tm242844-1_nonfiling - none - 12.4632729s
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.

 
[MISSING IMAGE: lg_repay-4c.jpg]
April 19, 2024
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 Thursday, May 30, 2024, commencing at 10:00 a.m., Eastern Time. To attend the Annual Meeting, you must register in advance at www.viewproxy.com/Repay/2024. 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.
We would like to take this opportunity to highlight some important updates and achievements for Repay this year:
2023 Business Highlights
In 2023, Repay delivered strong results across our key metrics, while lapping the divestiture of Blue Cow Software, Inc. on February 15, 2023. Throughout the year, we executed on our strategic initiatives to streamline the organization, improve our implementation processes, and enhance our payment technology for our clients. Our focus on profitable growth led to an improvement in free cash flow generation, and we utilized our share repurchase program to buyback $2.5 million of Class A shares during the year. We are committed to creating value for our stockholders with a disciplined approach to capital allocation towards organic growth, maintaining a strong balance sheet, and evaluating strategic, accretive M&A opportunities.
Governance Updates
In 2022 and 2023, we continued to engage with our stockholders at investor conferences and private meetings. In part as a result of feedback received from those meetings, in 2022, our Board of Directors and the Nominating and Corporate Governance Committee determined that it was in the best interest of our stockholders to declassify our Board of Directors resulting in a fully declassified Board of Directors by the 2024 Annual Meeting. This year, all of our directors will be up for re-election. We also adopted a new clawback policy which generally requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three fiscal years immediately preceding any accounting restatement.
All of our stockholders of record at the close of business on April 8, 2024 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/2024 prior to the deadline of May 28, 2024 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.
On behalf of the Board of Directors, we would like to thank you for your continued support and investment in Repay.
Sincerely yours,
[MISSING IMAGE: sg_johnmorris-bw.jpg]
John Morris
Chief Executive Officer and Director
[MISSING IMAGE: sg_peterkight-bw.jpg]
Peter Kight
Chairman
 

 
REPAY HOLDINGS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 30, 2024
Notice is hereby given that the Annual Meeting of Stockholders of Repay Holdings Corporation, a Delaware corporation, will be held virtually on Thursday, May 30, 2024, 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 2 of the attached Proxy Statement. You will be required to register in advance at www.viewproxy.com/Repay/2024 prior to the deadline of May 28, 2024 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 nine directors for terms expiring at the 2025 Annual Meeting of Stockholders;
2.
To approve, on a non-binding advisory basis, the compensation of our named executive officers (as defined in this Proxy Statement);
3.
To approve and adopt an amendment and restatement of our Omnibus Incentive Plan (the “Second Amended and Restated Plan”);
4.
To ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
5.
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 directors (Proposal One), “FOR” the approval of the compensation of our named executive officers (Proposal Two), “FOR” the approval of the Second Amended and Restated Plan (Proposal Three) and “FOR” ratification of the proposed independent registered public accounting firm (Proposal Four).
Our Board of Directors has fixed the close of business on April 8, 2024 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments. For a period of 10 days ending on the day before the Annual Meeting, a list of such stockholders will be available for inspection by any stockholder at our principal executive offices during normal business hours.
If you were a beneficial holder as of April 8, 2024 (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 May 30, 2024. Please allow ample time for online check-in, which will begin at 9:30 a.m., Eastern Time, on May 30, 2024.
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,
[MISSING IMAGE: sg_tylerbdempsey-4c.jpg]
Tyler B. Dempsey
General Counsel and Secretary
Atlanta, Georgia
April 19, 2024
 

 
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION 1
PROPOSAL ONE: ELECTION OF DIRECTORS 6
EXECUTIVE OFFICERS OF REPAY 12
CORPORATE GOVERNANCE 14
REPORT OF AUDIT COMMITTEE 23
COMPENSATION DISCUSSION AND ANALYSIS 25
25
30
32
37
42
EXECUTIVE COMPENSATION 44
44
45
46
46
48
48
51
51
DIRECTOR COMPENSATION 57
57
57
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 59
COMPENSATION COMMITTEE REPORT 60
61
DELINQUENT SECTION 16(a) REPORTS 66
RELATED PARTY TRANSACTIONS 67
AUDITOR FEES 71
PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION 72
73
83
STOCKHOLDER PROPOSALS 84
A-1
ANNEX B NON-GAAP RECONCILIATION B-1
 
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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 THURSDAY, MAY 30, 2024
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 2024 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 Thursday, May 30, 2024. 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/2024 prior to the deadline of May 28, 2024 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 (sometimes referred to as “REPAY LLC”) was founded 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 to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this document, 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 19, 2024, 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, 2023.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 30, 2024:
This Proxy Statement and our Annual Report on Form 10-K are available for viewing and downloading at www.viewproxy.com/Repay/2024.
Voting Rights
We have two classes of common stock: Class A, which has one vote per share, and Class V, which has the number of votes equal to the number of limited liability company interests in Hawk Parent (“Post-Merger Repay Units”) (as adjusted pursuant to the Exchange Agreement to reflect the then-current conversion ratio of Post-Merger Repay Units into shares of Class A common stock, all as described in “Related Party Transactions-Hawk Parent Related Party Transactions”) held by such Class V holder at the time of such vote. The Class A common stock and Class V common stock generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law or our organizational documents. There are no cumulative voting rights in connection with the election of directors.
 
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The close of business on April 8, 2024, 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 95,900,561 shares of Class A common stock (including 4,405,499 shares of unvested restricted stock that have voting rights) and 19 shares of Class V common stock, representing 5,844,095 votes on behalf of Class V common stockholders. A summary of the voting shares as of the record date is as follows:
As of April 8, 2024
Class A common stock 95,900,561
Class V common stock/Post-Merger Repay Units 5,844,095
Total Common Shares Outstanding (Voting Power) 101,744,656
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 attendance 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 during attendance at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. You will then need to upload the legal proxy during the registration process 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/2024 by May 28, 2024 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 May 30, 2024. Please allow ample time for online check-in, which will begin at 9:30 a.m., Eastern Time, on May 30, 2024.
Stockholders who participate in the virtual Annual Meeting by way of the website above or the link provided following registration will be considered to have attended the meeting “in person,” including for purposes of determining a quorum and counting votes.
By conducting our Annual Meeting completely online via the internet, we eliminate many of the costs associated with a physical meeting. 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 2024 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 during attendance at the virtual Annual Meeting, vote by proxy using a proxy card, vote by proxy over the telephone, or vote by proxy via the internet. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote during the Annual Meeting, even if you have already voted by proxy. The vote you cast during attendance will supersede any previous votes that you may have submitted.

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 May 29, 2024.

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 May 29, 2024.
 
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During Attendance at the Annual Meeting: To vote during attendance at the Annual Meeting, 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 during attendance at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. You will then need to upload the legal proxy during the registration process 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 nine directors for terms expiring at the 2025 Annual Meeting of Stockholders, (2) the approval, on an advisory basis, of the compensation of our named executive officers (as defined in this Proxy Statement), (3) the approval and adoption of the Second Amended and Restated Plan; (4) the ratification of the appointment of Grant Thornton, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and (5) such other business as may properly come before the Annual Meeting.
With regard to Proposal One (Election of Directors), votes may be cast for the nominees or may be withheld. 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 nine 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, the Board or the compensation committee of the Board (the “Compensation Committee”). However, the Board and the Compensation Committee will consider the outcome of the vote when making future compensation decisions for our executive officers.
With regard to Proposal Three (Approval of the Second Amended and Restated Plan), the affirmative vote of a majority of the votes cast is required to approve and adopt the Second Amended and Restated Plan. Abstentions and broker non-votes, if any, are not treated as votes cast, and therefore will have no effect on the outcome of the vote on this proposal.
With regard to Proposal Four (Auditor Ratification), the affirmative vote of a majority of the votes cast is required to ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote shares held in street name on this proposal without instructions from beneficial owners. As a result, we do not expect there will be any broker non-votes on this matter. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024, the audit committee of the Board (the “Audit Committee”) will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent auditor at any time during the year if the Audit Committee determines that such change would be in the best interest of the Company.
 
