tm2210464-1_pre14a - none - 16.6250408s
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12
REPAY HOLDINGS CORPORATION
(Name of Registrant as Specified in its Charter)
   
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[MISSING IMAGE: lg_repay-4c.jpg]
April   , 2022
Dear Stockholder:
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 Wednesday, June 8, 2022, commencing at 10:00 a.m., Eastern Time. To attend the Annual Meeting, you must register in advance at www.viewproxy.com/Repay/2022. 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. Questions related to the Annual Meeting or voting matters can also be submitted in advance by email to virtualmeeting@viewproxy.com or by telephone at 1-866-612-8937. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
All of our stockholders of record at the close of business on April   , 2022 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.viewproxy.com/Repay/2022 prior to the deadline of June 6, 2022 at 11:59 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link and password 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 proxy or voting instructions using one of the voting methods described in the accompanying Proxy Statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions 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.
Sincerely yours,
John Morris
Chief Executive Officer and Director
Peter Kight
Chairman
 

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REPAY HOLDINGS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 8, 2022
Notice is hereby given that the Annual Meeting of Stockholders of Repay Holdings Corporation, a Delaware corporation, will be held virtually on Wednesday, June 8, 2022, at 10:00 a.m., 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 3 of the attached Proxy Statement. You will be required to register in advance at www.viewproxy.com/Repay/2022 prior to the deadline of June 6, 2022 at 11:59 p.m., Eastern Time in order to attend the meeting. There will be no physical location for stockholders to attend. Stockholders only may participate by logging in via the link provided using the password you receive following registration. 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.
At the Annual Meeting, stockholders will be asked to consider and vote upon the following proposals:
1.
To elect three Class III directors for terms expiring at the 2023 Annual Meeting of Stockholders (if Proposal Five is approved) or at the 2025 Annual Meeting of Stockholders (if Proposal Five is not approved);
2.
To approve, on a non-binding advisory basis, the compensation of our named executive officers (as defined in this Proxy Statement);
3.
To ratify the appointment of Grant Thornton, LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022;
4.
To approve and adopt an amendment and restatement of our Omnibus Incentive Plan (the “Amended and Restated Plan”);
5.
To approve and adopt an amendment to our Certificate of Incorporation to declassify the Board of Directors (the “Declassification Amendment”);
6.
To approve and adopt an amendment to our Certificate of Incorporation to remove certain supermajority voting requirements (the “Supermajority Removal Amendment”); and
7.
To transact such other business as may properly come before the meeting or any adjournment thereof.
Our Board of Directors recommends that you vote “FOR” each of the nominees for Class III directors (Proposal One), “FOR” the approval of the compensation of our named executive officers (Proposal Two), “FOR” ratification of the proposed Independent Registered Public Accounting Firm (Proposal Three), “FOR” the approval of the Amended and Restated Plan (Proposal Four), “FOR” the approval of the Declassification Amendment (Proposal Five) and “FOR” the approval of the Supermajority Removal Amendment (Proposal Six).
Our Board of Directors has fixed the close of business on April    , 2022 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments. For 10 days prior to 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. In addition, the list will be available to any stockholder for examination online during the Annual Meeting. Instructions will be provided during the Annual Meeting regarding how to access the list during the Annual Meeting.
If you were a beneficial holder as of April    , 2022 (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 10:00 a.m., Eastern Time, on June 8, 2022. Please allow ample time for online check-in, which will begin at 9:30 a.m., Eastern Time, on June 8, 2022.
 

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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 proxy or voting instructions 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 proxy or voting instructions 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 proxy or voting instructions, please refer to “General Information — Voting Methods” beginning on page 3 of the attached Proxy Statement.
By Order of the Board of Directors,
Tyler B. Dempsey
General Counsel and Secretary
Atlanta, Georgia
April   , 2022
 

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REPAY HOLDINGS CORPORATION
3 West Paces Ferry Road, Suite 200
Atlanta, Georgia 30305
(404) 504-7472
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 8, 2022
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 2022 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 10:00 a.m., Eastern Time, on Wednesday, June 8, 2022. The meeting can be accessed through the link provided using the password you receive 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.viewproxy.com/Repay/2022 prior to the deadline of June 6, 2022 at 11:59 p.m., Eastern Time in order to attend the meeting. There will be no physical location for stockholders to attend. Stockholders only may participate by logging in through the link provided using the password you receive 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 was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias.
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 (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. The term “Board” refers to our Board of Directors.
On or about April   , 2022, we will begin mailing to all stockholders entitled to vote at the Annual Meeting this Proxy Statement and the enclosed proxy materials. Although not part of this Proxy Statement, we will also mail with this Proxy Statement our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, containing our financial statements for the fiscal year ended December 31, 2021.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 8, 2022:
This Proxy Statement and our Annual Report on Form 10-K are available for viewing and downloading at www.viewproxy.com/Repay/2022.
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 Post-Merger Repay Units (as adjusted pursuant to the Exchange
 
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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”) 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.
The close of business on April   , 2022, 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        shares of Class A common stock (including        shares of unvested restricted stock that have voting rights) and      shares of Class V common stock, representing      votes on behalf of Class V common stockholders. There are no cumulative voting rights in connection with the election of directors.
Quorum
For each proposal to be considered at the Annual Meeting, the holders of a majority of the number of shares entitled to vote on such matter at the meeting, present in person or by proxy, will constitute a quorum. Both abstentions and “broker non-votes” will 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.
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 may be uploaded during the registration process or emailed to virtualmeeting@viewproxy.com at the time you register. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person 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 or email the legal proxy to virtualmeeting@viewproxy.com 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 are not a stockholder of record, please understand that we do not know that you are a stockholder or how many shares you own.
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
 
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at www.viewproxy.com/Repay/2022 by June 6, 2022 at 11:59 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link and password that will allow you access to the meeting and to submit questions during the meeting.
To access the Annual Meeting, you will need the event password that will be provided after registration. If you are a holder of record and you have misplaced your virtual control number or event password, please call Alliance Advisors at 1-866-612-8937 or e-mail virtualmeeting@viewproxy.com.
We encourage you to access the Annual Meeting before the start time of 10:00 a.m., Eastern Time, on June 8, 2022. Please allow ample time for online check-in, which will begin at 9:30 a.m., Eastern Time, on June 8, 2022.
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,” as such term is used in this Proxy Statement, 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. 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.
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, by email to virtualmeeting@viewproxy.com or by telephone at 1-866-612-8937. Only questions that are relevant to the matters presented at the Annual Meeting will be addressed during the Annual Meeting as deemed appropriate. Immediately following the Annual Meeting, we will hold a general Q&A regarding our business and our answers to appropriate questions received and not answered during the meeting will be made available on our investor website at investors.repay.com.
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 2022 Notice of Annual Meeting or by calling us at 404-504-7472. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please contact the technical support at Alliance Advisors at 1-866-612-8937 or e-mail virtualmeeting@viewproxy.com.
Voting Methods
The procedures for voting are as follows:
Stockholder of Record.   If you are a stockholder of record, you may vote in person 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 in person, even if you have already voted by proxy. The vote you cast in person will supersede any previous votes that you may have submitted.

By Mail: To vote using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Via the Internet: To vote through the internet, go to www.AALvote.com/RPAY and follow the onscreen instructions. To be counted, your internet vote must be received by 11:59 p.m., Eastern Time, on June 7, 2022.

By Telephone: To vote by telephone, dial toll-free 1-866-804-9616 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from your proxy card or voting instruction form. To be counted, your telephone vote must be received by 11:59 p.m., Eastern Time, on June 7, 2022.
 
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In Person: To vote in person, attend and vote at the virtual Annual Meeting through the link provided following registration (you will need the virtual control number included on your proxy card to vote during the meeting).
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 or emailed to virtualmeeting@viewproxy.com at the time you register. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person 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 or email the legal proxy to virtualmeeting@viewproxy.com 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 three Class III directors for terms expiring at the 2023 Annual Meeting of Stockholders (if Proposal Five is approved) or at the 2025 Annual Meeting of Stockholders (if Proposal Five is not approved), (2) the approval, on an advisory basis, of the compensation of our named executive officers (as defined in this Proxy Statement), (3) the ratification of the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; (4) the approval of the Amended and Restated Plan; (5) the approval of the Declassification Amendment; (6) the approval of the Supermajority Removal Amendment; and (7) 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. Each director nominee was recommended by the Nominating and Corporate Governance Committee of the Board, and all nominees are current directors. The election of directors requires a plurality of the votes cast, and the three nominees receiving the greatest number of votes will be elected. Votes that are withheld and broker non-votes 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, our Board or our 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 (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, 2022, the Audit Committee of the Board will reconsider its selection.
With regard to Proposal Four (Approval of the Amended and Restated Plan), the affirmative vote of a majority of the votes cast is required to approve and adopt the 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.
 
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With regard to Proposal Five (Approval of the Declassification Amendment), the affirmative vote of the holders of at least 6623% of the total voting power of all the then outstanding shares of our capital stock entitled to vote on the matter, voting together as a single class, is required to approve and adopt the Declassification Amendment. Abstentions and broker non-votes, if any, will have the same effect as a vote against this proposal.
With regard to Proposal Six (Approval of the Supermajority Removal Amendment), the affirmative vote of the holders of at least 6623% of the total voting power of all the then outstanding shares of our capital stock entitled to vote on the matter, voting together as a single class, is required to approve and adopt the Supermajority Removal Amendment. Abstentions and broker non-votes, if any, will have the same effect as a vote against this proposal.
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 ratification of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2022 in Proposal Three, “FOR” the approval of the Amended and Restated Plan in Proposal Four, “FOR” the approval of the Declassification Amendment in Proposal Five, “FOR” the approval of the Supermajority Amendment in Proposal Six 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.
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.
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 also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the underlying shares as of
 
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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 Alliance Advisors, at 1-877-777-2857. You may also e-mail requests@viewproxy.com or mail your request to Alliance Advisors, 200 Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003. Any stockholder making such request will promptly receive a separate copy of the proxy materials, and separate copies of all future 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 Alliance Advisors by telephone, e-mail or mail as indicated above.
 
