DEF 14A of Repay Holdings Corp
Filed Apr 30, 2025 · FY20240000950170-25-061022
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board is currently fixed at nine members. Each director’s term expires at the 2025 Annual Meeting. William Jacobs will be retiring from the Board and will not stand for re-election. As a result, the size of the Board will be reduced to eight members, upon his retirement. Each other director will be elected at the 2025 Annual Meeting to serve for a term of one year, or until his or her successor is elected and qualified. We previously disclosed that Peter J. Kight notified us that he planned to retire from the Board in connection with the 2025 Annual Meeting. Mr. Kight subsequently informed us that he would stand for re-election and the Board approved his nomination. 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.
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Shaler Alias President and Co-Founder, Director Age: 45 Committee Memberships: • None | Value to the Board: 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. | | Biographical Information: 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. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Paul R. Garcia Independent Director Age: 72 Committee Memberships: • Audit Committee • Compensation Committee | Value to the Board: We believe that Mr. Garcia is well-qualified to serve as a member of our Board due to his extensive experience in the payment services industry. | | Biographical Information: Mr. Garcia has served as a director since the Business Combination. Mr. Garcia served as chairman and CEO of Global Payments Inc. (NYSE:GPN) (“Global Payments”), a leading provider of credit card processing, check authorization and other electronic payment processing services, from June 1999 to May 2014. Mr. Garcia has served as a director of Deluxe Corporation (NYSE: DLX) since August 2020 and as a director of UnitedHealthGroup Incorporated (NYSE: UNH) since November 2021. Mr. Garcia also serves as a director of AssuranceAmerica Corporation. He previously served on the board of directors of The Dun & Bradstreet Corporation from May 2012 until February 2019, West Corporation from March 2013 until October 2017, Global Payments from February 2001 until May 2014, and Truist Financial Corp. and its predecessor SunTrust Banks, Inc. from August 2014 until October 2021. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Maryann Goebel Independent Director Age: 74 Committee Memberships: • Technology Committee (Chair) | Value to the Board: We believe that Ms. Goebel is well-qualified to serve as a member of our Board due to her extensive experience in the information technology industry. | | Biographical Information: Ms. Goebel has served as a director since the Business Combination. Ms. Goebel has been an IT management consultant, providing assessments and recommendations regarding IT management and coaching to chief information officers, since July 2012. Ms. Goebel has served as a director of Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), a bank holding company, since February 2014. She is also a member of Seacoast’s audit committee, enterprise risk management committee and information technology committee and chairs its compensation and governance committee. From June 2009 to July 2012, Ms. Goebel served as Executive Vice President and Chief Information Officer of Fiserv, Inc. (“Fiserv”) (NASDAQ: FISV), where she was responsible for all internal Fiserv IT systems, as well as IT infrastructure, operations, engineering and middleware services for clients who chose to outsource their processing to Fiserv. Ms. Goebel previously served on the Arts and Sciences Advisory Board of her alma mater, Worcester Polytechnic Institute. In 2017, Ms. Goebel was awarded the CERT Certificate in Cybersecurity Oversight by the NACD. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Robert H. Hartheimer Independent Director Age: 67 Committee Memberships: • Audit Committee (Chair) • Nominating and Corporate Governance Committee (Chair) | Value to the Board: 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. | | Biographical Information: 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 23 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. Mr. Hartheimer is chairman of the audit committee and the compliance/risk committee of CardWorks. Mr. Hartheimer has been a director of ten U.S. companies in the last 28 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, three SPACs which successfully acquired businesses, one SPAC which terminated its business in December 2023 and one investment management business. In addition to his current role as chairman of two audit committees and one compliance/risk committee, he chaired audit Committees at five past companies and chaired compliance/risk committees at two companies. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Peter "Pete" J. Kight Independent Chairman Age: 69 Committee Memberships: • Nominating and Corporate Governance Committee (Chair) • Technology Committee | Value to the Board: We believe that Mr. Kight is well-qualified to serve as a member of our Board due to his extensive financial services, operational, management and investment experience. | | Biographical Information: Mr. Kight has been the Chairman of our Board since the Business Combination and previously served as the Executive Chairman of Thunder Bridge since June 2018. Mr. Kight has 35 years of industry experience. Mr. Kight previously served as a co-chairman and Managing Partner at Comvest Partners, a mid-market private investment firm, from 2010 to 2013, and then as a Senior Advisor at Comvest Partners from 2013 to 2015. He was the founder, chairman, and Chief Executive Officer of CheckFree Corporation (NASDAQ: CKFR), a provider of financial services technology, from 1981 until it was acquired by Fiserv (NASDAQ: FISV) in 2007. Mr. Kight then served as director and vice chairman of Fiserv following Fiserv’s acquisition of CheckFree from 2007 to 2012 (Vice Chairman from 2007 to 2010). Mr. Kight previously served as a director of Bill.com Holdings, Inc. (NYSE: BILL), a provider of software that digitizes and automates back-office financial operations, from May 2019 to January 2025 and as a director of indie Semiconductor, Inc. (NASDAQ: INDI), an Autotech solutions innovator, from June 2021 to June 2024. Mr. Kight previously served on the boards of directors of Akamai Technologies, Inc. (NASDAQ GS: AKAM), distributor of computing solutions and services, from 2004 to 2012, Manhattan Associates, Inc., (NASDAQ: MANH) a provider of supply chain planning and execution solutions, from 2007 to 2011, Kabbage, Inc., a technology-driven SME lending company, from 2015 to November 2017, Blackbaud, Inc. (NASDAQ: BLKB), a supplier of software and services specifically designed for nonprofit organizations, from 2014 to 2020, and Huntington Bancshares Incorporated (NASDAQ: HBAN), a regional bank holding company, from 2012 to 2020. He has been a Principal of Thunder Bridge Capital, LLC, since 2017. He holds more than a dozen patents and publications for electronic banking and payment systems. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | John Morris Chief Executive Officer and Co-Founder, Director Age: 56 Committee Memberships: • None | Value to the Board: We believe that Mr. Morris is well-qualified to serve as a member of our Board because of the experience that he brings as a co-founder as well as his over 20 years of experience in the payments industry. | | Biographical Information: Mr. Morris has served as our Chief Executive Officer and a director since the Business Combination. He co-founded REPAY LLC and has served as its Chief Executive Officer since 2010. From its formation in September 2016 through the Business Combination, Mr. Morris served as a member of the board of directors of Hawk Parent. Mr. Morris has also been a member of the board of directors of Repay Holdings, LLC since its formation in September 2013. From 1997 to 2008, Mr. Morris served as President of Security Check Atlanta, a check processing and recovery solutions company, until its acquisition by Payliance, where he served as Executive Vice President of Sales and Marketing prior to commencing his role as Chief Executive Officer of REPAY LLC. From 1994 to 1997, Mr. Morris served in several corporate finance positions for Bass Hotels and Resorts, including Director of Corporate Finance. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Emnet Rios Independent Director Age: 47 Committee Memberships: • Audit Committee • Technology Committee | Value to the Board: We believe that Ms. Rios is well-qualified to serve as a member of our Board because of her extensive combined experience of leading the finance, HR and operations functions of high growth organizations and her background in both the financial services and technology industries. | | Biographical Information: 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. | | |
Nominees for Election for Terms Expiring at the 2026 Annual Meeting of Stockholders
| | Richard E. Thornburgh Independent Director Age: 72 Committee Memberships: • Compensation Committee • Nominating and Corporate Governance Committee | Value to the Board: We believe Mr. Thornburgh is well-qualified to serve on our Board because of his familiarity with the capital markets and strategic transactions obtained through executive-level positions in investment banking and private equity, as well as his extensive experience in the financial services industry. | | Biographical Information: 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. | | |
2024 Executive Compensation Highlights
2024 Executive Compensation Highlights Our solid 2024 financial performance relative to the rigorous goals established in connection with our annual cash incentive program resulted in an average payout of approximately 96% of target bonus for our NEOs. Conversely, our stock price performance in 2022, 2023 and 2024 has generally continued to lag the broader market and relevant indices. As a result, the performance stock units granted in 2022 for the three-year performance period ended December 31, 2024 were paid at approximately 57% of the target level. 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 2024 Summary Compensation Table and the Pay Versus Performance discussions below.
2024 CEO Compensation Highlights
2024 CEO Compensation Highlights Our CEO’s 2024 target total direct compensation remained the same as his 2023 target total direct compensation. As noted below, as part of the Compensation Committee’s annual review of the Company’s peer group, the Compensation Committee made some meaningful changes to the peer group used for 2024 compensation evaluation purposes. The primary rationale for the decision to not increase our CEO’s compensation was based on the Compensation Committee’s review of applicable data that indicated our CEO’s 2023 total compensation would place him within a competitive range of the median of the updated compensation comparison peer group for 2024. In addition, in keeping with a pay for performance philosophy, the Compensation Committee also considered that the Company’s stock price performance over the past few years has generally continued to lag the broader market and relevant indices. The Compensation Committee balanced this factor against the Company’s solid 2023 financial and operational performance, the CEO’s strong leadership of the Company and 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.
2024 Pay Mix and Target Total Compensation
| 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 | 410,000 | 17% | 307,500 | 12% | 1,730,000 | 71% | 2,447,500 | | David Guthrie | 410,000 | 22% | 307,500 | 16% | 1,179,000 | 62% | 1,896,500 | | Jacob H. Moore | 369,000 | 21% | 276,750 | 16% | 1,100,000 | 63% | 1,745,700 | | Tyler B. Dempsey | 394,625 | 25% | 197,313 | 12% | 1,000,000 | 63% | 1,630,000 |
Annual Performance-Based Cash Incentive Awards
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
Annual Performance-Based and Service-Based Equity Awards Equity awards are a significant component of our NEO compensation. Under the terms of our Second Amended and Restated Omnibus Incentive Plan, effective as of April 19, 2024 (the “Second Amended and Restated Plan”), the Compensation Committee has the authority to annually grant equity to our NEOs, which it has done since the Business Combination. The Second 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. Additional information concerning the timing of the equity awards granted to the NEOs in 2024 is set forth below in the section entitled “Named Executive Officers’ Compensation in 2024 – Annual Long-term Equity Incentives.” 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.
