Tyler B. Dempsey General Counsel and Secretary |
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Atlanta, Georgia [●] |
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TABLE OF CONTENTS
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GENERAL INFORMATION |
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PROPOSAL ONE: ELECTION OF DIRECTORS |
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EXECUTIVE OFFICERS OF REPAY |
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CORPORATE GOVERNANCE |
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REPORT OF AUDIT COMMITTEE |
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COMPENSATION DISCUSSION AND ANALYSIS |
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Executive Summary |
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Process for Determining Named Executive Officers’ Compensation |
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Named Executive Officers’ Compensation in 2025 |
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Other Important Compensation Policies Affecting the Named Executive Officers |
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Additional Compensation Matters |
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EXECUTIVE COMPENSATION |
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Summary Executive Compensation Table |
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Grants of Plan-Based Awards Table |
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Narrative Disclosure to Summary Executive Compensation Table and Grants of Plan-Based Awards Table |
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Outstanding Equity Awards at Fiscal Year-End |
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Option Exercises and Stock Vested Table |
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Potential Payments Upon Termination or Change-In-Control |
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Pay Ratio Disclosure |
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Pay Versus Performance |
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DIRECTOR COMPENSATION |
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2025 Director Compensation Table |
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Narrative Disclosure to Director Compensation Table |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
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COMPENSATION COMMITTEE REPORT |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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DELINQUENT SECTION 16(a) REPORTS |
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RELATED PARTY TRANSACTIONS |
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AUDITOR FEES |
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PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION |
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PROPOSAL THREE: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S OMNIBUS INCENTIVE PLAN |
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PROPOSAL FOUR: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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STOCKHOLDER PROPOSALS |
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ANNEX A REPAY HOLDINGS CORPORATION THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN |
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ANNEX B NON-GAAP RECONCILIATION |
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ANNEX C ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION |
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
DATED MAY 1, 2026
REPAY HOLDINGS CORPORATION
3060 Peachtree Road NW, Suite 1100
Atlanta, Georgia 30305
(404) 504-7472
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●]
GENERAL INFORMATION
Introduction
We are furnishing this Proxy Statement on behalf of the Board of Directors of Repay Holdings Corporation, a Delaware corporation, for use at our 2026 Annual Meeting of Stockholders, or at any adjournment or postponement of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually at [●], Eastern Time, on [●]. The meeting can be accessed through the link provided following registration, where you will be able to listen to the meeting live, submit questions and vote online. If you plan to attend the virtual Annual Meeting, please see “General Information — Attendance at the Virtual Annual Meeting.” You will be required to register in advance at www.proxydocs.com/RPAY prior to the deadline of [●] at [●], Eastern Time in order to attend the meeting. There will be no physical location for stockholders to attend. Stockholders may participate only by logging in through the link provided following registration.
Repay Holdings Corporation was formed upon the closing (the “Closing”) of the merger (the “Business Combination”) of Hawk Parent Holdings LLC (“Hawk Parent”) with a subsidiary of Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”), a special purpose acquisition company, on July 11, 2019. In connection with the Closing, Thunder Bridge changed its name to “Repay Holdings Corporation.”
We are headquartered in Atlanta, Georgia. Our legacy business (sometimes referred to as “REPAY LLC”) was founded in 2006. As used in this Proxy Statement, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer to Repay Holdings Corporation and its consolidated subsidiaries. The term “Board” refers to our Board of Directors.
The approximate date on which we expect that this Proxy Statement, the WHITE proxy card and the enclosed proxy materials are first being sent or given to our stockholders is [●].
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on [●]:
This Proxy Statement, our Annual Report on Form 10-K and our amended Annual Report on Form 10-K/A are available, free of charge, for viewing and downloading at www.proxydocs.com/RPAY and at the SEC’s website, https://www.edgar.sec.gov
You may receive solicitation materials, including proxy statements and proxy cards, from Veradace Partners L.P. (“Veradace”), an activist investment fund. On April 25, 2026, Veradace sent a letter to the Company’s Secretary requesting the Board waive the
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deadline for submission of notice of intent to nominate directors for election to the Board pursuant to Article I, Section 12 of the Company’s Second Amended and Restated Bylaws (the “Bylaws”) (such deadline, the “Nomination Deadline”) and indicating its intent to submit nominations for two individuals to stand for election as directors to the Board at the Annual Meeting. The Company informed Veradace that the Board determined to deny Veradace’s request for the Board to waive the Nomination Deadline. Veradace’s purported notice failed to comply with the requirements set forth in Article I, Section 12 of the Bylaws, and, as a result, Veradace is not entitled to make lawful nominations for election to the Board at the Annual Meeting.
At this time, we have no knowledge as to whether Veradace will attempt to pursue a solicitation for the election of a slate of director nominees at the Annual Meeting or will attempt to propose nominees for election at the Annual Meeting. As the Company informed Veradace, due to its failure to deliver to the Company a compliant notice of nominations for the Annual Meeting, any attempt by Veradace to pursue such a solicitation would be inconsistent with the Bylaws, as well as potentially unlawful under relevant federal and state law.
THE BOARD URGES YOU NOT TO SUBMIT ANY PURPORTED PROXY CARD THAT MAY BE SENT TO YOU BY, OR ON BEHALF OF, VERADACE, EVEN AS A PROTEST VOTE. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON THE WHITE PROXY CARD.
As the Company has not received any compliant notice of nominations from Veradace, the attached WHITE proxy card contains only the Company’s nominees and is not a “universal” proxy card that includes candidates purportedly nominated by Veradace. If you already have submitted a proxy card sent to you by, or on behalf of, Veradace, the Board recommends that you complete, date, sign and return the enclosed WHITE proxy card. Only the most recently dated proxy you submit will be counted. Any proxy you submit may be revoked at any time prior to its exercise at the Annual Meeting as described in this Proxy Statement.
Voting Rights
We have two classes of common stock: Class A, which has one vote per share, and Class V, which has the number of votes equal to the number of limited liability company interests in Hawk Parent (“Post-Merger Repay Units”) (as adjusted pursuant to the Exchange Agreement to reflect the then-current conversion ratio of Post-Merger Repay Units into shares of Class A common stock, all as described in “Related Party Transactions-Hawk Parent Related Party Transactions”) held by such Class V holder at the time of such vote. The Class A common stock and Class V common stock generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law or our organizational documents. There are no cumulative voting rights in connection with the election of directors.
The close of business on [●], has been fixed as the record date for the determination of our stockholders entitled to notice of, and to vote at, the Annual Meeting. On the record date, we had outstanding 89,683,117 shares of Class A common stock (including 6,882,165 shares of unvested restricted stock that have voting rights) and 14 shares of Class V common stock, representing 5,285,883 votes on behalf of Class V common stockholders. A summary of the voting shares as of the record date is as follows:
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As of [●] |
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Class A common stock |
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89,683,117 |
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Class V common stock/Post-Merger Repay Units |
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5,285,883 |
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Total Common Shares Outstanding (Voting Power) |
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94,969,000 |
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Quorum
For each proposal to be considered at the Annual Meeting, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at the meeting, present in person or by proxy, will constitute a quorum. Abstentions will be treated as present for purposes of determining a quorum. Unless Veradace or another stockholder provides a beneficial owner with competing proxy materials (in addition to the Company’s proxy materials), “broker non-votes” will also be treated as present for purposes of determining a quorum. A “broker non-vote,” however, does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority. “Broker non-votes” are votes that brokers holding shares of record for their customers (i.e., in “street name”) are not permitted to cast under applicable stock market regulations because the brokers have not received instructions (or have received incomplete instructions) from their customers as to certain proposals. For additional information regarding broker non-votes, please see the section titled “Voting Requirements” below.
Distinction Between Holding Shares as a Stockholder of Record and as a Beneficial Owner
Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.
Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, or if you hold a share of Class V common stock, then you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote your shares at the Annual Meeting, provided you have properly pre-registered for the meeting. If you hold unvested shares of restricted stock granted under our equity incentive plan, you will be deemed to be a stockholder of record of those shares.
Beneficial Owner. If your shares are held in a brokerage account, by a trustee or by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. In order to attend the Annual Meeting, you will need to provide proof of ownership, which must be uploaded during the registration process. Because a beneficial owner is not the stockholder of record, you may not vote these shares during the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Upon receipt, you will need to upload the legal proxy during the registration process at the time you register to attend the Annual Meeting. A unique virtual control number will be generated which will allow you to vote your shares at the Annual Meeting.
If you are not a stockholder of record, please understand that we do not know that you are a stockholder or how many shares you own.
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Attendance at the Virtual Annual Meeting
The Annual Meeting will be conducted completely online via the internet. Stockholders may attend and participate in the meeting by clicking on the link provided in your invite which will be delivered to you via email following registration. In order to participate in the Annual Meeting, you must register in advance at www.proxydocs.com/RPAY by [●] at 11:59 p.m., Eastern Time.
We encourage you to access the Annual Meeting before the start time of [●], Eastern Time, on [●]. Please allow ample time for online check-in, which will begin at [●], Eastern Time, on [●].
Stockholders who participate in the virtual Annual Meeting by way of the website above or the link provided following registration will be considered to have attended the meeting “in person,” including for purposes of determining a quorum and counting votes.
By conducting our Annual Meeting completely online via the internet, we eliminate many of the costs associated with a physical meeting. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate at the Annual Meeting as they would at an in-person meeting. In addition, we believe that a virtual meeting will provide greater access to those stockholders who want to attend and improve our ability to communicate more effectively with our stockholders during the meeting. We believe this format enhances stockholder access, participation and communication. The virtual meeting format for the Annual Meeting enables full and equal participation by all our stockholders from any place in the world with an internet connection at little to no cost.
Stockholders as of our record date who attend and participate in our virtual Annual Meeting will have an opportunity to submit questions live via the internet during a designated portion of the meeting. These stockholders may also submit a question in advance of the Annual Meeting during the registration process. Only questions that are relevant to the matters presented at the Annual Meeting will be addressed during the Annual Meeting as deemed appropriate.
If you have any questions about the Annual Meeting or how to submit or revoke your proxy, or to request an invitation to the Annual Meeting, contact our Corporate Secretary at the Company’s address set forth in the 2026 Notice of Annual Meeting or by calling us at 404-504-7472.
Voting Methods
The procedures for voting are as follows:
Stockholder of Record. If you are a stockholder of record, you may vote during attendance at the virtual Annual Meeting, vote by proxy using a proxy card, vote by proxy over the telephone, or vote by proxy via the internet. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote during the Annual Meeting, even if you have already voted by proxy. The vote you cast during attendance will supersede any previous votes that you may have submitted.
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Beneficial Owner. If you are a beneficial owner of shares registered in the name of your broker, trustee, or other nominee, you should have received a notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in that notice to ensure that your vote is counted. In order to attend the Annual Meeting, you will need to provide proof of ownership, which may be uploaded during the registration process at the time you register. Because a beneficial owner is not the stockholder of record, you may not vote these shares during attendance at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. You will then need to upload the legal proxy during the registration process at the time you register to attend the Annual Meeting in order to receive the virtual control number which will allow you to vote your shares at the Annual Meeting. If you have properly submitted a legal proxy, you may vote at the Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email to vote during the meeting).
Voting Requirements
At the Annual Meeting, stockholders will consider and act upon (1) the election of six directors for terms expiring at the 2027 Annual Meeting of Stockholders, (2) the approval, on an advisory basis, of the compensation of our named executive officers (as defined in this Proxy Statement), (3) the approval and adoption of the Third Amended and Restated Plan, (4) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and (5) such other business as may properly come before the Annual Meeting.
With regard to Proposal One (Election of Directors), votes may be cast “FOR” the nominees or may be withheld. The Nominating and Corporate Governance Committee of the Board has evaluated and recommended to the full Board each director nominee named in this Proxy Statement for election to the Board. The election of directors requires a plurality of the votes cast, and the six nominees receiving the greatest number of votes will be elected. Votes that are withheld and broker non-votes, if any, are not considered “votes cast” and therefore will have no effect on the outcome of Proposal One.
With regard to Proposal Two (Say-on-Pay Advisory Vote), the affirmative vote of a majority of the votes cast is required to approve, on an advisory basis, the compensation of our named executive officers (as defined in this Proxy Statement). Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the outcome of the vote on this proposal. Because your vote is advisory, it will not be binding on the Company, the Board or the compensation committee of the Board (the “Compensation Committee”). However, the Board and the Compensation Committee will consider the outcome of the vote when making future compensation decisions for our executive officers.
With regard to Proposal Three (Approval of Third Amended and Restated Plan), the affirmative vote of a majority of the votes cast is required to approve and adopt the Third
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Amended and Restated Plan. Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the outcome of the vote on this proposal.
With regard to Proposal Four (Auditor Ratification), the affirmative vote of a majority of the votes cast is required to ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote shares held in street name on this proposal without instructions from beneficial owners. As a result, we do not expect there will be any broker non-votes on this matter. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026, the audit committee of the Board (the “Audit Committee”) will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent auditor at any time during the year if the Audit Committee determines that such change would be in the best interest of the Company.
The Company does not believe that the Annual Meeting will feature any matter of business that is the subject of a contested solicitation. However, despite the Company informing Veradace that the Board determined to deny Veradace’s request for the Board to waive the Nomination Deadline, Veradace may attempt to proceed with a solicitation of stockholders. Any such attempt by Veradace to bring nominations before stockholders at the Annual Meeting would not guarantee that such an attempt by Veradace was lawful under or consistent with relevant federal and state law. At this time, we have no knowledge as to whether Veradace will attempt to pursue a solicitation for the election of a slate of director nominees at the Annual Meeting or will attempt to propose nominees for election at the Annual Meeting.
When a matter to be voted on at a meeting of stockholders is the subject of a contested solicitation, banks, brokers and other nominees do not have discretion to vote your shares on that matter. Accordingly, if Veradace or another stockholder provides a beneficial owner with competing proxy materials (in addition to the Company’s proxy materials), then all the proposals described in this Proxy Statement will be deemed “non-routine” matters, and banks, brokers and other nominees will not be permitted to vote your shares on any of those proposals without your specific instructions. Additionally, broker non-votes would have no impact on any proposal, and would not be counted for purposes of determining whether a quorum is present at the Annual Meeting.
Treatment of Voting Instructions
If you provide specific voting instructions, then your shares will be voted as instructed.
If you hold shares as the stockholder of record and submit a proxy without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board. Our Board recommends voting “FOR” all nominees listed in Proposal One, “FOR” the approval of the compensation of our named executive officers in Proposal Two, “FOR” the approval of the Third Amended and Restated Plan in Proposal Three, “FOR” the ratification of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2026 in Proposal Four and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.
You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.
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The persons identified as having the authority to vote the proxies also will have discretionary authority to vote, to the extent permitted by applicable law, on such other business as may properly come before the Annual Meeting and any postponement or adjournment. The Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons identified as having the authority to vote the proxies will vote on such matter in their own discretion.
Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any time prior to its exercise at the Annual Meeting by (i) giving written notice of revocation to our Corporate Secretary, (ii) properly submitting a later proxy via the internet or by telephone, (iii) properly submitting a duly executed proxy bearing a later date, or (iv) voting your shares at the virtual Annual Meeting.
If you are the beneficial owner of shares held through a broker, trustee, or other nominee, then you must follow the specific instructions provided to you by your broker, trustee, or other nominee to change or revoke any instructions you have already provided to your broker, trustee, or other nominee.
Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.
IF YOU HAVE ALREADY VOTED USING A PROXY CARD PROVIDED TO YOU BY, OR ON BEHALF OF, VERADACE, WE URGE YOU TO REVOKE THAT VOTE BY USING THE ENCLOSED WHITE PROXY CARD OR WHITE VOTING INSTRUCTIONS FORM TO VOTE “FOR” THE COMPANY NOMINEES AND “FOR” THE OTHER PROPOSALS. ONLY YOUR LATEST-DATED VOTE WILL COUNT.
Costs of Proxy Solicitation
Repay will bear the expense of preparing this Proxy Statement and soliciting the proxies it is seeking. In addition to the use of the mail, proxies may be solicited by our officers, directors and employees, in person or by telephone, e-mail or facsimile transmission. Our officers, directors and employees will receive no additional compensation for any such solicitations.
We have also retained Sodali & Co. (“Sodali”) to assist in the solicitation of proxies for an estimated fee of $20,000, plus reimbursement of out-of-pocket expenses. In the event there is a contested proxy solicitation, Sodali expects that approximately 20 of its employees will assist in the solicitation. Further, in the event there is a contested proxy solicitation, our aggregate expenses, including those of Sodali, our outside legal counsel and other outside advisors, related to our solicitation of proxies in connection with the Annual Meeting, and excluding salaries and wages of our regular employees and officers, as well as excluding the amount of costs represented by the amount
normally expended for a solicitation in the absence of a contest, are expected to be approximately $125,000. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with a contested solicitation. The additional solicitation costs may include: the fee payable to our proxy solicitor; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of brokerage firms, banks and other agents incurred in forwarding solicitation materials; and the costs of retaining an independent inspector of election. To date, we have incurred approximately $10,000 in costs associated with the solicitation.
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We also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the underlying shares as of the record date and will reimburse the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting by proxy will help to avoid additional expense.
Householding
Under the rules adopted by the SEC, only one copy of this Proxy Statement is being delivered to multiple stockholders residing at the same address unless the Company has received contrary instructions from one or more of the stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. If you are a stockholder who resides in the same household with another stockholder and you wish to receive a separate copy of the proxy materials for each account, please contact your broker (if applicable) or direct your written request to our Corporate Secretary at our headquarters located at 3060 Peachtree Road NW, Suite 1100, Atlanta, Georgia 30305. Any stockholder making such request will promptly receive a separate copy of the relevant materials, and separate copies of all future relevant proxy materials. Any stockholder currently sharing an address with another stockholder, but nonetheless receiving separate copies of the materials, may request delivery of a single copy in the future by contacting your broker (if applicable) or our Corporate Secretary by mail as indicated above.
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PROPOSAL ONE:
ELECTION OF DIRECTORS
The Board is currently fixed at six members. Each director’s term expires at the Annual Meeting. Each director elected at the Annual Meeting will serve for a term of one year, and until his or her successor is elected and qualified.
The Board has no reason to believe that any of the nominees for director will not be available to stand for election as director. However, if some unexpected occurrence should require the substitution by the Board of some other person or persons for any one or more of the nominees, then the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees.
On April 25, 2026, Veradace sent a letter to the Company requesting the Board waive the Nomination Deadline and indicating its intent to submit nominations for two individuals to stand for election as directors to the Board at the Annual Meeting. The Company informed Veradace that the Board determined to deny Veradace’s request for the Board to waive the Nomination Deadline. Veradace’s purported notice failed to comply with the requirements set forth in Article I, Section 12 of the Bylaws, and, as a result, Veradace is not entitled to make lawful nominations for election to the Board at the Annual Meeting.
The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service as a director of Repay of the nominees for election as directors are set forth below.
Nominees for Election for Terms Expiring at the 2027 Annual Meeting of Stockholders
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Paul R. Garcia Independent Director
Age: 73
Committee Memberships: • Audit Committee • Compensation Committee (Chair) |
Value to the Board: We believe that Mr. Garcia is well-qualified to serve as a member of our Board due to his extensive experience in the payment services industry. |
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Biographical Information: Mr. Garcia has served as a director since the Business Combination. Mr. Garcia served as chairman and CEO of Global Payments Inc. (NYSE: GPN) (“Global Payments”), a leading provider of credit card processing, check authorization and other electronic payment processing services, from June 1999 to May 2014. Mr. Garcia has served as a director of Deluxe Corporation (NYSE: DLX) since August 2020 and as a director of UnitedHealth Group Incorporated (NYSE: UNH) since November 2021. Mr. Garcia also serves as a director of AssuranceAmerica Corporation. He previously served on the board of directors of The Dun & Bradstreet Corporation from May 2012 until February 2019, West Corporation from March 2013 until October 2017, Global Payments from February 2001 until May 2014, and Truist Financial Corp. and its predecessor SunTrust Banks, Inc. from August 2014 until October 2021. |
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Maryann Goebel Independent Director
Age: 75
Committee Memberships: • Technology Committee (Chair) |
Value to the Board: We believe that Ms. Goebel is well-qualified to serve as a member of our Board due to her extensive experience in the information technology industry. |
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Biographical Information: Ms. Goebel has served as a director since the Business Combination. Ms. Goebel has been an IT management consultant, providing assessments and recommendations regarding IT management and coaching to chief information officers, since July 2012. Ms. Goebel has served as a director of Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), a bank holding company, since February 2014. She is also a member of Seacoast’s audit committee, enterprise risk management committee and information technology committee and chairs its compensation and governance committee. From June 2009 to July 2012, Ms. Goebel served as Executive Vice President and Chief Information Officer of Fiserv, Inc. (“Fiserv”) (NASDAQ: FISV), where she was responsible for all internal Fiserv IT systems, as well as IT infrastructure, operations, engineering and middleware services for clients who chose to outsource their processing to Fiserv. Ms. Goebel previously served on the Arts and Sciences Advisory Board of her alma mater, Worcester Polytechnic Institute. In 2017, Ms. Goebel was awarded the CERT Certificate in Cybersecurity Oversight by the NACD. |
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Peter "Pete" J. Kight Independent Chairman
Age: 70
Committee Memberships: • Nominating and Corporate Governance Committee • Technology Committee |
Value to the Board: We believe that Mr. Kight is well-qualified to serve as a member of our Board due to his extensive financial services, operational, management and investment experience. |
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Biographical Information: Mr. Kight has been the Chairman of our Board since the Business Combination and previously served as the Executive Chairman of Thunder Bridge since June 2018. Mr. Kight has 35 years of industry experience. Mr. Kight previously served as a co-chairman and Managing Partner at Comvest Partners, a mid-market private investment firm, from 2010 to 2013, and then as a Senior Advisor at Comvest Partners from 2013 to 2015. He was the founder, chairman, and Chief Executive Officer of CheckFree Corporation (NASDAQ: CKFR), a provider of financial services technology, from 1981 until it was acquired by Fiserv (NASDAQ: FISV) in 2007. Mr. Kight then served as director and vice chairman of Fiserv following Fiserv’s acquisition of CheckFree from 2007 to 2012 (Vice Chairman from 2007 to 2010). Mr. Kight previously served as a director of Bill.com Holdings, Inc. (NYSE: BILL), a provider of software that digitizes and automates back-office financial operations, from May 2019 to January 2025 and as a director of indie Semiconductor, Inc. (NASDAQ: INDI), an Autotech solutions innovator, from June 2021 to June 2024. Mr. Kight previously served on the boards of directors of Akamai Technologies, Inc. (NASDAQ GS: AKAM), distributor of computing solutions and services, from 2004 to 2012, Manhattan Associates, Inc., (NASDAQ: MANH) a provider of supply chain planning and execution solutions, from 2007 to 2011, Kabbage, Inc., a technology-driven SME lending company, from 2015 to November 2017, Blackbaud, Inc. (NASDAQ: BLKB), a supplier of software and services specifically designed for nonprofit organizations, from 2014 to 2020, and Huntington Bancshares Incorporated (NASDAQ: HBAN), a regional bank holding company, from 2012 to 2020. He has been a Principal of Thunder Bridge Capital, LLC, since 2017. He holds more than a dozen patents and publications for electronic banking and payment systems. |
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John Morris Chief Executive Officer and Co-Founder, Director
Age: 57
Committee Memberships: • None |
Value to the Board: We believe that Mr. Morris is well-qualified to serve as a member of our Board because of the experience that he brings as a co-founder as well as his over 20 years of experience in the payments industry. |
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Biographical Information: Mr. Morris has served as our Chief Executive Officer and a director since the Business Combination. He co-founded REPAY LLC and has served as its Chief Executive Officer since 2010. From its formation in September 2016 through the Business Combination, Mr. Morris served as a member of the board of directors of Hawk Parent. Mr. Morris has also been a member of the board of directors of Repay Holdings, LLC since its formation in September 2013. From 1997 to 2008, Mr. Morris served as President of Security Check Atlanta, a check processing and recovery solutions company, until its acquisition by Payliance, where he served as Executive Vice President of Sales and Marketing prior to commencing his role as Chief Executive Officer of REPAY LLC. From 1994 to 1997, Mr. Morris served in several corporate finance positions for Bass Hotels and Resorts, including Director of Corporate Finance. |
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Emnet Rios Independent Director
Age: 48
Committee Memberships: • Audit Committee (Chair) • Technology Committee |
Value to the Board: We believe that Ms. Rios is well-qualified to serve as a member of our Board because of her extensive combined experience of leading the finance, HR and operations functions of high growth organizations and her background in both the financial services and technology industries. |
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Biographical Information: Ms. Rios has served as a director since January 2022. Since October 2025, Ms. Rios has served as Chief Operating Officer of Digital Asset Holdings, LLC (“Digital Asset”), which designs and delivers blockchain technology products for institutional clients globally. From July 2018 to October 2025, she also served as Chief Financial Officer of Digital Asset. From May 2016 to July 2018, Ms. Rios served as the Controller and Global Head of Operations of Digital Asset. Prior to joining Digital Asset, Ms. Rios served in various finance roles for NatWest Group (formerly the Royal Bank of Scotland) where she was heavily involved in the bank’s restructuring efforts following the 2008 global financial crisis. Earlier on, Ms. Rios spent over five years at IBM in various leadership roles from the firm’s corporate headquarters in New York. |
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Richard E. Thornburgh Independent Director
Age: 73
Committee Memberships: • Compensation Committee • Nominating and Corporate Governance Committee (Chair) |
Value to the Board: We believe Mr. Thornburgh is well-qualified to serve on our Board because of his familiarity with the capital markets and strategic transactions obtained through executive-level positions in investment banking and private equity, as well as his extensive experience in the financial services industry. |
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Biographical Information: Mr. Thornburgh has served as a director since the Business Combination. Mr. Thornburgh also serves as the chair of the board of directors of Jackson Hewitt Tax Service Inc., a company that provides assisted tax preparation services and related financial products and which is a portfolio company of Corsair Capital LLC. He has held this position since June 2018. He previously served as a director of S&P Global, Inc. (NYSE: SPGI) (“S&P”), a financial information and analytics company, from December 2011 to May 2025, where he most recently served as the chair of the board and chair of the executive committee and as a member of the compensation and leadership development committee and the nominating and governance committee. Prior to serving as chair of the board of S&P, he served as chair of its finance committee and as member of its audit committee. He also previously served as a director of Capstar Financial Holdings, Inc., a publicly-traded bank holding company, from December 2008 to December 2019, and NewStar Financial, a commercial finance company, from December 2006 until December 2017, both of which were portfolio companies of Corsair Capital, LLC during his service. He also previously served as a director of Dollar General Corporation, National City Corporation and Reynolds America, Inc. In addition, from May 2006 to April 2018, Mr. Thornburgh served on the board of directors of Credit Suisse AG, a publicly traded global financial institution. He served as vice chairman of the board, chair of its risk committee, member of the audit and nominations and governance committees. From 1995 to 2005, he held a variety of executive and other board responsibilities at Credit Suisse Group AG, including Chief Financial Officer and Chief Risk Officer. Mr. Thornburgh was also the chairman of the board of directors of Credit Suisse Holdings USA from December 2015 to April 2018. Mr. Thornburgh is a Senior Advisor and member of the investment committee of Corsair Capital LLC, which he joined in 2006. |
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EXECUTIVE OFFICERS OF REPAY
Our executive officers are elected annually and serve at the pleasure of the Board. The following sets forth the name, age as of the record date, position(s) with Repay and selected biographical information for our executive officers. The biography of Mr. Morris is provided above under “Proposal One: Election of Directors.”