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Treatment of Voting Instructions
If you provide specific voting instructions, then your shares will be voted as instructed.
If you hold shares as the stockholder of record and submit a proxy without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board. Our Board recommends voting “FOR” all nominees listed in Proposal One, “FOR” the approval of the compensation of our named executive officers in Proposal Two, “FOR” the approval of the Second Amended and Restated Plan in Proposal Three, “FOR” the ratification of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2024 in Proposal Four and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.
You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.
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 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
The Board is currently fixed at nine members. Each director’s term expires at the 2024 Annual Meeting. Each director will be elected at the 2024 Annual Meeting to serve for a term of one year, or until his or her successor is elected and qualified.
The Board has no reason to believe that any of the nominees for director will not be available to stand for election as director. However, if some unexpected occurrence should require the substitution by the Board of some other person or persons for any one or more of the nominees, then the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees.
The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service as a director of Repay of the nominees for election as directors are set forth below.
 
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Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders
[MISSING IMAGE: ph_shaleralias-4clr.jpg]
Shaler Alias, President and Co-Founder, Director
Age: 44
Committee Memberships:
None
Mr. Alias 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.
[MISSING IMAGE: ph_paulrgarcia-4clr.jpg]
Paul R. Garcia,
Independent Director
Age: 71
Committee Memberships:

Audit Committee

Compensation Committee
Mr. Garcia has served as a director since the Business Combination. Mr. Garcia served as chairman and CEO of Global Payments Inc. (NYSE:GPN) (“Global Payments”), a leading provider of credit card processing, check authorization and other electronic payment processing services, from June 1999 to May 2014. Mr. Garcia has served as a director of Deluxe Corporation (NYSE: DLX) since August 2020 and as a director of 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.
 
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[MISSING IMAGE: ph_maryanngoebel-4clr.jpg]
Maryann Goebel, Independent Director
Age: 73
Committee Memberships:

Technology Committee (Chair)
Ms. Goebel has served as a director since the Business Combination. Ms. Goebel has been an IT management consultant, providing assessments and recommendations regarding IT management and coaching to chief information officers, since July 2012. Ms. Goebel has served as a director of Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), a bank holding company, since February 2014. She is also a member of Seacoast’s audit committee, enterprise risk management committee and information technology committee and chairs its compensation and governance committee. From June 2009 to July 2012, Ms. Goebel served as Executive Vice President and Chief Information Officer of Fiserv, Inc. (“Fiserv”) (NASDAQ: FISV), where she was responsible for all internal Fiserv IT systems, as well as IT infrastructure, operations, engineering and middleware services for clients who chose to outsource their processing to Fiserv. Ms. Goebel previously served on the Arts and Sciences Advisory Board of 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.
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Robert H. Hartheimer, Independent Director
Age: 66
Committee Memberships:

Audit Committee (Chair)
Mr. Hartheimer has served as a director since June 2018 (including service as a director of Thunder Bridge through the Business Combination). Mr. Hartheimer has been a financial services and bank regulatory consultant for the past 22 years currently with both his own firm and the Klaros Group as a Senior Advisor. In the past Mr. Hartheimer was a managing Director at Promontory Financial Group. In 2016 Mr. Hartheimer founded, along with three co-founders, Jasper, a U.S. based credit card issuer and he served various roles including Chief Regulatory and Compliance Officer until 2022. 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 and was responsible for the sale of 200 banks in four years. Mr. Hartheimer’s other past positions include over 14 years in senior roles at investment banks, including Merrill Lynch, Smith Barney and Friedman Billings Ramsey. In addition to Mr. Hartheimer’s service as a director of Repay, he is an independent director of CardWorks, a consumer lender and servicer, since 2017, and since 2021 has also been a director of a publicly held SPAC seeking acquisition. Mr. Hartheimer is chairman of the audit committees of each of these companies and chair of CardWorks’ compliance/risk committee. Mr. Hartheimer has been a director of ten U.S. companies in the last 26 years; six public companies, two private and two subsidiaries of public companies. These include three banks, one consumer lender and credit card servicer, two payments companies, two SPACs which successfully acquired businesses, two SPACs in search of an acquisition (one of which terminated its business on December 31, 2023) and one investment management business. In addition to his current role as chairman of three audit committees and one compliance/risk committee, he chaired audit Committees at four past companies and chaired compliance/risk committees at two companies. 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.
 
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William Jacobs, Independent Director
Age: 82
Committee Memberships:

Compensation Committee (Chair)

Nominating and Corporate Governance Committee
Mr. Jacobs 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 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). Mr. Jacobs served as a director of Global Payments, from 2011 until April 2022, including service as Lead Independent Director of Global Payments from 2003 to May 2014 and as chairman of the board of directors of Global Payments from June 2014 to September 2019. Mr. Jacobs also served as Interim Chief Executive Officer of Green Dot from January 2020 to March 2020. From March 2021 through July 2023, 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 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.
 
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Peter “Pete” J. Kight, Independent Chairman
Age: 68
Committee Memberships:

Nominating and Corporate Governance Committee (Chair)

Technology Committee
Mr. Kight has been the Chairman of our Board since the Business Combination and previously served as the Executive Chairman of Thunder Bridge since June 2018. Mr. Kight has 35 years of industry experience. 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.
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John Morris, Chief Executive Officer and Co-Founder, Director
Age: 55
Committee Memberships:
None
Mr. Morris has served as our Chief Executive Officer and a director since the Business Combination. He co-founded REPAY LLC and has served as its Chief Executive Officer since 2010. From its formation in September 2016 through the Business Combination, Mr. Morris served as a member of the board of directors of Hawk Parent. Mr. Morris has also been a member of the board of directors of Repay Holdings, LLC since its formation in September 2013. From 1997 to 2008, Mr. Morris served as President of Security Check Atlanta, a check processing and recovery solutions company, until its acquisition by Payliance, where he served as Executive Vice President of Sales and Marketing prior to commencing his role as Chief Executive Officer of REPAY LLC. From 1994 to 1997, Mr. Morris served in several corporate finance positions for Bass Hotels and Resorts, including Director of Corporate Finance. We believe that Mr. Morris is well-qualified to serve as a member of our Board because of the experience that he brings as a co-founder as well as his over 20 years of experience in the payments industry.
 
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Emnet Rios, Independent Director
Age: 46
Committee Memberships:

Audit Committee
Technology Committee
Ms. Rios 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. From July 2019 to January 2023, she 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) where she was heavily involved in the bank’s restructuring efforts following the 2008 global financial crisis. Earlier on, Ms. Rios spent over 5 years at IBM in various leadership roles from the firm’s corporate headquarters in New York. We believe that Ms. Rios is well-qualified to serve as a member of our Board because of her extensive combined experience of leading the finance, HR and operations functions of high growth organizations and her background in both the financial services and technology industries.
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Richard E. Thornburgh, Independent Director
Age: 71
Committees Memberships:

Compensation Committee

Nominating and Corporate Governance Committee
Mr. Thornburgh 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.
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 55 Chief Executive Officer and Co-Founder, Director
Shaler Alias 44 President and Co-Founder, Director
Naomi Barnett 33 Executive Vice President, Human Resources
Alex Cohen 34 Executive Vice President, Corporate Development and Strategy
Tyler B. Dempsey 50 General Counsel
David Guthrie 57 Chief Technology Officer
Jacob H. Moore 36 Executive Vice President, Consumer Payments
Timothy J. Murphy 42 Chief Financial 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.
Alex Cohen has served as our Executive Vice President, Corporate Development and Strategy since November 2023. From October 2022 to November 2023, Mr. Cohen served as Senior Vice President, Corporate Development and Strategy for REPAY LLC. From July 2020 to October 2022, Mr. Cohen served as Senior Director, Corporate Development and Strategy for REPAY LLC. Before joining REPAY LLC, Mr. Cohen was a private equity investment professional at CIVC Partners from May 2017 to June 2020, and he was an investment banker at Fidus Partners from June 2014 to May 2017. From July 2013 to July 2014, Mr. Cohen was an assurance associate in the asset management group at Ernst & Young.
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.
Jacob “Jake” H. Moore has served as our Executive Vice President, Consumer Payments since October 2022. From March 2020 to October 2022 Mr. Moore served as Executive Vice President, Corporate Development and Strategy. 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 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.
 