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PROPOSAL ONE:
ELECTION OF DIRECTORS
Our Board is divided into three classes, each serving staggered, three-year terms:

our Class I directors are Shaler Alias, Richard E. Thornburgh and Paul R. Garcia, and their current terms expire at the 2023 Annual Meeting of Stockholders;

our Class II directors are Robert H. Hartheimer, Maryann Goebel and Emnet Rios, and their current terms expire at the 2024 Annual Meeting of Stockholders; and

our Class III directors are William Jacobs, Peter J. Kight and John Morris, and their current terms expire at this year’s Annual Meeting of Stockholders.
The Board is currently fixed at nine members divided into three classes.
Action will be taken at the Annual Meeting for the election of three Class III directors. Mr. Jacobs, Mr. Kight, and Mr. Morris, the nominees listed below, are currently directors of the Company. Each director elected at the Annual Meeting will serve until the 2023 Annual Meeting (if Proposal Five is approved) or until the 2025 Annual Meeting (if Proposal Five is not approved), or until his successor is elected and qualified. Proxies can be voted for only three nominees.
If the Declassification Amendment (Proposal Five) is approved by the Company’s stockholders, (i) the current Class III directors will be elected at the Annual Meeting to serve for a term of one year, (ii) the current Class I directors and Class III directors will be elected at the 2023 Annual Meeting to serve for a term of one year, and (iii) beginning with the 2024 Annual Meeting, all directors will be elected to serve for one year terms at all annual meetings. If the Declassification Amendment (Proposal Five) is not approved by the Company’s stockholders, our Board will remain classified and directors will continue to be elected to serve for three-year terms.
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.
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 and for the continuing directors are set forth below.
Class III Nominees for Election for Terms Expiring at the 2023 Annual Meeting of Stockholders (if Proposal Five is Approved) or at the 2025 Annual Meeting of Stockholders (if Proposal Five is not Approved)
William Jacobs, age 80, has served as a director since the Business Combination. From its formation in September 2016 through the Business Combination, Mr. Jacobs served as a member of the board of directors of Hawk Parent. Mr. Jacobs has served as a director of Global Payments Inc. (NYSE: GPN) (“Global Payments”), a payment processing services company, since 2001, but intends to retire from the Global Payments board following Global Payments’ annual meeting in April 2022, and as chairman of Green Dot Corporation (NYSE: GDOT) (“Green Dot”), a financial services technology company, since June 2016 (and he has served as a director of Green Dot since April 2016). In addition, he currently serves as a member of Global Payments’ governance and nominating committee and compensation committee, served as Lead Independent Director of Global Payments from 2003 to May 2014, served as chairman of the board of directors of Global Payments from June 2014 to September 2019, and has served as one of its business advisors since August 2002, and previously served on its audit committee and as chair of its compensation committee. Mr. Jacobs also served as Interim Chief Executive Officer of Green Dot from January 2020 to March 2020. Since March 2021, Mr. Jacobs has also served as a member of the board of directors of Corsair Partnering Corporation, a special purpose acquisition company sponsored by an affiliate of Corsair Capital LLC. He previously served on the boards of directors of Asset Acceptance Capital Corp., a publicly-traded debt collection company, from 2004 to June 2013, when that company merged with Encore Capital Group, Inc. He also served as a member of the board of directors of Investment Technology Group, Inc., a publicly-traded electronic trading resources company, from June 1994 to March 2008, Alpharma, Inc., a
 
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publicly-traded specialty pharmaceutical company, from May 2002 to May 2006, and as a member of the Board of Trustees of The American University in Washington, D.C. from 1985 to 2001, of which he served as chairman from 1997 to 2001. From 1995 to 2000, Mr. Jacobs served in various senior roles at MasterCard International, including as Senior Executive Vice President. Before joining MasterCard International, Mr. Jacobs co-founded Financial Security Assurance Inc. (FSA), where he served as Chief Operating Officer. Mr. Jacobs has served as an operating partner of Corsair Capital LLC since 2018. We believe Mr. Jacobs is well-qualified to serve on our Board based on his management experience and expertise in the payments and financial services industries.
Peter “Pete” J. Kight, age 66, 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. He has been an Angel Investor and Advisor to Commerce Ventures, a Silicon Valley based venture capital firm focused on investing in innovations in the retail and financial services industries, since 2012. 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 has served as a director of Bill.com Holdings, Inc. (NYSE: BILL), a provider of software that digitizes and automates back-office financial operations since May 2019 and as a director of indie Semiconductor, Inc. (NASDAQ: INDI), an Autotech solutions innovator, from June 2021 to present. 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. 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.
John Morris, age 53, 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. 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.
Class I Directors Continuing in Office until the 2023 Annual Meeting of Stockholders
Shaler Alias, age 42, has served as our President and a director since the Business Combination. He co-founded REPAY LLC in 2006 and has served as its President since 2008. From its formation in September 2016 through the Business Combination, Mr. Alias served as a member of the board of directors of Hawk Parent. Mr. Alias has also been a member of the board of directors of Repay Holdings, LLC since its formation in September 2013. Mr. Alias served as Vice President of Sales of REPAY LLC from 2006 to 2008. Prior to 2006, Mr. Alias co-founded and served as Director of Sales and Marketing for Capital Recovery Solutions, a collection agency that served community banks and consumer finance lenders. We believe that Mr. Alias 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 knowledge of the payments industry.
 
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Richard E. Thornburgh, age 69, has served as a director since the Business Combination. Since December 2011, Mr. Thornburgh has served as a director of S&P Global, Inc. (NYSE: SPGI), a financial information and analytics company, where he serves 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. 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 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. 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. He also previously served a director of Reynolds America Inc. from December 2011 until December 2015. 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.
Paul R. Garcia, age 69, has served as a director since the Business Combination. Mr. Garcia served as chairman and CEO of Global Payments Inc. (NYSE:GPN), 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 UnitedHealthGroup Incorporated (NYSE: UNH) since November 2021. Mr. Garcia also serves as a director of Payment Alliance International. 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. 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.
Class II Directors Continuing in Office until the 2024 Annual Meeting of Stockholders
Robert H. Hartheimer, age 64, has served as a director since June 2018 (including service as a director of Thunder Bridge through the Business Combination). Since 2021, Mr. Hartheimer has served as Chief Compliance Officer and Regulatory Officer of Jasper (formerly known as CreditStacks), a fin-tech credit card originator. Mr. Hartheimer co-founded Jasper in 2015 and previously served as its Chief Regulatory Officer from 2015 to 2020. Mr. Hartheimer has served as a director and chairman of the audit committee of Thunder Bridge Capital Partners III Inc. (NASDAQ: TBCP), a special purpose acquisition company, since February 2021 and as a director and chairman of the audit committee of Thunder Bridge Capital Partners IV Inc. (NASDAQ: THCP) since June 2021. Mr. Hartheimer has also been an independent director of CardWorks, a privately held consumer lender and credit card servicer since 2017 and currently serves as chairman of its audit committee and its compliance and risk committee. Mr. Hartheimer is the Founder and Managing Member of Hartheimer LLC, which provides senior-level consulting services to banks, investment firms and financial services companies on financial, regulatory, strategic and governance matters, since 2008. From 2002 to 2008, Mr. Hartheimer was a Managing Director at Promontory Financial Group, a regulatory consulting firm. In 1991, Mr. Hartheimer joined the Federal Deposit Insurance Corporation, where he and a small team created the Division of Resolutions to analyze and sell failed banks. He went on to serve as the Director of that division. Mr. Hartheimer’s other past positions include senior roles at investment banks, including Merrill Lynch, Smith Barney and Friedman Billings Ramsey. Since 1997, Mr. Hartheimer previously served on six corporate boards of directors, including: Thunder Bridge Acquisition II, Ltd. (NASDAQ: THBR), a former special purpose acquisition company, where he served as chairman of the audit committee, from 2019 to June 2021; Lending Club Asset Management, an investment management subsidiary of a fin-tech lending firm, (NYSE: LC) from 2016 to 2019; and, Higher One Holdings,
 
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a financial technology company, (NYSE: ONE), where he served as chairman of the risk committee, from 2012 to 2016. We believe that Mr. Hartheimer is well-qualified to serve on our Board because he brings to it his extensive experience in the financial services industry, the bank regulatory community and investment banking.
Maryann Goebel, age 71, 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 and enterprise risk management 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 currently serves on the Arts and Sciences Advisory Board of Worcester Polytechnic Institute. In 2017, Ms. Goebel was awarded the CERT Certificate in Cybersecurity Oversight by the NACD. 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.
Emnet Rios, age 44, has served as a director since January 2022. Since July 2018, Ms. Rios has served as Chief Financial Officer of Digital Asset Holdings, LLC (“Digital Asset”), which designs and delivers distributed ledger technology products for the financial services, healthcare, supply chain and insurance industries. Since July 2019, she has also served as Chief Operating 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). We believe that Mr. Rios is well-qualified to serve as a member of our Board because of her extensive combined experience of leading the finance and operations functions of high growth organizations and her background in both the financial services and technology industries.
The Board recommends a vote “FOR” all nominees
listed in Proposal One for election.
 