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Name |
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Age |
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Position |
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John Morris |
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57 |
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Chief Executive Officer and Co-Founder, Director |
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Naomi Barnett |
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35 |
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Executive Vice President, Human Resources |
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Tyler B. Dempsey |
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52 |
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General Counsel |
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David Guthrie |
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59 |
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Chief Technology Officer |
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Robert S. Houser |
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51 |
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Chief Financial Officer |
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Naomi Barnett has served as our Executive Vice President, Human Resources since March 2021. From January 2020 to March 2021, Ms. Barnett served as Vice President, Human Resources for REPAY LLC. Previously, Ms. Barnett served as Director, Human Resources of REPAY LLC from July 2018 to January 2020. Prior to joining REPAY LLC, Ms. Barnett was Director, Head of Human Resources, for Gold Star Mortgage Financial Group from October 2017 to July 2018. From June 2011 to September 2017, Ms. Barnett served in various human resources roles for Patriot National, Inc., including as Assistant Vice President, Human Resources, from May 2016 to September 2017.
Tyler B. Dempsey has served as our General Counsel since September 2019. Prior to joining us, Mr. Dempsey provided legal counsel and support to REPAY LLC for more than nine years as outside counsel at Troutman Sanders LLP (now Troutman Pepper Hamilton Sanders LLP), where he served as a Partner since 2008. Prior to joining Troutman Sanders, Mr. Dempsey was an attorney at King & Spalding LLP.
David Guthrie has served as our Chief Technology Officer since January 2022. Prior to joining us, Mr. Guthrie was the principal of Guthrie Technology Services, a technology advisory firm he founded in January 2017. During this time, he acted in executive and/or advisory roles for various technology-centric companies, including serving as the Chief Information Officer and Chief Information Security Officer of Sharecare, Inc., with oversight of security, IT systems and M&A assessments. Before establishing Guthrie Technology Services, he served as Executive Vice President and Chief Technology Officer of Premiere Global Services, Inc. (PGi) from February 2003 until December 2016. Earlier in his career, Mr. Guthrie was a member of the founding team of Medcast Networks, which was acquired by WebMD in 1999.
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Robert “Rob” S. Houser has served as our Chief Financial Officer since September 2025. Prior to joining us, Mr. Houser served as Group CFO for Conduent Incorporated (Nasdaq: CNDT) (“Conduent”), a business process services company that provides digital platforms and solutions to commercial and government clients, which he joined in July 2021. Most recently, he has served as Group CFO for Conduent’s Public Sector business and Advisor to CEO since January 2025, and he previously served as Conduent’s Global Head of Strategy, Corporate Development and Advisor to CEO from July 2021 to January 2025. Prior to Conduent, Mr. Houser held several senior positions at Fiserv Inc. (NYSE: FI) (“Fiserv”), a global fintech and payments company, from September 2014 to July 2021, including as Senior Vice President and General Manager of Fiserv’s Bill Pay Solutions business unit and as Vice President and Chief Financial Officer of Fiserv’s Biller and Payments group. Prior to Fiserv, he was the Global Head of FP&A and Investor Relations at Integra Lifesciences, Inc. (Nasdaq: IART). He previously held various finance, accounting, and strategy roles at Firmenich, Inc, Bristol-Myers Squibb Co. (NYSE: NMY), and Merck & Co Inc. (NYSE: MRK). Mr. Houser began his career as an auditor for KPMG LLP.
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CORPORATE GOVERNANCE
We have established corporate governance practices designed to serve the best interests of Repay and our stockholders. We are in compliance with the current corporate governance requirements imposed by the rules and regulations of the SEC and the listing standards of The Nasdaq Stock Market (“Nasdaq”). Our current Code of Ethics, Corporate Governance Guidelines and charters for the standing committees of the Board are available on our investor website at investors.repay.com under the heading “Corporate Governance.”
Set forth below is information regarding the meetings of the Board during 2025, a description of the Board’s standing committees and additional information about our corporate governance policies and procedures.
Committees and Meetings of the Board
Board Composition. Our business affairs are managed under the direction of the Board. The Board currently consists of six members, five of whom qualify as independent within the meaning of the independent director guidelines of Nasdaq.
Our Certificate of Incorporation (as amended, the “Certificate of Incorporation”) provides that our Board will consist of one or more members, and the number of directors may be increased or decreased from time to time by a resolution of our Board provided that the number of directors constituting the whole Board shall not be more than 15. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.
We previously entered into the Founders’ Stockholders Agreement (as defined in this Proxy Statement) that provides the parties thereto with certain director nomination rights. This agreement is described further in this Proxy Statement under “Related Party Transactions — Transactions with Related Persons — Post-Business Combination Agreements.”
Each of our officers serves at the discretion of our Board and will hold office until his or her successor is duly appointed and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or officers.
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Our Board consists of industry veterans and influential leaders in the financial services and payments industries. The table below highlights the mix of key skills, qualifications and expertise that, among other factors, led the Board and the Nominating and Corporate Governance Committee to recommend these nominees for election to the Board. The table demonstrates how each of our current directors brings extensive experience, deep industry knowledge and unique expertise to the Board, and is intended to depict notable areas for each director based on the current composition of the Board. Not having a mark in the table below does not mean that a particular director does not possess that skill or qualification. Our directors have developed competencies in these skills through education, direct experience and oversight responsibilities.
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Paul R. Garcia |
Maryann Goebel |
Peter J. Kight |
John Morris |
Emnet Rios |
Richard E. Thornburgh |
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Board Skills, Qualifications and Expertise |
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Accounting and Finance |
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l |
l |
l |
3 of 6 |
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CEO/Senior Leadership |
l |
l |
l |
l |
l |
l |
6 of 6 |
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Compliance/Regulatory |
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l |
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l |
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l |
3 of 6 |
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M&A/Corporate Development |
l |
l |
l |
l |
l |
l |
6 of 6 |
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Payment Processing Operations |
l |
l |
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l |
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3 of 6 |
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Public Company/Governance |
l |
l |
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l |
3 of 6 |
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Risk Management |
l |
l |
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l |
l |
4 of 6 |
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Sales & Marketing |
l |
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l |
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2 of 6 |
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Strategic Planning |
l |
l |
l |
l |
l |
l |
6 of 6 |
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Technology & Cybersecurity |
l |
l |
l |
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l |
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4 of 6 |
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Board Diversity. While the Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, diversity is a consideration in the director nominee process. The committee members generally conceptualize diversity expansively to include individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee’s goal of creating a Board that best serves the needs of the Company and the interests of its stockholders.
Meetings of the Board. Our Corporate Governance Guidelines provide that directors should be prepared for and attend Board meetings and actively participate in Board discussions. The Board met ten times during the fiscal year ended December 31, 2025. During that period, each of the incumbent directors attended at least 75% of the aggregate number of meetings held by the Board and by each of the committees on which such director served. Our Corporate Governance Guidelines provide that directors are encouraged to make every effort to attend the annual meeting of the stockholders. All of our directors serving at the time attended our 2025 annual meeting of stockholders.
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Board Committees. Our Board has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Technology Committee. The composition (as of the date hereof) and responsibilities of each of the committees of our Board are described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board.
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Audit |
Compensation |
Nominating and |
Technology |
Committee Composition |
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Paul R. Garcia |
Member |
Chair |
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Maryann Goebel |
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Chair |
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Peter J. Kight |
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Member |
Member |
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John Morris |
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Emnet Rios |
Chair |
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Member |
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Richard E. Thornburgh |
Member |
Member |
Chair |
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Audit Committee. The Audit Committee operates under a written charter, a copy of which is available on our investor website at investors.repay.com under the heading “Corporate Governance.” The committee is responsible for, among other things:
The Audit Committee met four times during the fiscal year ended December 31, 2025. The current members of the Audit Committee are Paul R. Garcia, Emnet Rios and Richard E. Thornburgh. Emnet Rios currently serves as chairperson of the Audit Committee. Each of the members of our Audit Committee satisfy the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and rules of Nasdaq. The Board has determined that Ms. Rios is an “audit committee financial expert,” as that term is defined in SEC rules.
Compensation Committee. The Compensation Committee operates under a written charter, a copy of which is available on our investor website at investors.repay.com under
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the heading “Corporate Governance.” The committee is responsible for, among other things:
The Compensation Committee met five times during the fiscal year ended December 31, 2025. The current members of the Compensation Committee are Paul R. Garcia and Richard E. Thornburgh. Paul R. Garcia currently serves as chairperson of the Compensation Committee. Each of the members of our Compensation Committee meets the requirements for independence under the applicable rules and regulations of the SEC and rules of Nasdaq. For more information on the Compensation Committee, see “— Corporate Governance Policies — Consideration and Determination of Executive and Director Compensation.”
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates under a written charter, a copy of which is available on our investor website at investors.repay.com under the heading “Corporate Governance.” The committee is responsible for, among other things:
Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee shall work with the Board to determine periodically, as appropriate, the desired Board qualifications, expertise and characteristics, including such factors as industry experience and diversity of background and career experience. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the number of current directors, the terms of the stockholder agreements, as well as the qualifications set forth in our Corporate
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Governance Guidelines. It also takes into account specific characteristics and expertise that it believes will enhance the robust mix of knowledge, expertise, background and personal characteristics of our Board. Each director is expected to be an individual of high character, mature judgment and integrity. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers matters relating to the retirement of members, including term limits or age limits, as well as the director’s past attendance at meetings, participation in and contributions to the activities of the Board and Repay and other qualifications and characteristics set forth in the committee’s charter.
The Nominating and Corporate Governance Committee may engage a third party to conduct or assist with any evaluation of a Board candidacy. Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to our Board those nominees whose specific qualities, experience and expertise will augment the current Board’s composition and whose past experience evidences that they will: (i) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties; (ii) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in the Bylaws; (iii) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations organized in Delaware; and (iv) adhere to our Code of Ethics. Following the Annual Meeting, we expect that Maryann Goebel will join the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders on a substantially similar basis as it considers other nominees. If any stockholder wishes to recommend candidates directly to our Nominating and Corporate Governance Committee, such stockholder may do so by sending timely notice to the Secretary and otherwise in accordance with the terms of our Bylaws and as described in “Stockholder Proposals” below. Such stockholder’s notice shall set forth certain information about the stockholder giving the notice and the nominee and other representations and certifications as set forth in our Bylaws.
The Nominating and Corporate Governance Committee met three times during the fiscal year ended December 31, 2025. The current members of the Nominating and Corporate Governance Committee are Peter J. Kight and Richard E. Thornburgh. Richard E. Thornburgh currently serves as the chairperson of the Nominating and Corporate Governance Committee. Each of the members of the Nominating and Corporate Governance Committee meets the requirements for independence under the applicable rules of Nasdaq.
Technology Committee. The Technology Committee operates under a written charter, a copy of which is available on our investor website at investors.repay.com under the heading “Corporate Governance.” Under the charter, the committee is responsible for, among other things:
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The Technology Committee met four times during the fiscal year ended December 31, 2025. The current members of the Technology Committee are Maryann Goebel, Peter J. Kight and Emnet Rios. Maryann Goebel currently serves as chairperson of the Technology Committee. Each of the members of our Technology Committee meets the requirements for independence under the applicable rules of Nasdaq.
Director Independence
Our Class A common stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and Nominating and Corporate Governance Committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit Committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of Nasdaq. Compensation Committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of Nasdaq.
In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively determine that the member of the Compensation Committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.
The Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, the Board has determined that Mses. Goebel and Rios and Messrs. Garcia, Kight and Thornburgh are “independent directors” as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Exchange Act. Mr. Morris is not considered independent.
Corporate Governance Policies
In addition to corporate governance matters described throughout this Proxy Statement, some additional information about our corporate governance policies and procedures is set forth below:
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Code of Ethics. Our Code of Ethics, which we refer to as the “Code of Ethics,” applies to all of our directors, officers and employees. The Code of Ethics is available on our investor website at investors.repay.com under the heading “Corporate Governance.” We intend to post any amendments to or any waivers from a provision of our Code of Ethics on our website.
Corporate Governance Guidelines. Our Board adopted the Repay Corporate Governance Guidelines, which give effect to Nasdaq’s requirements related to corporate governance and various other corporate governance matters. The Corporate Governance Guidelines reflect the Board’s commitment to effective corporate governance of Repay, with a view to enhancing long-term stockholder value. Topics addressed in the Corporate Governance Guidelines include:
A copy of the Corporate Governance Guidelines is available on our investor website at investors.repay.com under the heading “Corporate Governance.”
Risk Management. Our management is responsible for day-to-day risk management of the company, subject to oversight by the Board and its committees with regard to the major risks inherent in our business, including strategic, regulatory, compliance, operational, financial, reputational and cybersecurity risks, and the efforts of management to address and mitigate such risks. This oversight includes the review of strategic transactions and related risks, consistent with the Company’s approach to growth through a combination of organic initiatives and selective acquisitions.
The Board and its committees maintain an active role in risk oversight. The Board receives regular reports concerning our risk assessment and risk management from the Audit Committee, which meets periodically with our independent auditors, with our General Counsel and with management, to discuss the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures. In addition to receiving regular reports from the Audit Committee related to financial risk exposures, the Board also reviews information regarding other risks through regular reports of its other committees, including information regarding compensation related risk from the Compensation Committee, governance related risk from the Nominating and Corporate Governance Committee and cybersecurity related risk from the Technology Committee. Risks related to environmental, social and governance matters are covered by each of our committees as appropriate, as described below under “Corporate Sustainability Matters.”
We believe the division of risk management responsibilities described above is an effective approach for addressing the risks that we face.
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Executive Sessions of Independent Directors. Our Corporate Governance Guidelines provide that the independent directors shall meet in executive session on a periodic basis but no less than twice per year. At executive sessions, our independent directors meet without management or any affiliated directors present. The Board believes that executive sessions foster free and open communication among the independent directors, which will ultimately add to the effectiveness of the Board, as a whole.
Consideration and Determination of Executive and Director Compensation. The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers. In establishing executive officer compensation, the Compensation Committee uses its subjective evaluation of the executives’ performance and responsibilities, our overall performance and the Chief Executive Officer’s recommendations. In addition, the Compensation Committee has engaged an independent compensation consultant to advise regarding the status of Repay’s executive officer compensation in relation to comparable companies.
From time to time, the Compensation Committee may invite to its meetings any director, member of management and such other persons as it deems appropriate in order to carry out its responsibilities. Typically, Mr. Morris reviews the performance of senior management and make recommendations on compensation levels of our executive officers (other than himself), Mr. Dempsey advises the Compensation Committee on legal matters and prepares documents for the Compensation Committee’s consideration, and Ms. Barnett provides general support to the Compensation Committee, including providing details with respect to the operation of Repay’s various compensation and benefit plans. In addition, these officers answer questions posed by the committee.
The Board has adopted the Repay Holdings Corporation Equity Award Grant Policy (the “Award Grant Policy”) which establishes guidelines for the granting of stock options, restricted stock awards, restricted stock units and other equity incentive awards. Under the policy, the Board has delegated authority to Repay’s Chief Executive Officer to grant equity awards to employees other than executive officers, subject to the written guidelines set forth in the Award Grant Policy.
Under our Corporate Governance Guidelines, the compensation of independent directors is determined by the Board upon recommendation of the Compensation Committee. The guidelines further provide that non-employee directors are expected to receive a meaningful portion of their annual retainer in the form of equity. Employee directors are not paid additional compensation for their services as directors.
Restrictions on Short Sales or Speculative Transactions by All Directors and Employees (Anti-Hedging/Anti-Pledging). The Board believes that it is undesirable for our directors, officers and employees to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety. Therefore, we
In addition, we have adopted an insider trading policy which governs the purchase, sale and/or any other dispositions of our securities by the Company and our directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Our insider trading policy discourages margin accounts and pledges. The policy generally prohibits our directors, officers, and employees, whether or not in possession of material non-public
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information, from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral for a loan, without first obtaining pre-clearance.
Under the insider trading policy, our executive officers may only trade our securities during certain designated periods, as set out in our insider trading policy, and must obtain pre-clearance and approval prior to any transaction. All executive officers and directors are in compliance with this policy.
Committee Authority to Retain Independent Advisors. The charter of each of the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Technology Committee provides that the committee has the authority to retain independent advisors, counsel, experts and consultants, with all fees and expenses paid by Repay.
Board Leadership Structure. The Board does not have a policy on whether the role of Chairperson of the Board and Chief Executive Officer should be separate or combined. Our current Board leadership structure separates the positions of Chief Executive Officer and Chairperson of the Board, with John Morris serving as our Chief Executive Officer and the independent Chairman position being held by Peter J. Kight. The Board believes that this separation is appropriate for the Company at this time because it allows for Mr. Morris to be primarily responsible for our operations and strategic direction and for Mr. Kight to be primarily focused on matters pertaining to corporate governance and strategic guidance. The Board will make future determinations regarding whether or not to separate the roles of Chair and Chief Executive Officer based on all then current facts and circumstances.
If the Chairperson of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” our Corporate Governance Guidelines provide that a “Lead Director” shall be elected annually by plurality vote of the independent directors, pursuant to a secret ballot, following nomination by the Nominating and Corporate Governance Committee. The Lead Director would help coordinate efforts of the independent and non-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and, in particular, the performance of senior management. A description of the position of Lead Director is set forth in Annex A to our Corporate Governance Guidelines, which is available on our investor website at investors.repay.com under the heading “Corporate Governance.”
Policy for Director Attendance at Annual Meetings. Under our Corporate Governance Guidelines, each director is expected to make every effort to attend each annual meeting of stockholders.
Process for Stockholders to Send Communications to the Board. Our Corporate Governance Guidelines provide that any stockholder who wishes to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the committees, or to the non-management or independent directors as a group, may do so by (1) addressing such communications or concerns to the Secretary of the Company, 3060 Peachtree Road NW, Suite 1100, Atlanta, Georgia 30305, who will forward such communications to the appropriate party, or (2) sending an e-mail to corpsecretary@repay.com. Such communications may be done confidentially or anonymously.
Corporate Sustainability Matters
We believe corporate responsibility is deeply woven into our company culture and good governance at all levels provides a strong foundation for supporting and promoting
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the long-term interests of our stockholders. Our corporate sustainability initiatives have been guided by our desire to achieve operational excellence, generate long-term value for our stockholders, provide a good working environment for our employees and have a positive impact in our communities.
The Board plays a very important role in our sustainability governance, providing oversight of the strategy, operations, risks and management of the Company. The Nominating and Corporate Governance Committee is chartered with overall oversight of our strategy on corporate social responsibility and sustainability matters and approach, including related risks. We also have a Sustainability Working Group, consisting of internal and external resources, to assess the corporate sustainability factors related to our business. The Nominating and Corporate Governance Committee engages with executive management as corporate sustainability initiatives are identified and implemented. The Board is kept informed through periodic updates from the executive management team and the Nominating and Corporate Governance Committee.
As we grow and as corporate sustainability best practices evolve, we regularly evaluate our approach. Together with our executive management team, the Sustainability Working Group analyzes our business and identifies relevant sustainability factors for evaluation and disclosure. The analysis includes dialogue with certain of our institutional stockholders and review of the practices of our peer companies. We typically publicly release an annual Corporate Sustainability Report, which discusses our social responsibility and sustainability programs and practices. In June 2025, we provided an annual updated report that included detailed disclosures across our sustainability initiatives and continued to demonstrate alignment with the Sustainability Accounting Standards Board (SASB) Standards. A copy of our current Corporate Sustainability Report is available on the “Investors” page of our website, www.repay.com, under the “Corporate Governance” tab.
We expect to provide an update to the report at or around the time of the Annual Meeting in which we may highlight our sustainability-related developments in 2025 and to continue to ensure transparency in our approach to governing these matters. We will continue to evolve our corporate sustainability program in a manner that we believe is beneficial to the Company and our stakeholders.
Board Evaluation Process
The Board believes that a continuous evaluation process allows it to assess its effectiveness and proactively identify gaps in desired skills and attributes represented on the Board. All of our directors must annually complete a form of directors’ and officers’ questionnaire, which ultimately enables the Board to enhance its overall effectiveness. Through the questionnaire, each director provides information that helps the Board verify and determine their independence, financial literacy, risk management experience, beneficial ownership interest of the Company’s outstanding common stock, and any possible conflict of interest in relation to the Company or its business. The contents of these questionnaires are reviewed by the Nominating and Corporate Governance Committee and summarized to the Board.
Each year, the Nominating and Corporate Governance Committee oversees a self-assessment process for the Board as a whole and each committee. Typically, each director is required to complete and submit an anonymous self-assessment questionnaire, which contains a series of statements that are designed to obtain the director’s opinions and comments regarding his or her individual performance and the performance of the Board and the committee(s) on which he or she serves. Alternatively, the self-assessment process has been conducted through an individual interview between our non-executive Chairman and each director. The results of the self-assessments are reviewed by the
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Nominating and Corporate Governance Committee and the other respective committees, and then discussed by the Board in executive session.
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REPORT OF AUDIT COMMITTEE
Notwithstanding anything to the contrary set forth in any of Repay’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings.