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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.
 
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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 2023, 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.
Our Board was previously divided into three staggered classes of directors but will be fully declassified as of the date of the 2024 Annual Meeting.
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.
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 portrays skills that are relevant to our business and strategy and 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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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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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 five times during the fiscal year ended December 31, 2023. During that period, each of the incumbent directors attended at least 75% of the aggregate number of meetings held by the Board and by each of the committees on which such director served. Our Corporate Governance Guidelines provide that directors are encouraged to make every effort to attend the annual meeting of the stockholders. All of our directors serving at the time attended our 2023 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;
 
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reviewing our policies on and oversees risk assessment and risk management, including enterprise risk management;

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 four times during the fiscal year ended December 31, 2023. The current members of the Audit Committee are Paul R. Garcia, Robert H. Hartheimer and Emnet Rios. 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;

establishing and reviewing general policies relating to compensation and benefits of our employees; and

overseeing our employee relations and retention efforts and our general human capital management.
The Compensation Committee met five times during the fiscal year ended December 31, 2023. The current members of the Compensation Committee are Paul R. Garcia, William Jacobs and Richard E. Thornburgh. 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 corporate sustainability practices described below;

reviewing related person transactions; and

developing and making recommendations to our Board regarding corporate governance guidelines and matters.
 
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Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee shall work with the Board to determine periodically, as appropriate, the desired Board qualifications, expertise and characteristics, including such factors as 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 any evaluation of a Board candidacy. Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to our Board those nominees whose specific qualities, experience and expertise will augment the current Board’s composition and whose past experience evidences that they will: (i) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties; (ii) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in 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 three times during the fiscal year ended December 31, 2023. 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, 2023. The current members of the Technology Committee are Maryann Goebel, Peter J. Kight and Emnet Rios. 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), Mr. Dempsey advises the Compensation Committee on legal matters and prepares documents for the Compensation Committee’s consideration, and Ms. Barnett provides the Compensation Committee with details with respect to the operation of Repay’s various compensation and benefit plans. In addition, these officers answer questions posed by the committee.
The Board has adopted the Repay Holdings Corporation Equity Award Grant Policy (the “Award Grant Policy”) which establishes guidelines for the granting of stock options, restricted stock awards, restricted stock units and other equity incentive awards. Under the policy, the Board has delegated authority to Repay’s Chief Executive Officer to grant equity awards to employees other than executive officers, subject to the written guidelines set forth in the Award Grant Policy.
 
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Under our Corporate Governance Guidelines, the compensation of independent directors is determined by the Board upon recommendation of the Compensation Committee. The guidelines further provide that non-employee directors are expected to receive a meaningful portion of their annual retainer in the form of equity. Employee directors are not paid additional compensation for their services as directors.
Restrictions on Short Sales or Speculative Transactions by All Directors and Employees (Anti-Hedging/Anti-Pledging).   The Board believes that it is undesirable for our directors, officers and employees to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety. Therefore, we 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 current 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 expected to make every effort to attend each Annual Meeting of Stockholders.
Process for Stockholders to Send Communications to the Board.   Our Corporate Governance Guidelines provide that any stockholder who wishes to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the committees, or to the non-management or independent directors as a group, may do so by (1) addressing such communications or concerns to the Secretary of the Company,
 
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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.
Corporate Sustainability Matters
We believe corporate responsibility is deeply woven into our company culture and good governance at all levels provides a strong foundation for supporting and promoting the long-term interests of our stockholders. Our corporate sustainability initiatives have been guided by our desire to achieve operational excellence, generate long-term value for our stockholders, provide a good working environment for our employees and have a positive impact in our communities.
The Board plays a very important role in our sustainability governance, providing oversight of the strategy, operations, risks and management of the Company. The Nominating and Corporate Governance Committee is chartered with overall oversight of our strategy on corporate social responsibility and sustainability matters and approach, including related risks. We also have a Sustainability Working Group, consisting of internal and external resources, to assess the corporate sustainability factors related to our business. The Nominating and Corporate Governance Committee regularly engages with the Sustainability Working Group and executive management as corporate sustainability initiatives are identified and implemented. The Board maintains transparent communication with the Sustainability Working Group and the executive management team and receives regular updates and reports from the Nominating and Corporate Governance Committee.
As we grow and as corporate sustainability best practices evolve, we regularly evaluate our approach. Together with our executive management team, the Sustainability Working Group analyzes our business and identifies relevant sustainability factors for evaluation and disclosure. The analysis includes dialogue with certain of our institutional stockholders and review of the practices of our peer companies. We typically publicly release an annual Corporate Sustainability Report, which discusses our social responsibility and sustainability programs and practices. In June 2023, we provided an annual updated report that included detailed disclosures across our sustainability initiatives and continued to demonstrate alignment with the Sustainability Accounting Standards Board (SASB) Standards. A copy of our current Corporate Sustainability Report is available on the “Investors” page of our website, www.repay.com, under the “Corporate Governance” tab.
We plan to provide another update to the report at or around the time of the Annual Meeting in which we plan to highlight our sustainability-related developments in 2023 and to continue to ensure transparency in our approach to governing these matters. We will continue to evolve our corporate sustainability program in a manner that is beneficial to the Company and our stakeholders.
Board Evaluation Process
The Board believes that a continuous evaluation process allows it to assess its effectiveness and proactively identify gaps in desired skills and attributes represented on the Board. All of our directors must annually complete a form of directors’ and officers’ questionnaire, which ultimately enables the Board to enhance its overall effectiveness. Through the questionnaire, each director provides information that helps the Board verify and determine their independence, financial literacy, risk management experience, beneficial ownership interest of the Company’s outstanding common stock, and any possible conflict of interest in relation to the Company or its business. The contents of these questionnaires are reviewed by the Nominating and Corporate Governance Committee and summarized to the Board.
Each year, the Nominating and Corporate Governance Committee oversees a self-assessment process for the Board as a whole and each committee. Typically, each director is required to complete and submit an anonymous self-assessment questionnaire, which contains a series of statements that are designed to obtain the director’s opinions and comments regarding his or her individual performance and the performance of the Board and the committee(s) on which he or she serves. Alternatively, the self-assessment process has been conducted through an individual interview between our non-executive Chairman and each director. The results of the self-assessments are reviewed by the Nominating and Corporate Governance Committee and the other respective committees, and then discussed by the Board in executive session.
 