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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 biographies of Messrs. Morris and Alias are provided above under “Proposal One: Election of Directors.”
Name
Age
Position
John Morris
53
Chief Executive Officer and Co-Founder, Director
Shaler Alias
42
President and Co-Founder, Director
Naomi Barnett
31
Executive Vice President, Human Resources
Tyler B. Dempsey
48
General Counsel
David Guthrie
55
Chief Technology Officer
Michael F. Jackson
58
Chief Operating Officer
Jacob H. Moore
34
Executive Vice President, Corporate Development and Strategy
Timothy J. Murphy
40
Chief Financial Officer
Susan Perlmutter
58
Chief Revenue Officer
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.
Michael “Mike” F. Jackson has served as Chief Operating Officer since the Business Combination and as Chief Operating Officer of REPAY LLC since October 2016. Prior to joining REPAY LLC, Mr. Jackson served in numerous executive roles for enterprise software and payment service providers, including as Senior Vice President, Business Unit Head Cash Management at D+H Ltd. (now known as Finastra), a global payments and lending technology provider, from January 2014 to June 2016 and as Vice President and the Head of EBPP Business/Community Financial Services for ACI Worldwide, Inc. a provider of electronic payments solutions, from August 2012 to December 2013. Prior to ACI Worldwide, Inc., Mr. Jackson worked for S1 Software Corp., from 2008 to 2012, until it was acquired by ACI Worldwide, Inc. Prior to 2008, he worked for the U.S.-based Regions Financial Corporation, where he was responsible for card and merchant services, internet banking and online products and services as Executive Vice President of Alternative Delivery, and President of the Internet Bank.
Jacob “Jake” H. Moore has served as our Executive Vice President, Corporate Development and Strategy since March 2020. From January 2018 to March 2020, Mr. Moore served as the Head of Corporate Development for REPAY LLC. Previously, Mr. Moore served as Vice President, Corporate Development
 
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of REPAY LLC from January 2017 to December 2017. Before joining REPAY LLC, Mr. Moore was a private equity investment professional, serving as a Senior Associate at BlueArc Capital Management from May 2016 to January 2017 and as an Associate at Trinity Hunt Partners from March 2012 to June 2014. From 2010 to 2012, Mr. Moore was an investment banker in the Mergers and Acquisitions Group at SunTrust Robinson Humphrey.
Timothy “Tim” J. Murphy has served as our Chief Financial Officer since the Business Combination and as Chief Financial Officer of REPAY LLC since January 2014. Mr. Murphy has been a member of the board of directors of Repay Holdings, LLC since September 2016. He oversees our financial operations including accounting, tax, treasury, financial planning, reporting and investor relations. Prior to joining REPAY LLC, Mr. Murphy served as Director of Corporate Development for Amaya Gaming Group Inc. (now known as The Stars Group Inc.), a Canadian online and mobile gaming and interactive entertainment company, from January 2013 to January 2014. Mr. Murphy previously served as Director of Finance for Cadillac Jack, Inc., a company engaged in the design, development, and supply of electronic gaming machines, from August 2009 to December 2012. Mr. Murphy began his professional career as an investment banker at Credit Suisse.
Susan Perlmutter has served as Chief Revenue Officer since the Business Combination and as Chief Revenue Officer of REPAY LLC since January 2016. Ms. Perlmutter previously served as Chief Revenue Officer at Sigma Payment Solutions, Inc. (“Sigma”), a provider of electronic payment solutions to the automotive finance industry, from October 2012 to January 2016, and joined Repay LLC when it acquired Sigma in January 2016. In connection with its acquisition of Sigma, REPAY LLC agreed to retain Ms. Perlmutter’s services as its Chief Revenue Officer. Prior to Sigma, Ms. Perlmutter held various positions with PAYTEK Solutions, LLC a provider of payment processing services, from February 1995 to February 2011.
 
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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 Securities and Exchange Commission (“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 2021, 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 nine members, seven of whom qualify as independent within the meaning of the independent director guidelines of Nasdaq. On December 6, 2021, the Board voted to increase the number of directors from eight to nine, effective as of January 1, 2022. To fill the vacancy caused by the increase of the Board size, the Board appointed Emnet Rios as a member of the Board on December 6, 2021, effective as of January 1, 2022, to serve as a Class II director with a term ending at the 2024 Annual Meeting.
Our Board is divided into three staggered classes of directors. At each annual meeting of its stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. If the Declassification Amendment is approved, we will transition the entire Board to annual election, and each director elected at and after the Annual Meeting will be elected to one-year terms. This will result in a fully declassified Board by the 2024 Annual Meeting. If the Declassification Amendment is not approved by the Company’s stockholders, our Board will remain classified and directors will continue to be elected to serve for three-year terms.
Our 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. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. Classification of our Board may have the effect of delaying or preventing changes in control.
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 serve 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.
Our Board consists of industry veterans and influential leaders in the financial services and payments industries. The table below demonstrates how each of our current directors brings extensive experience, deep industry knowledge, unique expertise and fresh perspective to the Board.
 
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[MISSING IMAGE: tm2210464d1-tbl_exper4clr.jpg]
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 key consideration in the director nominee process. In determining whether to recommend a director nominee, the committee members consider and discuss diversity, among other factors, with a view toward the needs of the Board as a whole. The committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional background, education, skill and other 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. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
 
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[MISSING IMAGE: tm2210464d1-tbl_board4clr.jpg]
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 eight times during the fiscal year ended December 31, 2021. 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. All of our directors serving at the time attended our 2021 Annual Meeting.
Board Committees.   Our Board has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Technology Committee. The composition and responsibilities of each of the committees of our Board is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board.
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:

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year-end financial statements;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing our policies on and oversees risk assessment and risk management, including enterprise risk management;
 
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reviewing the adequacy and effectiveness of internal control policies and procedures and our disclosure controls and procedures; and

approving or, as required, pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
The Audit Committee met five times during the fiscal year ended December 31, 2021. The current members of the Audit Committee are Paul R. Garcia, Robert H. Hartheimer and Emnet Rios. Emnet Rios was appointed to serve as a member of the Audit Committee on April 1, 2022. Robert H. Hartheimer 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 Mr. Hartheimer 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 the heading “Corporate Governance.” The committee is responsible for, among other things:

reviewing, approving and determining the compensation of our officers and key employees;

reviewing, approving and determining the compensation and benefits, including equity awards, to directors for service on our Board or any committee thereof;

administering our equity compensation plans;

reviewing, approving and making recommendations to our Board regarding incentive compensation and equity compensation plans; and

establishing and reviewing general policies relating to compensation and benefits of our employees.
The Compensation Committee met five times during the fiscal year ended December 31, 2021. The current members of the Compensation Committee are Paul R. Garcia, William Jacobs and Richard E. Thornburgh. Richard E. Thornburgh was appointed to serve as a member of the Compensation Committee on April 1, 2022. William Jacobs serves as chairperson of the Compensation Committee. Each of the members of our Compensation Committee meet the requirements for independence under the 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:

identifying, evaluating and selecting, or making recommendations to the Board regarding, nominees for election to the Board and its committees;

evaluating the performance of our Board and of individual directors;

considering and making recommendations to our Board regarding the composition of our Board and its committees;

reviewing developments in corporate governance practices;

evaluating the adequacy of the corporate governance practices and reporting, including our ESG practices described below;

reviewing related person transactions; and

developing and making recommendations to our Board regarding corporate governance guidelines and matters.
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
 
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qualifications, expertise and characteristics, including such factors as business experience and diversity. 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 Governance Guidelines. It also takes into account specific characteristics and expertise that it believes will enhance the diversity 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 this evaluation. 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 our 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.
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 four times during the fiscal year ended December 31, 2021. The current members of the Nominating and Corporate Governance Committee are William Jacobs, Peter J. Kight and Richard E. Thornburgh. Peter J. Kight serves as chairperson of the Nominating and Corporate Governance Committee. Each of the members of the Nominating and Corporate Governance Committee meet 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:

managing the risks associated with information technology, information and data security, cybersecurity, data privacy, disaster recovery and business continuity;

establishing guidelines, policies, controls and procedures for monitoring and mitigating such technology risks;

reviewing technology risk reports with management with respect to corrective actions for deficiencies;

evaluating, and making recommendations to our Board regarding, the effectiveness of our risk assessment processes; and

reviewing, and making recommendations to our Board regarding, our technology strategy, budget and key initiatives, and our technology position relative to our competitors.
The Technology Committee met four times during the fiscal year ended December 31, 2021. The current members of the Technology Committee are Maryann Goebel, Peter J. Kight and Emnet Rios. Emnet Rios was appointed to serve as a member of the Technology Committee on April 1, 2022. Maryann Goebel serves as chairperson of the Technology Committee. Each of the members of our Technology Committee meet the requirements for independence under the under the applicable rules of Nasdaq.
 
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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. Hartheimer, Jacobs, Thornburgh, Kight and Garcia are “independent directors” as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Exchange Act. Messrs. Morris and Alias are 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:
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:

role and responsibility of the Board;

independence of the Board;

director qualifications;

committees of the Board;

director orientation and continuing education;
 
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expectations of directors;

limitations on other board service;

management succession planning;

evaluation of Board performance; and

communications with stockholders.
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.
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 “Environmental, Social and Governance Matters.”
We believe the division of risk management responsibilities described above is an effective approach for addressing the risks that we face.
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), and Mr. Dempsey advises the Compensation Committee on legal matters and prepares documents for the Compensation Committee’s consideration. In addition, these officers answer questions posed by the committee. Also, the Board has delegated authority to Repay’s Chief Executive Officer to grant equity awards to employees other than executive officers, subject to certain parameters.
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.
 
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Restrictions on Short Sales or Speculative Transactions by All Directors and Employees.   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 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.   Our current Board leadership structure separates the positions of Chief Executive Officer and Chairperson of the Board, although we do not have a corporate policy requiring that structure. The Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. Our Chief Executive Officer, who is also a member of our Board, is primarily responsible for our operations and strategic direction, while our Board Chairperson, who is an independent member of the Board, is primarily focused on matters pertaining to corporate governance, including management oversight and strategic guidance. The Board believes that this is the most appropriate structure at this time but will make future determinations regarding whether or not to separate the roles of Chair and Chief Executive Officer based on then-current circumstances.
Under our Corporate Governance Guidelines, when the Chairperson of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” 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.” Currently, John Morris serves as our Chief Executive Officer, and the independent Chairman position is held by Peter J. Kight. Therefore, we do not currently have a Lead Director. We believe that the structure of our Board and its committees provides strong overall management of the Company.
Policy for Director Attendance at Annual Meetings.   Under our Corporate Governance Guidelines, each director is strongly encouraged 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, 3 West Paces Ferry Road, Suite 200, 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.
 