The Audit Committee oversees our financial reporting process on behalf of the Board. The Audit Committee operates under a written charter, a copy of which is available on the “Investors” page of our website, www.repay.com, under the “Corporate Governance” tab. This report reviews the actions taken by the Audit Committee with regard to our financial reporting process during fiscal 2025 and particularly with regard to the audited consolidated financial statements as of December 31, 2025 and December 31, 2024 and for the three years ended December 31, 2025.
The Audit Committee is composed solely of independent directors. None of the committee members is or has been an officer or employee of the Company or any of our subsidiaries or has any current business or any family relationship with the Company or any of our subsidiaries or affiliates.
Our management has the primary responsibility for the financial statements and reporting process, including the systems of internal controls. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes and to select annually the accountants to serve as our independent auditors for the coming year.
The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to fulfill its oversight responsibilities under the Audit Committee’s charter. To carry out its responsibilities, the Audit Committee met four times during the year ended December 31, 2025.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, including a discussion of the quality, rather than just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The Audit Committee also discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited consolidated financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, rather than just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also reviewed and discussed with the independent auditors the critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit Committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements, and (2) involved the auditor’s especially challenging, subjective or complex judgments. In addition, the Audit Committee discussed with the auditors their independence from management and the Company, including the matters in the written disclosures and the letter required by the PCAOB regarding the independent auditors’ communications with the Audit Committee regarding independence. The Audit Committee also considered whether the provision of
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services during the fiscal year ended December 31, 2025 by the auditors that were unrelated to their audit of the consolidated financial statements referred to above and to their reviews of our interim consolidated financial statements during the fiscal year is compatible with maintaining their independence.
Additionally, the Audit Committee discussed with the independent auditors the overall scope and plan for their audit. The Audit Committee met with the independent auditors, with and without management present, to discuss the results of their examination, their evaluation of our internal controls and the overall quality of our financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.
Submitted by the Audit Committee:
Emnet Rios, Chairperson
Paul R. Garcia
Richard E. Thornburgh
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LETTER FROM OUR COMPENSATION COMMITTEE
Dear Fellow REPAY Stockholders,
One of our most important responsibilities as the independent Compensation Committee of Repay Holdings Corporation is to structure our executive compensation programs to create strong alignment of interests with our stockholders and to attract and retain the talent we need to successfully achieve REPAY’s objectives.
Compensation Program Highlights
Stockholder Accountability Through Responsive Actions
Following the 73% ‘Say-on-Pay’ vote support at last year’s annual meeting, the Compensation Committee, with direct involvement by the Chair, undertook an enhanced stockholder outreach program in the Fall of 2025 to address any concerns regarding our compensation program. During these engagement sessions, the most common themes of stockholder feedback centered around a desire for continued alignment between pay and performance and enhanced clarity regarding our performance-based incentives. In direct response to investor feedback, the Compensation Committee has (i) lowered our CEO’s annual target long-term equity incentive award for 2026 by $1,000,000, a 15% decrease from 2025, and (ii) provided greater transparency regarding the measurement of our performance-based awards in this Proxy Statement.
In addition to our latest round of investor engagement and responsive actions, we have a track-record of demonstrating accountability to our stockholders through our compensation program. These important decisions regarding our compensation program in recent years include, but are not limited to:
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Proven Pay-for-Performance Philosophy and Outcomes
While we do not like to see our executives’ realized (i.e., take-home) pay being meaningfully lower than granted pay, as this reflects performance below expectations, it also shows that the pay program is working as intended. Over the past five fiscal years, our CEO’s realized compensation was approximately 56% lower than his granted target opportunity, reflecting directional alignment with the experience of our stockholders. This is not only a result of the decrease in our stock price in recent years, but also a factor of our Compensation Committee continuing to set rigorous goals, where recent short- and long-term incentive plan payouts have been generally below target.
As the independent Compensation Committee, we thank you for your continued investment in REPAY and respectfully request your support with this year’s management-sponsored proxy proposals.
Sincerely,
The Compensation Committee
Paul R. Garcia
Richard E. Thornburgh
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) outlines our compensation programs, practices and objectives for our 2025 named executive officers (“NEOs”) listed below and discusses how the Compensation Committee arrived at the compensation decisions for 2025.
|
Name |
|
|
Title |
|
John Morris |
|
|
Chief Executive Officer (“CEO”) |
|
Robert S. Houser (1) |
|
|
Chief Financial Officer |
|
Timothy J. Murphy (2) |
|
|
Former Chief Financial Officer |
|
Thomas E. Sullivan (3) |
|
|
Chief Accounting Officer and Former Interim Chief Financial Officer |
|
David Guthrie |
|
|
Chief Technology Officer |
|
Tyler B. Dempsey |
|
|
General Counsel |
|
Shaler Alias (4) |
|
|
Former President |
Executive Summary
2025 Business Highlights
In 2025, we re-enforced our core foundation by strengthening our operations, go-to-market, and overall organization leadership. This included a number of significant changes to our executive leadership team, positioning REPAY to better execute on its strategic priorities. We also streamlined processes, worked on ways to deploy automation and artificial intelligence (AI), and rolled out many new product capabilities for the scaled future ahead. Our investments in product and technology are focused on providing best-in-class performance and reliability for our existing clients and prospective clients.
Highlights related to our results of operations and other achievements for the year ended December 31, 2025 include:
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“Normalized revenue growth,” “Adjusted EBITDA margin” and “Free Cash Flow Conversion” are non-GAAP financial measures. Please refer to Annex B to this Proxy Statement for reconciliations to GAAP measures and further information.
2025 Executive Compensation Highlights
Our 2025 executive compensation decisions reflect the Compensation Committee’s continued focus on pay-for-performance, market-competitive pay opportunities and responsiveness to stockholder perspectives, consistent with our compensation philosophy.
Compensation outcomes for 2025 reflect the Company’s performance during the year and reinforce our pay-for-performance philosophy. Annual incentive payouts for our named executive officers were below target, consistent with performance against key financial metrics, and performance-based equity awards tied to the 2023–2025 performance period resulted in no payout due to below-threshold relative TSR performance. The Compensation Committee believes these outcomes demonstrate alignment between Company performance, stockholder experience and realized compensation. Further detail about our pay outcomes and stockholder alignment is included below.
Target Compensation: In 2025, the Compensation Committee made no increases to base salary, target annual cash incentive opportunities or target long-term equity incentive opportunities for our continuing named executive officers as evidenced by the table below. These decisions reflect the Compensation Committee’s consideration of Company performance, stockholder experience, competitive market data and feedback received through investor outreach.
|
Name |
Base Salary (2025 vs 2024) |
Target Annual Cash Incentive (2025 vs 2024) |
Target Long-term Equity Incentives (2025 vs 2024) |
Total Target Compensation (2025 vs 2024) |
|
John Morris |
0% |
0% |
0% |
0% |
|
Robert S. Houser |
— |
— |
— |
N/A; New NEO |
|
Timothy J. Murphy |
0% |
0% |
0% |
0% |
|
Thomas E. Sullivan |
— |
— |
— |
N/A; New NEO |
|
David Guthrie |
0% |
0% |
0% |
0% |
|
Tyler B. Dempsey |
0% |
0% |
0% |
0% |
|
Shaler Alias |
0% |
0% |
0% |
0% |
Realized Compensation: Consistent with our pay-for-performance philosophy, earned (or “realized”) incentive compensation for the period ending fiscal 2025 was paid below target and reflected both operating results and stockholder returns:
This continues a long history of aligning pay and performance as evidenced by our CEO’s realized incentive plan payouts (as a % of target) over the past five years:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2022 |
|
2023 |
|
2024 |
|
|
2025 |
|
AIP |
|
175% |
|
24% |
|
92% |
|
98% |
|
|
68% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019-2021 |
|
2020-2022 |
|
2021-2023 |
|
2022-2024 |
|
|
2023-2025 |
|
PSU |
|
100% |
|
0% |
|
0% |
|
57% |
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our target compensation opportunities are set to align with competitive market levels to facilitate our ability to attract and retain top executive talent, but our realized compensation is paid below target when our performance does not meet expectations as demonstrated above.
2025 CEO Compensation Highlights and 2026 Target Compensation
Our CEO’s 2025 target total direct compensation remained the same as his 2024 target total direct compensation. In making this determination, the Compensation Committee reviewed updated market data following its 2025 peer group evaluation and concluded that the CEO’s target compensation remained within a competitive range of the peer group median. This marks the third consecutive year his target total direct compensation remained at the same level.
As detailed below, the Compensation Committee undertook an enhanced stockholder outreach program in the second half of 2025 to address any concerns regarding the compensation program. Direct feedback from our stockholders suggested general support for our existing annual and long-term incentive plan design and reflected a desire for continued alignment between pay and performance. In light of this feedback and in consideration of the Company’s stock price underperformance, the Compensation Committee determined to reduce the CEO’s target compensation by $1,000,000 in 2026 to reinforce the Company’s pay-for-performance philosophy. Mr. Morris supported this determination.
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Historical CEO Pay-and-Performance Alignment
The vast majority of our CEO’s compensation is performance-based. Over the five most recently completed fiscal years, Mr. Morris’s cumulative realized compensation was approximately 44% of his cumulative target compensation during the same period. The Compensation Committee believes this demonstrates alignment between the CEO’s compensation and stockholder experience and underscores the rigor of our incentive compensation program.
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The following assumptions and calculations were used for purposes of the chart above:
2025 Pay Mix and Target Total Compensation
The Compensation Committee strives to align our compensation program with short- and long-term Company performance objectives and stockholder value. We believe that our current executive compensation program emphasizes performance-based pay and reflects best practices to ensure sound corporate governance. The vast majority of NEO compensation is variable, representing 93% of target compensation for our CEO and an average of 78% of target compensation for our other NEOs (excluding Mr. Sullivan). In addition, our pay mix is heavily weighted in equity, representing 86% of target compensation for our CEO and an average of 64% of target compensation for our other NEOs (excluding Mr. Sullivan), which we believe closely aligns the interests of the NEOs with long-term stockholder value creation. The following charts show the mix of total target compensation in 2025 for our CEO and the average of all other NEOs (excluding Mr. Sullivan).
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While aiming for a pay mix focused on variable and performance-based vehicles and designed to attract, retain and motivate our NEOs, and following a review of peer companies and executive performance, the Compensation Committee approved executive pay at the following target levels for 2025 (except with respect to Mr. Sullivan as noted below):
Name |
|
Base |
|
% of |
|
Target |
|
% of |
|
Target |
|
% of |
|
Total Target |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Morris |
|
500,000 |
|
|
7% |
|
|
500,000 |
|
|
7% |
|
|
6,500,000 |
|
|
87% |
|
|
7,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert S. Houser (1) |
|
400,000 |
|
|
23% |
|
|
240,000 |
|
|
14% |
|
|
1,100,000 |
|
|
63% |
|
|
1,740,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy J. Murphy |
|
410,000 |
|
|
17% |
|
|
307,500 |
|
|
12% |
|
|
1,730,000 |
|
|
71% |
|
|
2,447,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Sullivan (2) |
|
232,793 |
|
|
41% |
|
|
69,848 |
|
|
12% |
|
|
260,000 |
|
|
46% |
|
|
562,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Guthrie |
|
410,000 |
|
|
22% |
|
|
307,500 |
|
|
16% |
|
|
1,179,000 |
|
|
62% |
|
|
1,896,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler B. Dempsey |
|
394,625 |
|
|
25% |
|
|
197,313 |
|
|
12% |
|
|
1,000,000 |
|
|
63% |
|
|
1,591,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaler Alias |
|
354,881 |
|
|
23% |
|
|
177,440 |
|
|
12% |
|
|
1,005,179 |
|
|
65% |
|
|
1,537,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
Table of Contents
Greater detail regarding the compensation of our NEOs can be found within the 2025 Summary Compensation Table.
2025 Say-on-Pay Vote, Stockholder Engagement, and Consideration of Feedback
Our annual Say-on-Pay vote provides an important forum for our stockholders to share their perspectives on our executive compensation practices, where REPAY has historically received strong support. The approximately 73% support level on our 2025 Say-on-Pay vote fell short of our expectations and was inconsistent with our average investor support of approximately 98% on Say-on-Pay votes through 2024.
In response, REPAY undertook an enhanced stockholder outreach program in the second half of 2025 to address any concerns regarding the compensation program. As such, we reached out to stockholders owning 58% of our outstanding shares and met with all stockholders who accepted a meeting, accounting for 32% of our outstanding shares. As the independent Chair of our Compensation Committee, Mr. Garcia personally led the majority of these discussions, representing 27% of our outstanding shares.
Post-2025 Annual Meeting Engagement, in Numbers:
During these engagement sessions, stockholders shared a range of perspectives, and while no single theme or consistent concern emerged, the feedback generally reflected a desire for continued alignment between pay and performance, as well as enhanced clarity regarding the performance-based incentives of our compensation program. During these discussions, our stockholders were generally supportive of the structure and design of our core annual and long-term incentive plans, including the performance metrics, the period and measurement of performance, the emphasis on aligning executive and stockholder interests through the use of equity-based awards, and the balance of annual and long-term performance-based incentives to drive long-term stockholder value.
The Compensation Committee carefully considered this feedback, together with the Company’s pay-for-performance philosophy, in determining to (i) lower our CEO’s target long-term equity incentive award for 2026 by $1,000,000, representing a 15% decrease in such award from 2025, and (ii) provide greater transparency regarding our performance-based awards in this Proxy Statement.
In addition to our latest round of investor engagement and responsive actions, we have a track-record of demonstrating accountability to our stockholders through our compensation program decisions. These important decisions regarding our compensation program in recent years include, but are not limited to:
37
Table of Contents
Objectives of the Compensation Program
Our executive compensation program encompasses the overarching ideals of the Company as a whole. We value performance driven metrics and an astute workforce, and compensation decisions are made in support of the philosophy to pay for performance. The Compensation Committee believes this is best effectuated by designing compensation programs and policies to achieve the following primary objectives:
Attract and Retain Talented Executive Team
We operate in a highly competitive industry for talented executives. The Compensation Committee has designed our compensation program to attract, retain and motivate an executive team capable of maximizing the Company’s performance in both the short- and long-term. With our compensation program and policies, we aim to provide our NEOs with a total compensation package that is competitive with comparable positions at other companies with which we compete for talent.
Align Interests of Named Executive Officers and Stockholders
The following compensation policies and practices are designed to align the interests of our NEOs and our stockholders:
|
|
|
What We Do |
|
|
|
|
What We Don’t Do |
|||||||
|
|
|
|
Commitment to pay for performance |
|
|
|
|
Engage an independent compensation consultant |
|
|
|
|
|
No significant perquisites |
|
|
|
|
Stock ownership guidelines |
|
|
|
|
Fully independent compensation committee |
|
|
|
|
|
No incentives that encourage excessive risk-taking |
|
|
|
|
Anti-hedging/Anti-pledging policy |
|
|
|
|
Capped annual and long-term incentive programs |
|
|
|
|
|
No tax gross ups |
|
|
|
|
Mix of short-term and long-term incentives and performance metrics |
|
|
|
|
Double trigger change in control cash severance benefits and equity vesting |
|
|
|
|
|
No guaranteed incentive payments |
|
|
|
|
Annual risk assessments |
|
|
|
|
Clawback policy |
|
|
|
|
|
|
|
|
|
|
Primarily formulaic incentive design and transparent disclosure |
|
|
|
|
Annual say-on-pay vote |
|
|
|
|
|
|
38
Table of Contents
Material Elements of Our Compensation Programs
Our compensation philosophy is supported by the following material compensation elements, which the Compensation Committee uses in determining the compensation of our NEOs:
|
Compensation Element |
|
|
How It’s Paid |
|
|
Purpose |
|
Base Salary |
|
|
Cash (Fixed) |
|
|
Provides a competitive fixed compensation relative to similar positions in the market and enables us to attract and retain highly skilled executive talent |
|
Annual Cash Incentive Plan |
|
|
Cash (Variable/at-risk) |
|
|
Focuses executives on achieving annual financial and strategic goals that promote growth, profitability and returns, ultimately driving long-term stockholder value. |
|
Long-Term Incentive Plan |
|
|
Equity (Variable/at-risk) |
|
|
Provides incentives for executives to reach long-term financial and strategic goals that drive stockholder value creation. Typically, our time-based awards vest over four years, and the performance period of our performance-based awards is three years. |
Base Salary
Base salary generally provides market-competitive cash compensation for our executives for the services they render during the year and is a standard element of compensation necessary to attract and retain high-level executive talent. All NEO employment arrangements require an annual review of base salary by the Compensation Committee, and annual increases may be made by the Compensation Committee on a discretionary basis. In making base salary decisions, the Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. When reviewing base salaries as part of the total target compensation, the Compensation Committee considers, among other factors, our contractual obligations under each NEO’s employment agreement, their respective role and responsibilities, their experience and contributions to our financial and operational success, the competitiveness of each NEO’s pay opportunity based on market data, and the totality of the executive’s individual performance.
Annual Performance-Based Cash Incentive Awards
Annual performance-based cash incentive awards are awarded under the AIP for each NEO, other than Mr. Sullivan. These awards are designed to encourage the achievement of various pre-determined financial performance goals for the Company and personal and department performance goals tied to each of the NEO’s roles at the Company. The design of the AIP provides that each NEO’s cash incentive opportunity will be expressed as a percentage of his base salary and earned based on performance results as compared to pre-established threshold, target and maximum goals. NEOs participate in the AIP at individual target levels set forth in their respective employment agreements, which currently range from 50% to 100% of base salary. The AIP has a maximum funding at 200% of the target level for over performance and 0% funding of the target level for performance below threshold performance. Mr. Sullivan participated in the Company's annual cash bonus plan generally available to non-executive employees as described below.
Long-term Incentives: Performance-Based and Service-Based Equity Awards
Equity awards are a significant component of NEO compensation. Under the terms of the Second Amended and Restated Omnibus Incentive Plan, effective April 19, 2024 (the “Second Amended and Restated Plan”), the Compensation Committee has authority to
39
Table of Contents
grant equity awards to NEOs, which it has done each year since the Business Combination. These awards are intended to recognize employee and director contributions, encourage continued commitment to the Company’s long-term success, and support the attraction, retention, and motivation of individuals critical to the Company’s sustained growth and financial performance by providing an opportunity to acquire or increase an ownership interest in the Company.
In determining long-term equity incentives as part of target compensation, the Compensation Committee considers the nature of each NEO’s responsibilities, current and potential contributions to the Company’s success, and other factors it deems relevant. The Compensation Committee also believes that aligning NEO financial interests with long-term Company performance discourages excessive risk-taking and supports sustainable stockholder value creation.
Annual equity awards are typically approved at the Compensation Committee’s regularly scheduled first-quarter meeting, timed to align with annual performance evaluations and the Board’s review of year-end financial results. Meeting dates are generally established approximately one year in advance, and the grant date historically has been the first day of the open window period, pursuant to the Company’s insider trading policy, following Committee approval. Additional information regarding 2025 equity awards is provided below under “Named Executive Officers’ Compensation in 2025 – Annual Long-term Equity Incentives.” The Compensation Committee may also grant equity awards from time to time to recognize performance, support retention, or provide inducement value in accordance with the Award Grant Policy.
Process for Determining Named Executive Officers’ Compensation
Role of Compensation Committee
The Compensation Committee is comprised of independent, non-employee members of the Board and has the primary authority to determine our compensation philosophy and establish the compensation of our NEOs. In establishing our NEOs’ compensation, the Compensation Committee uses its subjective evaluation of the executives’ performance and responsibilities, our overall performance and the CEO’s recommendations with respect to the other NEOs. The Compensation Committee’s specific authority and responsibilities are set forth in its charter, a copy of which is available on the “Investors” page of our website, www.repay.com under the “Governance” tab.
The Compensation Committee has also engaged an independent compensation consultant to advise the Compensation Committee regarding the status of our NEOs’ compensation in relation to comparable companies. The Compensation Committee works very closely with its independent compensation consultant and management to evaluate the effectiveness of our executive compensation program throughout the year.
Role of Management
Management plays a significant role in the process of establishing executive compensation. The most significant aspects of management’s role are:
40
Table of Contents
From time to time, the Compensation Committee may invite any director, member of management and such other persons as it deems appropriate to its meetings in order to carry out its responsibilities. Typically, our CEO reviews the performance of senior management and makes recommendations on compensation levels in accordance with our Award Grant Policy, and our Executive Vice President, Human Resources provides general support to the Compensation Committee, including providing details with respect to the operation of our various compensation and benefit plans. Our General Counsel advises the Compensation Committee on legal matters. The CEO and Executive Vice President, Human Resources present to the Compensation Committee the proposed individual goals for each of the NEOs and an analysis of the achievement of the goals approved by the Compensation Committee. In addition, these officers answer questions posed by the Compensation Committee. Also, the Board has delegated authority to our CEO to grant equity awards to employees other than executive officers, subject to certain parameters set forth in our Award Grant Policy.
The CEO recommends to the Compensation Committee annual base salaries, annual performance-based cash incentive awards and long-term or performance equity grants for the NEOs (other than the CEO). The Compensation Committee then evaluates each NEO, sets performance criteria for annual performance-based cash incentive awards, and makes long-term equity grants, if any. Although the Compensation Committee considers the CEO’s recommendations, the final decisions regarding base salary, annual incentive awards and equity awards of the NEOs are within the sole discretion of the Compensation Committee.
Role of the Independent Compensation Consultant
The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For 2025, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent advisor on executive and non-employee director compensation matters. FW Cook reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee assessed the independence of FW Cook in 2025 and whether any work provided by FW Cook raises any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and Nasdaq rules, and determined that FW Cook was independent.
As the Compensation Committee’s independent compensation consultant, FW Cook generally reviews and evaluates our executive compensation programs. FW Cook considers the objectives of our compensation programs and compares them to peer group companies (as discussed below) and best practices and consults the Compensation Committee on competitive compensation practices and trends. The Compensation Committee pre-approves any services to be provided by FW Cook. FW Cook assisted the Compensation Committee in establishing our compensation philosophy, determining our peer group and determining appropriate levels of compensation for our NEOs in 2025.
Market Survey Analysis
The Compensation Committee annually reviews peer group compensation benchmarking and third-party market surveys to ensure executive compensation is competitive against companies that we compete with for business and executive talent. We compete with a variety of payment processing companies, both larger and smaller on a revenue and market capitalization basis, as well as software and services companies in the broader payments ecosystem.
41
Table of Contents
Peer group refinement has been an area of particular focus of the Compensation Committee in recent years, informed in part by stockholder feedback. Over the past three years, the Compensation Committee has actively revised peer group composition to remove larger companies that had outgrown the peer group or were no longer appropriate for pay benchmarking based on market consolidation or other business transaction, and to replace them with more size-appropriate peers that improve the representation of payments and financial technology companies.
With FW Cook’s assistance, the Compensation Committee updated the Company’s peer group to ensure that the Company’s revenues were within +/-10% of the peer group median. The peer companies referred to for evaluation of our 2025 NEO compensation were as follows:
ACI Worldwide, Inc. Agilysys, Inc. AvidXchange Holdings, Inc. BigCommerce Holdings, Inc. (n/k/a Commerce.com, Inc.) BILL Holdings, Inc. Cass Information Systems, Inc. |
|
Cantaloupe, Inc. EVERTEC, Inc. Flywire Corporation International Money Express, Inc. Mitek Systems, Inc. Model N, Inc. |
|
Olo Inc. Q2 Holdings, Inc. Paymentus Holdings Inc. Synchronoss Technologies, Inc. Verra Mobility Corporation |
In comparison to the peer group used to benchmark 2024 compensation, the Compensation Committee removed Nuvei Corporation in connection with its take-private transaction and added Paymentus Holdings, Inc., which is a direct competitor in the Consumer Payments segment.
The Compensation Committee reviewed compensation information from this peer group by comparable executive position and level to better understand the market for other participants for all aspects of compensation. In a review of the applicable data, the Compensation Committee sought to ensure that the overall compensation to our NEOs was competitive with industry standards and within a competitive range around median compensation levels at other companies of similar characteristics based on the executive’s position, level and job performance. The Compensation Committee took this evaluation into account in determining all elements of NEO compensation for 2025. The Compensation Committee annually evaluates the list of peer companies and will continue to make appropriate adjustments.