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REPORT OF AUDIT COMMITTEE
Notwithstanding anything to the contrary set forth in any of Repay’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings.
The Audit Committee oversees our financial reporting process on behalf of the Board. The Audit Committee operates under a written charter, a copy of which is available on the “Investors” page of our website, www.repay.com, under the “Corporate Governance” tab. This report reviews the actions taken by the Audit Committee with regard to our financial reporting process during fiscal 2023 and particularly with regard to the audited consolidated financial statements as of December 31, 2023 and December 31, 2022 and for the three years ended December 31, 2023.
The Audit Committee is composed solely of independent directors. None of the committee members is or has been an officer or employee of the Company or any of our subsidiaries or has any current business or any family relationship with the Company or any of our subsidiaries or affiliates.
Our management has the primary responsibility for the financial statements and reporting process, including the systems of internal controls. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes and to select annually the accountants to serve as our independent auditors for the coming year.
The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to fulfill its oversight responsibilities under the Audit Committee’s charter. To carry out its responsibilities, the Audit Committee met four times during the year ended December 31, 2023.
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, 2023, 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, 2023 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, 2023 for filing with the SEC.
Submitted by the Audit Committee:
Robert H. Hartheimer, Chairperson
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 2023 named executive officers (“NEOs”) listed below and discusses how the Compensation Committee arrived at the compensation decisions for 2023.
Name
Title
John Morris Chief Executive Officer (“CEO”)
Timothy J. Murphy Chief Financial Officer
Tyler B. Dempsey General Counsel
David Guthrie Chief Technology Officer
Jacob H. Moore Executive Vice President — Consumer Payments
Executive Summary
2023 Business Highlights
2023 was another successful year of achievements for REPAY. We also experienced strong growth when excluding the impact of our divested Blue Cow Software business and the lack of contribution from political media clients in 2023. Highlights related to our results of operations and other achievements for the year ended December 31, 2023 include:

6% year-over-year gross profit growth

13% year-over-year normalized organic gross profit growth

Consumer Payments organic gross profit growth of approximately 16% year-over-year

Business Payments normalized organic gross profit growth of approximately 10% year-over-year

Accelerated AP supplier network to over 261,000, an increase of over 60% year-over-year

Added 22 new integrated software partners to bring the total to 262 software relationships as of the end of 2023
“Organic gross profit growth” and “normalized organic gross profit growth” are non-GAAP financial measures. Please refer to Annex B to this Proxy Statement for reconciliations to GAAP measures and further information.
2023 Executive Compensation Highlights
Our solid 2023 financial performance relative to the rigorous goals established in connection with our annual cash incentive program resulted in an average payout of approximately 94% of target bonus for our NEOs. Conversely, our stock price performance in 2022 and 2023 has generally lagged the broader market and relevant indices. As a result, the performance stock units granted in 2021 for the three-year performance period ended December 31, 2023 were forfeited in full (marking the second consecutive year of this result as our performance stock units granted in 2020 for the three-year performance period ended December 31, 2022 were previously forfeited in full). These factors have led to generally lower compensation for the NEOs than what was originally targeted by the Compensation Committee. Greater detail regarding the compensation of our NEOs and the link between compensation and performance can be found within the 2023 Summary Compensation Table and the Pay Versus Performance discussions below.
2023 CEO Compensation Highlights
Our CEO’s 2023 target total direct compensation increased by approximately 15% over his 2022 target total direct compensation. This increase was made entirely in the form of long-term incentive awards, which are at-risk and continue to align the CEO with investors. The primary rationale for this increase was the CEO’s strong leadership of the Company and review of data that indicated that our CEO’s 2022 total compensation was significantly below the median of our compensation comparison peer group for 2023. Our
 
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CEO’s compensation increase in 2023 improved his positioning within our compensation comparison peer group (though he still remained below the median), which was consistent with the Compensation Committee’s objective to remain competitive in attracting and retaining top executive talent while aligning realized compensation with Company performance. Additional detail with respect to a comparison between target compensation and realized compensation for our CEO is described in the following section.
CEO Realized Pay Versus Target Pay 2021- 2023
In keeping with our pay for performance philosophy, the Compensation Committee designed our compensation program to ensure that the realized value our executives receive is closely aligned with Company performance and stockholder value. Since 2021, our executives have led the Company to execute on our strategic objectives and grow our business. At the same time, our stock price performance has been below our Board’s and management’s goals and expectations. For example, the performance-based restricted stock units scheduled to vest in 2023 and 2022 were forfeited in full due to the Company not meeting threshold total stockholder return metrics. As a result, during the past three years, our CEO’s realized pay was materially lower than the target pay opportunity, as described in the following chart evidencing our pay-for-performance philosophy and alignment with stockholder interests:
[MISSING IMAGE: bc_cumulativeceo-4c.jpg]
The following assumptions and calculations were used for purposes of the chart above:

Cumulative target pay for 2021-2023 includes base salary paid during each year, target annual incentive program (AIP) pay for each year, and target long-term equity incentives awarded as described in more detail throughout this section. Equity based awards are valued for this purpose at the target amount approved by the Compensation Committee.

Cumulative realizable pay for 2021-2023 includes base salary paid during each of the three years, actual AIP pay received for each year, and the value of shares vested during each year under long-term equity incentive awards. The base salary paid and AIP pay received for each year by our CEO are described in more detail in the Summary Compensation Table. The value of shares vested under long-term equity incentive awards to our CEO for this purpose were calculated by multiplying the total number of such shares by the closing price of our Class A common stock ($8.54) on December 29, 2023.
2023 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 78% of target compensation for our other NEOs). In addition, our pay mix is heavily
 
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weighted in equity (87% of target compensation for our CEO and an average of 64% 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 2023 for our CEO and the average of all other NEOs (excluding any one-time awards).
[MISSING IMAGE: pc_ceo-4c.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 2023 (excluding any one-time awards):
Name
Base
Salary
($)
% of
Total
Target
Short-Term
Cash Incentive
($)
% of
Total
Target
Long-Term
Equity Incentives
($)
% of
Total
Total Target
Compensation
John Morris 500,000 7% 500,000 7% 6,500,000 87% 7,500,000
Timothy J. Murphy 400,000 17% 300,000 13% 1,586,000 69% 2,286,000
Tyler B. Dempsey 385,000 25% 192,500 13% 950,000 62% 1,527,500
David Guthrie 400,000 22% 300,000 17% 1,100,000 61% 1,800,000
Jacob H. Moore 360,000 22% 270,000 17% 1,000,000 61% 1,630,000
Greater detail regarding the compensation of our NEOs can be found within the 2023 Summary Compensation Table.
 
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Consideration of Stockholder Feedback 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 2023 Annual Meeting, approximately 99% of the votes cast were in support of the compensation described in our 2023 proxy statement. The Compensation Committee interpreted this vote result as an indication of support for our fiscal 2022 compensation program. Additionally, during our stockholder engagement sessions in 2022, investors did not express any material concerns with our executive compensation program. As such, the Compensation Committee did not make material changes to our overall compensation program in 2023, other than the approval of one-time performance-based stock option awards to the NEOs other than the CEO.
Objectives of the Compensation Program
Our executive compensation program encompasses the overarching ideals of the Company as a whole. We value performance driven metrics and an astute workforce, and compensation decisions are made in support of the philosophy to pay for performance. The Compensation Committee believes this is best effectuated by designing compensation programs and policies to achieve the following primary objectives:

attract, 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: ic_greentick-4c.jpg]
Heavy emphasis on variable and performance-based compensation
[MISSING IMAGE: ic_greentick-4c.jpg]
Engage an independent compensation consultant
[MISSING IMAGE: ic_redcross-4c.jpg]
No significant perquisites
[MISSING IMAGE: ic_greentick-4c.jpg]
Stock ownership guidelines
[MISSING IMAGE: ic_greentick-4c.jpg]
Fully independent compensation committee
[MISSING IMAGE: ic_redcross-4c.jpg]
No incentives that encourage excessive risk-taking
[MISSING IMAGE: ic_greentick-4c.jpg]
Anti-hedging/Anti-pledging policy
[MISSING IMAGE: ic_greentick-4c.jpg]
Capped annual and long-term incentive programs
[MISSING IMAGE: ic_redcross-4c.jpg]
No tax gross ups
[MISSING IMAGE: ic_greentick-4c.jpg]
Mix of short-term and long-term incentives and performance metrics
[MISSING IMAGE: ic_greentick-4c.jpg]
Double trigger change in control cash severance benefits and equity vesting
[MISSING IMAGE: ic_redcross-4c.jpg]
No guaranteed incentive payments
[MISSING IMAGE: ic_greentick-4c.jpg]
Annual risk assessments
[MISSING IMAGE: ic_greentick-4c.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
 