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Environmental, Social and Governance 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 the long-term interests of our stockholders. Our environmental, social and governance (“ESG”) 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 ESG matters and approach, including ESG related risks. We also have a Sustainability Working Group, consisting of internal and external resources, to assess the ESG factors related to our business. The Nominating and Corporate Governance Committee regularly engages with the Sustainability Working Group and executive management as ESG initiatives are identified and implemented. The Board maintains transparent communication with the Sustainability Working Group and the executive management team and receives regular reports from the Nominating and Corporate Governance Committee.
As we grow and as ESG best practices evolve, we regularly evaluate our ESG approach. Together with our executive management team, the Sustainability Working Group analyzes our business and identifies relevant ESG factors for evaluation and disclosure. The analysis includes dialogue with certain of our institutional stockholders and review of the practices of our peer companies. In March 2021, we publicly released our inaugural Corporate Sustainability Report, which discusses our environmental and social responsibility and sustainability programs and practices. This report focuses on environmental, social and governance initiatives. In advance of the Annual Meeting, we intend to update the report to include more detailed disclosures across our ESG initiatives and demonstrate stronger alignment with the Sustainability Accounting Standards Board (SASB) Standards. We plan to provide annual updates to the report going forward to ensure transparency in our approach to governing ESG matters. 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 will continue to evolve our ESG program in a manner that is beneficial to the Company and our stakeholders.
 
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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 2021 and particularly with regard to the audited consolidated financial statements as of December 31, 2021 and December 31, 2020 and for the three years ended December 31, 2021.
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 five times during the year ended December 31, 2021.
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, 2021, 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 services during the fiscal year ended December 31, 2021 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.
 
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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, 2021 for filing with the SEC.
Submitted by the Audit Committee:
Robert H. Hartheimer, Chairman
Paul R. Garcia
Emnet Rios
 
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) outlines our compensation programs, practices and objectives for our 2021 named executive officers (“NEOs”) listed below and discusses how the compensation committee of the Board (the “Compensation Committee”) arrived at the compensation decisions for 2021.
Name
Title
John Morris Chief Executive Officer (“CEO”)
Shaler Alias President
Timothy J. Murphy Chief Financial Officer
Tyler B. Dempsey General Counsel
Jacob “Jake” H. Moore Executive Vice President, Corporate Development and   Strategy
Executive Summary
2021 Business Highlights
2021 was another successful year of growth for REPAY. Early in 2021, we consummated a concurrent common stock and convertible notes offering that raised total gross proceeds of approximately $590 million. Throughout the balance of 2021, we utilized a portion of those proceeds to make three acquisitions (including BillingTree, which is our largest acquisition date). We also experienced strong organic growth. Highlights related to our results of operations for the year ended December 31, 2021 include:

Card payment volume was $20.5 billion, an increase of 35% over the full year 2020

Total revenue was $219.3 million, a 41% increase over the full year 2020

Gross profit was $163.8 million, an increase of 44% over the full year 2020

Adjusted EBITDA was $93.2 million, an increase of 57% over the full year 2020

Adjusted Net Income was $73.0 million, an increase of 100% over the full year 2020

Adjusted Net Income per share was $0.80
Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share are non-GAAP financial measures. Beginning with the fourth quarter of 2021, we changed the definitions of our non-GAAP financial measures to simplify the presentation and enhance comparability between periods. The non-GAAP information provided above reflects these revised definitions. Please refer to p. 44 of our Annual Report on Form 10-K for reconciliations to GAAP measures and further information.
2021 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 majority of NEO compensation is variable (93% of target compensation for our CEO and an average of 80% of target compensation for our other NEOs). In addition, our pay mix is heavily weighted in equity (90% of target compensation for our CEO and an average of 62% of target compensation for our other NEOs), which we believe links the interests of the NEOs with long-term stockholder value creation. The following charts show the mix of total target compensation in 2021 for our CEO and the average of all other NEOs.
 
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[MISSING IMAGE: tm2210464d1-pc_ceo4c.jpg]
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 2021:
Name
Base
Salary
($)
% of
Total
Target
Short-
Term
Cash
Incentive
($)
% of
Total
Target
Long-
Term
Equity
Incentives
($)
% of
Total
Total
John Morris
355,000 7% 177,500 3% 4,750,000 90% 5,282,500
Shaler Alias
314,150 23% 157,075 11% 904,000 66% 1,375,225
Timothy J. Murphy
283,250 14% 212,438 10% 1,590,313 76% 2,086,000
Tyler B. Dempsey
350,000 26% 175,000 13% 845,000 62% 1,370,000
Jacob H. Moore
206,000 19% 403,000(1) 37% 480,000 44% 1,089,000
(1)
Includes $300,000 in anticipated “Deal Bonuses” provided for in Mr. Moore’s employment agreement (described below).
Greater detail regarding the compensation of our NEOs can be found within the 2021 Summary Compensation Table.
 
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Consideration of Results of Stockholder Advisory Vote on Executive Compensation
The Compensation Committee monitors the results of the “Say-on-Pay” vote and considers those results along with the objectives listed below in determining compensation policies. At the 2021 Annual Meeting, approximately 98% of the votes cast were in support of the compensation described in our 2021 proxy statement. The Compensation Committee interpreted this vote result as an indication of support for our fiscal 2020 compensation program.
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. The Compensation Committee believes this is best effectuated by designing compensation programs and policies to achieve the following primary objectives:

attract, retain and motivate our highly-talented executive team;

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

promote the achievement of key financial and strategic milestones.
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
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Heavy emphasis on variable and performance-based compensation
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Engage an independent compensation consultant
[MISSING IMAGE: tm2121240d1-icon_cross4c.jpg]
No significant perquisites
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Stock ownership guidelines
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Fully independent compensation committee
[MISSING IMAGE: tm2121240d1-icon_cross4c.jpg]
No incentives that encourage excessive risk-taking
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Anti-hedging/pledging policy
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Capped annual and long-term incentive programs
[MISSING IMAGE: tm2121240d1-icon_cross4c.jpg]
No tax gross ups
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Mix of short-term and long-term incentives and performance metrics
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Double trigger change in control cash severance benefits and equity vesting
[MISSING IMAGE: tm2121240d1-icon_cross4c.jpg]
No guaranteed incentive payments
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Annual risk assessments
[MISSING IMAGE: tm2121240d1-icon_tick4c.jpg]
Clawback policy
Promote the Achievement of Key Milestones
The Compensation Committee believes compensation should be linked to actual performance and individual contributions. The Compensation Committee has worked to create an environment where performance is expected and rewarded. Our compensation program is designed to provide significant performance-based compensation, including cash and equity compensation that is variable and based on our actual results and our executives’ individual performance, as compared to fixed or guaranteed compensation.
 
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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 Awards
Cash (Variable)(1)
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)
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.
(1)
While typically paid in cash, a portion of the 2021 AIP was paid in shares of Class A common stock.
Base Salary
Base salary generally provides an annual fixed 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 Annual Incentive Plan (“AIP”). 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 75% of base salary (50% to 100% for 2022). 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.
Annual Performance-Based and Service-Based Equity Awards
Equity awards are a significant component of our NEO compensation. Under the terms of our Omnibus Incentive Plan, effective as of July 11, 2019 (the “2019 Plan”), the Compensation Committee has the authority to annually grant equity to our NEOs, which it has done since the Business Combination. The 2019 Plan is intended to recognize the contributions made to the Company by our employees and directors, to provide such persons with additional incentive to devote themselves to our future success, and to improve our ability to attract, retain, and motivate individuals upon whom our sustained growth and financial
 
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success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.
In approving long-term equity incentives as part of the total target compensation, the Compensation Committee focuses on the nature of the NEO’s services and responsibilities, the NEO’s present and potential contribution to the Company’s success and such other factors it may deem relevant. The Compensation Committee also believes that linking the personal financial interests of our NEOs to the Company’s long-term performance discourages excessive risk taking and supports creation of sustainable stockholder value.
We typically grant annual equity awards to the NEOs at the regularly-scheduled meeting of the Compensation Committee held in the first quarter of the fiscal year to align the timing close to the annual performance evaluations of NEOs. The date of such meeting is set up approximately a year in advance and coincides with the Board’s review of year-end financial results. The grant date of the equity awards is the date such award is approved by the Compensation Committee. Equity awards may also be made by the Compensation Committee from time to time to incentivize and reward certain performance and to provide additional retention value.
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.
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:

CEO evaluation of employee performance (other than for the CEO);

preparing information for Compensation Committee meetings;

recommending business performance targets and objectives;

providing background information regarding our strategic objectives; and

recommending salary levels and equity awards.
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, and our General Counsel advises the committee on legal matters and prepares documents for the Compensation Committee’s consideration. Also, our Executive Vice President — Human Resources provides the Compensation Committee with details with respect to the operation of our various compensation and benefit plans. The CEO presents to the Compensation Committee the individual goals for the NEOs (other than the CEO) and an analysis of the achievement of those goals. 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.
 