For 2026, the Compensation Committee further refined the peer group based on discussions with stockholders and in consideration of key size indicators to ensure size remained competitive with peers. In connection with this update, the Compensation Committee removed companies that had outgrown the peer group including ACI Worldwide, Inc., BILL Holdings, Inc., Verra Mobility Corporation and Q2 Holdings, Inc., and added Payoneer Global Inc., Marqeta, Inc., PROS Holdings, Inc. and Upland Software, Inc. These changes further improved our positioning relative to the peer group (within 4% of the peer group median revenue).
Named Executive Officers’ Compensation in 2025
Base Salary
Base salary represents annual fixed compensation and provides our NEOs with a level of compensation consistent with their experience, responsibilities and contributions in relation to comparable positions in the marketplace. The Compensation Committee met in February of 2025 to determine the base salaries for our NEOs (other than Mr. Houser and
42
Table of Contents
Mr. Sullivan) for 2025 and determined that base salaries should remain at the same levels as set in 2024 as set forth in the table below. Mr. Houser was appointed as Chief Financial Officer, effective September 8, 2025, and his compensation was approved by the Compensation Committee in August 2025. Due to the interim and transitional nature of Mr. Sullivan’s role as Interim Chief Financial Officer, his base salary continued to be based on his prior position as determined by the then CFO in his annual review as the Compensation Committee determined not to adjust the salary in connection with his appointment as Interim Chief Financial Officer.
Base salaries for our NEOs at the end of fiscal 2025, compared to their base salaries in effect at the end of fiscal 2024, are set forth below:
Name |
|
2025 Base |
|
2024 Base |
|
% Change |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
John Morris |
|
|
|
500,000 |
|
|
|
|
|
500,000 |
|
|
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Robert S. Houser |
|
|
|
400,000 |
|
|
|
|
|
— |
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Timothy J. Murphy |
|
|
|
410,000 |
|
|
|
|
|
410,000 |
|
|
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Thomas E. Sullivan |
|
|
|
232,793 |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
David Guthrie |
|
|
|
410,000 |
|
|
|
|
|
410,000 |
|
|
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Tyler B. Dempsey |
|
|
|
394,625 |
|
|
|
|
|
394,625 |
|
|
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Shaler Alias |
|
|
|
354,881 |
|
|
|
|
|
354,881 |
|
|
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Annual Performance-Based Cash Incentives
For 2025, our NEOs were entitled under their employment agreements to participate in an annual cash bonus plan with the following targets, expressed as a percentage of base salary: Mr. Morris, 100%; Mr. Houser, 60%; Mr. Murphy, 75%; Mr. Sullivan, 30%; Mr. Guthrie, 75%; Mr. Dempsey, 50%; and Mr. Alias, 50%. These targets are consistent with the target levels for those individuals in 2024 employed at that time.
AIP for NEOs (other than Mr. Sullivan)
The Compensation Committee establishes AIP targets during the first quarter of the fiscal year. The Compensation Committee’s philosophy is that the AIP target performance goals should match the Company’s internal operating plan approved by the Board. Individual performance results are also factored into the AIP opportunity. For fiscal year 2025, the Compensation Committee established the performance goals for NEOs under the AIP, which are summarized as follows:
Performance Objective: |
|
Adjusted EBITDA |
|
RCS Business |
|
Individual |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting among performance objectives (except for Mr. Alias) |
|
|
75% |
|
|
|
0% |
|
|
|
25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighting among performance objectives (for Mr. Alias) |
|
|
35% |
|
|
|
40% |
|
|
|
25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold |
|
|
$124.3 million |
|
|
|
$11.8 million |
|
|
|
50% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target |
|
|
$142.9 million |
|
|
|
$13.6 million |
|
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
$157.1 million |
|
|
|
$15.0 million |
|
|
|
200% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
Table of Contents
If actual performance of a financial metric does not meet the threshold, no award will be earned for that financial goal. If the actual performance of a financial metric reaches the threshold, the award earned for that financial goal will be 50% of the target. The award earned for results between the threshold and the target and between the target and the maximum of 200% of the target is calculated using straight-line interpolation. The maximum incentive award for any NEO is 200% of his target bonus. The target performance goals under the 2025 AIP were set at an aggressive level above actual 2024 results that would require the Company to achieve the performance expected under its demanding operating plan. Therefore, the rigorous targets were not all met.
For 2025, Adjusted EBITDA was $128.6 million, which resulted in a payout of 61% of the target for that objective. In 2025, the Repay Clearing and Settlement (“RCS”) Business Unit Gross Profit was $13.7 million, which resulted in a payout of 104% of the target for that objective for Mr. Alias.
For purposes of determining the level of achievement in 2025 of each NEO for the portion of the AIP attributable to individual goals, the Compensation Committee reviewed each NEO’s level of achievement of specific objectives that were established in the first quarter of 2025. A summary of the categories and weighting of objectives for each NEO, as well as the Compensation Committee’s determination of the level of achievement, is set forth below. For Mr. Houser, the Compensation did not set specific weighted objectives, but rather compared Mr. Houser’s performance against a 30-60-90-120 day plan set by the Compensation Committee at the time of his hiring. Mr. Murphy was not eligible to receive an annual cash incentive bonus under the 2025 AIP following his departure from the Company. Therefore, his individual performance for 2025 was not evaluated by the Compensation Committee.
44
Table of Contents
Name |
|
Objective Category — Description |
|
Weighting |
|
Achievement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Morris |
|
Strategic Planning - Evaluate M&A and alternatives and finalize growth plan |
|
25% |
|
100% |
|
|
Financial - Capital allocation strategy and debt refinancing |
|
15% |
|
100% |
|
|
Investor Relations - Investor conferences and stockholder meetings |
|
10% |
|
100% |
|
|
Consumer & Business Payments - Client meetings and pitches and oversight of strategy |
|
10% |
|
50% |
|
|
People/Talent - Succession plan, support hiring |
|
10% |
|
100% |
|
|
Board Relations - Individual board member meetings, succession planning |
|
10% |
|
100% |
|
|
Technology & Data - Vendor negotiation, support migration, improve internal reporting, improve operational processes |
|
10% |
|
75% |
|
|
Performance Metrics - Oversee performance goals and reviews for leadership |
|
10% |
|
65% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert S. Houser |
|
30-60-90-120 plan covering the following areas: |
|
N/A |
|
100% |
|
|
Treasury, Strategy, Financial Management, Investor Relations, Accounting, FP&A, Staffing and Board Responsibility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Guthrie |
|
Product & Engineering - Implementation of various product, platform and integration enhancements and upgrades |
|
20% |
|
95% |
|
|
Budgets - Spending reductions and Capex analysis |
|
20% |
|
100% |
|
|
Security - Audits and cybersecurity enhancement |
|
15% |
|
100% |
|
|
Information Technology and Platform Infrastructure - Automation and migration |
|
10% |
|
95% |
|
|
Technology Committee Improvements |
|
10% |
|
100% |
|
|
Implement Performance Metrics |
|
10% |
|
100% |
|
|
Quality - Improve uptimes |
|
5% |
|
100% |
|
|
Data & Automation - Launch various automation initiatives |
|
5% |
|
100% |
|
|
People - Enhance product support team |
|
5% |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler B. Dempsey |
|
Legal/Compliance Department - Headcount management |
|
20% |
|
100% |
|
|
Board/Committee - Corporate secretary duties, support and improve processes and activities of Board and Committees |
|
20% |
|
100% |
|
|
Outside Legal Spend |
|
20% |
|
100% |
|
|
Support Corporate Strategy Efforts |
|
15% |
|
100% |
|
|
Intercompany Arrangements Framework Development |
|
10% |
|
100% |
|
|
Implement Performance Metrics |
|
10% |
|
100% |
|
|
Vendor Management |
|
10% |
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaler Alias |
|
Front End Processing Provider Extension |
|
25% |
|
100% |
|
|
RSC Financial Growth and Client Retention |
|
20% |
|
100% |
|
|
RSC 2.0 Conversion |
|
20% |
|
100% |
|
|
RSC Cost Savings |
|
12.5% |
|
100% |
|
|
Facilities - Manage facilities strategy and increase operational savings |
|
12.5% |
|
100% |
|
|
Implement Performance Metrics |
|
10% |
|
100% |
|
|
|
|
|
|
|
For each NEO, the Compensation Committee determined the achievement of the individual performance weighted objectives as follows: Mr. Morris, 89.0%; Mr. Houser, 100.0%; Mr. Guthrie, 98.3%; Mr. Dempsey, 100.0%; and Mr. Alias, 99.9%. After considering the other 2025 accomplishments for each NEO, including Mr. Guthrie’s exceptional performance (particularly his leadership in advancing key technology product initiatives such as our digital wallet capabilities, improved instant funding solutions and self-service onboarding, which are critical to our service offerings), the Compensation Committee approved a payout for the portion of the AIP attributable to individual goals as follows: Mr.
45
Table of Contents
Morris, 89.0%; Mr. Houser, 100.0%; Mr. Guthrie, 163.3%; Mr. Dempsey, 100.0%; and Mr. Alias, 99.9%.
The target and actual annual performance-based cash incentive awards for each NEO under the 2025 AIP are detailed below (with actual awards reflecting a 61% payout on the Adjusted EBITDA metric):
Name |
|
Target Annual |
|
Total |
|
Actual 2025 AIP |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
John Morris |
|
|
500,000 |
|
|
|
|
68.0 |
% |
|
|
|
340,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Robert S. Houser (1) |
|
|
75,455 |
|
|
|
|
70.7 |
% |
|
|
|
53,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Timothy J. Murphy (2) |
|
|
307,500 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
David Guthrie |
|
|
307,500 |
|
|
|
|
86.6 |
% |
|
|
|
266,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tyler B. Dempsey |
|
|
197,313 |
|
|
|
|
70.8 |
% |
|
|
|
139,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shaler Alias |
|
|
177,441 |
|
|
|
|
87.9 |
% |
|
|
|
156,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
* Based on salary received in 2025.
In addition to his participation in the AIP, Mr. Houser received a one-time cash signing bonus of $150,000 in 2025 in consideration of expected out-of-pocket commuting and temporary housing expenses and an additional one-time cash bonus of $100,000 in 2026 in consideration of bonus compensation forfeited from his prior employer, each in accordance with the terms of his employment agreement. If, within 24 months after the start of his employment, Mr. Houser resigns other than for “good reason” (as defined in the employment agreement) or his employment is terminated by the Company for “cause” (as defined in the employment agreement), then Mr. Houser will be required to repay a pro rata portion of these one-time cash bonuses.
Annual Bonus Program for Mr. Sullivan
Mr. Sullivan is eligible to receive an annual bonus pursuant to the terms of his employment agreement and participated in the Company’s annual bonus program applicable to non-executive employees. For fiscal year 2025, the Company established the relative weighting of the components of Mr. Sullivan’s bonus, with 50% based on Company performance (measured by Adjusted EBITDA), 25% based on personal and departmental goals and 25% based on individual performance.
While Adjusted EBITDA served as the primary objective performance metric, the remaining components of Mr. Sullivan’s bonus were determined based on management’s qualitative assessment of his performance and contributions during the year. In addition, due to the transition in the Interim Chief Financial Officer role during 2025, his performance was evaluated holistically based on his responsibilities and contributions over the course of the year.
Consistent with the approach applied to executive officers, the payout for the Adjusted EBITDA component was aligned with overall Company performance. For 2025, Adjusted EBITDA was $128.6 million, which resulted in a payout of approximately 61% of target for this component.
With respect to the remaining 50% of the bonus opportunity, management evaluated Mr. Sullivan’s performance based on his execution of key responsibilities, support of the
46
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Company’s financial and strategic initiatives, and his performance during the CFO transition period. Based on this assessment, payouts of 100% and 100% of target were approved for the personal and departmental goals and individual performance components, respectively.
Mr. Sullivan’s target bonus opportunity for 2025 was $69,848. Based on the performance described above, the total payout was approximately 80.5% of target, resulting in an annual cash bonus award of $56,227.
Annual Long-Term Equity Incentives
During 2025, we granted both time-based restricted stock awards and performance-based restricted stock unit awards to all NEOs (except for Mr. Sullivan and Mr. Houser) under the Second Amended and Restated Plan (or its predecessor). For all other NEOs, the Compensation Committee determined to make 50% of the annual equity award in time-based restricted stock and 50% in performance-based restricted stock units. In developing this mix of annual equity awards, the Compensation Committee balanced the objectives relating to achieving milestones and aligning interests with stockholders provided by the performance-based awards and the objectives relating to retention and share ownership provided by the time-based awards. Each of the time-based awards generally vests in equal annual installments over a four-year period on the anniversary of the grant date. The performance-based awards have a performance cycle over a three-year performance period beginning in the year of grant. While the performance-based awards cliff vest as of the end of the performance period (subject to Company performance), actual share distribution is subject to a short administration period following the end of the performance period to allow for Compensation Committee approval of achievement of the performance targets.
For the performance-based awards granted in 2025, the Compensation Committee granted 50% of the awards tied to each of two different performance metrics: an Adjusted EBITDA performance measure and a relative TSR performance measure. The Adjusted EBITDA performance measure is designed to tie a portion of our NEO’s executive compensation to a key internal operational performance metric that measures management’s ability to drive profitable growth. The Compensation Committee believes Adjusted EBITDA is a key indicator of value creation. The TSR performance measure is designed to further align the NEO’s interests with those of our stockholders.
The Compensation Committee considered several potential financial metrics and noted that Adjusted EBITDA is also used as a performance objective under the short-term AIP. This was also a topic discussed during our investor outreach, during which investors expressed a range of views. A minority of stockholders indicated that, as a matter of their internal policies or voting frameworks, they generally prefer or require the use of different metrics across short-term and long-term incentive programs, while others strongly supported the continued use of Adjusted EBITDA given its consistent role as a key financial measure used by the Company both internally and in external communications. After careful consideration of these perspectives and other factors, the Compensation Committee concluded Adjusted EBITDA growth is the most appropriate internal financial metric for this purpose because it incentivizes our executive management team to both drive revenue growth and to carefully manage costs over the long-term, complementing the short-term nature of the AIP.
For the Adjusted EBITDA PSUs, the Compensation Committee established threshold, target and maximum Adjusted EBITDA growth rate goals in February 2025 for each of fiscal year 2025, fiscal year 2026 and fiscal year 2027. These pre-established growth rate goals will be applied to the prior year’s actual Adjusted EBITDA results. The target growth
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Table of Contents
rate goal for fiscal year 2025 aligns with the Company’s internal operating plan approved by the Board.
For fiscal years 2026 and 2027, the target growth rate goals are based on a medium-term growth framework reviewed with the Board that reflects an expected acceleration in performance over the period. This framework incorporates management’s view of normalized operating trends, including the impact of variability associated with the political media cycle affecting the Business Payments unit, as well as anticipated benefits from go-to-market and other growth investments. The Compensation Committee considered this framework in establishing forward-looking targets that are intended to be rigorous while supporting sustained long-term growth. We disclose the TSR goals, but not the financial goals, at the time of grant as the financial information is commercially sensitive and is not otherwise publicly disclosed. Based on feedback from our stockholders, we intend to disclose the financial goals (including threshold, target, and maximum) at the time of vesting, which is more consistent with competitive market practice and will better allow stockholders to assess the alignment between our pay and our performance.
The average of each of the three years’ annual achievement of goals (which may range from 0% to 200%) will determine the percentage of the Adjusted EBITDA PSUs that are earned. Additional information with respect to the varying levels of performance and corresponding payout percentages is as follows:
Repay Adjusted EBITDA Year-over-Year Growth (all expressed as percentages) |
|
Percent of Target |
|
|
|
|
|
|
Growth Rate equivalent to 110% of Adjusted EBITDA implied by Target Growth Rate |
|
200% |
|
|
|
|
|
|
Target Growth Rate |
|
100% |
|
|
|
|
|
|
Growth Rate equivalent to 90% of Adjusted EBITDA implied by Target Growth Rate |
|
50% |
|
|
|
|
|
|
Growth Rate less than 90% of Adjusted EBITDA implied by Target Growth Rate |
|
0% |
|
|
|
For the TSR PSUs, TSR is defined as stock price appreciation assuming any dividends are reinvested on ex-dividend date. To mitigate against unusual volatility, the actual beginning and ending price for the performance period will reflect a 20-trading day average. The TSR performance will be measured against the Russell 2000 over the three-year performance period. This benchmark provides for a robust comparator group, which mitigates against anomalies due to changes in the composition of the peer group over the performance period. TSR will be measured separately for Repay and each company in the comparator group. The percent of target award earned is based on the percentile rank of Repay’s TSR relative to the TSR of the members of the comparator group. The performance and percent of award earned is as follows:
Repay TSR Performance |
|
Percent of Target |
|
|
|
|
|
|
75th percentile or higher |
|
200% |
|
|
|
|
|
|
50th percentile |
|
100% |
|
|
|
|
|
|
25th percentile |
|
50% |
|
|
|
|
|
|
Below 25th percentile |
|
0% |
|
|
|
The Compensation Committee evaluated potential changes to the terms of the TSR PSUs for 2025, including the rigor of the TSR performance goals and the possibility of a cap in the event of negative absolute TSR over the performance period. Discussions with our investors suggest broad support for the design of our existing TSR PSUs, which have
48
Table of Contents
resulted in zero payouts in three of the last four years in periods of relative underperformance. In addition, the Compensation Committee, with FW Cook’s assistance, concluded that the current design of the TSR PSUs remains consistent with the prevailing practices among peer companies with whom Repay competes for executive talent. The Compensation Committee will continue to monitor evolving market trends and feedback from investors and may consider changes to the TSR PSUs terms in the future. In addition, the Compensation Committee has also committed to fully disclose the rationale for any relative TSR payouts above target for periods of negative absolute TSR (if applicable).
For each Adjusted EBITDA PSU and TSR PSU, the award earned for results between any of 50%, 100% and 200% levels will be calculated using straight-line interpolation. In each case, the achievement of the performance goals for the performance-based equity awards granted in 2025 will be determined in early 2028.
In determining the size of the dollar value of annual equity awards granted, the Compensation Committee considered a variety of factors, including the desired equity mix and target total compensation. The actual number of equity awards granted is calculated by dividing the dollar value of the award by the closing price of our stock on the grant date. The dollar value of the awards granted in 2025 were generally consistent with those granted in 2024. In 2025, the grant date for the time-based restricted stock awards and the performance-based restricted stock unit awards was March 5, 2025. The annual grants of equity incentives were awarded to our NEOs (other than Mr. Houser and Mr. Sullivan) in 2025 as provided below.
Name |
|
Time-Based |
|
Performance- |
|
Performance- |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
John Morris |
|
|
520,000 |
|
|
|
|
260,000 |
|
|
|
|
260,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Timothy J. Murphy |
|
|
138,400 |
|
|
|
|
69,200 |
|
|
|
|
69,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
David Guthrie |
|
|
94,320 |
|
|
|
|
47,160 |
|
|
|
|
47,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tyler B. Dempsey |
|
|
80,000 |
|
|
|
|
40,000 |
|
|
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shaler Alias |
|
|
80,414 |
|
|
|
|
40,207 |
|
|
|
|
40,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
In accordance with his employment agreement, Mr. Houser received a one-time new-hire restricted stock award of 118,243 shares, which was provided in consideration of equity compensation forfeited from his prior employer. This award vests in four equal annual installments commencing September 8, 2026. The restricted stock was granted pursuant to an inducement award agreement outside of our Second Amended and Restated Plan as a material inducement to Mr. Houser’s acceptance of employment in accordance with NASDAQ Listing Rule 5635(c)(4). The Compensation Committee determined the size and structure of Mr. Houser’s one-time new hire awards, including the decision not to include performance-based vesting conditions, based on a review of the compensation opportunities forfeited at his prior employer. The four-year vesting schedule for these awards is longer than the vesting requirements applicable to his prior employer’s awards.
Based on his position at the time of the annual equity grants, Mr. Sullivan was eligible to receive time-based restricted stock, but not performance shares and received a grant of 41,600 shares of restricted stock that vests in four equal annual installments commencing March 5, 2026. In addition, the Compensation Committee approved a special one-time award of $50,000 of time-based restricted stock to Mr. Sullivan, with a one-year vesting schedule, in accordance with, and subject to, the Award Grant Policy and
49
Table of Contents
the Second Amended and Restated Plan. The Compensation Committee approved the one-time special award to Mr. Sullivan in connection with his leadership during the unexpected transition in the Chief Financial Officer role. Mr. Sullivan assumed substantially expanded responsibilities on short notice and played a critical role in maintaining the integrity and continuity of the Company’s financial operations and disclosures. The Compensation Committee determined not to apply additional performance conditions, as the award was intended to recognize the scope, urgency, and successful execution of these incremental responsibilities, and was primarily retention-motivated. The Compensation Committee views this as a targeted, non-recurring action taken in response to a specific business need.
Forfeiture of Fiscal 2023 Performance-Based Equity Awards
Certain of our NEOs were granted performance-based restricted stock units (the “2023 PSUs”) on March 19, 2023. The 2023 PSUs had a three-year performance period ending on December 31, 2025. Vesting of the 2023 PSUs was subject to attainment of performance goals based upon relative TSR relative to the Russell 2000 Index. The maximum payout of 200% of target is achieved if TSR performance is at or above the 75th percentile. The target performance goal set for these awards was a relative TSR performance at the 50th percentile, and the threshold performance goal was a relative TSR performance at or above the 25th percentile. If the relative TSR performance was below the 25th percentile, the award would be forfeited.
The relative TSR Performance as of December 31, 2025 was as follows:
Performance Period |
|
1/1/2023 – 12/31/2025 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Performance Period Elapsed |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repay TSR |
|
|
(54.97 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repay Rank |
|
|
1,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peer Count |
|
|
1,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repay Percentile |
|
|
21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Payout |
|
|
0 |
% |
|
|
|
|
|
|
|
The relative TSR percentile rank for the performance period was at the 21st percentile. Therefore, the 2023 PSUs were forfeited for each applicable NEO. This is the third instance in the past four years in which our TSR PSUs were forfeited due to performance falling below threshold levels, which reinforces the pay-for-performance alignment in our plan.
Other Important Compensation Policies Affecting the Named Executive Officers
Stock Ownership Guidelines
In 2020, the Compensation Committee adopted minimum ownership requirements for Company stock for the executive officers to align executive interests with stockholders. In 2025, the guidelines were updated to provide great clarity and administrative detail. Under the guidelines, the CEO is required to maintain ownership of Company stock with a value equal to five times his annual base salary. The other executive officers must own equity equal to three times their base salary.
In 2019, the Compensation Committee adopted stock ownership guidelines for our non-employee directors. These guidelines require each director to own equity equal to five times the annual cash retainer within five years of appointment to the Board.
50
Table of Contents
The following types of equity count towards compliance: beneficially owned shares (including shares or LLC units exchangeable for shares held by family members, trusts or similar indirect holdings), shares held in a 401(k) plan, unvested restricted stock or restricted stock units. Unearned performance shares and unexercised stock options do not count towards compliance with the guidelines.
Compliance with these guidelines will be reviewed annually by the Compensation Committee and the ownership thresholds must be achieved within five years of application of the policy. As of the date of the most recent annual review, each of our executive officers and directors was in compliance (or deemed compliance) with these stock ownership guidelines.
Clawback Policy
On August 2, 2023, we adopted the Repay Holdings Corporation Clawback Policy (the “Clawback Policy”), effective as of October 2, 2023, ensuring compliance with all Dodd-Frank regulatory requirements. Among other things, the Clawback Policy generally requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three fiscal years immediately preceding any accounting restatement. The amount to be recovered will approximate the amount by which the executive’s incentive compensation for the relevant period exceeded amounts that would have been earned based on the restated financial results.
While the Clawback Policy applies to incentive compensation earned by or awarded to executives on or after October 2, 2023, the Second Amended and Restated Plan also includes a clawback provision, pursuant to which we may recover the unearned portion of cash-based or equity-based compensation granted under the Second Amended and Restated Plan in the event our financial statements are restated as a result of material noncompliance with financial reporting requirements. The look-back for this clawback covers any of the prior three fiscal years. This clawback provision applies to any officer of the Company in a position of executive vice president or above, which includes all of the NEOs.
Anti-Hedging and Anti-Pledging Policy
The Board believes that it is undesirable for our directors, officers and employees to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety. Therefore, we adopted an insider trading policy, which generally prohibits our directors, officers, and employees, whether or not in possession of material non-public information from (i) trading in options, warrants, puts and calls or similar instruments on our securities, and (ii) selling our securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery).