Role of Management
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 Executive Vice President — Human Resources provides general support to the Compensation Committee, including providing details with respect to the operation of our various compensation and benefit plans. Our General Counsel advises the Compensation Committee on legal matters. The CEO and Executive Vice President – Human Resources present to the Compensation Committee the proposed individual goals for the NEOs and an analysis of the achievement of the goals approved by the Compensation Committee. In addition, these officers answer questions posed by the Compensation Committee. Also, the Board has delegated authority to our CEO to grant equity awards to employees other than executive officers, subject to certain parameters set forth in our Award Grant Policy. The CEO recommends to the Compensation Committee annual base salaries, annual performance-based cash incentive awards and long-term or performance equity grants for the NEOs (other than the CEO). The Compensation Committee then evaluates each NEO, sets performance criteria for annual performance-based cash incentive awards, and makes long-term equity grants, if any. Although the Compensation Committee considers the CEO’s recommendations, the final decisions regarding base salary, annual incentive awards and equity awards of the NEOs are within the sole discretion of the Compensation Committee.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For 2024, 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 2024 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 2024.
Market Survey Analysis
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 2024, FW Cook provided information derived from the proxy statements of our peer group of 17 companies, which includes publicly traded companies providing financial technology products and services with similar revenues, earnings and/or market capitalizations. With FW Cook’s assistance, the Compensation Committee updated the Company’s peer group to ensure that the Company’s revenues were within 10% of the peer group median. 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 2024 NEO compensation were as follows:
Market Survey Analysis
As noted earlier, the Compensation Committee made fairly significant changes to this peer group from the peer group utilized for 2023 NEO compensation. The following companies were removed from last year’s peer group: BILL Holdings, Inc., Coupa Software Incorporated, EVO Payments, Inc. (which was acquired), Green Dot Corporation, i3 Verticals, Inc., Priority Technology Holdings, Inc., and Shift4 Payments, Inc. Based on relative size and other factors, the Compensation Committee believed that these companies were no longer appropriate benchmarks for executive pay. The Compensation Committee reviewed compensation information from this peer group by comparable executive position and level to better understand the market for other participants for all aspects of compensation. In a review of the applicable data, the Compensation Committee sought to ensure that the overall compensation to our NEOs was competitive with industry standards and within a competitive range around median compensation levels at other companies of similar characteristics based on the executive’s position, level and job performance. The Compensation Committee took this evaluation into account in determining all elements of NEO compensation for 2024. The Compensation Committee annually evaluates the list of peer companies and will continue to make appropriate adjustments.
Annual Performance-Based Cash Incentives
Annual Performance-Based Cash Incentives For 2024, 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. Guthrie, 75%; Mr. Moore, 75%; and Mr. Dempsey, 50%. These AIP targets are consistent with the target levels for those individuals in 2023. The Compensation Committee establishes AIP targets during the first quarter of the fiscal year. The Compensation Committee’s philosophy is that the AIP target performance goals should match the Company’s internal operating plan approved by the Board. Individual performance results are also factored into the AIP opportunity. For fiscal year 2024, the Compensation Committee established the performance goals under the AIP, which are summarized as follows:
Annual Performance-Based Cash Incentives
| 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 | $123.4 million | $176.4 million | 50% | | Target | $141.9 million | $202.7 million | 100% | | Maximum | $156.0 million | $223.0 million | 200% |
Annual Performance-Based Cash Incentives
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 2024 AIP were set at an aggressive level above actual 2023 results 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 2024, Adjusted EBITDA was $140.8 million (resulting in a payout of 97% of the target for that objective) and Consumer Payments Business Unit Gross Profit was $193.1 million (resulting in a payout of 82% of the target for that objective). The Consumer Payments Business Unit Gross Profit metrics were established and calculated to exclude contributions from the Repay Clearing and Settlement (RCS) platform. For purposes of determining the level of achievement in 2024 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 2024. 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.
Annual Performance-Based Cash Incentives
| 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, M&A evaluation and support | 25% | 100% | | | Treasury – Capital allocation, cash management and convertible debt liability management | 20% | 100% | | | Financial Management – Free cash flow conversion metrics and cost savings initiative | 20% | 100% | | | Investor Relations — Investor conferences and related items | 15% | 100% | | | Accounting — Segment reporting, accounts payable, data automation and accounting systems close timing | 10% | 100% | | | FP&A — Implementation of pricing, commission and cost controls | 10% | 50% | | David Guthrie | Product & Engineering — Implementation of various product, platform and integration enhancements and upgrades | 30% | 100% | | | People/Talent — Spending reductions | 20% | 100% | | | Platforms — Migration of various legacy platforms | 20% | 100% | | | Platform Engineering & Security — Various security enhancements and infrastructure improvements | 20% | 100% | | | Budget — IT procurement savings initiatives | 10% | 100% | | Jacob H. Moore | Client Relationship Management — Top client meetings | 20% | 100% | | | New Client Development — New large client prospect efforts | 20% | 100% | | | People/Talent — Sales executive hiring targets | 15% | 100% | | | New Product Sales — Mortgage vertical sales and integration initiatives– Beta test metrics | 15% | 100% | | | Strategic and Organizational — Refinement and implementation of client success management function | 20% | 100% | | | Operational Performance — Review and analysis of client segmentation process | 10% | 100% | | Tyler B. Dempsey | Outside Counsel — Legal spend management | 20% | 100% | | | Legal/Compliance Department – Headcount management | 20% | 100% | | | Client Contracting — Rollout of updated client contract | 20% | 100% | | | Corporate Development — Support M&A efforts | 20% | 100% | | | Contract Management — Development and implementation of updated contract review and signature authority policies | 10% | 100% | | | Technology — Collaboration and evaluation of intellectual property protection strategy | 10% | 100% |
Annual Performance-Based Cash Incentives
In addition to a review of the specific objectives noted above, the Compensation Committee also reviewed other 2024 accomplishments for each NEO. For each NEO, 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, 100%; Mr. Murphy, 95%; Mr. Guthrie, 100%; Mr. Moore, 100%; and Mr. Dempsey, 100%. The target and actual annual performance-based incentives awards for each NEO under the 2024 AIP are detailed below:
Annual Performance-Based Cash Incentives
| Name | Target Bonus Opportunity ($)* | Total Payout % | Actual 2024 AIP Cash Bonus Awards ($) | | John Morris | 500,000 | 97.8% | 488,750 | | Timothy J. Murphy | 306,250 | 96.5% | 295,531 | | David Guthrie | 306,250 | 97.8% | 299,359 | | Jacob H. Moore | 275,625 | 91.6% | 252,555 | | Tyler B. Dempsey | 196,511 | 97.8% | 192,089 |
Annual Performance-Based Cash Incentives
* Based on salary received in 2024.