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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 2021, 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 2021 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 2021.
Peer Group Analysis
The Compensation Committee regularly reviews benchmarking and market surveys in order to ensure that our compensation is competitive with that of our peers. The Compensation Committee also considers analysis and surveys by third parties for comparative purposes in order to gain a better understanding of compensation practices and trends in the market.
Our compensation consultant provides the Compensation Committee with general market surveys and other information related to the general market for executive compensation, including best practices and emerging trends. Additionally, in 2021, FW Cook provided information derived from the proxy statements of our peer group of 14 companies, which includes publicly traded companies providing financial technology products and services with similar revenues, earnings and/or market capitalizations. FW Cook also referred to another industry survey covering the broader technology industry as an additional market resource. The peer companies referred to for evaluation of our 2021 NEO compensation included the following:
ACI Worldwide, Inc.
Bill.com Holdings, Inc.
Bottomline Technologies (de), Inc.
Cass Information Systems, Inc.
Everi Holdings Inc.
EVERTEC Inc.
EVO Payments, Inc.
Green Dot Corporation
GreenSky, Inc.
i3 Verticals, Inc.
International Money Express, Inc.
Priority Technology Holdings, Inc.
Q2 Holdings, Inc.
Verra Mobility Corporation
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 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 2021.
Named Executive Officers’ Compensation in 2021
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
 
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marketplace. The Compensation Committee met in February of 2021 to determine the base salaries for our NEOs for 2021 and determined that base salaries should remain at the same levels as set in 2020 as set forth in the table below.
Base salaries for our NEOs at the end of fiscal 2021, compared to their base salaries in effect at the end of fiscal 2020, are set forth below:
Name
2021 Base Salary ($)
2020 Base Salary ($)
% Change
John Morris
355,000 355,000 0%
Shaler Alias
314,150 314,150 0%
Timothy J. Murphy
283,250 283,250 0%
Tyler B. Dempsey
350,000 350,000 0%
Jacob H. Moore
206,000 206,000 0%
Annual Performance-Based Cash Incentives
For 2021, our NEOs were entitled under their employment agreements to participate in the AIP with the following targets, expressed as a percentage of base salary: Mr. Morris, 50%; Mr. Alias, 50%; Mr. Murphy, 75%; Mr. Dempsey, 50%; and Mr. Moore, 50%. These AIP targets are consistent with the target levels for those individuals in 2020. In February 2022, the Compensation Committee determined to increase Mr. Morris’s target percentage to 100% to ensure Mr. Morris’s compensation mix remained competitive with the market.
The Compensation Committee establishes AIP targets during the first quarter of the fiscal year. Individual performance results are also factored into the AIP opportunity. For fiscal year 2021, the Compensation Committee established the performance goals under AIP as (i) a financial goal of Adjusted EBITDA (weighted at 75%) and (ii) an individual goal (weighted at 25%) to provide for appropriate annual incentives to management. For 2021, the Compensation Committee established an Adjusted EBITDA target of $80.0 million, with a threshold of $75.0 million (94% of the target) and a maximum of $85.6 million (107% of the target). The Adjusted EBITDA targets were set under the previous definition of Adjusted EBITDA, which included an adjustment for commission restructuring charges. If actual Adjusted EBITDA performance does not meet the threshold, no award will be earned for the financial goal. If the actual Adjusted EBITDA performance reaches the threshold, the award earned for the 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 Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. The Compensation Committee makes each assessment taking into consideration the quality and effectiveness of each NEO’s leadership and their respective contribution to Repay’s financial and operational success, as well as the totality of the executive’s performance. In evaluating the individual performance of the NEOs for 2021, the Compensation Committee considered the individual achievements of each NEO, including the following, among others:
John Morris

Led the executive team to a successful 2021, including completion of acquisitions of BillingTree, Kontrol and Payix

Oversaw creation of internal organizational model to better align employee expertise within Company verticals

Successfully scaled the Company by adding critical new roles, which resulted in 266 new employees, including 161 new team members from our three acquisitions and promoted 34 team members, in addition to growing the outsourced development team in Ireland

Successfully completed the integrations of CPS, cPayPlus and Kontrol Payables

Completed $590 million concurrent offering of convertible notes and common stock
 
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Added 98 new software partners in 2021, bringing the Company to 222 integrations

Led and oversaw launch of cross-selling of AP automation product

Created succession plans for key executive positions

Managed the transition of the Company’s Chief Technology Officer

Led recruitment of new independent director

Implemented the Employee Stock Purchase Plan to align employee priorities with stockholder interests
Shaler Alias

Successfully negotiated favorable pricing and incentives relating to various payment network and sponsor bank relationships

Facilitated introductions and fostered relationships with new clients, resulting in the execution of long-term agreements and increases in gross profit annually

Sourced and hired a Repay Clearing & Settlement (RCS) salesperson and assisted with RCS employee retention efforts

Renegotiated Instant Funding bank sponsorship in Canada

Successfully negotiated contract extensions on key customer contracts

Led negotiations for TSYS agreement extensions

Managed operational consolidation of BINs that resulted in a reduction in payment network fees

Oversaw the RCS Technical Roadmap for 2022

Led the RFP process for a front end authorization platform

Developed a roadmap for the Company’s PayFac solution

Achieved 2021 RCS budget
Timothy J. Murphy

Completed concurrent convertible notes and common equity offerings for total size of $590 million

Successfully retired the existing term loan, upsized the revolver to $125 million, and then later upsized the evolver again from $125 million to $185 million

Completed the acquisitions of BillingTree, Kontrol and Payix

Consolidated accounting for acquired entities, and placed more focus on internal audit efforts to support the financial statement audit with Grant Thornton

Nominated for Atlanta Chief Financial Officer of the Year award

Gained coverage from two new research analysts

Completed over 120 investor meetings and calls, interacting with over 330 investors, and attended 21 investor conferences and events

Made significant progress on BillingTree integration, including launching a formal initiative with KPMG

Contributed significant input to development of internal employee vertical-focused organizational model

Helped facilitate new partnership and minority equity investment in Veem

Supported ongoing business development efforts with existing banks and customers

Hired new key team members across accounting and FP&A
 
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Successfully completed the 2020 audit

Completed several IR initiatives, including BillingTree and B2B webcasts and supported PR initiatives
Tyler B. Dempsey

Managed legal due diligence and transaction documentation for acquisitions of BillingTree, Kontrol and Payix

Led preparation of inaugural Corporate Sustainability Report

Led preparation of first proxy statement as “Large Accelerated Filer” for SEC purposes

Managed legal and governance aspects of new independent director appointment

Oversaw legal aspects of design, drafting and implementation of Employee Stock Purchase Plan

Oversaw legal aspects of minority investment in Veem

Managed legal and governance aspects of execution compensation programs, including executive team promotions and Chief Technology Officer transition

Oversaw legal aspects of $590 million concurrent offering of convertible notes and common stock, which involved the filing of an S-3 registration statement

Led preparation of $750 million universal shelf registration statement

Oversaw legal aspects of completion of new $125 million revolving credit facility, which was later upsized to $185 million

Re-organized the legal department to track the Company’s targeted verticals

Managed transition of Vice President of Merchant Risk and Compliance
Jacob “Jake” H. Moore

Completed acquisitions of BillingTree, Kontrol and Payix

Finalized 2021 in-year earnout deliverables for Ventanex and cPayPlus acquisitions

Continued to build our acquisition pipeline and develop relationships with relevant intermediaries

Successfully completed a minority investment transaction in Veem

Developed and delivered the 2021 Strategic Initiatives document and tracked progress throughout the year

Created internal organizational model to better align employee expertise within Company verticals, along with multiple other strategy initiatives

Led the process that resulted in the hiring of the Senior Director of FP&A to further segment FP&A from the Corporate Development and Strategy team

Participated in interviews relating to the Chief Financial Officer succession planning initiative

Participated in and attached numerous IR conferences and non-deal roadshows

Developed and delivered the B2B webcast

Designed and delivered the Sales Quota Analysis to highlight sales goals through year end 2021

Upsized revolver capacity in connection with the Payix acquisition

Provided support for our 2021 budgeting process
For 2021, Adjusted EBITDA (under the previous definition) was $95.7 million (resulting in a payout of 200% of the target for that objective) and the Compensation Committee determined the performance objectives based on achievement of individual performance goals was at 100% for each NEO. In determining
 
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the achievement of individual performance goals, in addition to the matters summarized above, the Compensation Committee considered the continued strong performance of the Company in an ongoing challenging environment. As a result, the Compensation Committee approved awards under the AIP for 2021 to be granted at 175% of target for each NEO.
Performance Objective:
Adjusted EBITDA
Individual Performance
Weighting among performance objectives:
75%
25%
Threshold
$75.0 million
25%
Target
$80.0 million
100%
Maximum
$85.6 million
200%
% Achieved for 2021:
200%
100%
Overall payout for 2021:
175%
Notwithstanding the establishment of the performance components and the formula for determining the AIP awards as described above, the Compensation Committee had the ability to exercise positive or negative discretion at the end of the performance period to address any unforeseen items (such as acquisitions, litigation, etc.) or as otherwise warranted under the circumstances. The Compensation Committee considered the impact of the 2021 acquisitions on the Adjusted EBITDA performance. The Compensation Committee determined that it would not make any adjustments to exclude the impact of any of the acquisitions for purposes of the 2021 AIP awards. However, the Compensation Committee determined to pay the 2021 AIP awards in a mix of cash and equity in the form of a fully-vested grant of Class A common stock with a 12-month holding period requirement. 100% of the target bonus was paid in cash, and the balance was paid in equity.
The target and actual annual performance-based incentives awards for each NEO under the 2021 AIP are detailed below:
Name
Target Bonus
Opportunity ($)
% of
Base Salary
Actual 2021 AIP
Cash Bonus
Awards ($)
Actual 2021 AIP
Equity Bonus
Awards ($)(1)
John Morris
177,500 50% 177,500 133,125
Shaler Alias
157,075 50% 157,075 117,806
Timothy J. Murphy
212,438 75% 212,438 159,328
Tyler B. Dempsey
175,000 50% 175,000 131,250
Jacob H. Moore
103,000(2) 50% 103,000 77,250
(1)
The 2021 AIP awards paid in equity awards were granted on March 11, 2022. The number of shares of Class A common stock received by each NEO were as follows: Mr. Morris, 9,795 shares; Mr. Alias, 8,668 shares; Mr. Murphy, 11,723 shares; Mr. Dempsey, 9,657 shares; and Mr. Moore, 5,684 shares. As noted above, such shares were fully-vested at grant but are subject to a 12-month holding period.
(2)
Does not include Deal Bonus provided for in Mr. Moore’s employment agreement (described below).
In addition to the 2021 AIP bonus payments described above, Jacob Moore’s employment agreement provided that he is eligible to receive a cash bonus award (each, a “Deal Bonus”) for each acquisition (as defined in Mr. Moore’s employment agreement) completed by the Company, subject to certain terms and conditions. The transactions giving rise to payment of the Deal Bonuses provided in the employment agreement were specifically selected as being meaningful to our strategic objectives and also required the expenditure of significant effort on the part of Mr. Moore and his team to achieve. The amount of each Deal Bonus is based on the total consideration (as defined in Mr. Moore’s employment agreement) of the applicable acquisition. For 2021, Mr. Moore’s Deal Bonus structure was as follows:
Consideration
Deal Bonus Amount
Less than $25 million
$ 75,000
Equal to or greater than $25 million, but less than $50 million
$ 100,000
 