In addition, our insider trading policy discourages margin accounts and pledges. The policy generally prohibits our directors, officers, and employees, whether or not in possession of material non-public information, from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral for a loan, without first obtaining pre-clearance.
Under the insider trading policy, our NEOs may only trade our securities during certain designated periods, as set out in our insider trading policy, and must obtain pre-clearance and approval prior to any transaction. All NEOs and directors are in compliance with this policy.
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Table of Contents
Perquisites
We do not provide any material perquisites to our NEOs. Our NEOs are entitled to participate in our health, welfare and vacation benefits to the same degree that our other employees are entitled to participate.
Employment Agreements
We have entered into employment agreements with our executive officers, as described below. Each of Messrs. Morris, Murphy and Alias entered into their employment agreements with the Company in connection with the Business Combination. For Messrs. Dempsey, Guthrie and Houser, each of their employment agreements was entered into at the commencement of such individual’s employment. Mr. Sullivan entered into his employment agreement in connection with his promotion to Chief Accounting Officer in 2021.
Employment Agreement with Mr. Morris
On January 21, 2019, we entered into a three-year employment agreement with Mr. Morris, which sets forth the terms and conditions of his service as CEO. On March 1, 2021, the Company and Mr. Morris entered into the First Amendment to his employment agreement to expand the scope of the non-compete provision to better align with the current description of our business. On March 1, 2022, the Company and Mr. Morris entered into the Second Amendment to his employment agreement to increase his individual target level for his annual performance-based cash bonus. Mr. Morris’ employment agreement currently provides for:
Employment Agreement with Mr. Houser
On August 7, 2025, we entered into an employment agreement with Mr. Houser which sets forth the terms and conditions of his service as Chief Financial Officer, which provides for:
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Table of Contents
Employment Agreement with Mr. Murphy
On January 21, 2019, we entered into a three-year employment agreement with Mr. Murphy, which sets forth the terms and conditions of his service as Chief Financial Officer. On March 1, 2021, Mr. Murphy’s employment agreement was amended to expand the scope of the non-compete provision to better align with the current description of our business and provided for:
Mr. Murphy resigned as Chief Financial Officer, effective May 15, 2025. As a result of his resignation, Mr. Murphy was not eligible to receive a bonus under the AIP and forfeited all of his outstanding equity awards.
Employment Agreement with Mr. Guthrie
On January 20, 2022, we entered into an employment agreement with Mr. Guthrie, which sets forth the terms and conditions of his service as Chief Technology Officer. On March 20, 2023, Mr. Guthrie’s employment agreement was amended to increase his individual target level for his annual performance-based cash bonus and currently provides for:
Employment Agreement with Mr. Dempsey
On September 1, 2019, we entered into a three-year employment agreement with Mr. Dempsey, which sets forth the terms and conditions of his service as General Counsel. On March 1, 2021, Mr. Dempsey’s employment agreement was amended to expand the scope of the non-compete provision to better align with the current description of our business and currently provides for:
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Table of Contents
Employment Agreement with Mr. Alias
On January 21, 2019, we entered into a three-year employment agreement with Mr. Alias, which sets forth the terms and conditions of his service as President. On March 1, 2021, Mr. Alias’ employment agreement was amended to expand the scope of the non-compete provision to better align with the current description of our business and provided for:
Mr. Alias’s employment as the Company’s President terminated on February 27, 2026 in connection with a restructuring of the Company’s RCS business unit leadership. Although the timing of his departure was mutually agreed, the circumstances constituted a termination without “Cause” (or alternatively would have provided Mr. Alias with “Good Reason”) under his executive employment agreement. Mr. Alias also resigned from the Company’s board of directors on the same date as required under the terms of the Founders’ Stockholder Agreement. In connection with his departure, Mr. Alias is entitled to receive severance benefits under his executive employment agreement based on a termination without “Cause” as described below under “Potential Payments Upon Termination or Change-In-Control.” All such severance obligations were contractually obligated under the terms of his executive employment agreement. Mr. Alias executed a general release of claims in connection with his termination. His right to receive severance payments is conditioned on his continued compliance with the restrictive covenant obligations set forth in his executive employment agreement.
Employment Agreement with Mr. Sullivan
On September 16, 2021, we entered into an employment agreement with Mr. Sullivan, which sets forth the terms and conditions of his service as Chief Accounting Officer, which provides for:
Termination Benefits under the Employment Agreements
Each of the NEO’s employment agreements also provide for severance benefits upon a termination of employment and certain restrictive covenants, including non-competition and non-solicitation covenants as described below.
Post-Termination Restrictions and Compensation
This section describes the post-employment benefits that each of our NEOs would be entitled to receive along with the restrictions each NEO would face in connection with various termination of employment and change-in-control scenarios. The Compensation
54
Table of Contents
Committee believes that our NEOs should be provided with reasonable severance benefits in the event a NEO is terminated under certain circumstances. Severance benefits for NEOs reflect the fact that the NEO may not be able to find reasonably comparable employment within a reasonable period of time following a termination. In addition, the Compensation Committee believes that certain post-termination benefits such as change in control payments will allow the NEOs to focus their time on potential transactions that may be beneficial to the Company, rather than have concern for their own employment prospects following a change in control.
Severance and Change in Control Benefits
Pursuant to the terms of the employment agreements for each of our NEOs, in the event of a termination of the executive’s employment by us without “Cause” (as defined in the agreements), by the executive for “Good Reason,” (as defined in the agreements), or a non-renewal by us, the executive is entitled to receive the following payments and benefits:
The severance period is 18 months (or 12 months in the case of Mr. Sullivan); provided that in the event such termination is on or within 24 months following a change in control or prior to and in anticipation of a change in control, the severance period is 30 months (or 18 months in the case of Mr. Sullivan) (such applicable period, the “Severance Period”). Such severance payments and benefits are subject to execution and non-revocation of a release of claims.
Pursuant to the terms of each NEOs employment agreements, in the event of a termination due to death or incapacity, our NEOs are entitled to the annual bonus that would have been paid had the executive remained employed until the end of the applicable bonus period.
In the event of any termination of employment, each of our NEOs are entitled to a lump sum equal to (i) any earned but unpaid base salary, (ii) any earned but unpaid annual bonus, (iii) any unreimbursed business expenses and (iv) vested and accrued employee benefits, if any, to which the executive is entitled under employee benefit plans (“Accrued Rights”).
Equity Award Treatment
The treatment of equity awards in the event of a termination of employment or change in control is governed by the employment agreements, the Second Amended and Restated Plan and the equity award agreements.
Upon a voluntary resignation for any reason other than good reason or termination for cause, an NEO would only be entitled to his respective Accrued Rights. Upon a termination without cause or a voluntary termination for good reason prior to a change in control, (i)
55
Table of Contents
all unvested restricted stock that would have vested through the Severance Period will vest, (ii) unvested performance share units will be vested on a pro rata basis with respect to the employment requirement (with the pro rata period including the Severance Period), and the payout of the prorated performance share units will remain subject to actual performance at the end of the performance period, and (iii) all unvested performance-based stock options with respect to which the employment requirement has not been satisfied will be vested on a pro rata basis with respect to the employment requirement (with the pro rata period including the Severance Period), and the payout of those prorated performance-based stock options, plus the performance-based stock options with respect to which the employment requirement had been satisfied previously, will continue to be eligible to vest subject to the performance requirements until the earlier of March 18, 2028 or the end of the Severance Period.
Upon death or disability prior to a change in control, (i) all unvested restricted stock will fully accelerate, (ii) unvested performance share units will be vested on a pro rata basis with respect to the employment requirement, and the payout of the prorated performance share units will remain subject to actual performance at the end of the performance period, and (iii) unvested performance-based stock options with respect to which the employment requirement has not been satisfied will be vested on a pro rata basis with respect to the employment requirement, and the payout of those prorated performance-based stock options, plus the performance-based stock options with respect to which the employment requirement had been satisfied previously, will continue to be eligible to vest subject to the performance requirements until March 18, 2028.
In the event of a change of control, unvested restricted stock will become fully vested if the successor to the Company does not assume or provide a substitute for the unvested shares under the awards and the holder remains employed as of such date. If the successor to the Company does assume or provide a substitute for the unvested restricted stock, the assumed or substitute award will remain outstanding subject to the same vesting requirements after the change in control for each holder who remains employed after the change in control. In the event of a change of control, if the successor to the Company does not assume or provide a substitute for the unvested TSR-based performance share units, the unvested TSR-based performance share units will vest as of the change in control based on actual performance up to the date of the change in control if the holder remains employed as of such date. If the successor to the Company does assume or provide a substitute for the unvested TSR-based performance share units, the unvested TSR-based performance share units will remain outstanding and subject to employment-based vesting with respect to the number of shares earned as of the date of the change in control determined based on actual performance up to the date of the change in control for holders who remain employed as of the date of the change in control. Unvested TSR-based performance share units that were granted to holders who terminated employment prior to the change in control and that remain outstanding as of the change in control also will vest as of the change in control based on actual performance up to the date of the change in control. In the event of a change of control, if the successor to the Company does not assume or provide a substitute for the unvested Adjusted EBITDA-based performance share units, the unvested Adjusted EBITDA-based performance share units will vest as of the change in control based on the original target level if the holder remains employed as of the date of the change in control. If the successor to the Company does assume or provide a substitute for the unvested Adjusted EBITDA-based performance share units, the unvested Adjusted EBITDA-based performance share units will remain outstanding and subject to employment-based vesting with respect to the original number of target shares for holders who remain employed as of the date of the change in control. Unvested Adjusted EBITDA-based performance share units that were granted to holders who terminated employment prior to the change in control and that remain outstanding as of
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Table of Contents
the change in control also will vest as of the change in control based on the original target level. In the event of a change of control, if the successor to the Company does not assume or provide a substitute for the unvested performance-based options, the unvested performance-based stock options will vest in full as of the date of the change in control if the holder remains employed as of such date. If the successor to the Company does assume or provide a substitute for the unvested performance-based options, the unvested performance-based stock options will remain outstanding and subject to employment-based vesting with respect to all of such performance-based options for holders who remain employed as of the date of the change in control. Unvested performance-based options that were granted to holders who terminated employment prior to the change in control and that remain outstanding as of the change in control also will vest as of the change in control.
If the equity award remains outstanding after the change in control, all unvested restricted stock, unvested performance share units and unvested performance-based stock options will fully accelerate and vest after any adjustments described above in connection with the change in control upon a termination without cause or a voluntary termination for good reason or death or disability.
Non-Compete and Non-Solicitation Agreements
Each of our NEOs are prohibited, pursuant to their employment agreements, from soliciting our customers or vendors, or recruiting our employees for a period of 24 months following the separation date. In addition, each NEO has agreed to not, directly or indirectly, compete with Repay within the Restricted Territory, as defined in the NEO’s employment agreement, for a period of 24 months. Pursuant to the employment agreements, the NEOs are also prohibited from divulging or making use of any Confidential Information or Trade Secrets (as defined in the agreements) during the NEO’s employment and following cessation of employment with the Company for any reason.
Health and Insurance Plans
Pursuant to their employment agreements, our NEOs are entitled to participate in our health, welfare and vacation benefits to the same degree that our other employees are entitled to participate.
Retirement Benefits
We have established a qualified retirement plan under Section 401(k) of the Internal Revenue Code. The plan covers all employees, including our NEOs. The purpose of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement. Eligible compensation under this plan is capped at Internal Revenue Code annual limits. The plan provides for matching contributions of 50% of participant deferrals, with a maximum annual employer contribution of 3% of a participant’s regular base pay. The matching contribution formula is applied on a payroll to payroll basis.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers to provide contractual indemnification in addition to the indemnification provided in our Certificate of Incorporation. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from his service to the
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Table of Contents
Company or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.
Additional Compensation Matters
Risk Assessment of Compensation Policies and Practices
The Compensation Committee and management work together to perform a risk assessment of our executive compensation programs on at least an annual basis to determine whether any risks arising from such programs and policies are reasonably likely to have a material adverse effect on the Company. The Compensation Committee discusses this assessment with management and the ways in which risk is effectively managed or mitigated as it relates to our compensation programs and policies.
During 2025, we assessed the risks associated with our compensation programs for all employees and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Because our compensation programs put a heavy emphasis on performance-based incentives, we strive to ensure that such incentives do not result in actions that may conflict with the long-term best interests of the Company and our stockholders. The Compensation Committee believes that our compensation programs do not encourage excessive risk taking but instead encourage behaviors that support sustainable value creation for the Company and our stockholders. We believe that our compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards.
Impact of Accounting and Tax Treatment of Compensation
The Compensation Committee regularly considers the various tax and accounting implications when designing our executive compensation programs. When determining the amount of long-term incentives and equity grants to certain executives and employees, the compensation committee considers and reviews the compensation costs associated with such grants.
Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid to certain executive officers in excess of $1 million during any taxable year. While considering tax deductibility as only one of several considerations in determining compensation, the Compensation Committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to the Company that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes. We intend to design our executive compensation arrangements to be consistent with the interests of our stockholders. We believe that it is important to preserve flexibility in administering compensation programs to promote various corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Internal Revenue Code, therefore, some amounts paid under our compensation programs may not be deductible as the result of Section 162(m).
58
Table of Contents
EXECUTIVE COMPENSATION
Summary Executive Compensation Table
The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to our NEOs for all services rendered in all capacities to the Company, or any of our subsidiaries, for the last three completed fiscal years (except that, for Messrs. Houser, Sullivan and Alias, disclosure is provided for only the most recently completed fiscal year, which was the only applicable fiscal year for which each was an NEO).
Name and principal position |
|
Year |
|
Salary |
|
Bonus |
|
Stock |
|
Option |
|
Non-equity |
|
All other |
|
Total |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John Morris |
|
2025 |
|
|
500,000 |
|
|
|
|
— |
|
|
|
|
7,293,000 |
|
|
|
— |
|
|
|
|
340,000 |
|
|
|
|
10,500 |
|
|
|
|
8,143,500 |
|
|
|
Chief Executive Officer |
|
2024 |
|
|
500,000 |
|
|
|
|
— |
|
|
|
|
7,615,714 |
|
|
|
— |
|
|
|
|
488,750 |
|
|
|
|
10,350 |
|
|
|
|
8,614,814 |
|
|
|
|
|
2023 |
|
|
500,000 |
|
|
|
|
— |
|
|
|
|
7,952,685 |
|
|
|
— |
|
|
|
|
457,875 |
|
|
|
|
12,020 |
|
|
|
|
8,922,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert S. Houser |
|
2025 |
|
|
125,758 |
|
|
|
|
150,000 |
|
|
|
|
699,999 |
|
|
|
|
— |
|
|
|
|
53,384 |
|
|
|
|
— |
|
|
|
|
1,029,140 |
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
[since September 8, 2025] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Timothy J. Murphy |
|
2025 |
|
|
153,750 |
|
|
|
|
— |
|
|
|
|
1,941,060 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
3,075 |
|
|
|
|
2,097,885 |
|
|
Former Chief Financial Officer |
|
2024 |
|
|
408,333 |
|
|
|
|
— |
|
|
|
|
2,026,951 |
|
|
|
|
— |
|
|
|
|
295,531 |
|
|
|
|
8,500 |
|
|
|
|
2,739,315 |
|
|
[through May 15, 2025] |
|
2023 |
|
|
397,500 |
|
|
|
|
— |
|
|
|
|
1,940,451 |
|
|
|
|
749,997 |
|
|
|
|
273,902 |
|
|
|
|
11,233 |
|
|
|
|
3,373,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas E. Sullivan |
|
2025 |
|
|
232,793 |
|
|
|
|
— |
|
|
|
|
309,998 |
|
|
|
|
— |
|
|
|
|
56,228 |
|
|
|
|
— |
|
|
|
|
599,019 |
|
|
Chief Accounting Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
and Former Interim Chief Financial Officer [from May 15, 2025 to September 8, 2025] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
David Guthrie |
|
2025 |
|
|
410,000 |
|
|
|
|
— |
|
|
|
|
1,322,838 |
|
|
|
— |
|
|
|
|
266,218 |
|
|
|
|
3,929 |
|
|
|
|
2,002,985 |
|
|
|
Chief Technology Officer |
|
2024 |
|
|
408,333 |
|
|
|
|
— |
|
|
|
|
1,381,369 |
|
|
|
— |
|
|
|
|
299,359 |
|
|
|
|
4,075 |
|
|
|
|
2,093,137 |
|
|
|
|
|
2023 |
|
|
391,667 |
|
|
|
|
— |
|
|
|
|
1,345,836 |
|
|
|
|
749,997 |
|
|
|
|
258,229 |
|
|
|
|
9,119 |
|
|
|
|
2,754,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tyler Dempsey |
|
2025 |
|
|
394,625 |
|
|
|
|
— |
|
|
|
|
1,122,000 |
|
|
|
|
— |
|
|
|
|
139,599 |
|
|
|
|
10,500 |
|
|
|
|
1,666,724 |
|
|
General Counsel |
|
2024 |
|
|
393,021 |
|
|
|
|
— |
|
|
|
|
1,171,644 |
|
|
|
|
— |
|
|
|
|
192,089 |
|
|
|
|
10,350 |
|
|
|
|
1,767,104 |
|
|
|
|
2023 |
|
|
383,250 |
|
|
|
|
— |
|
|
|
|
1,162,311 |
|
|
|
|
499,994 |
|
|
|
|
176,774 |
|
|
|
|
13,200 |
|
|
|
|
2,235,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shaler Alias |
|
2025 |
|
|
354,881 |
|
|
|
|
— |
|
|
|
|
1,127,806 |
|
|
|
— |
|
|
|
|
156,015 |
|
|
|
|
4,880 |
|
|
|
|
1,643,582 |
|
|
|
Former President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
[through February 28, 2026] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
59
Table of Contents
Grants of Plan-Based Awards Table
The following table sets forth information regarding grants of annual incentive awards to the NEOs during the fiscal year ended December 31, 2025. The non-equity awards were made under program terms and performance objectives approved by the Compensation Committee for annual cash bonuses for the NEO under each of their respective employment agreements (except as noted below for Mr. Sullivan). The equity awards were made under the Second Amended and Restated Plan (except as noted below for Mr. Houser).
|
|
Estimated Future Payouts Under |
Estimated Future Payouts Under |
All Other |
All Other |
|
Grant |
||||||||||||||||||||||||
Name (1) |
Grant |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
Awards: |
Awards: |
Exercise |
Date Fair |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Morris |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
3/5/2025 |
|
250,000 |
|
|
500,000 |
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520,000 |
|
|
|
|
|
|
|
|
3,250,000 |
|
PSU - EBITDA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
130,000 |
|
|
260,000 |
|
|
520,000 |
|
|
|
|
|
|
|
|
|
|
|
1,625,000 |
|
PSU - TSR |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
130,000 |
|
|
260,000 |
|
|
520,000 |
|
|
|
|
|
|
|
|
|
|
|
2,418,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert S. Houser |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
9/8/2025 |
|
31,439 |
|
|
62,879 |
|
|
125,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
9/8/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,243 |
|
|
|
|
|
|
|
|
699,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy J. Murphy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
3/5/2025 |
|
153,750 |
|
|
307,500 |
|
|
615,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,400 |
|
|
|
|
|
|
|
|
865,000 |
|
PSU - EBITDA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
34,600 |
|
|
69,200 |
|
|
138,400 |
|
|
|
|
|
|
|
|
|
|
|
432,500 |
|
PSU - TSR |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
34,600 |
|
|
69,200 |
|
|
138,400 |
|
|
|
|
|
|
|
|
|
|
|
643,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. Sullivan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
3/5/2025 |
|
|
|
|
70,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,600 |
|
|
|
|
|
|
|
|
260,000 |
|
RSA |
5/7/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,192 |
|
|
|
|
|
|
|
|
49,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Guthrie |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
3/5/2025 |
|
153,750 |
|
|
307,500 |
|
|
615,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,320 |
|
|
|
|
|
|
|
|
589,500 |
|
PSU - EBITDA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
23,580 |
|
|
47,160 |
|
|
94,320 |
|
|
|
|
|
|
|
|
|
|
|
294,750 |
|
PSU - TSR |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
23,580 |
|
|
47,160 |
|
|
94,320 |
|
|
|
|
|
|
|
|
|
|
|
438,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler Dempsey |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
3/5/2025 |
|
98,656 |
|
|
197,313 |
|
|
394,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000 |
|
|
|
|
|
|
|
|
500,000 |
|
PSU - EBITDA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
40,000 |
|
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
PSU - TSR |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
40,000 |
|
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
372,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaler Alias |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP |
3/5/2025 |
|
88,720 |
|
|
177,441 |
|
|
354,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,414 |
|
|
|
|
|
|
|
|
502,588 |
|
PSU - EBITDA |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
20,104 |
|
|
40,207 |
|
|
80,414 |
|
|
|
|
|
|
|
|
|
|
|
251,294 |
|
PSU - TSR |
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
20,104 |
|
|
40,207 |
|
|
80,414 |
|
|
|
|
|
|
|
|
|
|
|
373,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
Table of Contents
Narrative Disclosure to Summary Executive Compensation Table and Grants of Plan-Based Awards Table
For additional information concerning our executive compensation policies, see “Compensation Discussion and Analysis” above.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning unexercised options; stock that has not vested; and equity incentive awards for each NEO outstanding as of the end of our last completed fiscal year.