Annual Long-Term Equity Incentives
Annual Long-Term Equity Incentives During 2024, we granted both time-based restricted stock awards and performance-based restricted stock unit awards to all NEOs under the Second Amended and Restated Plan (or its predecessor). 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 2024, the Compensation Committee granted 50% of the awards tied to each of two different performance metrics: an Adjusted EBITDA performance measure and a Total Shareholder Return (“TSR”) performance measure. The Adjusted EBITDA performance measure is designed to tie a portion of our NEO’s executive compensation to a key internal operational performance metric that measures management’s ability to drive profitable growth. The TSR performance measure is designed to further align the NEO’s interests with those of our stockholders. The 2024 performance-based award design reflects a change from prior years, when TSR was the sole performance measure for long-term equity grants. The Compensation Committee implemented this change to better align management incentives with long-term operational performance and to mitigate the impact of external market volatility on compensation outcomes. The Compensation Committee considered several potential financial metrics and noted that Adjusted EBITDA is also used as a performance objective under the short-term AIP. After careful consideration (including noting that the Company has consistently identified Adjusted EBITDA as its most important financial performance metric), the Compensation Committee concluded Adjusted EBITDA growth is the most appropriate internal financial metric for this purpose because it incentivizes our executive management team to both drive revenue growth and to carefully manage costs over the long-term, complementing the short-term nature of the AIP. For the Adjusted EBITDA PSUs, the Compensation Committee established threshold, target and maximum Adjusted EBITDA growth rate goals in February 2024 for each of fiscal year 2024, fiscal year 2025 and fiscal year 2026. These pre-established growth rate goals will be applied to the prior year’s actual Adjusted EBITDA results. The target growth rate goal for fiscal year 2024 aligns with the Company’s internal operating plan approved by the Board. For fiscal year 2025 and fiscal year 2026, the target growth rate goals are based on a medium-term growth forecast that was presented to the Board in late 2023. This medium-term growth forecast reflects meaningful acceleration in growth rates when compared to the Company’s recent organic results (with normalization for the cyclicality associated with clients that focus on political advertising within our media vertical). The average of each of the three years’ annual achievement of goals (which may range from 0% to 200%) will determine the percentage of the Adjusted EBITDA PSU that is earned. Additional information with respect to the varying levels of performance and corresponding payout percentages is as follows:
Annual Long-Term Equity Incentives
| Repay Adjusted EBITDA Year-over-Year Growth (all expressed as percentages) | Percent of Target Award Earned | | 75% premium to Target Growth Rate | 200% | | Target Growth Rate | 100% | | 75% discount to Target Growth Rate | 50% | | More than 75% discount to Target Growth Rate | 0% |
Annual Long-Term Equity Incentives
For the TSR PSUs, TSR is defined as stock price appreciation assuming any dividends are reinvested on ex-dividend date. To mitigate against unusual volatility, the actual beginning and ending price for the performance period will reflect a 20-trading day average. The TSR performance will be measured against the Russell 2000 over the three year performance period. This benchmark provides for a robust comparator group, which mitigates against anomalies due to changes in the composition of the peer group over the performance period. TSR will be measured separately for Repay and each company in the comparator group. The percent of target award earned is based on the percentile rank of Repay’s TSR relative to the TSR of the members of the comparator group. The performance and percent of award earned is as follows:
Annual Long-Term Equity Incentives
| Repay TSR Performance | Percent of Target Award Earned | | 75th percentile or higher | 200% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |
Annual Long-Term Equity Incentives
The Compensation Committee evaluated potential changes to the terms of the TSR PSUs for 2024, including the rigor of the TSR performance goals and the possibility of a cap in the event of negative absolute TSR over the performance period. The Compensation Committee, with FW Cook’s assistance, concluded that the current terms of the TSR PSUs remain consistent with the prevailing practices among peer companies with whom Repay competes for executive talent. The Compensation Committee will continue to monitor evolving market trends and may consider changes to the TSR PSUs terms in the future. For each Adjusted EBITDA PSU and TSR PSU, the award earned for results between any of 50%, 100% and 200% levels will be calculated using straight-line interpolation. In each case, the achievement of the performance goals for the performance-based equity awards granted in 2024 will be determined in early 2027. 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 2024 were generally consistent with those granted in 2023. In 2024, the grant date for the time-based restricted stock awards was February 19, 2024. Due to the limited share availability under the Company’s prior omnibus incentive plan at that time, the Compensation Committee decided to defer the grant of the performance-based restricted stock unit awards to the Company’s executive management team that would have otherwise been made in February 2024 as part of the annual equity grant program. Promptly following the approval of the Second Amended and Restated Plan by the Company’s stockholders on May 30, 2024, the Compensation Committee approved the grant of the performance-based restricted stock unit awards to the Company’s executive management team as part of the 2024 annual equity grant program of the Company and otherwise consistent with the Award Grant Policy. The annual grants of equity incentives were awarded to our NEOs in 2024 as provided below.