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Consideration
Deal Bonus Amount
Equal to or greater than $50 million, but less than $75 million
$ 125,000
Equal to or greater than $75 million, but less than $300 million
$ 150,000
Equal to or greater than $300 million
$ 300,000
For each subsequent year, the Deal Bonus amount established for each tier of consideration above is subject to adjustment by our Board or the Compensation Committee. Under the terms of Mr. Moore’s employment agreement, each Deal Bonus shall be paid in full within five business days after the closing of the applicable acquisition. For the year ended December 31, 2021, Mr. Moore earned an aggregate of $600,000 as Deal Bonuses for the acquisitions of BillingTree, Kontrol and Payix and the Company’s investment in Veem.
Long-Term Equity Incentives
During 2021, we granted two types of equity awards to NEOs under the 2019 Plan: time-vested restricted stock and performance-vested restricted stock units. For the NEOs, the Compensation Committee determined to make 50% of the annual equity award in time-vested restricted stock and 50% in performance-vested restricted stock units. In developing this mix of 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 equity 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 2021, the Compensation Committee established a Total Shareholder Return (“TSR”) performance measure, which we believe further aligns the executive’s interests with those of our stockholders. TSR is defined as stock price appreciation assuming 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. 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 Award Earned
75th percentile or higher
200%
50th percentile
100%
25th percentile
50%
Below 25th percentile
0%
The award earned for results between the threshold and the maximum of the target is calculated using straight-line interpolation. The achievement of the performance goals for the performance-based equity awards granted in 2021 will be determined in early 2024.
In determining the size of the dollar value of 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 annual grant of equity incentives were awarded to our NEOs in 2021 as provided below.
 
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Name
Time-Based Restricted
Stock
Performance-
Vested
Restricted
Stock Units
John Morris
103,984 103,984
Shaler Alias
19,790 19,789
Timothy J. Murphy
34,814 34,814
Tyler B. Dempsey
18,498 18,498
Jacob H. Moore
10,508 10,507
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. The ownership threshold for the CEO has been established as 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 that directors own equity equal to five times the annual cash retainer within five years of appointment to the Board.
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. All of our executive officers and directors are currently in compliance with these stock ownership guidelines.
Clawback Policy
The 2019 Plan includes a clawback provision, pursuant to which we may recover the unearned portion of cash-based or equity-based compensation granted under the 2019 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.
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.
 
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Employment Agreements
We have entered into employment agreements with our executive officers, as described below. For Messrs. Morris, Alias and Murphy, these employment agreements were entered in connection with Business Combination. Mr. Dempsey’s employment agreement was entered into at the commencement of his employment. Mr. Moore’s employment agreement was entered into in connection with his promotion to Executive Vice President.
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 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:

a base salary of at least $355,000 per year;

an annual performance-based cash bonus with a target amount of 100% of his base salary based on the achievement of certain performance objectives established by the Compensation Committee;

the opportunity to participate in our employee benefit plans; and

automatic renewals for successive one-year periods unless either party provides written notice at least 90 days prior to the end of the applicable term.
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 currently provides for:

a base salary of at least $305,000 per year;

an annual performance-based cash bonus with a target amount of 50% of his base salary based on the achievement of certain performance objectives established by the Compensation Committee;

the opportunity to participate in our employee benefit plans; and

automatic renewals for successive one-year periods unless either party provides written notice at least 90 days prior to the end of the applicable term.
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 currently provides for:

a base salary of at least $275,000 per year;

an annual performance-based cash bonus with a target amount of 75% of his base salary based on the achievement of certain performance objectives established by the Compensation Committee;

the opportunity to participate in our employee benefit plans; and

automatic renewals for successive one-year periods unless either party provides written notice at least 90 days prior to the end of the applicable term.
 
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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:

a base salary of at least $350,000 per year;

an annual performance-based cash bonus with a target amount of 50% of his base salary based on the achievement of certain performance objectives established by the Compensation Committee;

the opportunity to participate in our employee benefit plans; and

automatic renewals for successive one-year periods unless either party provides written notice at least 90 days prior to the end of the applicable term.
Employment Agreement with Mr. Moore
On April 1, 2020, we entered into a three-year employment agreement with Mr. Moore, which sets forth the terms and conditions of his service as Executive Vice President, Corporate Development and Strategy. On March 1, 2021, Mr. Moore’s employment agreement was amended to (i) adjust his Deal Bonus amounts and (ii) expand the scope of the non-compete provision to better align with the current description of our business. Mr. Moore’s employment agreement currently provides for:

a base salary of at least $206,000 per year;

an annual performance-based cash bonus with a target amount of 50% of his base salary based on the achievement of certain performance objectives established by the Compensation Committee;

a Deal Bonus representing a cash bonus award for each acquisition completed by the Company in an amount established by the Compensation Committee based on the value of the consideration of the applicable acquisition;

the opportunity to participate in our employee benefit plans; and

automatic renewals for successive one-year periods unless either party provides written notice at least 90 days prior to the end of the applicable term.
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 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
 
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“Good Reason,” ​(as defined in the agreements), or a non-renewal by us, the executive is entitled to receive the following payments and benefits:

an amount equal to the sum of base salary and target annual bonus, payable in installments over the Severance Period (as defined below);

immediate vesting of all time-based equity awards that would have vested through the Severance Period;

all performance-based equity awards that remain outstanding and eligible to vest based on achievement of performance objectives through the Severance Period; and

outstanding stock options remain outstanding until the earlier of (i) the expiration of the Severance Period and (ii) the original expiration of the stock option.
The severance period is 18 months; 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 (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 2019 Plan and the equity award agreements.
Upon a voluntary resignation for any reason other than good reason or termination for cause, a NEO would only be entitled to his respective Accrued Rights. Upon a termination without cause or a voluntary termination for good reason, (i) all unvested restricted stock that would have vested during the Severance Period will vest and (ii) unvested performance share units will be vested on a pro rata basis (with the pro rata period including the Severance Period) and the payout will remain subject to actual performance at the end of the performance period. Upon death or disability, (i) all unvested restricted stock will fully accelerate and (ii) unvested performance share units will be vested on a pro-rata basis and payout will remain subject to actual performance at the end of the performance period.
In the event of a termination on or following a change in control, by the Company without cause, or by the grantee for good reason, on or before the fourth anniversary of the grant date of RSUs or on or before the vesting date of PSUs, (i) all unvested restricted stock will fully accelerate and (ii) all unvested performance share units will fully accelerate, with the number of shares earned to be determined based on actual performance at the time of the change in control.
In the event of a change of control, whether or not there is a termination of employment, unvested restricted stock issued under the 2019 form of restricted stock unit award agreement will fully accelerate. In the event of a change of control, unvested restricted stock issued under the form of restricted stock unit award agreement utilized in 2020 and 2021 will not accelerate, unless (i) the grantee’s employment is terminated without cause, (ii) the grantee resigns for good reason or (iii) the successor to the Company does not assume or provide a substitute for the unvested shares under the awards. In the event of a change of control, unvested performance share units issued under the 2021 form of performance share unit award agreement will remain subject to time-based vesting, with the number of shares earned determined based on actual performance at the time of the change in control, unless (i) the grantee’s employment is terminated without cause, (ii) the grantee resigns for good reason or (iii) the successor to the Company does not assume or provide a substitute for the unvested units under the awards. The Company expects future awards of restricted
 
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stock to be consistent with the terms of its most recent form of awards, including a “double-trigger” change in control provision to limit accelerated vesting in the event of change of control to those situations where a grantee is terminated without cause, the grantee resigns for good reason or the successor to the Company fails to assume the awards.
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 100% of participant deferrals up to 3% of compensation and 50% of participant deferrals from 3% to 5% of compensation, with a maximum annual employer contribution of 4% of a participant’s compensation. 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 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 2021, 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.
 
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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 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).
 
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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 (or, in the case of Mr. Dempsey and Mr. Moore, for each applicable fiscal year for which each such individual was determined to be an NEO).
Name and principal position
Year
Salary
($)(1)
Bonus
($)(2)
Stock awards
($)(3)
Non-equity
incentive
plan
compensation
($)(4)
All other
compensation
($)(5)
Total
($)
John Morris
Chief Executive Officer
2021 355,000 4,749,989 310,614 10,502 5,426,105
2020 355,000 3,906,234 144,219 14,200 4,419,653
2019 355,000 1,675,432 8,682,199 177,500 14,200 10,904,331
Shaler Alias
President
2021 314,150 903,984 274,873 11,400 1,504,407
2020 314,150 794,484 127,623 11,400 1,247,657
2019 305,000 936,367 3,472,880 152,500 12,200 4,878,947
Tim Murphy
Chief Financial Officer
2021 283,250 1,590,304 371,753 18,234 2,263,541
2020 283,250 1,260,999 172,605 11,330 1,728,184
2019 275,000 1,183,840 5,209,319 206,250 11,000 6,885,409
Tyler Dempsey
General Counsel
2021 350,000 844,989 306,239 11,400 1,512,628
2020 350,000 844,163 142,187 4,667 1,341,017
Jake Moore
Executive Vice President,
Corporate Development
and Strategy
2021 206,000 479,983 780,246 28,901 1,495,130
(1)
Amounts reflect annual base salary paid for the fiscal year.
(2)
For 2019, represents cash transaction bonuses paid in connection with the completion of the Business Combination.
(3)
Stock awards in 2019 were in the form of time-based restricted stock and performance-based restricted stock. Stock awards in 2020 and 2021 were in the form of time-based restricted stock and performance-based restricted stock units. Amounts shown above are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in such valuation, see Note 2 to our audited financial statements for the fiscal year ended December 31, 2021, included in our 2021 Form 10-K. Assuming achievement of the highest level of performance under the performance-based restricted stock unit awards (200% of the target), the value of the 2021 time-based restricted stock and performance-based vested restricted unit awards, based on the closing price of our Class A common stock on the applicable grant dates, would be as follows: Mr. Morris, $7,124,984; Mr. Alias, $1,355,965; Mr. Murphy, $2,385,455; Mr. Dempsey, $1,267,483; and Mr. Moore, $719,962.
(4)
Represents annual performance-based cash incentives. For 2021, the following amounts of the 2021 AIP payments were paid in shares of common stock based on the closing price of our Class A common stock on the applicable grant date: Mr. Morris, $133,114; Mr. Alias, $117,798; Mr. Murphy, $159,316; Mr. Dempsey, $131,239; and Mr. Moore, $77,246. These shares are fully vested at grant, but have a 12-month holding period. For Mr. Moore, also includes $600,000 in Deal Bonuses provided for under his employment agreement.
(5)
Amounts reflect matching contributions made by the Company to NEO’s 401(k) plan account.
 