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compensation. As described in the description of pay mix above, the majority of our executives’ compensation is at-risk and subject to performance achievement. We have a history of holding our executives accountable when performance has not met the rigorous expectations we build into the executive compensation program.
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/at-risk) Focuses executives on achieving annual financial and strategic goals that promote growth, profitability and returns, ultimately driving long-term stockholder value.
Long-Term Incentive Plan Equity (Variable/at-risk) Provides incentives for executives to reach long-term financial and strategic goals that drive stockholder value creation. Typically, our time-based awards vest over four years, and the performance period of our performance-based awards is three years.
Stock Options Equity (Variable/at-risk) Provides an incentive for executives to reach long-term financial and strategic goals that drive stockholder value creation and promotes retention among executive management.
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 100% of base salary. The AIP has a maximum funding at 200% of the target level for over performance and 0% funding of the target level for performance below threshold performance.
Annual Performance-Based and Service-Based Equity Awards
Equity awards are a significant component of our NEO compensation. Under the terms of our Amended and Restated Omnibus Incentive Plan, effective as of April 14, 2022 (the “Amended and Restated
 
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Plan”), the Compensation Committee has the authority to annually grant equity to our NEOs, which it has done since the Business Combination. The Amended and Restated 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 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 has historically been 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, in accordance with the terms of our Award Grant Policy.
Process for Determining Named Executive Officers’ Compensation
Role of Compensation Committee
The Compensation Committee is comprised of independent, non-employee members of the Board and has the primary authority to determine our compensation philosophy and establish the compensation of our NEOs. In establishing our NEOs’ compensation, the Compensation Committee uses its subjective evaluation of the executives’ performance and responsibilities, our overall performance and the CEO’s recommendations with respect to the other NEOs. The Compensation Committee’s specific authority and responsibilities are set forth in its charter, a copy of which is available on the “Investors” page of our website, www.repay.com.
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 in accordance with our Award Grant Policy, 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
 
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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 set forth in our Award Grant Policy.
The CEO recommends to the Compensation Committee annual base salaries, annual performance-based cash incentive awards and long-term or performance equity grants for the NEOs (other than the CEO). The Compensation Committee then evaluates each NEO, sets performance criteria for annual performance-based cash incentive awards, and makes long-term equity grants, if any. Although the Compensation Committee considers the CEO’s recommendations, the final decisions regarding base salary, annual incentive awards and equity awards of the NEOs are within the sole discretion of the Compensation Committee.
Role of the Independent Compensation Consultant
The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For 2023, 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 2023 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 2023.
Market Survey 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 2023, FW Cook provided information derived from the proxy statements of our peer group of 13 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 2023 NEO compensation included the following:
ACI Worldwide, Inc.
Bill.com Holdings, Inc.
Coupa Software Incorporated
EVERTEC Inc.
EVO Payments, Inc.
Green Dot Corporation
i3 Verticals, Inc.
International Money Express, Inc.
Nuvei Corporation
Priority Technology Holdings, Inc.
Shift4 Payments, 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 within a competitive range around median compensation levels at other companies of similar characteristics based on the executive’s
 
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position, level and job performance. The Compensation Committee took this evaluation into account in determining all elements of NEO compensation for 2023. The Compensation Committee annually evaluates the list of peer companies and will continue to make appropriate adjustments. In this regard, the Compensation Committee expects to focus on revenue as the most important metric for purposes of striving to ensure that the list of peers represent comparable companies.
Named Executive Officers’ Compensation in 2023
Base Salary
Base salary represents annual fixed compensation and provides our NEOs with a level of compensation consistent with their experience, responsibilities and contributions in relation to comparable positions in the marketplace. The Compensation Committee met in February of 2023 to determine the base salaries for our NEOs for 2023 and determined that base salaries should be established as set forth in the table below. The Compensation Committee decided to increase base salaries for our NEOs (other than Mr. Morris) to retain executive officers in a highly competitive labor market for executive talent. Mr. Moore transitioned from his position as Executive Vice President, Corporate Development & Strategy to his new role as Executive Vice President, Consumer Payments, which accounts for his additional increase in base salary. A competitive review of market data suggested Mr. Guthrie’s compensation was below the median. As such, and in recognition of his exceptional performance and the critical importance of the role of Chief Technology Officer to Repay’s business, the Compensation Committee approved a market adjustment increase in base salary to better align competitive market rates and to acknowledge Mr. Guthrie’s exceptional performance in his role.
Base salaries for our NEOs at the end of fiscal 2023, compared to their base salaries in effect at the end of fiscal 2022, are set forth below:
Name
2023 Base Salary ($)
2022 Base Salary ($)
% Change
John Morris 500,000 500,000 0%
Timothy J. Murphy 400,000 385,000 3.9%
Tyler B. Dempsey 385,000 374,500 2.8%
David Guthrie 400,000 350,000 14.3%
Jacob H. Moore 360,000 220,420 63.3%
Annual Performance-Based Cash Incentives
For 2023, 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, 100%; Mr. Murphy, 75%; Mr. Dempsey, 50%; Mr. Guthrie, 75%; and Mr. Moore, 75%. These AIP targets are consistent with the target levels for those individuals in 2022 (other than the increase for Mr. Moore from 50% to 75% and the increase from Mr. Guthrie from 50% to 75%). In connection with Mr. Moore’s new role as Executive Vice President, Consumer Payments, the Compensation Committee increased his annual performance-based cash bonus target. In recognition of Mr. Guthrie’s exceptional performance, the critical importance of the role of Chief Technology Officer to Repay’s business and the competitive review of market data suggesting Mr. Gutherie’s compensation was below the median, the Compensation Committee increased his annual performance-based cash bonus target.
The Compensation Committee establishes AIP targets during the first quarter of the fiscal year. When establishing the 2023 Adjusted EBITDA target for the AIP opportunity, the Committee noted that the 2023 Adjusted EBITDA target exceeded 2022 actual Adjusted EBITDA results despite 2022 actual results including (a) a full year contribution from the Blue Cow Software business in 2022 (which was divested in February 2023) and (b) contributions from political media clients (which would not be realized in 2023 as a non-election year). Individual performance results are also factored into the AIP opportunity. For fiscal year 2023, the Compensation Committee established the performance goals under the AIP, which are summarized as follows:
 
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Performance Objective:
Adjusted EBITDA
Consumer
Payments Business
Unit Gross Profit
Individual
Performance
Weighting among performance objectives (except for Mr. Moore)
75%
0%
25%
Weighting among performance objectives (for Mr. Moore)
35%
40%
25%
Threshold
$113.0 million
$160.0 million
50%
Target
$130.0 million
$184.0 million
100%
Maximum
$148.0 million
$210.0 million
200%
If actual performance of a financial metric does not meet the threshold, no award will be earned for that financial goal. If the actual performance of financial metric reaches the threshold, the award earned for that financial goal will be 50% of the target. The award earned for results between the threshold and the target and between the target and the maximum of 200% of the target is calculated using straight-line interpolation. The maximum incentive award for any NEO is 200% of his target bonus. The target performance goals under the 2023 AIP were set at an aggressive level that would require the Company to achieve the performance expected under its demanding operating plan. Therefore, although the Company reported a solid performance and growth across its business, the rigorous targets were not all met.
For 2023, Adjusted EBITDA was $126.9 million (resulting in a payout of 90% of the target for that objective) and Consumer Payments Business Unit Gross Profit was $185.8 million (resulting in a payout of 107.1% of the target for that objective). The Consumer Payments Business Unit Gross Profit metrics were established and calculated to exclude contributions from the Blue Cow Software business (divested in February 2023) and the Repay Clearing and Settlement (RCS) platform.
For purposes of determining the level of achievement in 2023 of each NEO for the portion of the AIP attributable to individual goals, the Compensation Committee reviewed each NEO’s level of achievement of specific objectives that were established in the first quarter of 2023. A summary of the categories and weighting of objectives for each NEO, as well as the Compensation Committee’s determination of the level of achievement, is set forth below.
 