Annual Long-Term Equity Incentives
| Name | Time-Based Restricted Stock | Performance- Based Restricted Stock Units (EBITDA) | Performance- Based Restricted Stock Units (TSR) | | John Morris | 408,291 | 167,525 | 167,526 | | Timothy J. Murphy | 108,668 | 44,587 | 44,588 | | David Guthrie | 74,057 | 30,386 | 30,387 | | Jacob H. Moore | 69,095 | 25,350 | 28,351 | | Tyler B. Dempsey | 62,814 | 25,773 | 25,773 |
Partial Payout of Fiscal 2022 Performance-Based Equity Awards
Partial Payout of Fiscal 2022 Performance-Based Equity Awards Each of our NEOs were granted performance-based restricted stock units (the “2022 PSUs”) on February 23, 2022. The 2022 PSUs had a three-year performance period ending on December 31, 2024. Vesting of the 2022 PSUs was subject to attainment of performance goals based upon relative TSR relative to the Russell 2000 Index. The target performance goal set for these awards was a relative TSR performance at the 50% percentile, and the threshold performance goal was a relative TSR performance at or above the 25% percentile. The relative TSR Performance as of December 31, 2024 was as follows:
Partial Payout of Fiscal 2022 Performance-Based Equity Awards
| Performance Period | 1/1/2022 – 12/31/2024 | | Performance Period Elapsed | 100% | | Repay TSR | (55.83)% | | Repay Rank | 1,177 | | Peer Count | 1,647 | | Repay Percentile | 28.55% | | Current Payout | 57.1% |
Partial Payout of Fiscal 2022 Performance-Based Equity Awards
The relative TSR percentile for the performance period was 28.55%. On February 21, 2025, the Compensation Committee approved this level of achievement of the 2022 PSUs, and each NEO was issued a number of shares of the Company’s Class A common stock equal to 57.1% of the NEO’s target award for the 2022 PSUs.
Employment Agreements
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 2024 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 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 (and which is currently $500,000 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(and which is currently $410,000 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. 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 (and which is currently $410,000 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 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 (and which is currently $369,000 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 (and which is currently $394,625 per year); • an annual performance-based cash bonus with a target amount of 50% of his base salary based on the achievement of certain performance objectives established by the Compensation Committee; • the opportunity to participate in our employee benefit plans; and • automatic renewals for successive one-year periods unless either party provides written notice at least 90 days prior to the end of the applicable term. Termination Benefits under the Employment Agreements Each of the NEO’s employment agreements also provide for severance benefits upon a termination of employment and certain restrictive covenants, including non-competition and non-solicitation covenants as described below.
Summary Executive Compensation Table
| Name and principal position | Year | Salary ($) (1) | Bonus ($) | Stock awards ($) (2) | Option awards ($)(3) | Non-equity incentive plan compensation ($) (4) | All other compensation ($) (5) | Total ($) | | John Morris | 2024 | 500,000 | — | 7,615,714 | — | 488,750 | 10,350 | 8,614,814 | | 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 | | Tim Murphy | 2024 | 408,333 | — | 2,026,951 | — | 295,531 | 8,500 | 2,739,315 | | Chief Financial Officer | 2023 | 397,500 | — | 1,940,451 | 749,997 | 273,902 | 11,233 | 3,373,083 | | [through May 15, 2025] | 2022 | 368,042 | — | 1,585,987 | — | 65,558 | 12,200 | 2,031,787 | | David Guthrie | 2024 | 408,333 | — | 1,381,369 | — | 299,359 | 4,075 | 2,093,137 | | 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 | 2024 | 367,500 | — | 1,288,814 | — | 252,555 | 9,188 | 1,918,056 | | Executive Vice President, | 2023 | 389,616 | — | 1,223,490 | 499,994 | 267,543 | 8,240 | 2,388,884 | | Consumer Payments | 2022 | 218,017 | — | 479,984 | — | 135,574 | 12,200 | 845,775 | | Tyler Dempsey | 2024 | 393,021 | — | 1,171,644 | — | 192,089 | 10,350 | 1,767,104 | | 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 |
Grants of Plan-Based Awards Table