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Grants of Plan-Based Awards Table
The following table sets forth information regarding grants of annual incentive awards to the NEO during the fiscal year ended December 31, 2021. 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. The equity awards were made under the 2019 Plan.
Estimated Future Payouts Under
Non-Equity Incentive Plan Award(2)
Estimated Future Payouts Under
Equity Incentive Plan Award(3)
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(4)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(5)
Name(1)
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
John Morris
PSU
RSA
AIP
2/24/2021 51,992 103,984 207,968 2,374,995
2/24/2021 103,984 2,374,995
2/24/2021 88,750 177,500 355,000
Shaler Alias
PSU
RSA
AIP
2/24/2021 9,895 19,789 39,578 451,981
2/24/2021 19,790 452,004
2/24/2021 78,538 157,075 314,150
Tim Murphy
PSU
RSA
AIP
2/24/2021 17,407 34,814 69,628 795,152
2/24/2021 34,814 795,152
2/24/2021 106,219 212,438 424,875
Tyler Dempsey
PSU
RSA
AIP
2/24/2021 9,249 18,498 36,996 422,494
2/24/2021 18,498 422,494
2/24/2021 87,500 175,000 350,000
Jake Moore
PSU
RSA
AIP
2/24/2021 5,254 10,507 21,014 239,980
2/24/2021 10,508 240,003
2/24/2021 51,500 103,000 206,000
(1)
“AIP” refers to performance-based cash incentive awards under the 2021 AIP. “PSU” refers to performance-based restricted stock units awarded under the 2019 Plan. “RSA” refers to time-based restricted stock awarded under 2019 Plan.
(2)
The amounts shown reflect the threshold, target and maximum annual cash incentive opportunities under our 2021 AIP approved by the Compensation Committee. In addition to the 2021 AIP, Mr. Moore was also eligible to receive certain “Deal Bonuses” under his employment agreement (as further described in the “Compensation Discussion and Analysis” above). There are no threshold or maximum payouts under the Deal Bonuses program provided for in Mr. Moore’s employment agreement.
(3)
Represents grants of PSUs to each NEO during 2021. The PSUs are earned, if at all, based on our TSR performance after a three-year performance period relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above.
(4)
RSAs represent grants of RSAs to each NEO during 2021. These RSAs will generally vest in equal annual installments over a four-year period. Additional information regarding the terms of the RSAs is set forth in the “Compensation Discussion and Analysis” above.
(5)
Amounts shown are the grant date fair value of each award computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in such valuation, see Note 2 to our audited financial statements for the fiscal year ended December 31, 2021, included in our 2021 Form 10-K.
 
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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 plan awards for each NEO outstanding as of the end of our last completed fiscal year.
Stock Awards
Name
Grant Date
Number of shares
or units of stock
that have not vested
(#)(1)
Market value of
shares or units of
stock that have not
vested
($)(2)
Equity incentive
plan awards:
Number of unearned
shares, units or other
rights that have not
vested
(#)
Equity incentive
plan awards: Market or
payout value of
unearned shares, units
or other rights that
have not vested
(#)(2)
John Morris
7/11/2019 145,009 2,649,314
3/11/2020 84,478 1,543,413
2/24/2021 103,984 1,899,788
3/11/2020 112,636(3) 2,057,860
2/4/2021 51,992(4) 949,894
Shaler Alias
7/11/2019 58,004 1,059,733
3/11/2020 17,182 313,915
2/24/2021 19,790 361,563
3/11/2020 22,909(3) 418,547
2/4/2021 9,895(4) 180,773
Tim Murphy
7/11/2019 1,589,600 1,589,600
3/11/2020 498,241 498,241
2/24/2021 636,052 636,052
3/11/2020 36,361(3) 664,315
2/4/2021 17,407(4) 318,026
Tyler Dempsey
9/3/2019 56,096 1,024,874
3/11/2020 18,257 333,555
2/24/2021 18,498 337,958
3/11/2020 24,341(3) 444,710
2/4/2021 9,249(4) 168,979
Jake Moore
8/14/2019 53,425 976,075
3/11/2020 7,461 136,312
2/24/2021 10,508 191,981
3/11/2020 9,948(3) 181,750
2/4/2021 5,254(4) 95,981
(1)
These represent time-based RSAs of our Class A common Stock. The 2019 RSAs vested 25% on the first anniversary of the grant date and then 2.081/3% monthly thereafter such that 100% of the time-based shares are vested by the fourth anniversary of the grant date. The 2020 and 2021 RSAs vest in equal annual installments over a four-year period on the anniversary of the grant date. Additional information regarding the terms of the RSAs is set forth in the “Compensation Discussion and Analysis” above.
(2)
Based on the closing price of our Class A common stock ($18.27) on December 31, 2021.
(3)
These represent PSUs granted in 2020. The PSUs are earned, if at all, based on our TSR performance
 
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after a three-year performance period ending December 31, 2022 relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above. The number of PSUs in this table is based on assumed achievement at the “target” level payout of 100%.
(4)
These represent PSUs granted in 2021. The PSUs are earned, if at all, based on our TSR performance after a three-year performance period ending December 31, 2023 relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above. The number of PSUs in this table is based on assumed achievement at the “threshold” level payout of 50%.
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, 2021.
Stock Awards
Name
Number of Shares Acquired
on Vesting
(#)
Value Realized
on Vesting
($)(1)
John Morris
119,744 2,819,301
Shaler Alias
42,361 988,809
Tim Murphy
64,061 1,495,742
Tyler Dempsey
38,139 889,434
Jake Moore
34,541 796,089
(1)
Represents the number of shares of time-based restricted stock awards vested multiplied by the closing price of our Class A common stock on the vesting date.
Retirement Plans
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 plan provides for matching contributions of 100% of participant deferrals up to 3% of compensation and 50% of participant deferrals from 3% to 5% of compensation, with a maximum annual employer contribution of 4% of a participant’s compensation. The matching contribution formula is applied on a payroll to payroll basis.
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:

An amount equal to the sum of base salary and target annual bonus for each fiscal year during the Severance Period (as defined below), payable in installments;

Immediate vesting of all time-based equity awards that would have vested through the Severance Period;

All performance-based equity awards remain outstanding and eligible to vest based on achievement of performance objectives through the Severance Period; and

Outstanding stock options remain outstanding until the earlier of (i) the expiration of the Severance Period and (ii) the original expiration of the stock option.
The severance period is 18 months; 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
 
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period is 30 months (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.
The following table shows the value to the NEO of hypothetical benefits and payments provided upon termination as of December 31, 2021 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 $18.27 closing price of our Class A common stock on December 31, 2021.
 
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Name
Payment and/or Benefit
Termination
for Cause
($)
Voluntary
Termination
($)
Termination
Without
Cause or for
Good
Reason or
Non-
Renewal
($)
Termination
Without
Cause or for
Good
Reason or
Non-
Renewal
Upon
Change in
Control
($)(1)
Incapacity
Death
John Morris
Base Salary
532,500 887,500
Annual Bonus(2) 310,614 310,614 576,864 754,364 310,614 310,614
Acceleration of Time-Based Equity Awards
4,488,683 5,617,568 6,092,515 6,092,515
Acceleration of Performance-Based Equity Awards(3)
3,542,991 3,957,647 1,778,193 1,778,193
Shaler Alias
Base Salary
471,225 785,375
Annual Bonus(2) 274,873 274,873 510,486 667,560 274,873 274,873
Acceleration of Time-Based Equity Awards
1,394,001 1,644,812 1,735,212 3,203,156
Acceleration of Performance-Based Equity Awards(3)
701,180 780,092 354,630 354,630
Tim Murphy
Base Salary
424,875 708,125
Annual Bonus(2) 371,753 371,753 690,409 902,847 371,753 371,753
Acceleration of Time-Based Equity Awards
2,156,098 2,564,870 2,723,893 2,723,893
Acceleration of Performance-Based Equity Awards(3)
1,161,540 1,300,367 580,479 580,479
Tyler Dempsey
Base Salary
525,000 875,000
Annual Bonus(2) 306,239 306,239 568,739 743,738 306,239 306,239
Acceleration of Time-Based Equity Awards
1,269,802 1,611,889 1,696,388 1,696,388
Acceleration of Performance-Based Equity Awards(3)
708,904 782,669 363,722 363,722
Jake Moore
Base Salary
309,000 515,000
Annual Bonus(2) 180,246 180,246 334,745 437,745 180,246 180,246
Acceleration of Time-Based Equity Awards
1,065,324 1,256,373 1,304,368 1,304,368
Acceleration of Performance-Based Equity Awards(3)
331,814 373,713 163,894 163,894
(1)
Assumes a change in control occurred on December 31, 2021, immediately followed by the executive’s termination.
(2)
Amount includes 2021 AIP bonus because, under executive employment agreements, such bonus is deemed earned if the executive is employed on December 31, 2021.
(3)
Amount is based on the number of shares that would be issued at the target payout level for the performance-vested restricted units granted in 2020 and 2021.
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
 
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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, 2021:

the total compensation for our median employee was $103,523;

the annual total compensation of Mr. Morris was $5,426,105; and

based on the information above, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 52 to 1.
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.   During the year ended December 31, 2021, there were no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Therefore, to calculate our 2021 pay ratio, we used the same median employee identified in 2020. As of December 31, 2020, the date we selected to identify our median employee, our employee population consisted of approximately 361 individuals. Our employee population for purposes of determining the pay ratio described above was 295, after taking into consideration (i) a de minimis adjustment for employees located outside the United States and (ii) the exclusion of certain recently acquired employees, each as permitted by the SEC rules. We excluded approximately 3 individuals who are located in Canada under the de minimis exception. These non-U.S. employees accounted for 5% or less of our total employees. We also excluded employees who joined the Company as a result of our 2020 acquisitions, as follows: 16 employees from the Ventanex acquisition in February 2020; 14 employees from the cPayPlus acquisition in July 2020, and 33 employees from the CPS Payment Services acquisition in November 2020.
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, 2020 (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.
 