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Name
Objective Category — Description
Weighting
Achievement
John Morris
Business Units — Client and prospect meetings
25% 100%
Strategic Planning — Business intelligence initiative and
segment reporting
15% 75%
Product — Evaluation of new payment modalities and sponsor bank relationships 5% 100%
People/Talent — Executive succession planning and other hiring initiatives 15% 100%
Investor Relations — Investor conferences, top shareholder meetings and related items 20% 100%
Board Relations — Individual board member meetings 20% 100%
Timothy J. Murphy
Corporate Development and Strategy — Capital allocation and capital structure evaluation
20% 100%
Investor Relations — Investor conferences and related items 25% 100%
Accounting — Segment reporting, accounts payable automation and accounting systems integration 25% 90%
FP&A and Revenue Accounting — Data automation initiative 20% 100%
People/Talent — Hiring initiatives 10% 100%
Tyler B. Dempsey
Outside Counsel — Legal spend management
25% 100%
Legal Department — Headcount management 25% 100%
Client Contracting — Development of new client contracting approach. 25% 100%
Privacy — State law data privacy compliance program updates 15% 100%
Vendor & Contract Management — New solution
rollout
10% 90%
David Guthrie
Product & Engineering — Implementation of various product, platform and integration enhancements and upgrades
30% 100%
Security — Multi-factor authentication implementation
and data retention updates
20% 100%
Data — Various initiatives relating to finance
automation, data governance and data quality initiatives
20% 100%
Budget — Engagement of procurement resource and technology expense management 10% 100%
People — Hiring initiatives 20% 100%
Jacob H. Moore
Strategic Planning — Various initiatives relating to go-to-market strategy
25% 100%
Client Relationship Management — Top client meetings
15% 100%
Operational Performance — Implementations department restructuring 15% 100%
New Client Development — New large client prospect efforts 15% 100%
New Product Sales — Mortgage vertical sales and integration initiatives 15% 80%
Acquisition Integration — Payix integration
workstreams
15% 90%
 
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In addition to a review of the specific objectives noted above, the Compensation Committee also reviewed other 2023 accomplishments for each NEO. For Messrs. Morris, Murphy, Dempsey and Guthrie, the Compensation Committee decided that the achievement of the weighted objectives would establish the payout for the portion of the AIP attributable to individual goals as follows: Mr. Morris, 96.3%; Mr. Murphy, 97.5%; Mr. Dempsey, 99%, and Mr. Guthrie, 100%. For Mr. Moore, in recognition of his overall contribution to the performance of the Consumer Payments business unit, the Compensation Committee decided to increase his weighted objectives by 3.5% so that the payout for the portion of the AIP attributable to individual goals would be 99%.
The target and actual annual performance-based incentives awards for each NEO under the 2023 AIP are detailed below:
Name
Target Bonus
Opportunity ($)*
Total
Payout %
Actual 2023 AIP
Cash Bonus
Awards ($)
John Morris 500,000 91.6% 457,875
Timothy J. Murphy 298,125 91.9% 273,902
Tyler B. Dempsey 191,265 92.3% 176,774
David Guthrie 279,167 92.5% 258,229
Jacob H. Moore 270,000 99.1% 267,543
*
Based on salary received in 2023.
Annual Long-Term Equity Incentives
During 2023, we granted two types of equity awards to all NEOs under the Amended and Restated Plan as part of our annual program: time-based restricted stock and performance-based restricted stock units. For the NEOs, the Compensation Committee determined to make 50% of the annual equity award in time-based restricted stock and 50% in performance-based restricted stock units. In developing this mix of annual equity awards, the Compensation Committee balanced the objectives relating to achieving milestones and aligning interests with stockholders provided by the performance-based awards and the objectives relating to retention and share ownership provided by the time-based awards. Each of the time-based awards generally vests in equal annual installments over a four-year period on the anniversary of the grant date. The performance-based awards have a performance cycle over a three-year performance period beginning in the year of grant. While the performance-based awards cliff vest as of the end of the performance period (subject to Company performance), actual share distribution is subject to a short administration period following the end of the performance period to allow for Compensation Committee approval of achievement of the performance targets.
For the performance-based awards granted in 2023, 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%
 
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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 2023 will be determined in early 2026.
In determining the size of the dollar value of annual equity awards granted, the Compensation Committee considered a variety of factors, including the desired equity mix and target total compensation. The actual number of equity awards granted is calculated by dividing the dollar value of the award by the closing price of our stock on the grant date. The dollar value of the awards granted in 2023 were generally consistent with those granted in 2022, except for in the case of Mr. Guthrie, Mr. Moore and Mr. Morris who received an increase in light of a review of our peer group, Company performance and increased responsibilities in their current roles (in the case of Mr. Guthrie and Mr. Moore), as described in more detail above. The annual grants of equity incentives were awarded to our NEOs in 2023 as provided below.
Name
Time-Based Restricted
Stock
Performance-
Based
Restricted
Stock Units
John Morris 530,179 530,179
Timothy J. Murphy 129,364 129,363
Tyler B. Dempsey 77,488 77,487
David Guthrie 89,723 89,722
Jacob H. Moore 81,566 81,566
Forfeiture of Fiscal 2021 Performance-Based Equity Awards
Certain of our NEOs were granted performance-based restricted stock units (the “2021 PSUs”) on February 24, 2021. The 2021 PSUs had a three-year performance period ending on December 31, 2023. Vesting of the 2021 PSUs was subject to attainment of performance goals based upon relative TSR relative to the Russell 2000 Index. The threshold performance goal set for these awards was a relative TSR performance at or above the 25% percentile. If the relative TSR performance was below the 25% percentile, the award would be forfeited.
The relative TSR Performance as of December 31, 2023 was as follows:
Performance Period
1/1/2021 – 12/31/2023
Performance Period Elapsed
100%
Repay TSR
(68.85)%
Repay Rank
1,375
Peer Count
1,657
Repay Percentile
17.03%
Current Payout
0%
The relative TSR percentile for the performance period was 0%. Therefore, the 2021 PSUs were forfeited for each applicable NEO.
One-Time Performance-Based Stock Options
On March 19, 2023, the Compensation Committee determined to grant one-time performance-based stock options (the “PSOs”) to certain executive officers, excluding each of the CEO and President (the co-founders) of the Company. These grants were intended to incentivize our executive management team to reach long-term financial and strategic goals and to emphasize longer-sustained stockholder value growth by setting performance levels far above the standard in our industry.
The Compensation Committee approved the grant of the PSOs to Messrs. Murphy, Dempsey, Guthrie and Moore, if fully vested, exercisable for 287,207, 191,470, 287,207 and 191,470 shares of Class A common stock, respectively, and having an exercise price of $6.13 per share of Class A common stock. The terms of
 
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the PSOs provide that they vest and become exercisable in three separate tranches as follows: (a) 31% shall vest and became exercisable on the later of (i) March 19, 2024, subject to the grantee’s continued employment through such date, and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $10.00 for any consecutive 20-day trading period ending on or prior to March 18, 2028; (b) 32% shall vest and become exercisable on the later of (i) March 19, 2025, subject to the grantee’s continued employment through such date, and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $14.50 for any consecutive 20-day trading period ending on or prior to March 18, 2028; and (c) 37% shall vest and become exercisable on the later of (i) March 19, 2026, subject to the grantee’s continued employment through such date, and (ii) the date on which the closing price per share of Class A common stock has equaled or exceeded $19.54 for any consecutive 20-day trading period ending on or prior to March 18, 2028.
The below table sets forth the challenging stock price performance hurdles required for the PSOs to vest and become exercisable, demonstrating the emphasis on promoting long-term stockholder value created through the awards.
Stock Price Hurdle
Required Stock
Price Growth
(1)
PSO Vesting
(% of # options)
$10.00 63% 31%
$14.50 137% 32%
$19.54 219% 37%
(1)
Measured against grant date share price of $6.13
The PSO awards are intended to be one-time awards that will incentivize executives to reach long-term financial and strategic goals that align with investor interests and promote retention for key members of the executive management team. By enhancing these executives’ stock ownership levels, the PSOs are further strengthening the executives’ alignment with the interests of our investors.
The PSOs provide a complementary compensation element to the annual equity grants. While the annual equity awards described earlier are partially tied to stock price performance over three years, these PSOs are intended to emphasize longer-sustained stockholder value growth. The performance hurdles are set at a level that would require extraordinary performance above and beyond what is expected or typical in our industry. These awards fall in line with our pay-for-performance philosophy in that returns to the executive will not be seen without guaranteed returns to investors over the same period.
Only the non-CEO executives were eligible to receive PSOs, and we do not expect regular use of these awards in future. We have not historically granted special awards as part of our compensation program, absent extraordinary circumstances. However, we believe that this grant of PSOs provided a unique opportunity to enhance the equity ownership position of our executive leadership team and further incentivize them to continue to deliver strong performance.
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. As of the record date, each of our executive officers and directors was in compliance with these stock ownership guidelines
 