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, 2024. 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 Second Amended and Restated Plan.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Award (2) | | | Estimated Future Payouts Under Equity Incentive Plan Award (3) | | | All Other Stock | All Other Option | | Grant | | Name (1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards: Number of Shares of Stock or Units (#) (4) | Awards: Number of Securities Underlying Options (#) | Exercise Price of Options Awards ($/sh) | Date Fair Value of Stock and Option Awards ($) (5) | | John Morris | | | | | | | | | | | | | AIP | 2/19/2024 | 250,000 | 500,000 | 1,000,000 | | | | | | | | | RSA | 2/19/2024 | | | | | | | 408,291 | | | 3,249,996 | | PSU - EBITDA | 5/30/2024 | | | | 83,763 | 167,525 | 335,050 | | | | 1,624,993 | | PSU - TSR | 5/30/2024 | | | | 83,763 | 167,526 | 335,052 | | | | 2,740,725 | | Tim Murphy | | | | | | | | | | | | | AIP | 2/19/2024 | 153,125 | 306,250 | 612,500 | | | | | | | | | RSA | 2/19/2024 | | | | | | | 108,668 | | | 864,997 | | PSU - EBITDA | 5/30/2024 | | | | 22,294 | 44,587 | 89,174 | | | | 432,494 | | PSU - TSR | 5/30/2024 | | | | 22,294 | 44,588 | 89,176 | | | | 729,460 | | David Guthrie | | | | | | | | | | | | | AIP | 2/19/2024 | 153,125 | 306,250 | 612,500 | | | | | | | | | RSA | 2/19/2024 | | | | | | | 74,057 | | | 589,494 | | PSU - EBITDA | 5/30/2024 | | | | 15,193 | 30,386 | 60,772 | | | | 294,744 | | PSU - TSR | 5/30/2024 | | | | 15,194 | 30,387 | 60,774 | | | | 497,131 | | Jacob H. Moore | | | | | | | | | | | | | AIP | 2/19/2024 | 137,813 | 275,625 | 551,250 | | | | | | | | | RSA | 2/19/2024 | | | | | | | 69,095 | | | 549,996 | | PSU - EBITDA | 5/30/2024 | | | | 14,175 | 28,350 | 56,700 | | | | 274,995 | | PSU - TSR | 5/30/2024 | | | | 14,176 | 28,351 | 56,702 | | | | 463,822 | | Tyler Dempsey | | | | | | | | | | | | | AIP | 2/19/2024 | 98,255 | 196,510 | 393,021 | | | | | | | | | RSA | 2/19/2024 | | | | | | | 62,814 | | | 499,999 | | PSU - EBITDA | 5/30/2024 | | | | 12,887 | 25,773 | 51,546 | | | | 249,998 | | PSU - TSR | 5/30/2024 | | | | 12,887 | 25,773 | 51,546 | | | | 421,646 |
Grants of Plan-Based Awards Table
(1) “AIP” refers to performance-based cash incentive awards under the 2024 AIP. “PSU” refers to performance-based restricted stock units awarded under the Second Amended and Restated Plan. “RSA” refers to time-based restricted stock awarded under the Second Amended and Restated Plan. (2) The amounts shown reflect the threshold, target and maximum annual cash incentive opportunities under our 2024 AIP approved by the Compensation Committee. (3) Represents grants of PSUs to each NEO during 2024. The TSR-based 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. The Adjusted EBITDA-based PSUs are earned, if at all, based on Adjusted EBITDA for each of the three years of the performance period. 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 2024. 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. 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, 2024, included in our 2024 Form 10-K.
Narrative Disclosure to Summary Executive Compensation Table and Grants of Plan-Based Awards Table
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
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.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable (1) | Number of securities underlying unexercised options (#) unexercisable (1) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) (1) | 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 | 2/24/2021 | | | | | | 25,996 | 198,349 | | | | Morris | 2/23/2022 | | | | | | 82,188 | 627,094 | 164,375(4) | 1,254,181 | | | 3/19/2023 | | | | | | 397,635 | 3,033,955 | 530,179(5) | 4,045,266 | | | 2/19/2024 | | | | | | 408,291 | 3,115,260 | | | | | 5/30/2024 - EBITDA | | | | | | | | 167,525(6) | 1,278,216 | | | 5/30/2024 - TSR | | | | | | | | 167,526(6) | 1,278,223 | | Tim | 2/24/2021 | | | | | | 8,704 | 66,412 | | | | Murphy | 2/23/2022 | | | | | | 23,700 | 180,831 | 47,399(4) | 361,654 | | | 3/19/2023 | 88,339 | | 198,868 | 6.13 | 3/18/2030 | 97,023 | 740,285 | 129,363(5) | 987,040 | | | 2/19/2024 | | | | | | 108,668 | 829,137 | | | | | 5/30/2024 - EBITDA | | | | | | | | 44,587(6) | 340,199 | | | 5/30/2024 - TSR | | | | | | | | 44,588(6) | 340,206 | | David | 2/23/2022 | | | | | | 12,107 | 92,376 | 24,213(4) | 184,745 | | Guthrie | 3/19/2023 | 88,339 | | 198,868 | 6.13 | 3/18/2030 | 67,293 | 513,446 | 89,722(5) | 684,579 | | | 2/19/2024 | | | | | | 74,057 | 565,055 | | | | | 5/30/2024 - EBITDA | | | | | | | | 30,386(6) | 231,845 | | | 5/30/2024 - TSR | | | | | | | | 30,387(6) | 231,853 | | Jacob H. | 2/24/2021 | | | | | | 2,627 | 20,044 | | | | Moore | 2/23/2022 | | | | | | 7,173 | 54,730 | 14,345(4) | 109,452 | | | 3/19/2023 | | | 132,578 | 6.13 | 3/18/2030 | 61,175 | 466,765 | 81,566(5) | 622,349 | | | 2/19/2024 | | | | | | 69,095 | 527,195 | | | | | 5/30/2024 - EBITDA | | | | | | | | 28,350(6) | 216,311 | | | 5/30/2024 - TSR | | | | | | | | 28,351(6) | 216,318 | | Tyler | 2/24/2021 | | | | | | 4,625 | 35,289 | | | | Dempsey | 2/23/2022 | | | | | | 12,851 | 98,053 | 25,702(4) | 196,106 | | | 3/19/2023 | 58,892 | | 132,578 | 6.13 | 3/18/2030 | 58,116 | 443,425 | 77,487(5) | 591,226 | | | 2/19/2024 | | | | | | 62,814 | 479,271 | | | | | 5/30/2024 - EBITDA | | | | | | | | 25,773(6) | 196,648 | | | 5/30/2024 - TSR | | | | | | | | 25,773(6) | 196,648 |
Outstanding Equity Awards at Fiscal Year-End
These represent performance-based stock options granted in 2023. The terms of the performance-based stock options provide that they vest and become exercisable in three separate tranches as follows: (a) 31% shall vest and become exercisable on the later of (i) March 19, 2024 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 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 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 first tranche of the performance-based stock options vested on April 9, 2024. These represent time-based RSAs of our Class A common Stock. The RSAs vest in equal annual installments over a four-year period on the anniversary of the grant date. Additional information regarding the terms of the RSAs is set forth in the “Compensation Discussion and Analysis” above. (3) Based on the closing price of our Class A common stock ($7.63) on December 31, 2024. (4) These represent PSUs granted in 2022. The PSUs are earned, if at all, based on our TSR performance after a three-year performance period ending December 31, 2024 relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above. The number of PSUs in this table is based on assumed achievement at the “target” level payout of 100%. However, on February 21, 2025, the Compensation Committee determined that the TSR performance thresholds were met at a 57.1% payout level, and each NEO was issued a number of shares of the Company’s Class A common stock equal to 57.1% of the NEO’s target award for the 2022 PSUs and the remaining 2022 PSUs were forfeited. (5) These represent PSUs granted in 2023. The PSUs are earned, if at all, based on our TSR performance after a three-year performance period ending December 31, 2025 relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above. The number of PSUs in this table is based on assumed achievement at the “target” level payout of 100%. (6) These represent PSUs granted in 2024. The Adjusted EBITDA-based PSUs are earned, if at all, based on Adjusted EBITDA for each of the three years during the performance period ending December 31, 2026. The TSR-based PSUs are earned, if at all, based on our TSR performance after a three-year performance period ending December 31, 2026 relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above. The number of PSUs in this table is based on assumed achievement at the “target” level payout of 100%.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information concerning the exercise of all stock options and vesting of all stock awards on an aggregated basis for each NEO during the fiscal year ended December 31, 2024.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | John Morris | | | 227,794 | 2,252,816 | | Tim Murphy | | | 61,985 | 606,690 | | David Guthrie | | | 28,483 | 289,525 | | Jacob H. Moore | 58,892 | 113,374 | 29,091 | 293,943 | | Tyler Dempsey | | | 36,508 | 359,290 |
Option Exercises and Stock Vested Table
(1) Represents the number of shares underlying stock options exercised multiplied by the difference between the closing price of our Class A common stock on the exercise date and the exercise price of the stock options. Represents the number of shares of time-based restricted stock awards vested multiplied by the closing price of our Class A common stock on the vesting date.