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DIRECTOR COMPENSATION
2021 Director Compensation Table
The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to each director for all services rendered in all capacities to our company, or any of its subsidiaries, for the last fiscal year. Ms. Rios did not serve as a director until January 1, 2022.
Name
Fees Earned or Paid in
Cash
($)
Stock Awards
($)(1)(2)
Total
($)
Peter Kight
45,000 169,989 214,989
Paul Garcia
42,500 169,989 212,989
Maryann Goebel
47,500 169,989 217,989
Robert Hartheimer
50,000 169,989 219,989
William Jacobs
50,000 169,989 219,989
Jeremy Schein(3)
25,027 25,027
Richard Thornburgh
40,000 169,989 209,989
(1)
Amounts shown are the grant date fair value of each award computed in accordance with FASB ASC Topic 718. The aggregate dollar value of the restricted stock units is based on $22.16 per share of Class A common stock on August 18, 2021.
(2)
The aggregate number of stock awards outstanding for each director (other than Mr. Schein and Ms. Rios) as of December 31, 2021 is 27,057.
(3)
Mr. Schein served as director until the 2021 Annual Meeting, where he did not stand for re-election.
Narrative Disclosure to Director Compensation Table
Prior to the consummation of the Business Combination, we did not maintain a compensation policy for our directors, and we did not pay any compensation to our directors. Following the Business Combination, we adopted a non-employee director compensation policy. Under such 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 $30,000, which is paid quarterly in arrears on October 1, January 1, April 1 and July 1 of each year.
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 (x) the first anniversary of the date of grant and (y) the next regularly scheduled annual stockholder meeting occurring in the year following the year of 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 2021, each director (other than Mr. Schein and Ms. Rios) received an award of approximately $170,000 in restricted stock units.
 
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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.
2022 Director Compensation Plan
Following a review of the director compensation program, the Board determined to adjust the program with the following changes, effective April 1, 2022: (i) annual cash retainer increased to $40,000, (ii) annual equity award to the non-executive chairman increased to $250,000 and (iii) non-executive chairman annual cash payment of $20,000.
Stock Ownership Guidelines
In 2019, the Compensation Committee adopted stock ownership guidelines for our non-employee directors. These guidelines require that directors own equity equal to five times the annual cash retainer within five years of appointment to the Board. Compliance with these guidelines is reviewed annually by the Compensation Committee and the ownership thresholds must be achieved within five years of application of the policy. All of our directors are currently in compliance with these stock ownership guidelines.
 
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of our Compensation Committee are currently Paul R. Garcia, William Jacobs 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.
 
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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 2022 Annual Meeting of Stockholders.
Submitted by the Compensation Committee:
William Jacobs, Chair
Paul R. Garcia
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.
 
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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 April 1, 2022.
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.
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 91,296,591 shares of our Class A Common Stock and 7,883,048 Post-Merger Repay Units outstanding on April 1, 2022.
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 3 West Paces Ferry Road, Suite 200, Atlanta, Georgia 30305.
 
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Name
Class A
common
stock(1)
% of
Class
Class V
common
stock / Post-
Merger
Repay
Units(2)
% of
Class
Voting
Power %(3)
Directors and Named Executive Officers:
John Morris(4)
1,090,200 1.2% 3,658,529 46.4% 4.8%
Shaler Alias(5)
354,082 * 2,878,072 36.5% 3.3%
Timothy Murphy(6)
469,087 * *
Tyler B. Dempsey(7)
199,288 * *
Jacob H. Moore(8)
220,006 * 106,013 1.3% *
Paul R. Garcia(9)
92,857 * *
Maryann Goebel(9)
27.057 * *
Robert H. Hartheimer(9)
43,931 * *
William Jacobs(9)
27,057 * 205,202 2.6% *
Peter J. Kight(9)
1,330,013 1.5% 1.3%
Emnet Rios(10)
9,304 * *
Richard E. Thornburgh(9)
43,657 * *
All Directors and Executive Officers as a Group (16 persons)(9)(10)
4,427,992 4.9% 6,974,315 88.5% 11.5%
5% Stockholders
Wellington Management Group LLP(11)
12,645,032 13.9% 12.7%
Beckham Parent, L.P.(12)
8,921,785 9.8% 9.0%
FMR LLC(13)
6,750,223 7.4% 6.8%
BlackRock, Inc.(14)
6,393,941 7.0% 6.4%
Wasatch Advisors, Inc.(15)
5,195,348 5.7% 5.2%
*
less than one percent.
(1)
Interests shown consist solely of Class A common stock and does not reflect the ownership of the Post-Merger Repay Units or the Class A common stock exchangeable therefore pursuant to the Exchange Agreement (described under section entitled “Related Party Transactions” below). Subject to the terms of the Exchange Agreement and the Hawk Parent Limited Liability Company Agreement, each holder of a Post-Merger Repay Unit, subject to certain limitations, has the right to cause Hawk Parent to acquire all or a portion of its Post-Merger Repay Units for shares of our Class A common stock at an initial exchange ratio of one share of Class A common stock for each Post-Merger Repay Unit exchanged (subject to adjustments for any subdivisions or combination of the Post-Merger Repay Units that is not accompanied by an identical subdivision or combination of our Class A common stock or, by any such subdivision or combination of our Class A common stock that is not accompanied by an identical subdivision or combination of the Post-Merger Repay Unit). In connection with such exchange, the corresponding number of shares of Post-Merger Repay Units will be cancelled. Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of a security as to which that person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power and/or investment power of such security and as to which that person has the right to acquire beneficial ownership of such security within 60 days. The Company has the option to deliver cash in lieu of shares of Class A common stock upon exercise by such holder of its exchange right. As a result, beneficial ownership of Class V common stock and Post-Merger Repay Units is not reflected as beneficial ownership of shares of our Class A common stock for which such Post-Merger Repay Units may be exchanged.
 
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(2)
Each holder of Post-Merger Repay Units also holds one share of Class V common stock and is entitled to a number of votes that is equal to the product of (i) the total number of Post-Merger Repay Units held by such holder multiplied by (ii) the exchange ratio between the Post-Merger Repay Units and Class A common stock, which will initially be one-for-one. Subject to the terms of the Exchange Agreement, the Post-Merger Repay Units are initially exchangeable for shares of Class A common stock.
(3)
Represents percentage of voting power of our Class A common stock and Class V common stock voting together as a single class.
(4)
Represents securities held of record by (i) John Morris, individually, (ii) the 2018 JAM Family Charitable Trust dated March 1, 2018 (the “JAM Family Charitable Trust”) and (iii) JOSEH Holdings, LLC (together with the JAM Family Charitable Trust, the “Morris Entities”). John Morris owns all of the voting ownership interests of JOSEH Holdings, LLC and serves as the sole member of its board of managers. John Morris is the sole trustee of the JAM Family Charitable Trust. Mr. Morris has voting and investment power over the securities held by the Morris Entities. Mr. Morris has sole voting power over 4,748,729 shares and sole dispositive power over 4,327,934 shares. The number of shares of Class A common stock beneficially owned by Mr. Morris includes 420,795 shares of restricted Class A common stock that remain subject to time-based vesting. JOSEH Holdings has sole voting and dispositive power over 3,149,397 shares. Mr. Morris is an officer and director of the Company.
(5)
Represents securities held of record by (i) Shaler Alias, individually, and (ii) Alias Holdings, LLC (“Alias Holdings”). Shaler Alias owns all of the voting ownership interests of Alias Holdings. He also serves as the sole member of its board of managers. Mr. Alias has voting and investment power over the securities held by Alias Holdings. Mr. Alias has sole voting power over 3,232,154 shares and sole dispositive power over 3,129,247 shares. The number of shares of Class A common stock beneficially owned by Mr. Alias includes 102,907 shares of restricted Class A common stock that remain subject to vesting. Alias Holdings has sole voting and dispositive power over 2,732,987 shares. Mr. Alias is an officer and director of the Company.
(6)
Represents securities held of record by (i) Timothy Murphy, individually, and (ii) Yellow Rock Capital, LLC (“Yellow Rock”). Timothy Murphy owns all of the voting interest in Yellow Rock. He also serves as its sole manager. Mr. Murphy has voting and investment power over the securities held by the Murphy Trust. Mr. Murphy has sole voting power over 469,087 shares and sole dispositive power over 304,127 shares. The number of shares of Class A common stock beneficially owned by Mr. Murphy includes 164,960 shares of restricted Class A common stock that remain subject to vesting. Yellow Rock has sole voting and dispositive power over 43,528 shares. Mr. Murphy is an officer of the Company.
(7)
Tyler B. Dempsey has sole voting power over 199,288 shares and sole dispositive power over 99,459 shares. The number of shares of Class A common stock beneficially owned by Mr. Dempsey includes 99,829 shares of restricted Class A common stock that remain subject to vesting. Mr. Dempsey is an officer of the Company.
(8)
Jacob H. Moore has sole voting power over 326,019 shares and sole dispositive power over 253,408 shares. The number of shares of Class A common stock beneficially owned by Mr. Moore includes 72,611 shares of restricted Class A common stock that remain subject to vesting. Mr. Moore is an officer of the Company.
(9)
For each non-employee director (other than Emnet Rios), includes 27,057 shares issuable under restricted stock units that are vested or scheduled to vest on or prior to the date of the Annual Mee