61
Table of Contents
|
|
Option Awards |
|
Stock Awards |
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
Grant |
Number of |
Number of |
Equity |
Option |
Option |
|
Number |
Market |
Equity |
Equity |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John |
2/23/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,094 |
|
|
149,993 |
|
|
|
|
|
|
|
Morris |
3/19/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
265,090 |
|
|
967,579 |
|
|
265,090 |
(4) |
|
967,577 |
|
|
2/19/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
306,219 |
|
|
1,117,699 |
|
|
|
|
|
|
|
|
5/30/2024 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,763 |
(5) |
|
305,733 |
|
|
5/30/2024 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,763 |
(5) |
|
305,735 |
|
|
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
520,000 |
|
|
1,898,000 |
|
|
|
|
|
|
|
|
3/5/2025 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260,000 |
(6) |
|
949,000 |
|
|
3/5/2025 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,000 |
(6) |
|
474,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert S. |
9/8/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,243 |
|
|
431,587 |
|
|
|
|
|
|
|
Houser |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy J. |
3/19/2023 |
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Murphy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas E. |
2/23/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,885 |
|
|
14,180 |
|
|
|
|
|
|
|
Sullivan |
3/19/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,811 |
|
|
116,110 |
|
|
|
|
|
|
|
|
2/19/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,498 |
|
|
89,418 |
|
|
|
|
|
|
|
|
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,600 |
|
|
151,840 |
|
|
|
|
|
|
|
|
5/7/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,192 |
|
|
48,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David |
2/23/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,054 |
|
|
22,097 |
|
|
|
|
|
|
|
Guthrie |
3/19/2023 |
|
88,339 |
|
|
|
|
|
198,868 |
|
|
6.13 |
|
|
3/18/2030 |
|
|
|
44,862 |
|
|
163,746 |
|
|
44,861 |
(4) |
|
163,743 |
|
|
2/19/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,543 |
|
|
202,732 |
|
|
|
|
|
|
|
|
5/30/2024 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,193 |
(5) |
|
55,454 |
|
|
5/30/2024 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,194 |
(5) |
|
55,456 |
|
|
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,320 |
|
|
344,268 |
|
|
|
|
|
|
|
|
3/5/2025 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,160 |
(6) |
|
172,134 |
|
|
3/5/2025 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,580 |
(6) |
|
86,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler |
2/23/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,426 |
|
|
23,455 |
|
|
|
|
|
|
|
Dempsey |
3/19/2023 |
|
58,892 |
|
|
|
|
|
132,578 |
|
|
6.13 |
|
|
3/18/2030 |
|
|
|
38,744 |
|
|
141,416 |
|
|
38,744 |
(4) |
|
141,414 |
|
|
2/19/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,111 |
|
|
171,955 |
|
|
|
|
|
|
|
|
5/30/2024 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,887 |
(5) |
|
47,036 |
|
|
5/30/2024 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,887 |
(5) |
|
47,036 |
|
|
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000 |
|
|
292,000 |
|
|
|
|
|
|
|
|
3/5/2025 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
(6) |
|
146,000 |
|
|
3/5/2025 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
(6) |
|
73,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaler |
2/23/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,941 |
|
|
25,335 |
|
|
|
|
|
|
|
Alias |
4/13/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299 |
|
|
1,091 |
|
|
|
|
|
|
|
|
3/19/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,995 |
|
|
145,982 |
|
|
39,994 |
(4) |
|
145,978 |
|
|
2/19/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,355 |
|
|
172,846 |
|
|
|
|
|
|
|
|
5/30/2024 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,953 |
(5) |
|
47,278 |
|
|
5/30/2024 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,954 |
(5) |
|
47,280 |
|
|
3/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,414 |
|
|
293,511 |
|
|
|
|
|
|
|
|
3/5/2025 - EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,207 |
(6) |
|
146,756 |
|
|
3/5/2025 - TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,104 |
(6) |
|
73,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
Table of Contents
Option Exercises and Stock Vested Table
The following table sets forth information concerning the exercise of all stock options and vesting of all stock awards on an aggregated basis for each NEO during the fiscal year ended December 31, 2025.
|
|
Stock Awards |
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Name |
Number of Shares Acquired |
|
Value Realized |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Morris |
|
|
395,578 |
|
|
|
|
|
2,694,758 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Robert S. Houser |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Timothy J. Murphy |
|
|
107,130 |
|
|
|
|
|
734,505 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Thomas E. Sullivan |
|
|
30,418 |
|
|
|
|
|
199,845 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
David Guthrie |
|
|
60,825 |
|
|
|
|
|
411,896 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Tyler Dempsey |
|
|
60,802 |
|
|
|
|
|
415,567 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Shaler Alias |
|
|
64,506 |
|
|
|
|
|
441,434 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
63
Table of Contents
Potential Payments Upon Termination or Change-In-Control
Pursuant to the terms of the employment agreements for each NEO, in the event of a termination of the executive’s employment by us without “Cause” (as defined in the agreements), by the executive for “Good Reason,” (as defined in the agreements), or a non-renewal by us, the executive is entitled to receive the following payments and benefits:
Pursuant to the terms of the Performance-Based Non-Qualified Stock Option Award Agreements, for each NEO, in the event of a termination of the executive’s employment by us without “Cause” (as defined in the agreements), by the executive for “Good Reason,” (as defined in the agreements), the Stock Options outstanding (i) shall become vested with respect to the service-based vesting requirements applicable to the Stock Options, if not satisfied previously, notwithstanding the termination of the NEO’s employment with the Company, with respect to those Stock Options that would have satisfied the service-based vesting requirements applicable to the Stock Options had the NEO remained employed with the Company through the Severance Period and the NEO, and (ii) such Stock Options, plus any of the NEO’s Stock Options with respect to which the service-based vesting requirements applicable to the Stock Options were satisfied previously, shall remain outstanding and eligible to become vested and exercisable on satisfaction of the performance-based vesting requirements applicable to such Stock Options prior to the earlier of the end of the Performance Period and the Severance Period on the same basis that such Stock Options would have become vested and exercisable had the NEOs employment with the Company not terminated prior to the earlier of the end of the Performance Period and the Severance Period.
The severance period is 18 months (or 12 months in the case of Mr. Sullivan); provided that in the event such termination is on or within 24 months following a change in control or prior to and in anticipation of a change in control, the severance period is 30 months (or 18 months in the case of Mr. Sullivan) (such applicable period, the “Severance Period”). Such severance payments and benefits are subject to execution and non-revocation of a release of claims.
Pursuant to the terms of the employment agreements, in the event of a termination due to death or incapacity, each NEO is entitled to the annual bonus that would have been paid had the executive remained employed until the end of the applicable bonus period.
In the event of any termination of employment, each NEO is entitled to a lump sum equal to (i) any earned but unpaid base salary, (ii) any earned but unpaid annual bonus, (iii) any unreimbursed business expenses and (iv) vested and accrued employee benefits, if any, to which the executive is entitled under employee benefit plans.
For additional information concerning our executive compensation, see “Compensation Discussion and Analysis” above.
64
Table of Contents
The following table shows the value to the NEOs of hypothetical benefits and payments provided upon termination as of December 31, 2025 under the Company’s policies and programs. The value of the acceleration of time-based equity awards and performance-based equity awards are calculated based on the $3.65 closing price of our Class A common stock on December 31, 2025. Mr. Murphy resigned from the Company in May 2025 and was not employed on December 31, 2025; accordingly, no termination-related amounts have been calculated or presented for him.
Name |
Payment and/or Benefit |
|
Termination |
Voluntary |
Termination |
Termination |
Incapacity |
Death |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
750,000 |
|
|
|
|
1,250,000 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Morris |
Annual Bonus (2) |
|
|
|
340,000 |
|
|
|
|
340,000 |
|
|
|
|
1,090,000 |
|
|
|
|
1,590,000 |
|
|
|
|
340,000 |
|
|
|
|
340,000 |
|
|
|
Acceleration of Time-Based Equity Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,811,705 |
|
|
|
|
4,133,271 |
|
|
|
|
4,133,271 |
|
|
|
|
4,133,271 |
|
|
|
Acceleration of Performance-Based Equity Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,400,854 |
|
|
|
|
1,560,466 |
|
|
|
|
723,399 |
|
|
|
|
723,399 |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Robert S. |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
600,000 |
|
|
|
|
1,000,000 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Houser |
Annual Bonus (2) |
|
|
|
53,384 |
|
|
|
|
53,384 |
|
|
|
|
353,384 |
|
|
|
|
553,384 |
|
|
|
|
53,384 |
|
|
|
|
53,384 |
|
|
|
Acceleration of Time-Based Equity Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
107,894 |
|
|
|
|
431,587 |
|
|
|
|
431,587 |
|
|
|
|
431,587 |
|
|
|
Acceleration of Performance-Based Equity Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Timothy J. |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
Murphy |
Annual Bonus (2) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
Acceleration of Time-Based Equity Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
Acceleration of Performance-Based Equity Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Thomas E. |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
233,928 |
|
|
|
|
350,893 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Sullivan |
Annual Bonus (2) |
|
|
|
56,228 |
|
|
|
|
56,228 |
|
|
|
|
126,407 |
|
|
|
|
161,496 |
|
|
|
|
56,228 |
|
|
|
|
56,228 |
|
|
|
Acceleration of Time-Based Equity Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
188,150 |
|
|
|
|
313,973 |
|
|
|
|
419,699 |
|
|
|
|
419,699 |
|
|
|
Acceleration of Performance-Based Equity Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
David |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
615,000 |
|
|
|
|
1,025,000 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Guthrie |
Annual Bonus (2) |
|
|
|
266,218 |
|
|
|
|
266,218 |
|
|
|
|
727,468 |
|
|
|
|
1,034,968 |
|
|
|
|
266,218 |
|
|
|
|
266,218 |
|
|
|
Acceleration of Time-Based Restricted Stock Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
493,130 |
|
|
|
|
732,843 |
|
|
|
|
732,843 |
|
|
|
|
732,843 |
|
|
|
Acceleration of Performance- Based Restricted Stock Unit Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
254,092 |
|
|
|
|
283,043 |
|
|
|
|
131,212 |
|
|
|
|
131,212 |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tyler |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
591,938 |
|
|
|
|
986,563 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Dempsey |
Annual Bonus (2) |
|
|
|
139,599 |
|
|
|
|
139,599 |
|
|
|
|
435,568 |
|
|
|
|
632,880 |
|
|
|
|
172,281 |
|
|
|
|
139,599 |
|
|
|
Acceleration of Time-Based Equity Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
425,506 |
|
|
|
|
628,826 |
|
|
|
|
628,826 |
|
|
|
|
628,826 |
|
|
|
Acceleration of Performance-Based Equity Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
215,516 |
|
|
|
|
240,071 |
|
|
|
|
111,292 |
|
|
|
|
111,292 |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shaler |
Base Salary |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
532,322 |
|
|
|
|
887,203 |
|
|
|
|
— |
|
|
|
|
— |
|
|
Alias (4) |
Annual Bonus (2) |
|
|
|
156,015 |
|
|
|
|
156,015 |
|
|
|
|
422,176 |
|
|
|
|
599,616 |
|
|
|
|
156,015 |
|
|
|
|
156,015 |
|
|
|
Acceleration of Time-Based Equity Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
434,390 |
|
|
|
|
638,765 |
|
|
|
|
638,765 |
|
|
|
|
638,765 |
|
|
|
Acceleration of Performance-Based Equity Awards (3) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
216,630 |
|
|
|
|
241,312 |
|
|
|
|
111,867 |
|
|
|
|
111,867 |
|
|
|
Acceleration of Performance-Based Stock Option Awards |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
65
Table of Contents
Pay Ratio Disclosure
Pursuant to Item 402(u) of Regulation S-K promulgated under the Exchange Act, we are required to disclose the median annual total compensation of all the Company’s employees, the total compensation of our CEO and the ratio of those two amounts. The pay ratio set forth below is a reasonable estimate and has been calculated in a manner consistent with SEC rules and based on the methodology described below. The SEC rules for identifying median employees allow companies to use a variety of methodologies. As a result, the pay ratio reported by others may not be comparable to our reported pay ratio. For the year ended December 31, 2025:
The methodology that we used and the material assumptions, adjustments and estimates that we used to identify the median and determine annual total compensation were as follows:
Employee population. As of December 31, 2025, the date we selected to identify our median employee, our employee population consisted of approximately 487 individuals, which reflects our employee population for purposes of determining the pay ratio described above.
Identification of Median. To identify the median of the annual total compensation of all of our employees, we reviewed the total cash compensation of all applicable employees for the twelve-month period ending on December 31, 2025 (the “reported compensation”). In making this calculation, we did not annualize the reported compensation of any of our employees who were hired during the period, nor did we make any cost of living adjustments to the reported compensation in identifying the median employee. Using this methodology, we determined that our median employee was a full-time, salaried employee located in the U.S.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company. In determining CAP to the named executive officers, the Company is required to make various adjustments to the amounts that have been previously reported in the Summary Compensation Table (“SCT”) for the fiscal years presented, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns
66
Table of Contents
executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”
Most Important Performance Measures
The three items listed below represent the most important metrics we used to determine CAP for FY2025 as further described in our Compensation Discussion and Analysis (CD&A).
Most Important Performance Measures
|
|
|
|
|
|
|
|
|
|
Summary |
|
Compensation |
|
Average |
|
Average |
|
Value of Initial |
|
|
|
Adjusted |
||||||||||||||||||||||||||
Year |
|
Table Total to |
|
Paid to |
|
for Non-CEO |
|
to Non-CEO |
|
Company |
|
Peer Group |
|
Net Income |
|
EBITDA |
||||||||||||||||||||||||
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|
|
|
|
|
|
|
||||||||
2025 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|||||
|
|
|
|
|
|
|
|
|
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||||||||
|
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|
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|
|
||||||||
2024 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|||||||
|
|
|
|
|
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||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2023 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|||||||
|
|
|
|
|
|
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||||||||
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2022 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
||||||
|
|
|
|
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||||||||
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|
|
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|
||||||||
2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|||||||
|
|
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|
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|
||||||||
Year |
|
SCT Total |
|
Deductions |
|
Additions |
|
CAP |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
||||
2025 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
||||
2024 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||
|
|
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|
|
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|
|
|
|
|
|
|
||||
2023 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
||||
2022 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2021 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
67
Table of Contents
CEO Equity Component of CAP
Year |
|
Fair Value of |
|
Year over Year |
|
Fair Value as of |
|
Year over Year |
|
Fair Value at the |
|
Value of |
|
Total |
||||||||||||||||||||||||||||
|
|
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|||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2025 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2024 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
|
|
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|||||||
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2023 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
— |
|
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2022 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2021 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Non-CEO NEOs SCT Total to CAP Reconciliation:
Year |
|
SCT Total |
|
Deductions |
|
Additions |
|
CAP |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2025 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2024 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2023 |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2022 |
|
$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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2021 |
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$ |
( |
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( |
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$ |
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68
Table of Contents
Average Non-CEO NEOs Equity Component of CAP:
Year |
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Fair Value of |
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Year over Year |
|
Fair Value as of |
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Year over Year |
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Fair Value at the |
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Value of |
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Total |
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2025 |
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$ |
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$ |
— |
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$ |
( |
) |
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$ |
( |
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$ |
— |
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$ |
( |
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2024 |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
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$ |
— |
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$ |
— |
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$ |
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2023 |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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$ |
( |
) |
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$ |
— |
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$ |
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2022 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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2021 |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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$ |
— |
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$ |
— |
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$ |
( |
) |
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69
Table of Contents
Additional Information
Compensation Actually Paid versus Cumulative TSR
The following graph illustrates the relationship between the Company’s cumulative TSR and CAP. As described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis” the Company targets that a significant amount of the value of total annual compensation awarded to the NEOs would be comprised of equity awards.
70
Table of Contents
Compensation Actually Paid versus Net Income
The following graph illustrates the relationship between net income and CAP. The Company does not use net income as a performance measure in its overall executive compensation program.
71
Table of Contents
Compensation Actually Paid and Adjusted EBITDA
The following graph demonstrates the amount of compensation actually paid to Mr. Morris and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morris) as compared with the Company’s Adjusted EBITDA over the four years presented in the table. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when setting goals for annual performance-based cash incentives under each NEO’s employment agreement and long-term equity incentives.
72
Table of Contents
DIRECTOR COMPENSATION
2025 Director Compensation Table
The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to each non-employee director for all services rendered in all capacities to our company, or any of its subsidiaries, for the last fiscal year.
Name(1) |
|
Fees Earned or |
|
Stock Awards |
|
Total |
||||||||||||
|
|
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|
|
|
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|
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|||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Peter J. Kight |
|
|
|
70,417 |
|
|
|
|
|
250,000 |
|
|
|
|
|
320,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Paul R. Garcia |
|
|
|
59,611 |
|
|
|
|
|
170,000 |
|
|
|
|
|
229,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
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|
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|
|
|
|
|
|
|
|
|
|
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Maryann Goebel |
|
|
|
50,000 |
|
|
|
|
|
170,000 |
|
|
|
|
|
220,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Robert Hartheimer |
|
|
|
56,803 |
|
|
|
|
|
170,000 |
|
|
|
|
|
226,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
William Jacobs |
|
|
|
127,000 |
|
|
|
|
|
— |
|
|
|
|
|
127,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Emnet Rios |
|
|
|
54,708 |
|
|
|
|
|
170,000 |
|
|
|
|
|
224,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Richard E. Thornburgh |
|
|
|
52,126 |
|
|
|
|
|
170,000 |
|
|
|
|
|
222,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Narrative Disclosure to Director Compensation Table
Under our non-employee director compensation policy, we compensate our non-employee directors with a combination of cash and equity in the form of restricted stock units. In addition, we reimburse directors for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.
Annual Cash Retainer
Under the non-employee director compensation policy, non-employee directors are entitled to an annual cash retainer of $40,000, which is paid quarterly in arrears on October 1, January 1, April 1 and July 1 of each year. The value of the annual cash retainer is unchanged since 2022. The non-executive chairman is entitled to an additional cash retainer of $20,000 which is paid quarterly in arrears on October 1, January 1, April 1 and July 1 of each year.
73
Table of Contents
Annual Equity Award
An annual equity award is awarded to incumbent directors at each stockholders’ meeting in the form of restricted stock units, calculated based on the closing price on the grant date (or the most recent trading day if such date is not a trading day) and rounded down to the nearest whole unit. Restricted stock units vest on the earlier of (1) the first anniversary of the date of grant and (2) the next regularly scheduled annual meeting of stockholders that is at least 50 weeks after the date of grant. Vesting also accelerates upon a change of control or termination from service as a result of the director’s death or disability. Vested restricted stock units are settled on the earlier of (x) the date the director undergoes a “separation from service” as defined in Section 409A of the Internal Revenue Code and (y) a change of control. For fiscal 2025, each continuing director received an award of approximately $170,000 in restricted stock units. The target value of the annual equity award has remained $170,000 since 2022. The non-executive chairman received an award of approximately $250,000, which is reflective of his leadership role and responsibilities.
Committee and Committee Chair Fees
The non-employee director compensation policy also provides that non-employee directors serving as an Audit Committee member will receive an additional $7,500 cash payment annually. Directors serving as committee members of another committee (other than the Audit Committee) will receive an additional $5,000 cash payment annually. Such payments are made quarterly in arrears on October 1, January 1, April 1 and July 1 of each year.
Directors serving as committee chairpersons will receive additional cash compensation. The non-employee director compensation policy entitles the Audit Committee chairperson to $20,000, the Compensation Committee chairperson to $15,000 and all other committee chairpersons (other than audit and compensation) to $10,000 (in each case, on an annual basis). Such payments are made quarterly in arrears on October 1, January 1, April 1 and July 1 of each year.
74
Table of Contents
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of our Compensation Committee are currently Paul R. Garcia and Richard E. Thornburgh.
None of our executive officers currently serve, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose executive officers served on our Compensation Committee, (ii) as a director of another entity, one of whose executive officers served on our Compensation Committee, or (iii) as a member of the compensation committee of another entity, one of whose officers served on our Board.
75
Table of Contents
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate to the Compensation Committee, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement for the 2026 Annual Meeting of Stockholders.
Submitted by the Compensation Committee:
Paul R. Garcia, Chairperson
Richard E. Thornburgh
The Compensation Committee report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Compensation Committee report by reference therein.
76
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership Table
The following table sets forth certain information regarding the beneficial ownership of our Class A common stock, our Class V common stock and the limited liability company interests of Hawk Parent (the “Post-Merger Repay Units”) as of [●], the record date for the Annual Meeting.
In connection with the Business Combination, equityholders of Hawk Parent received as consideration for their existing limited liability company interests of Hawk Parent an amount of cash and a number of Post-Merger Repay Units. In connection with the issuance of such Post-Merger Repay Units, we issued to Hawk Parent, as the surviving company following the Merger, 100 shares of Class V common stock of the Company, and Hawk Parent distributed one share of Class V common stock to each holder of Post-Merger Repay Units. Limited liability company interests of Hawk Parent held by the Company or any of its subsidiaries are not reflected as Post-Merger Repay Units for any purposes in these tables.
The information is provided with respect to (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of our Class A common stock, (2) each of our directors, (3) each of our NEOs and (4) all of our directors and executive officers, as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, which generally deem a person to beneficially own any shares of our Class A common stock the person has or shares voting or dispositive power over and any additional shares obtainable within 60 days through the exercise of options, warrants or other purchase rights. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned. Percentage of beneficial ownership is based on 89,683,117 shares of our Class A Common Stock and 5,285,883 Post-Merger Repay Units outstanding on [●], the record date for the Annual Meeting
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. No director or executive officer has pledged any of the shares or units disclosed below. Unless otherwise noted, the business address of each of the following entities or individuals is 3060 Peachtree Road NW, Suite 1100, Atlanta, Georgia 30305.
77
Table of Contents
Beneficial Ownership of Repay Holdings Corporation
Name |
|
Class A |
|
% of |
|
Company |
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Directors and Named Executive Officers: |
|
|
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|
|
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|||
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|
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John Morris (5) |
|
|
|
7,246,086 |
|
|
|
|
|
7.8 |
% |
|
|
|
|
7.6 |
% |
|
|
|
|
|
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|||
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|
|||
Shaler Alias (6) |
|
|
|
1,608,342 |
|
|
|
|
|
1.8 |
% |
|
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
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|
|
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|
|
|
|
|
|
|
|
|
|||
Robert S. Houser (7) |
|
|
|
311,904 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
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|||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Timothy J. Murphy (8) |
|
|
|
338,282 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tyler B. Dempsey (9) |
|
|
|
550,143 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
David Guthrie (10) |
|
|
|
545,524 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Thomas Sullivan (11) |
|
|
|
248,561 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Paul R. Garcia (12) |
|
|
|
180,656 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Maryann Goebel (12) |
|
|
|
114,856 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
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|
|||
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|
|
|
|
|
|
|
|
|
|
|
|
|||
Peter J. Kight (12) |
|
|
|
1,670,070 |
|
|
|
|
|
1.9 |
% |
|
|
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Emnet Rios (12) |
|
|
|
97,103 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Richard E. Thornburgh (12) (13) |
|
|
|
232,721 |
|
|
|
|
* |
|
|
|
|
* |
|
|
||
|
|
|
|
|
|
|
|
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|
|||
|
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|
|
|
|
|
|
|
|
|||
All Directors and Executive Officers as a Group (13 persons) (12) |
|
|
|
12,880,760 |
|
|
|
|
|
13.6 |
% |
|
|
|
|
14.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
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|
|
|
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|
|
|
|
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|
|||
5% Stockholders |
|
|
|
|
|
|
|
|
|
|
|
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|||
|
|
|
|
|
|
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|
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|
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forager Fund, L.P. (14) |
|
|
|
11,106,648 |
|
|
|
|
|
12.4 |
% |
|
|
|
|
11.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Beckham Aggregator, L.P. (15) |
|
|
|
8,907,540 |
|
|
|
|
|
9.9 |
% |
|
|
|
|
9.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Veradace Partners L.P. (16) |
|
|
|
7,355,504 |
|
|
|
|
|
8.2 |
% |
|
|
|
|
7.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Private Management Group, Inc. (17) |
|
|
|
5,412,492 |
|
|
|
|
|
6.0 |
% |
|
|
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
BlackRock, Inc. (18) |
|
|
|
5,272,940 |
|
|
|
|
|
5.9 |
% |
|
|
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
* less than one percent.
78
Table of Contents
Beneficial Ownership of Hawk Parent, LLC
(included in Beneficial Ownership of Repay Holdings Corporation table above)
Name |
|
Class V |
|
% of |
||||||||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Directors and Named Executive Officers: |
|
|
|
|
|
|
|
|
|
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||
|
|
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|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
John Morris |
|
|
|
3,658,529 |
|
|
|
|
|
69.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Shaler Alias |
|
|
|
878,072 |
|
|
|
|
|
16.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Timothy Murphy |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Robert S. Houser |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Tyler B. Dempsey |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
David Guthrie |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Jacob H. Moore |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Paul R. Garcia |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Maryann Goebel |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Peter J. Kight |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Emnet Rios |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Richard E. Thornburgh |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
All Directors and Executive Officers as a Group (13 persons) |
|
|
|
4,536,601 |
|
|
|
|
|
85.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||
79
Table of Contents
80
Table of Contents
Changes in Control
There are no arrangements, known to Repay, including any pledge by any person of securities of Repay or any of its parents, the operation of which may at a subsequent date result in a change in control of Repay.
81
Table of Contents
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner during the year ended December 31, 2025.
82
Table of Contents
RELATED PARTY TRANSACTIONS
Transactions with Related Persons
Post-Business Combination Arrangements
Exchange Agreement
In connection with the Closing, we entered into the Exchange Agreement with holders (the “Repay Unitholders”) of the Post-Merger Repay Units, including John Morris, Shaler Alias, William Jacobs, Tim Murphy and Jacob Moore, which provides the Repay Unitholders with the right to elect to exchange such Post-Merger Repay Units into shares of Class A common stock (as described below). The Exchange Agreement provides that Repay Unitholders are able to exchange all or any portion of their Post-Merger Repay Units for shares of Class A common stock by delivering a written notice to both Hawk Parent and us and surrendering such Post-Merger Repay Units to us, subject to certain limitations. The initial exchange ratio is one Post-Merger Repay Unit for one share of Class A common stock. The exchange ratio will be adjusted for any subdivision (split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Post-Merger Repay Units that is not accompanied by an identical subdivision or combination of the Class A common stock or, by any such subdivision or combination of the Class A common stock that is not accompanied by an identical subdivision or combination of the Post-Merger Repay Units. If the Class A common stock is converted or changed into another security, securities or other property, on any subsequent exchange an exchanging Repay Unitholder will be entitled to receive such security, securities or other property. The exchange ratio will also adjust in certain circumstances when we acquire Post-Merger Repay Units other than through an exchange for our shares of Class A common stock.
Hawk Parent and each Repay Unitholder will bear its own expense regarding any exchange, except that Hawk Parent will be responsible for transfer tax, stamp taxes and similar duties (unless the applicable holder has requested that the Company issue the shares of Class A common stock in the name of another holder).
Tax Receivable Agreement
In connection with the Closing, we entered into the Tax Receivable Agreement with the Repay Unitholders.