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(taking into account the five-year ramp-up period for executive officers and directors who joined the Company after the Business Combination).
Clawback Policy
On August 2, 2023, we adopted the Repay Holdings Corporation Clawback Policy (the “Clawback Policy”), effective as of October 2, 2023, ensuring compliance with all Dodd-Frank regulatory requirements. Among other things, the Clawback Policy generally requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three fiscal years immediately preceding any accounting restatement. The amount to be recovered will approximate the amount by which the executive’s incentive compensation for the relevant period exceeded amounts that would have been earned based on the restated financial results.
While the Clawback Policy applies to incentive compensation earned by or awarded to executives on or after October 2, 2023, the Amended and Restated Plan also includes a clawback provision, pursuant to which we may recover the unearned portion of cash-based or equity-based compensation granted under the Amended and Restated Plan in the event our financial statements are restated as a result of material noncompliance with financial reporting requirements. The look-back for this clawback covers any of the prior three fiscal years. This clawback provision applies to any officer of the Company in a position of executive vice president or above, which includes all of the NEOs.
Anti-Hedging and Anti-Pledging Policy
The Board believes that it is undesirable for our directors, officers and employees to engage in hedging or speculative transactions that may put the personal gain of the insider in conflict with the best interests of the Company and our securityholders or otherwise give the appearance of impropriety. Therefore, we adopted an insider trading policy, which generally prohibits our directors, officers, and employees, whether or not in possession of material non-public information from (i) trading in options, warrants, puts and calls or similar instruments on our securities, and (ii) selling our securities “short” ​(i.e., selling stock that is not owned and borrowing the shares to make delivery).
In addition, our insider trading policy discourages margin accounts and pledges. The policy generally prohibits our directors, officers, and employees, whether or not in possession of material non-public information, from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral for a loan, without first obtaining pre-clearance.
Under the insider trading policy, our NEOs may only trade our securities during certain designated periods, as set out in our insider trading policy, and must obtain pre-clearance and approval prior to any transaction. All NEOs and directors are in compliance with this policy.
Perquisites
We do not provide any material perquisites to our NEOs. Our NEOs are entitled to participate in our health, welfare and vacation benefits to the same degree that our other employees are entitled to participate.
Employment Agreements
We have entered into employment agreements with our executive officers, as described below. For Messrs. Morris and Murphy, these employment agreements were entered in connection with Business Combination. For Messrs. Dempsey and Guthrie, these employment agreements were entered into at the commencement of each individual’s employment. Mr. Moore’s employment agreement was entered into in connection with his promotion to Executive Vice President in 2020. None of the employment agreements with our NEOs were entered into or amended since our 2023 Annual Meeting of Stockholders.
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
 
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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. 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.
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. Guthrie
On January 20, 2022, we entered into an employment agreement with Mr. Guthrie, which sets forth the terms and conditions of his service as Chief Technology Officer. On March 20, 2023, Mr. Guthrie’s employment agreement was amended to increase his individual target level for his annual performance-based cash bonus and currently provides for:

a base salary of at least $350,000 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; and

the opportunity to participate in our employee benefit plans.
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
 
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Strategy (now Executive Vice President, Consumer Payments). 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. On March 20, 2023, Mr. Moore’s employment agreement was further amended to increase his annual performance-based cash bonus target amount and to make other corresponding changes in accordance his new role as Executive Vice President, Consumer Payments (including removal of the “deal bonus” structure that was applicable in his role Executive Vice President, Corporate Development and Strategy). 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 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.
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 “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.
 
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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 Amended and Restated Plan and the equity award agreements.
Upon a voluntary resignation for any reason other than good reason or termination for cause, an NEO would only be entitled to his respective Accrued Rights. Upon a termination without cause or a voluntary termination for good reason prior to a change in control, (i) all unvested restricted stock that would have vested through the Severance Period will vest, (ii) unvested performance share units will be vested on a pro rata basis with respect to the employment requirement (with the pro rata period including the Severance Period), and the payout of the prorated performance share units will remain subject to actual performance at the end of the performance period, and (iii) all unvested performance-based stock options with respect to which the employment requirement has not been satisfied will be vested on a pro rata basis with respect to the employment requirement (with the pro rata period including the Severance Period), and the payout of those prorated performance-based stock options, plus the performance-based stock options with respect to which the employment requirement had been satisfied previously, will continue to be eligible to vest subject to the performance requirements until the earlier of March 18, 2028 or the end of the Severance Period.
Upon death or disability prior to a change in control, (i) all unvested restricted stock will fully accelerate, (ii) unvested performance share units will be vested on a pro rata basis with respect to the employment requirement, and the payout of the prorated performance share units will remain subject to actual performance at the end of the performance period, and (iii) unvested performance-based stock options with respect to which the employment requirement has not been satisfied will be vested on a pro rata basis with respect to the employment requirement, and the payout of those prorated performance-based stock options, plus the performance-based stock options with respect to which the employment requirement had been satisfied previously, will continue to be eligible to vest subject to the performance requirements until March 18, 2028.
In the event of a change of control, unvested restricted stock will become fully vested if the successor to the Company does not assume or provide a substitute for the unvested shares under the awards and the holder remains employed as of such date. If the successor to the Company does assume or provide a substitute for the unvested restricted stock, the assumed or substitute award will remain outstanding subject to the same vesting requirements after the change in control for each holder who remains employed after the change in control. In the event of a change of control, if the successor to the Company does not assume or provide a substitute for the unvested performance share units, the unvested performance share units will vest as of the change in control based on actual performance up to the date of the change in control if the holder remains employed as of such date. If the successor to the Company does assume or provide a substitute for the unvested performance share units, the unvested performance share units will remain outstanding and subject to employment-based vesting with respect to the number of shares earned as of the date of the change in control determined based on actual performance up to the date of the change in control for holders who remain employed as of the date of the change in control. Unvested performance share units that were granted to holders who terminated employment prior to the change in control and that remain outstanding as of the change in control also will vest as of the change in control based on actual performance up to the date of the change in control. In the event of a change of control, if the successor to the Company does not assume or provide a substitute for the unvested performance-based options, the unvested performance-based stock options will vest in full as of the date of the change in control if the holder remains employed as of such date. If the successor to the Company does assume or provide a substitute for the unvested performance-based options, the unvested performance-based stock options will remain outstanding and subject to employment-based vesting with respect to all of such performance-based options for holders who remain employed as of the date of the change in control. Unvested performance-based options that were
 