As described above, Repay Unitholders may, subject to certain conditions, exchange their Post-Merger Repay Units for our shares of Class A common stock on a one-for-one basis, subject to the terms of the Exchange Agreement, including in certain cases adjustments as set forth therein. Hawk Parent currently has and will have in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Post-Merger Repay Units for shares of Class A common stock occurs, which is expected to result in increases to the tax basis of the assets of Hawk Parent at the time of an exchange of Post-Merger Repay Units. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
The Tax Receivable Agreement provides for the payment by us to exchanging Repay Unitholders of 100% of the tax benefits, if any, that we realize (or in certain cases are deemed to realize) as a result of these increases in tax basis and certain other tax attributes of Hawk Parent and tax benefits related to entering into the Tax Receivable Agreement,
83
Table of Contents
including tax benefits attributable to payments under the Tax Receivable Agreement. This payment obligation is an obligation of the Company and not of Hawk Parent. For purposes of the Tax Receivable Agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase (or decrease) to the tax basis of the assets of Hawk Parent as a result of the exchanges and had the Company not entered into the Tax Receivable Agreement. Such increase or decrease will be calculated under the Tax Receivable Agreement without regard to any transfers of Post-Merger Repay Units or distributions with respect to Post-Merger Repay Units before the exchange under the Exchange Agreement.
The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits of the Tax Receivable Agreement. In addition, if there is a Change of Control, as such term is defined in the Tax Receivable Agreement, then with respect to any exchange of Post-Merger Repay Units for our shares of Class A common stock occurring prior to such Change of Control, the Company’s obligations under the Tax Receivable Agreement will be accelerated as if the Company exercised its right to terminate the Tax Receivable Agreement as of the date of the Change of Control.
We expect that, as a result of the size of the increases in the tax basis of the tangible and intangible assets of Hawk Parent, the payments that we may make under the Tax Receivable Agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual cash tax savings that we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to the Company by Hawk Parent are not sufficient to permit the Company to make payments under the Tax Receivable Agreement after it has paid taxes. Late payments under the Tax Receivable Agreement generally will accrue interest at an uncapped rate equal to Term SOFR plus 571.513 basis points. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by Repay Unitholders. The rights of each party under the Tax Receivable Agreement other than the Company are assignable.
In respect of tax returns filed during the year ended December 31, 2025, we made payments under the Tax Receivable Agreement exceeding $120,000 to the following related parties: approximately $635,782 to John Morris (including certain affiliated entities), approximately $1,033,101 to Shaler Alias (including certain affiliated entities) and approximately $260,833 to Tim Murphy (including certain affiliated entities).
Founders’ Stockholders Agreement
In connection with the Closing, the Company entered into a Stockholders Agreement with Mr. Alias and Mr. Morris (together, the “Repay Founders”) (the “Founders’ Stockholders Agreement”).
Under the Founders’ Stockholders Agreement, Mr. Morris and Mr. Alias were designated to serve on our Board. The Founders’ Stockholders Agreement provides that (i) if Mr. Morris ceases to serve as CEO of the Company, he will immediately resign as a director and will no longer be entitled to be designated to our Board, and (ii) if Mr. Alias ceases to serve as President of the Company, he will immediately resign as a director and no longer be entitled to be designated to our Board. Following Mr. Alias’ resignation from the Board on February 27, 2026, Mr. Morris (as the beneficial holder of a majority of the shares of Class A common stock beneficially owned by the Repay Founders) is entitled to
84
Table of Contents
designate one designee for nomination to our Board as an independent director (the “Independent Founder Designee” and together with Mr. Morris if serving as a designee under the foregoing provisions, the “Founder Designees”).
Each Founder Designee must be eligible to serve as a director, and the Independent Founder Designee must be independent, in each case under applicable Nasdaq rules (or any other market upon which shares of Class A common stock are then traded). Mr. Morris may only be removed upon termination of service as described above, and the Independent Founder Designee may only be removed with the consent of the Repay Founders. In the event of any vacancy with respect to the seat of the Independent Founder Designee, we will use our best efforts to fill such vacancy with such person as designed by the Repay Founders. We also agree to use our best efforts to cause the Founder Designees to be elected to our Board. Additionally, any change in the size of our Board requires the consent of the Repay Founders. Mr. Morris will not be entitled to compensation (other than as an officer of the Company and expense reimbursements), but the Independent Founder Designee will be entitled to receive compensation consistent with the compensation received by other non-employee directors, including any fees and equity awards. Each Founder Designee will be entitled to the same rights and privileges applicable to all other members of Board, including indemnification and exculpation rights and director and officer insurance.
Repay Unitholders Registration Rights Agreement
In connection with the Closing, we entered into the Repay Unitholders Registration Rights Agreement with Corsair Capital LLC (“Corsair”) and the other Repay Unitholders. Under the Repay Unitholders Registration Rights Agreement, the Repay Unitholders are entitled to registration rights that obligate the Company to register for resale under the Securities Act all or any portion of the shares of Class A common stock issuable upon exchange for Post-Merger Repay Units pursuant to the Exchange Agreement so long as such shares are not then restricted under any applicable support agreement or escrow agreement.
Under the Repay Unitholders Registration Rights Agreement, we have agreed to indemnify the Repay Unitholders and each underwriter and each of their respective controlling persons against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell shares, unless such liability arises from their misstatement or omission, and Repay Unitholders have agreed to indemnify the Company and our officers and directors and controlling persons against all losses caused by their misstatements or omissions in those documents.
Amended Operating Agreement
Concurrently with the completion of the Business Combination, the existing amended and restated limited liability company agreement of Hawk Parent was amended and restated in its entirety to become the Amended Operating Agreement. Pursuant to the Amended and Restated Operating Agreement, the Post-Merger Repay Units are entitled to share in the profits and losses of Hawk Parent and to receive distributions as and if declared by the managing member of Hawk Parent and will have no voting rights. The Company, as managing member of Hawk Parent may, in its sole discretion, authorize distributions to the Hawk Parent members. All such distributions will be made pro rata in accordance with each member’s interest in Hawk Parent.
The Amended Operating Agreement also provides for cash distributions, which we refer to as “tax distributions,” to the holders of Post-Merger Repay Units if the Company, as
85
Table of Contents
the sole managing member of Hawk Parent, reasonably determines that a holder, by reason of holding Post-Merger Repay Units, incurs an income tax liability. Generally, these tax distributions will be computed based on the Company’s estimate of the net taxable income of Hawk Parent multiplied by an assumed tax rate equal to the highest effective marginal combined United States federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of the Company’s income).
Upon the liquidation or winding up of Hawk Parent, all net proceeds thereof will be distributed one hundred percent (100%) to the holders of Post-Merger Repay Units, pro rata based on their percentage interests.
Indemnification of Directors and Officers
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporate Law (“DGCL”). In addition, our Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.
In addition, we have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement, and reimbursement to the fullest extent permitted under the DGCL.
There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
Review, Approval or Ratification of Transactions with Related Persons
Under Nasdaq Marketplace Rules, our Audit Committee (or another independent body of our Board) is required to conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis. In accordance with our Nominating and Corporate Governance Committee’s charter, the Nominating and Corporate Governance Committee must review and oversee all related party transactions. For these purposes, a “related party transaction” refers to all transactions for which review or oversight is required by applicable law or Nasdaq rules or that are required to be disclosed in the notes to Repay’s financial statements or in Repay’s SEC filings.
We have adopted a formal written policy providing that our officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our capital stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with the Company without the approval of the Nominating and Corporate Governance Committee, subject to certain exceptions.
86
Table of Contents
AUDITOR FEES
The Audit Committee selected Grant Thornton LLP (“Grant Thornton”) to serve as our independent registered accounting firm for the fiscal year ending December 31, 2026. We first engaged Grant Thornton in 2018, and it has served as our principal accounting firm since that date. The following table shows the fees for professional services rendered by Grant Thornton for the audit of our annual financial statements for the years ended December 31, 2025 and December 31, 2024, and fees billed for other services rendered by Grant Thornton during those periods.
|
|
2025 |
|
2024 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Audit Fees (1) |
|
|
$ |
1,804,433 |
|
|
|
|
$ |
2,000,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Audit-Related Fees (2) |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Tax Fees (3) |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
All Other Fees (4) |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Total |
|
|
$ |
1,804,433 |
|
|
|
|
$ |
2,000,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
All audit-related services, tax services and other non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by Grant Thornton was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of audit and audit-related services specifically described by the committee on an annual basis and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved.
87
Table of Contents
PROPOSAL TWO:
ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity at the Annual Meeting to vote on a non-binding advisory resolution, commonly known as a “say-on-pay” proposal, approving the compensation of our NEOs. This vote is not intended to address any specific item of compensation or the compensation of any specific NEO, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. A discussion of these items is found in the Compensation Discussion and Analysis section of this Proxy Statement.
Our executive compensation programs are designed to achieve three primary objectives: (i) attract, retain and motivate a highly-talented executive team; (ii) align the objectives and interests of our executives with those of our stockholders in order to increase overall value and output within the Company; and (iii) promote the achievement of key financial and strategic milestones. The Compensation Committee strives to align our compensation program with short- and long-term Company performance objectives and stockholder value. We believe that our current executive compensation program emphasizes performance-based pay and reflects best practices to ensure sound corporate governance.
Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions of our stockholders and will take the outcome of the vote into account when determining the future compensation of the Company’s NEOs.
At our 2022 Annual Meeting, our stockholders voted to hold a stockholder advisory vote to approve the compensation of the Company’s named executive officers annually. Accordingly, we presently hold say-on-pay votes every year.
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for our 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, named executive officer compensation tables and related narrative discussion, is hereby APPROVED.”
88
Table of Contents
PROPOSAL THREE:
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF
THE COMPANY’S OMNIBUS INCENTIVE PLAN
We are asking our stockholders to approve an amendment and restatement of the Repay Holdings Corporation Second Amended and Restated Omnibus Incentive Plan (the “Third Amended and Restated Plan”). The Third Amended and Restated Plan amends and restates our stockholder-approved Repay Holdings Corporation Second Amended and Restated Omnibus Incentive Plan (as previously amended, the “Current Plan”). The adoption of the Third Amended and Restated Plan is subject to stockholder approval and the Third Amended and Restated Plan will not become effective if such approval is not received.
The Third Amended and Restated Plan would implement the following material amendments to the Current Plan:
Our Board believes that approval of the Third Amended and Restated Plan will serve the interests of our Company and our stockholders by providing for an additional amount of shares reserved for issuance under the Third Amended and Restated Plan, so that we can continue to grant awards to promote our long-term success; successfully attract and retain the best possible candidates for positions of substantial responsibility within the Company; align employee and non-employee award recipient interests with stockholder interests; and provide incentives to the recipients to promote the success of the Company.
Background of the Proposal
If our stockholders approve the Third Amended and Restated Plan, the Third Amended and Restated Plan will replace the Current Plan, and no further awards will be granted under the Current Plan on or after the date our stockholders approve the Third Amended and Restated Plan. The terms and conditions of awards granted previously under the Current Plan will not be affected by the adoption or approval of the Third Amended and Restated Plan, and the Current Plan will remain effective with respect to awards granted under the Current Plan prior to stockholders’ approval of the Third Amended and Restated Plan. If our stockholders do not approve the Third Amended and Restated Plan, the Current Plan will remain in effect pursuant to its terms. Furthermore, if our stockholders do not approve this proposal, our ability to attract, reward and retain valuable employees will be restricted as we will not have a sufficient number of shares to make equity grants in the years to come.
In assessing the appropriate terms of the Third Amended and Restated Plan, the Compensation Committee considered, among other items, the existing terms of the Current Plan, our compensation philosophy and practices, as well as feedback from our stockholders and other stakeholders. The Board believes that awards tied to our Class A common stock and Company performance promote the long-term success of the
89
Table of Contents
Company and views the Third Amended and Restated Plan as an essential element of the Company’s overall compensation program.
Overhang and Potential Dilution Analysis
The following table provides certain information regarding outstanding awards under our Current Plan (or issued as inducement awards) as of April 1, 2026:
|
As of April 1, 2026 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
Shares of unvested Time-Based Restricted Stock Awards (RSAs) |
|
|
6,885,511 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Performance-Based Restricted Stock Units (PSUs) |
|
|
3,443,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Restricted Stock Units (RSUs) |
|
|
186,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested but Unreleased RSUs |
|
|
411,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested Performance-Based Stock Options (PSOs) |
|
|
596,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested but Unexercised PSOs |
|
|
206,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Remaining Term of PSOs |
|
3.96 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Exercise Price of PSOs |
|
$ |
6.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Class A Common Stock Available for Awards |
|
|
3,931,980 |
|
(2) |
|
|
|
|
|
|
|
As of April 1, 2026 |
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|
|
|
|
|
|
|
|
|
|
|
|
Total number of shares of Class A common stock outstanding |
|
|
82,798,766 |
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Total number of Post-Merger Repay Units outstanding |
|
|
5,285,883 |
|
|
|
|
|
|
|
|
We calculate that the total potential dilution resulting from issuing all shares authorized under our equity plans as of April 1, 2026 (including the 2,500,000 additional shares that would be available if stockholders approve the Third Amended and Restated Plan) would be approximately 16.6%. This dilution rate is calculated as follows:
(shares of Class A common stock available for grant + outstanding equity awards) ÷ (shares of Class A common stock available for grant + outstanding equity awards + shares of Class A common stock outstanding)
For purposes of this calculation, (i) outstanding unvested PSUs are reflected at the “target” payout level, (ii) outstanding equity awards include only unvested RSAs, unvested PSUs, unvested RSUs, and unvested PSOs and (iii) shares of Class A common stock outstanding include the number of shares of Class A common stock for which Post-Merger Repay Units outstanding may be exchanged, but exclude unvested RSAs.
Historical Burn Rate
We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation programs against the
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dilution it causes our stockholders. As part of our analysis when considering the number of shares to be included in the Third Amended and Restated Plan, we considered our equity incentive plans’ “burn rate” for each of the three fiscal years ending December 31, 2025, as further detailed in the following table:
|
Fiscal Year 2025 |
Fiscal Year 2024 |
Fiscal Year 2023 |
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|
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|
|
|
|
|
|
|
|
|
|||
PSOs Granted |
|
|
— |
|
|
|
|
— |
|
|
|
|
1,148,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
RSAs/RSUs Granted |
|
|
2,581,001 |
|
|
|
|
2,061,749 |
|
|
|
|
2,898,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
PSUs Vested/Earned (1) |
|
|
— |
|
|
|
|
146,807 |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|||
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|
|
|
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|
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|
|
|
|
|
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Total Shares Underlying Awards (Excluding Unearned PSUs) |
|
|
2,581,001 |
|
|
|
|
2,208,556 |
|
|
|
|
4,047,682 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted Average Number of Shares of Class A Common Stock Outstanding (2) |
|
|
90,862,104 |
|
|
|
|
95,678,128 |
|
|
|
|
96,850,559 |
|
|
|
|
|
|
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|
|
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|
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|
|||
|
|
|
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|
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|
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|
|
|
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Burn Rate (3) |
|
|
2.8 |
% |
|
|
|
2.3 |
% |
|
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
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|
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|
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Three-Year Average Burn Rate |
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|
|
|
|
|
3.1 |
% |
|
|
|
|
|
||
|
|
|
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|
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History of Disciplined and Responsible Share Usage
In 2025, our share-based compensation expense was $18.3 million which is approximately 25% below our 2024 expense and 17% below our 2023 expense.
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Repay has a history of responsible share usage as evidenced by our equity practices relative to the companies in our current pay peer group:
Source: Public SEC filings, analysis by FW Cook.
If we include the number of PSUs granted in 2025, the burn rate is 4.1% which is at the 59th percentile of our peer group (54th percentile on a 3-year average basis). The peer group median was 3.5% in 2025. In the bar chart above, we illustrate how the 4.1% compares against peers because most peer companies do not disclose the number of PSUs that vest.
Expected Duration
We expect that the shares available under the Third Amended and Restated Plan for future awards, if the Third Amended and Restated Plan is approved by our stockholders, will be sufficient for currently-anticipated awards for up to approximately one year. Expectations regarding future share usage could be impacted by a number of factors such as: (i) the future performance of our stock price; (ii) hiring and promotion activity at the executive level; (iii) the rate at which shares are returned to the Third Amended and Restated Plan’s reserve upon awards’ expiration, forfeiture or cash settlement without the issuance of the underlying shares; (iv) factors involved in acquiring other companies; and
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(v) other factors. While we believe that the assumptions used are reasonable, future share usage may differ from current expectations.
Summary of the Material Terms of the Third Amended and Restated Plan
The following summary is not a complete statement of the Third Amended and Restated Plan and is qualified in its entirety by reference to the complete text of the Third Amended and Restated Plan, a copy of which is attached hereto as Annex A.
General. The purposes of the Third Amended and Restated Plan are to recognize contributions made to the Company and its affiliates by its employees, directors, consultants and advisors, to provide such persons with additional incentives to devote themselves to the future success of the Company and to improve the ability of the Company to attract, retain and motivate individuals upon whom the Company’s sustained growth and financial success depend. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights. Any of these awards may, but need not, be made as performance-based incentives.
Authorized Shares. The number of shares of Class A common stock available for awards under the Third Amended and Restated Plan shall be increased by 2,500,000 shares. The aggregate number of shares available for awards under the Third Amended and Restated Plan shall be reduced on a one-for-one basis by the number of shares issued under the Third Amended and Restated Plan and/or the Current Plan and increased by that number of shares subject to awards granted under the Third Amended and Restated Plan or the Current Plan which later become available in accordance with the provisions below. Up to a total of 24,726,728 of such shares may be granted as incentive stock options under the Third Amended and Restated Plan or the Current Plan. Upon settlement of a stock-settled stock appreciation right, the total number of shares available for issuance under the Third Amended and Restated Plan shall be reduced by the gross number of shares with respect to which the stock appreciation right is exercised.
If shares covered by an award are not purchased or are forfeited or expire, or otherwise terminate without delivery of any shares subject thereto, such as on a cash settlement of the award, then such shares will, to the extent of any such forfeiture, termination, cash-settlement or expiration, be available for future grant under the Third Amended and Restated Plan. If any shares subject to an option or stock-settled stock appreciation right are withheld for payment of the purchase, exercise or grant price or for payment of taxes, such withheld shares will be treated as granted and will not again be available for future grants. If any shares subject to a full-value award are withheld for payment of taxes, such withheld shares will again be available for future grants.
Adjustments to Shares Subject to the Third Amended and Restated Plan. In the event of a stock dividend, extraordinary cash dividend, rights offering to purchase Shares at a price that is substantially below Fair Market Value, stock split, recapitalization or other change in the number or class of issued or outstanding securities resulting from a subdivision or consolidation of the Company’s common stock and/or other outstanding equity securities or a recapitalization or other capital adjustment affecting the Company’s common stock, the administrator (as defined below) has the authority to make appropriate adjustments to the aggregate number of shares and class of shares as to which awards may be granted, the limitations as to grants to non-employee directors, the number of shares covered by each outstanding award and the option or grant price for each related outstanding option and stock appreciation right.
Administration. The Third Amended and Restated Plan will continue to be administered by the compensation committee of the Company Board (referred to as the
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“administrator”); provided that such committee consist of members of the Board, at least two, each of whom qualifies as a non-employee director under Rule 16b-3 of the Exchange Act and as an independent director under the rules of the stock exchange for so long as the Company is a publicly traded corporation. The Board may establish one or more committees to administer the Third Amended and Restated Plan with respect to separate classes of grantees (other than officers subject to Section 16 of the Exchange Act) and the Board will act as the administrator with respect to awards made to non-employee directors. Subject to the provisions of the Third Amended and Restated Plan, the administrator has the power to administer the Third Amended and Restated Plan, including but not limited to, the authority to (i) direct the Company to grant awards pursuant to the Third Amended and Restated Plan, (ii) determine the grantees to whom and the times at which awards will be granted, (iii) determine the price at which options or SARs are granted, (iv) determine the type of option or SAR to be awarded and the number of shares subject to such option of SAR, (v) determine the number of shares granted pursuant to each award, (vi) accelerate the exercisability or vesting of an award upon the occurrence of one or more events other than completion of a service period, including without limitation upon the grantee’s retirement, death, disability, termination of employment or service involuntarily for any reason other than for cause or voluntarily for good reason, a change in control, or, in the case of a director, a required resignation or removal from the Board in connection with a change in control, and (vii) approve the form and terms and conditions of the award documents and of each award (to the extent not inconsistent with the Third Amended and Restated Plan). The administrator’s interpretation and construction of any provisions of the Third Amended and Restated Plan or any award are final, binding and conclusive on all parties.
Eligibility. Awards may be granted to employees, directors, consultants and advisors of the Company and any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of the date of this Proxy Statement, approximately 5 non-employee directors, 5 executive officers and approximately 480 other employees of the Company and its subsidiaries would be eligible to be selected by the Compensation Committee to receive awards under the Third Amended and Restated Plan.
Stock Options. Stock options in the form of nonstatutory stock options or incentive stock options may be granted under the Third Amended and Restated Plan. The administrator determines the number of shares subject to each option. The administrator determines the exercise price of options granted under the Third Amended and Restated Plan; provided that the exercise price must at least be equal to the fair market value of the Company’s common stock on the date of grant. The term of a stock option may not exceed ten years. However, with respect to any participant who owns more than 10% of the voting power of all classes of the Company’s or any subsidiary’s outstanding stock, the term of an incentive stock option must not exceed five years and the exercise price of the incentive stock option must equal at least 110% of the fair market value of the Company’s common stock on the grant date. The grantee may pay the exercise price of an option (i) in cash, (ii) by certified check or (iii) by such method as the administrator approves, including payment through a broker. After the termination of service of a grantee other than due to death or disability, his or her option will remain exercisable for 90 days except as otherwise provided in the award agreement. After the termination of service of a grantee due to death or disability, the option will remain exercisable for 12 months unless otherwise provided in the award agreement. Upon a termination for cause, all options cease to be exercisable immediately on the date of termination and the grantee automatically forfeits all shares for which the Company has not yet delivered the share certificates. An option may not be exercised later than the expiration of its term. Subject to the provisions of the
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Third Amended and Restated Plan, the administrator determines the other terms of options.
Stock Appreciation Rights. Stock appreciation rights may be granted under the Third Amended and Restated Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company’s common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding ten years (5 years for any SAR granted in tandem with an incentive stock option to any participant who owns more than 10% of the voting power of all classes of the Company’s or any subsidiary’s outstanding stock). Unless otherwise provided in an award agreement, in the event that a grantee’s services terminate for any reason other than due to death or disability, any stock appreciation right is forfeited and reacquired by the Company. In the event of a termination due to death or disability, all remaining restrictions with respect to stock appreciation rights immediately lapse unless otherwise provided in an award agreement. The grant price for a stock appreciation right may not be less than 100% of the fair market value per share on the date of grant (110% of the fair market value per share on the date of grant if the SAR is granted in tandem with an incentive stock option granted to any participant who owns more than 10% of the voting power of all classes of the Company’s or any subsidiary’s outstanding stock). Subject to the provisions of the Third Amended and Restated Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable.
Restricted Stock Awards. Restricted stock may be granted under the Third Amended and Restated Plan. Restricted stock awards are grants of shares of the Company’s common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director, consultant or advisor and, subject to the provisions of the Third Amended and Restated Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting rights with respect to such shares upon grant unless the administrator provides otherwise. Recipients of restricted stock awards are not entitled to receive any dividends with respect to such shares until the shares become vested. The administrator may provide that any dividends paid on restricted stock awards must be reinvested in shares of common stock, which is subject to the same vesting conditions applicable to the restricted stock awards. Unless otherwise provided in an award agreement, upon a termination of service for any reason other than due to death or disability any unvested restricted stock awards are forfeited, and upon a termination due to death or disability all restrictions with respect to any restricted stock awards immediately lapse.
Restricted Stock Units. Restricted stock units may be granted under the Third Amended and Restated Plan. Restricted stock units are bookkeeping entries representing the right to receive an amount equal to the fair market value of one share of the Company’s common stock. Subject to the provisions of the Third Amended and Restated Plan, the administrator determines the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to the Company) and the form and timing of payment. Holders of restricted stock units do not have any rights as stockholders but the administrator may provide in an award agreement that such holders are entitled to receive cash payments equal to the per-share dividend paid on common stock which will be distributed upon
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vesting of the restricted stock unit. Restricted stock units are subject the same treatment upon terminations of service as restricted stock awards.
Dividend Equivalent Rights. Dividend equivalent rights may be granted under the Third Amended and Restated Plan. Dividend equivalent rights are entitlements to receive credits based on cash distributions that would have been paid on the shares of common stock subject to an equity-based award granted to an individual as though such shares had been issued to and held by the grantee. Dividend equivalent rights may not be granted in connection with stock options or stock appreciation rights. Subject to the terms of the Third Amended and Restated Plan, the administrator determines the terms and conditions of dividend equivalent rights. Except as otherwise provided in an award agreement, all dividend equivalent rights automatically terminate on the grantee’s termination of service for any reason.
Transferability of Awards. The Third Amended and Restated Plan allows for the transfer of awards (other than incentive stock options) for no consideration to the grantee’s immediate family or any trust or partnership in which all of the beneficiaries or partners or members, as applicable, are such grantee or his or her immediate family.
Grants to Non-Employee Directors. Grants made to non-employee directors may be in any form other than incentive stock options. The fair value of any awards granted to a non-employee director, including cash compensation paid or payable in respect of such director’s service, may not exceed $650,000 in the aggregate in any one calendar year.
Minimum Vesting Requirements. Awards granted under the Third Amended and Restated Plan shall vest no earlier than the first anniversary of the date the award is granted, and performance-based awards must have a performance period of at least one year; provided, however, that the administrator may grant awards without regard to the foregoing minimum vesting requirements with respect to (i) awards granted after the Company’s stockholders meeting scheduled for [●] in connection with awards that are assumed, converted or substituted pursuant to the Plan; (ii) shares delivered after the Company’s stockholders meeting scheduled for [●] in lieu of fully vested cash obligations; (iii) awards granted after the Company’s stockholders meeting scheduled for [●] to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant of the award and the next annual meeting of the Company’s stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of the Company’s stockholders; and (iv) additional awards that may be granted after the Company’s stockholders meeting scheduled for [●] up to a maximum of five percent (5%) of the available shares authorized for issuance under the Plan (subject to adjustment as set forth in the Third Amended and Restated Plan). For the avoidance of doubt, the foregoing restriction does not apply to the administrator’s discretion to provide in the terms of the award or otherwise for accelerated exercisability or vesting of any award upon the occurrence of one or more events other than completion of a service or performance period, including without limitation the grantee’s retirement, death, disability, termination of employment or service involuntarily for any reason other than for cause or voluntarily for good reason, a change in control, or, in the case of a director, a required resignation from the Board in connection with a change in control.
Dividends on Performance-Based Awards. In the event we pay a cash dividend on our outstanding shares of Class A common stock, the administrator may provide that the holder of performance-based awards granted under the Third Amended and Restated Plan shall be entitled to receive a cash payment for each share of Class A common stock covered by such award equal to the per-share dividend paid. However, such cash dividend shall not be distributed to the holder of the award until such award becomes vested. The award document may also provide that such cash payment will be deem reinvested in
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additional performance-based awards at a price per unit equal to the fair market value of the Class A common stock on the date that such dividend is paid, provided such additional awards shall remain subject to the same restrictions applicable to the underlying award.
Parachute Limitations. To the extent that a grantee is a “disqualified individual” under Section 280G(c) of the Internal Revenue Code of 1986 (the “Code”), any award held by such grantee and any right to receive any payment or other benefit under the Third Amended and Restated Plan will not become exercisable or vested to the extent such exercise or vesting would cause any payment or benefit to such grantee to be subject to excise tax under Section 4999 of the Code; provided that such limitations are only applicable to the extent that the imposition of such limitation is beneficial to the grantee on a net after tax basis.
Change of Control. The Third Amended and Restated Plan provides that in the event of a change of control, as defined under the Third Amended and Restated Plan, except as otherwise provided in an award agreement, each outstanding award will be treated as described in the Third Amended and Restated Plan. Under the Third Amended and Restated Plan, awards assumed by an entity that is the surviving or successor entity following a change of control or are otherwise equitably converted or substituted in connection with a change of control shall have the same vesting schedule in effect following the change of control. If within one year following the change in control, the grantee’s employment or other service is terminated involuntarily without cause, voluntarily for good reason or, in the case of a director, as a result of a required resignation, then all of the grantee’s outstanding awards shall become fully exercisable and/or vested as the case may be as of the date of termination, with payout to such grantee within 60 days following the date of termination of employment or other service, provided that the payment date of any awards that are considered to be deferred compensation shall not be accelerated. For awards that are not assumed or equitably converted in connection with a change in control, the Third Amended and Restated Plan provides that such awards shall become immediately vested and exercisable, as the case may be, at or immediately prior to the consummation of the event that constitutes the change of control and all such vested awards shall be cancelled in exchange for a payout of the award (to the extent applicable under the terms of the award) to grantees within 60 days following the change of control, in an amount equal to the amount that the grantee would have received (net of the exercise or grant price with respect to any awards in the nature of options, stock appreciation rights or other purchase rights) and on the same terms (including without limitation any earn-out, escrow or other deferred consideration provisions) as if such vested awards were settled or distributed or such awards in the nature of vested options, stock appreciation rights or other purchase rights were exercised immediately prior to the consummation of the change in control. Performance-based awards that are assumed or converted in connection with a change of control shall be converted into a time-based award as of the change of control at target, and performance-based awards that are not assumed or converted in connection with a change of control shall become vested, and be paid and settled, at target and prorated based on the number of days in the specified performance period prior to and including the date of the change in control over the number of days in the specified performance period.
Amendment; Termination. The Board has the authority to amend the Third Amended and Restated Plan from time to time; provided that stockholder consent is require to: (i) increase the maximum number of shares as to which awards may be granted, except for adjustments in connection with certain events specified in the Third Amended and Restated Plan, (ii) materially expand the eligible participants or (iii) adopt any amendment constituting a change requiring stockholder approval under applicable laws or applicable listing requirements. Additionally, no amendment may materially adversely
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affect any outstanding award without consent of the impacted grantee. The Third Amended and Restated Plan automatically will terminate on April 29, 2036.
Repricing Prohibition. The Third Amended and Restated Plan provides that the Company may not, without stockholder approval, lower the exercise or grant price of an option or SAR after it is granted, cancel an option or SAR at any time when the exercise or grant price exceeds the fair market value of the Company’s Class A common stock or take any other action that would be treated as a repricing, other than in the case of a recapitalization of the Company’s Class A common stock.
Clawback Provision. The Third Amended and Restated Plan includes a clawback provision, pursuant to which we may recover the unearned portion of cash-based or equity-based compensation granted under the Third Amended and Restated Plan in the event our financial statements are restated as a result of material noncompliance with financial reporting requirements. The look-back for this clawback covers any of the prior three fiscal years. This clawback provision applies to any officer of the Company in a position of executive vice president or above, which includes all of the NEOs and is separate from and in addition to the Company’s recently adopted Clawback Policy, which also applies to any cash-based or equity-based compensation granted under the Third Amended and Restated Plan.
No “Evergreen” Provision. There is no “evergreen” feature pursuant to which the shares available for issuance under the Third Amended and Restated Plan can be automatically replenished.
Summary of U.S. Federal Income Tax Consequences of the Third Amended and Restated Plan
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the Third Amended and Restated Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.
Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.
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The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. General rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.
Non-statutory Stock Options. Options not designated or qualifying as incentive stock options will be non-statutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a non-statutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a non-statutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a non-statutory stock option or the sale of the stock acquired pursuant to such grant.
Stock Appreciation Rights. In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of Company common stock received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.
Restricted Stock Awards. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
Restricted Stock Unit Awards. There are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the administrator or a participant. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.
Section 409A. Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events.
If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as certain premium
99
Table of Contents
interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts.
Tax Effect for the Company. The Company generally will be entitled to a tax deduction in connection with an award under the Third Amended and Restated Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a non-statutory stock option). General rules limit the deductibility of compensation paid to the Company’s chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF THE U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE THIRD AMENDED AND RESTATED PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.
New Plan Benefits
The Compensation Committee, in its sole discretion, determines the number and types of awards that will be granted under the Third Amended and Restated Plan. Accordingly, it is not possible to determine the future benefits that will be received by eligible participants if Proposal Three is approved by our stockholders.
Equity Compensation Plan Table
The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2025:
Plan Category |
|
(A) Number of |
|
(B) Weighted |
|
(C) Number of |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity Compensation Plans Approved by Stockholders (1) |
|
|
|
3,992,363 |
|
(2) |
|
|
$ |
6.13 |
|
(3) |
|
|
|
8,753,051 |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity Compensation Plans Not Approved by Stockholders |
|
|
|
118,243 |
|
(5) |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
4,110,606 |
|
|
|
|
|
|
|
|
|
|
8,753,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
100
Table of Contents
Interests of Certain Persons in the Third Amended and Restated Plan
Stockholders should understand that our executive officers and non-employee directors may be considered to have an interest in the approval of the share increase amendment because they may in the future receive awards under the Third Amended and Restated Plan. Nevertheless, the Board believes that it is important to provide incentives and rewards for superior performance and the retention of experienced directors and officers by approving the share increase amendment.
101
Table of Contents
PROPOSAL FOUR:
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We are asking our stockholders to ratify the Audit Committee’s selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Grant Thornton has served as our independent registered public accounting firm since 2018.
The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of the Company and our stockholders.
We expect that a representative of Grant Thornton will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.
102
Table of Contents
STOCKHOLDER PROPOSALS
The 2027 annual meeting of stockholders (the “2027 Annual Meeting”) is anticipated to be held in 2027. Under Rule 14a-8 promulgated by the SEC under the Exchange Act, any proposal that a stockholder intends to be presented at the 2027 Annual Meeting via the proxy statement and form of proxy to be distributed by us in connection with the 2027 Annual Meeting, must be received by the Corporate Secretary of Repay at our principal executive offices no later than [●]. However, if the 2027 Annual Meeting is held on a date more than 30 days before or after [●] (the anniversary date of the 2026 Annual Meeting), stockholder proposals for the 2027 Annual Meeting must be submitted a reasonable time before we begin to print and send our proxy materials. Stockholder proposals received after this date will be considered untimely under Rule 14a-8. Any such proposals must also comply with the other requirements of Rule 14a‑8 in order be eligible for inclusion in our proxy materials for the 2027 Annual Meeting.
If a stockholder desires to bring a matter before the meeting that is not the subject of a proposal meeting the SEC proxy rule requirements for inclusion in the proxy statement or a nomination of a director, the stockholder must follow procedures outlined in our Bylaws. One of the procedural requirements is timely notice in writing of the business the stockholder proposes to bring before the meeting. Written notice must be delivered to the Corporate Secretary of Repay no earlier than [●] and no later than[●]. In the event that our 2027 Annual Meeting is more than 30 days before or more than 70 days after [●] (the anniversary date of the 2026 Annual Meeting), the written notice must be so delivered not earlier than the close of business on the 120th day prior to the 2027 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2027 Annual Meeting or (ii) the tenth day following the date on which public announcement of the meeting date was first made. Stockholders are advised to review our Bylaws carefully, as they set forth the information that must be included in the notice and other requirements that must be satisfied in order for business or a nomination to be properly brought before the 2027 Annual Meeting.
The SEC adopted final rules under Rule 14a-19 promulgated under the Exchange Act requiring the use of universal proxy cards by management and stockholders soliciting proxy votes for their candidates in director election contests. Under Rule 14a-19, the universal proxy card must include all director nominees presented by management and stockholders for election at the upcoming stockholder meeting. One of the procedural requirements is that stockholders presenting their own director candidates in the contest must solicit holders of a minimum of 67% of the voting power of shares entitled to vote in the election. In addition to complying with our Bylaws, stockholders who intend to solicit proxies of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 within the applicable deadlines as set forth in Rule 14a‑19 and our Bylaws.
We reserve the right to decline to include in our proxy materials any stockholder’s proposal that does not comply with the rules of the SEC for inclusion therein or the requirements of our Bylaws, as applicable. We will furnish copies of the applicable Bylaw provisions that set forth the requirements for a stockholder’s written notice upon written request to the Corporate Secretary of Repay at the address listed above.
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Table of Contents
ANNEX A
REPAY HOLDINGS CORPORATION
THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
(As Amended and Restated by the Board of Directors Effective as of April 30, 2026 Subject to Approval by the Stockholders on [●])
A-1
Table of Contents
Notwithstanding the foregoing, during the first sixty days after the Grantee’s termination of employment or other service for any reason other than Cause, the Company or an Affiliate shall have the right to re-characterize such termination of employment or service as a termination or dismissal for Cause if such circumstances existed at the time of Grantee’s termination of employment or other service.
A-2
Table of Contents
Notwithstanding the foregoing, in the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, there shall not be a Change of Control unless there is a change in the ownership or effective control of the Company, or in a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code where necessary for such Award to comply with Section 409A of the Code.
A-3
Table of Contents
provided, however, that the foregoing events shall constitute Good Reason only if the Grantee provides the Company with written objection to the event within thirty days following the occurrence thereof, the Company does not reverse or otherwise cure the event within thirty days after receiving that written objection and the Grantee resigns the Grantee’s employment within twenty days following the expiration of the Company’s thirty-day cure period without the Company having reversed or otherwise cured the event.
A-4
Table of Contents
A-5
Table of Contents
A-6
Table of Contents
A-7
Table of Contents
A-8
Table of Contents
A-9
Table of Contents
A-10
Table of Contents
A-11
Table of Contents
A-12
Table of Contents
A-13
Table of Contents
A-14
Table of Contents
A-15
Table of Contents
A-16
Table of Contents
A-17
Table of Contents
A-18
Table of Contents
A-19
Table of Contents
A-20
Table of Contents
ANNEX B
NON-GAAP RECONCILIATIONS
Non-GAAP Financial Measures
This Proxy Statement includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as gain on extinguishment of debt, non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, loss on business disposition and other non-recurring charges. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized revenue growth represents year-over-year revenue growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. Normalized gross profit growth represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Free Cash Flow, Free Cash Flow Conversion, Normalized revenue growth and Normalized gross profit growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.
Reconciliation of Revenue Growth to Normalized Revenue Growth by Segment
For the Year-over-Year Change Between the Year Ended December 31, 2025 and 2024 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Consumer Payments |
|
Business Payments |
|
Total |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Revenue growth |
|
|
2 |
% |
|
|
|
(9 |
%) |
|
|
|
(1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Less: Growth from contributions related to political media |
|
|
— |
|
|
|
|
31 |
% |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Normalized revenue growth |
|
|
2 |
% |
|
|
|
22 |
% |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
B-1
Table of Contents
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA (Unaudited)
|
|
Year Ended December 31, |
|
|
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
($ in thousands) |
2025 |
2024 |
||||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Total Revenue |
|
$ |
309,261 |
|
|
|
$ |
313,042 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Net loss |
|
$ |
(271,088 |
) |
|
|
$ |
(10,345 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Add: |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Interest income |
|
|
(4,061 |
) |
|
|
|
(5,992 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Interest expense |
|
|
13,947 |
|
|
|
|
7,837 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
102,046 |
|
|
|
|
103,710 |
|
|
|
|
) |
|
|
|
) |
|
|
||
|
|
|
|
|
|
|
|
|
||
Income tax benefit |
|
|
(5,869 |
) |
|
|
|
(575 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
EBITDA |
|
$ |
94,671 |
|
|
|
$ |
94,671 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Gain on extinguishment of debt (1) |
|
|
(1,374 |
) |
|
|
|
(13,136 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Non-cash impairment loss (2) |
|
|
242,688 |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Non-cash change in fair value of assets and liabilities (3) |
|
|
13,507 |
|
|
|
|
14,453 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Share-based compensation expense (4) |
|
|
19,031 |
|
|
|
|
25,195 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Transaction expenses (5) |
|
|
1,712 |
|
|
|
|
2,325 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Restructuring and other strategic initiative costs (6) |
|
|
10,135 |
|
|
|
|
12,494 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Other non-recurring charges (7) |
|
|
7,915 |
|
|
|
|
4,718 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Adjusted EBITDA |
|
$ |
128,589 |
|
|
|
$ |
140,810 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Adjusted EBITDA Margin |
|
|
42 |
% |
|
|
|
45 |
% |
|
|
|
|
|
|
|
|
|
|
||
B-2
Table of Contents
Reconciliation of Operating Cash Flow to Free Cash Flow (Unaudited)
|
|
Year Ended December 31, |
|
|
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
($ in thousands) |
|
2025 |
|
2024 |
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
91,112 |
|
|
|
$ |
150,090 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Capital expenditures |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Cash paid for property and equipment |
|
|
(286 |
) |
|
|
|
(989 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Purchases of intangible assets |
|
|
(200 |
) |
|
|
|
(43,864 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Capitalized software development costs |
|
|
(41,497 |
) |
|
|
|
(43,864 |
) |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Total capital expenditures |
|
|
(41,983 |
) |
|
|
|
(44,853 |
) |
|
|
|
) |
|
|
|
) |
|
|
||
|
|
|
|
|
|
|
|
|
||
Free cash flow |
|
$ |
49,129 |
|
|
|
$ |
105,237 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Free cash flow conversion |
|
|
38 |
% |
|
|
|
75 |
% |
|
|
|
|
|
|
|
|
|
|
||
B-3
Table of Contents
ANNEX C
ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Under applicable SEC rules and regulations, members of our Board and nominees for director are, and certain of our executive officers may be deemed, “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting. The following sets forth certain information about such persons (the “Participants”).
Directors, Nominees and Executive Officers
The names of our directors, director nominees and executive officers, each a Participant, are set forth below. The executive officers that may be deemed Participants are Tyler B. Dempsey, General Counsel, and Robert S. Houser, Chief Financial Officer. The principal occupations or employment of each such person is contained in the accompanying Proxy Statement. The business address of each such person is 3060 Peachtree Road NW, Suite 1100, Atlanta, Georgia 30305.
• Tyler B. Dempsey (General Counsel) • Paul R. Garcia • Maryann Goebel • Robert S. Houser (Chief Financial Officer) |
• Peter J. Kight (Chairman of the Board) • John Morris (Chief Executive Officer and Co-Founder of the Company) • Emnet Rios • Richard E. Thornburgh |
Information Regarding Ownership of the Company’s Securities by Participants
The number of securities of the Company beneficially owned by directors and executive officers who are Participants as of the Record Date is set forth under the title “Security Ownership of Certain Beneficial Owners and Management” in the accompanying Proxy Statement.
Information Regarding Transactions in the Company’s Securities by the Participants
The following table sets forth purchases and sales of the Company’s securities by the Participants during the past two years by the persons listed above under the titles “Directors, Nominees and Executive Officers.” None of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
C-1
Table of Contents
Name |
Date |
Title of Security |
Number of |
Transaction Type |
Tyler B. Dempsey |
03/19/2026 |
Class A Common Stock |
(5,723) |
Payment of exercise price or tax liability |
|
03/11/2026 |
Class A Common Stock |
176,056(1) |
Grant, award or other acquisition |
|
03/05/2026 |
Class A Common Stock |
(6,776) |
Payment of exercise price or tax liability |
|
02/23/2026 |
Class A Common Stock |
(2,239) |
Payment of exercise price or tax liability |
|
02/19/2026 |
Class A Common Stock |
(5,471) |
Payment of exercise price or tax liability |
|
03/19/2025 |
Class A Common Stock |
(5,762) |
Payment of exercise price or tax liability |
|
03/05/2025 |
Class A Common Stock |
80,000(1) |
Grant, award or other acquisition |
|
02/24/2025 |
Class A Common Stock |
(1,376) |
Payment of exercise price or tax liability |
|
02/23/2025 |
Class A Common Stock |
(1,911) |
Payment of exercise price or tax liability |
|
02/19/2025 |
Class A Common Stock |
(4,802) |
Payment of exercise price or tax liability |
|
02/12/2025 |
Class A Common Stock |
14,677(2) |
Grant, award or other acquisition |
|
02/12/2025 |
Class A Common Stock |
(5,143) |
Payment of exercise price or tax liability |
Paul R. Garcia |
06/12/2025 |
Class A Common Stock |
34,000(3) |
Grant, award or other acquisition |
|
05/30/2024 |
Class A Common Stock |
17,525(3) |
Grant, award or other acquisition |
Maryann Goebel |
06/12/2025 |
Class A Common Stock |
34,000(3) |
Grant, award or other acquisition |
|
05/30/2024 |
Class A Common Stock |
17,525(3) |
Grant, award or other acquisition |
Robert S. Houser |
03/11/2026 |
Class A Common Stock |
193,661(1) |
Grant, award or other acquisition |
|
09/08/2025 |
Class A Common Stock |
118,243(4) |
Grant, award or other acquisition |
Peter J. Kight |
06/12/2025 |
Class A Common Stock |
50,000(3) |
Grant, award or other acquisition |
|
05/30/2024 |
Class A Common Stock |
25,773(3) |
Grant, award or other acquisition |
John Morris |
03/19/2026 |
Class A Common Stock |
(51,905) |
Payment of exercise price or tax liability |
|
03/11/2026 |
Class A Common Stock |
968,309(1) |
Grant, award or other acquisition |
|
03/05/2026 |
Class A Common Stock |
(38,402) |
Payment of exercise price or tax liability |
|
02/23/2026 |
Class A Common Stock |
(12,140) |
Payment of exercise price or tax liability |
|
02/19/2026 |
Class A Common Stock |
(32,191) |
Payment of exercise price or tax liability |
|
05/15/2025 |
Class A Common Stock |
86,761 |
Open market or private purchase |
|
05/14/2025 |
Class A Common Stock |
163,041 |
Open market or private purchase |
|
03/19/2025 |
Class A Common Stock |
(59,301) |
Payment of exercise price or tax liability |
|
03/05/2025 |
Class A Common Stock |
520,000(1) |
Grant, award or other acquisition |
|
02/24/2025 |
Class A Common Stock |
(11,631) |
Payment of exercise price or tax liability |
|
02/23/2025 |
Class A Common Stock |
(18,386) |
Payment of exercise price or tax liability |
|
02/19/2025 |
Class A Common Stock |
(39,078) |
Payment of exercise price or tax liability |
|
02/12/2025 |
Class A Common Stock |
93,871(2) |
Grant, award or other acquisition |
|
02/12/2025 |
Class A Common Stock |
(28,886) |
Payment of exercise price or tax liability |
|
05/10/2024 |
Class A Common Stock |
(1,028,385)(5) |
Bona fide gift |
Emnet Rios |
06/12/2025 |
Class A Common Stock |
34,000(3) |
Grant, award or other acquisition |
|
05/30/2024 |
Class A Common Stock |
17,525(3) |
Grant, award or other acquisition |
Richard E. Thornburgh |
11/17/2025 |
Class A Common Stock |
(4,500) |
Open market or private sale |
|
06/12/2025 |
Class A Common Stock |
34,000(3) |
Grant, award or other acquisition |
|
05/14/2025 |
Class A Common Stock |
101,265(6) |
Open market or private purchase |
|
05/30/2024 |
Class A Common Stock |
17,525(3) |
Grant, award or other acquisition |
C-2
Table of Contents
Miscellaneous Information Concerning the Participants
Other than as set forth in this Annex C or elsewhere in the accompanying Proxy Statement and based on the information provided by each Participant, none of the Participants or their associates (a) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, or owns of record but not beneficially, any shares of common stock or other securities of the Company or any of its subsidiaries, or (b) beneficially owns, directly or indirectly, securities of any parent or subsidiary of the Company.
Other than as set forth in this this Annex C or elsewhere in the accompanying Proxy Statement and based on the information provided by each Participant, none of the Participants or their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting. In addition, other than as set forth in this this Annex C or elsewhere in the accompanying Proxy Statement and based on the information provided by each Participant, none of the Participants listed above is now, or has been within the past year, a party to any contract, arrangement, or understanding with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. No Participant has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the past ten years.
Other than as set forth in this this Annex C or elsewhere in the accompanying Proxy Statement and based on the information provided by each Participant, neither the Company nor any of the Participants listed above or any of their associates have or will have (a) any arrangements or understandings with any person with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party or (b) a direct or indirect material interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party in which the amount involved exceeds $120,000.
C-3
Table of Contents
PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION
DATED MAY 1, 2026
Table of Contents
PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION
DATED MAY 1, 2026