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granted to holders who terminated employment prior to the change in control and that remain outstanding as of the change in control also will vest as of the change in control.
If the equity award remains outstanding after the change in control, all unvested restricted stock, unvested performance share units and unvested performance-based stock options will fully accelerate and vest after any adjustments described above in connection with the change in control upon a termination without cause or a voluntary termination for good reason or death or disability.
Non-Compete and Non-Solicitation Agreements
Each of our NEOs are prohibited, pursuant to their employment agreements, from soliciting our customers or vendors, or recruiting our employees for a period of 24 months following the separation date. In addition, each NEO has agreed to not, directly or indirectly, compete with Repay within the Restricted Territory, as defined in the NEO’s employment agreement, for a period of 24 months. Pursuant to the employment agreements, the NEOs are also prohibited from divulging or making use of any Confidential Information or Trade Secrets (as defined in the agreements) during the NEO’s employment and following cessation of employment with the Company for any reason.
Health and Insurance Plans
Pursuant to their employment agreements, our NEOs are entitled to participate in our health, welfare and vacation benefits to the same degree that our other employees are entitled to participate.
Retirement Benefits
We have established a qualified retirement plan under Section 401(k) of the Internal Revenue Code. The plan covers all employees, including our NEOs. The purpose of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement. Eligible compensation under this plan is capped at Internal Revenue Code annual limits. The plan provides for matching contributions of 50% of participant deferrals, with a maximum annual employer contribution of 3% of a participant’s 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 2023, 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
 
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believe that our compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards.
Impact of Accounting and Tax Treatment of Compensation
The Compensation Committee regularly considers the various tax and accounting implications when designing our executive compensation programs. When determining the amount of long-term incentives and equity grants to certain executives and employees, the compensation committee considers and reviews the compensation costs associated with such grants.
Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid to certain executive officers in excess of $1 million during any taxable year. While considering tax deductibility as only one of several considerations in determining compensation, the 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 Mr. Guthrie, for the applicable fiscal years for which he was determined to be an NEO).
Name and principal position
Year
Salary
($)
(1)
Bonus
($)
Stock
awards
($)
(2)
Option
Awards
($)
(3)
Non-equity
incentive plan
compensation
($)
(4)
All other
compensation
($)
(5)
Total
($)
John Morris
Chief Executive Officer
2023 500,000 7,952,685 457,875 12,020 8,922,581
2022 475,833 5,499,988 113,010 12,200 6,101,031
2021 355,000 4,749,989 310,614 10,502 5,426,105
Tim Murphy
Chief Financial Officer
2023 397,500 1,940,451 749,997 273,902 11,233 3,373,083
2022 368,042 1,585,987 65,558 12,200 2,031,787
2021 283,250 1,590,304 371,753 18,234 2,263,541
Tyler Dempsey
General Counsel
2023 383,250 1,162,311 499,994 176,774 13,200 2,235,530
2022 370,417 859,989 46,302 9,363 1,286,070
2021 350,000 844,989 306,239 11,400 1,512,628
David Guthrie
Chief Technology Officer
2023 391,667 1,345,836 749,997 258,229 9,119 2,754,847
2022 331,603 810,167 41,450 1,183,220
Jacob H. Moore
Executive Vice President, Consumer Payments
2023 389,616 1,223,490 499,994 267,543 8,240 2,388,884
2022 218,017 479,984 135,574 12,200 845,775
2021 206,000 479,983 780,246 28,901 1,495,130
(1)
Amounts reflect annual base salary paid for the fiscal year.
(2)
Stock awards 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. The grant date fair value of performance-based restricted stock units granted in 2023 is estimated using the Monte Carlo simulation. The grant date fair value of performance-based restricted stock units granted in 2022 and 2021 was based on the quoted market value of the Company’s class A common stock on the grant date. 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, 2023, included in our 2023 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 2023 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, $9,749,992; Mr. Murphy, $2,378,992; Mr. Dempsey, $1,424,992; Mr. Guthrie, $1,649,994; and Mr. Moore $1,499,999.
(3)
Option awards were in the form of performance-based stock options. 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, 2023, included in our 2023 Form 10-K.
(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. Murphy, $159,316; Mr. Dempsey, $131,239; and Mr. Moore, $77,246. These shares were fully vested at grant, but had a 12-month holding period. For Mr. Moore, 2021 amount also includes $600,000 in “deal bonuses” provided under his then applicable employment agreement.
 
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(5)
Amounts reflect matching contributions made by the Company to NEO’s 401(k) plan account.
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, 2023. 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 Amended and Restated 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)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(5)
Exercise
Price of
Options
Awards
($/sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
(6)
Name(1)
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
John Morris
PSU
3/19/2023 265,090 530,179 1,060,358 4,702,688
RSA
3/19/2023 530,179 3,249,997
AIP
3/19/2023 250,000 500,000 1,000,000
Tim Murphy
PSU
3/19/2023 64,682 129,363 258,726 1,147,450
RSA
3/19/2023 129,364 793,001
AIP
3/19/2023 149,063 298,125 596,250
PSO
3/19/2023 287,207 6.13 749,997
Tyler Dempsey
PSU
3/19/2023 38,744 77,487 154,974 687,310
RSA
3/19/2023 77,488 475,001
AIP
3/19/2023 95,813 191,625 383,250
PSO
3/19/2023 191,470 6.13 499,994
David Guthrie
PSU
3/19/2023 44,861 89,722 179,444 795,834
RSA
3/19/2023 89,723 550,002
AIP
3/19/2023 146,875 293,750 587,500
PSO
3/19/2023 287,207 6.13 749,997
Jacob H. Moore
PSU
3/19/2023 40,783 81,566 163,132 723,490
RSA
3/19/2023 81,566 500,000
AIP
3/19/2023 135,000 270,000 540,000
PSO
3/19/2023 191,470 6.13 499,994
(1)
“AIP” refers to performance-based cash incentive awards under the 2023 AIP. “PSU” refers to performance-based restricted stock units awarded under the Amended and Restated Plan. “RSA” refers to time-based restricted stock awarded under Amended and Restated Plan. “PSO” refers to performance-based stock options awarded under Amended and Restated Plan.
(2)
The amounts shown reflect the threshold, target and maximum annual cash incentive opportunities under our 2023 AIP approved by the Compensation Committee.
 
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(3)
Represents grants of PSUs to each NEO during 2023. 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 2023. 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)
Represents one-time grants of PSOs to certain NEOs during 2023. These stock options will vest, if at all, based on achievement of certain share price targets as further described in the “Compensation Discussion and Analysis” above.
(6)
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, 2023, included in our 2023 Form 10-K.
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.
Option Awards
Stock Awards
Name
Grant
Date
Number of
securities
underlying
unexercised
options
(#)
exercisable
Number of
securities
underlying
unexercised
options
(#)
unexercisable
(1)
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
Option
exercise
price
($)
Option
expiration
date
Number
of shares
or units
of stock
that have
not vested
(#)
(2)
Market
value of
shares or
units of
stock that
have not
vested
($)
(3)
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
($)
(3)(4)
John Morris
3/11/2020 28,160 240,486
2/24/2021 51,992 444,012
2/23/2022 123,282 1,052,828
3/19/2023 530,179 4,527,729
2/24/2021 51,992(4) 444,012
2/23/2022 164,375(5) 1,403,763
3/19/2023 1,060,358(6) 9,055,457
Tim Murphy
3/11/2020 9,091 77,637
2/24/2021 17,407 148,656
2/23/2022 35,550 303,597
3/19/2023 129,364 1,104,769
2/24/2021 17,407(4) 148,656
2/23/2022 47,399(5) 404,787
3/19/2023 258,726(6) 2,209,520
3/19/2023 287,207 6.13 3/18/2030
 
46

 
Option Awards
Stock Awards
Name
Grant
Date
Number of
securities
underlying
unexercised
options
(#)
exercisable
Number of
securities
underlying
unexercised
options
(#)
unexercisable
(1)
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
Option
exercise
price
($)
Option
expiration
date
Number
of shares
or units
of stock
that have
not vested
(#)
(2)
Market
value of
shares or
units of
stock that
have not
vested
($)
(3)
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
($)
(3)(4)
Tyler Dempsey
3/11/2020 6,086 51,974
2/24/2021 9,249 78,986
2/23/2022 19,277 164,626
3/19/2023