Potential Payments Upon Termination or Change-In-Control
Potential Payments Upon Termination or Change-In-Control Pursuant to the terms of the employment agreements for each NEO, in the event of a termination of the executive’s employment by us without “Cause” (as defined in the agreements), by the executive for “Good Reason,” (as defined in the agreements), or a non-renewal by us, the executive is entitled to receive the following payments and benefits: • An amount equal to the sum of base salary and target annual bonus for each fiscal year during the Severance Period (as defined below), payable in installments; • Immediate vesting of all time-based equity awards that would have vested through the Severance Period; • All performance-based equity awards remain outstanding and eligible to vest based on achievement of performance objectives through the Severance Period; and • Outstanding stock options remain outstanding until the earlier of (i) the expiration of the Severance Period and (ii) the original expiration of the stock option. Pursuant to the terms of the Performance-Based Non-Qualified Stock Option Award Agreements, for each NEO, in the event of a termination of the executive’s employment by us without “Cause” (as defined in the agreements), by the executive for “Good Reason,” (as defined in the agreements), the Stock Options outstanding (i) shall become vested with respect to the service-based vesting requirements applicable to the Stock Options, if not satisfied previously, notwithstanding the termination of the NEO’s employment with the Company, with respect to those Stock Options that would have satisfied the service-based vesting requirements applicable to the Stock Options had the NEO remained employed with the Company through the Severance Period and the NEO, and (ii) such Stock Options, plus any of the NEO’s Stock Options with respect to which the service-based vesting requirements applicable to the Stock Options were satisfied previously, shall remain outstanding and eligible to become vested and exercisable on satisfaction of the performance-based vesting requirements applicable to such Stock Options prior to the earlier of the end of the Performance Period and the Severance Period on the same basis that such Stock Options would have become vested and exercisable had the NEOs employment with the Company not terminated prior to the earlier of the end of the Performance Period and the Severance Period. The severance period is 18 months; provided that in the event such termination is on or within 24 months following a change in control or prior to and in anticipation of a change in control, the severance period is 30 months (such applicable period, the “Severance Period”). Such severance payments and benefits are subject to execution and non-revocation of a release of claims. Pursuant to the terms of the employment agreements, in the event of a termination due to death or incapacity, each NEO is entitled to the annual bonus that would have been paid had the executive remained employed until the end of the applicable bonus period. In the event of any termination of employment, each NEO is entitled to a lump sum equal to (i) any earned but unpaid base salary, (ii) any earned but unpaid annual bonus, (iii) any unreimbursed business expenses and (iv) vested and accrued employee benefits, if any, to which the executive is entitled under employee benefit plans. For additional information concerning our executive compensation, see “Compensation Discussion and Analysis” above. The following table shows the value to the NEOs of hypothetical benefits and payments provided upon termination as of December 31, 2024 under the Company’s policies and programs. The value of the acceleration of time-based equity awards and performance-based equity awards are calculated based on the $7.63 closing price of our Class A common stock on December 31, 2024.
Potential Payments Upon Termination or Change-In-Control
| Name | Payment and/or Benefit | Termination for Cause ($) | Voluntary Termination ($) | Termination Without Cause or for Good Reason or Non- Renewal ($) | Termination Without Cause or for Good Reason or Non- Renewal Upon Change in Control ($) (1) | Incapacity | Death | | John | Base Salary | — | — | 750,000 | 1,250,000 | — | — | | Morris | Annual Bonus (2) | 488,750 | 488,750 | 1,238,750 | 1,738,750 | 488,750 | 488,750 | | | Acceleration of Time-Based Equity Awards | — | — | 4,405,707 | 6,974,659 | 6,974,659 | 6,974,659 | | | Acceleration of Performance-Based Equity Awards(3) | — | — | 6,209,061 | 6,602,766 | 3,859,565 | 3,859,565 | | | Acceleration of Performance-Based Stock Option Awards | — | — | — | — | — | — | | Tim | Base Salary | — | — | 615,000 | 1,025,000 | — | — | | Murphy | Annual Bonus (2) | 295,531 | 295,531 | 756,781 | 1,064,281 | 295,531 | 295,531 | | | Acceleration of Time-Based Equity Awards | — | — | 1,155,335 | 1,816,665 | 1,816,665 | 1,816,665 | | | Acceleration of Performance-Based Equity Awards(3) | — | — | 1,589,956 | 1,694,742 | 990,799 | 990,799 | | | Acceleration of Performance-Based Stock Option Awards | — | — | — | 298,302 | — | — | | David | Base Salary | — | — | 615,000 | 1,025,000 | — | — | | Guthrie | Annual Bonus(2) | 299,359 | 299,359 | 760,609 | 1,068,109 | 299,359 | 299,359 | | | Acceleration of Time-Based Restricted Stock Awards | — | — | 717,197 | 1,170,877 | 1,170,877 | 1,170,877 | | | Acceleration of Performance- Based Restricted Stock Unit Awards(3) | — | — | 1,058,747 | 1,130,159 | 646,943 | 646,943 | | | Acceleration of Performance-Based Stock Option Awards | — | — | — | 298,302 | — | — | | Jacob H. | Base Salary | — | — | 553,500 | 922,500 | — | — | | Moore | Annual Bonus (2) | 252,555 | 252,555 | 667,680 | 944,430 | 252,555 | 252,555 | | | Acceleration of Time-Based Equity Awards | — | — | 649,542 | 1,068,734 | 1,068,734 | 1,068,734 | | | Acceleration of Performance-Based Equity Awards(3) | — | — | 937,551 | 1,004,178 | 558,117 | 558,117 | | | Acceleration of Performance-Based Stock Option Awards | — | — | — | 198,867 | — | — | | Tyler | Base Salary | — | — | 591,938 | 986,563 | — | — | | Dempsey | Annual Bonus (2) | 192,089 | 192,089 | 488,058 | 685,370 | 192,089 | 192,089 | | | Acceleration of Time-Based Equity Awards | — | — | 668,586 | 1,056,038 | 1,056,038 | 1,056,038 | | | Acceleration of Performance-Based Equity Awards(3) | — | — | 929,777 | 990,346 | 577,404 | 577,404 | | | Acceleration of Performance-Based Stock Option Awards | — | — | — | 198,867 | — | — |
Potential Payments Upon Termination or Change-In-Control
(1) Assumes a change in control occurred on December 31, 2024, immediately followed by the executive’s termination. (2) Amount includes 2024 AIP bonus because, under executive employment agreements, such bonus is deemed earned if the executive is employed on December 31, 2024. (3) Assumes TSR performance thresholds from third party calculation of actual performance through December 31, 2024.
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K promulgated under the Exchange Act, we are required to disclose the median annual total compensation of all the Company’s employees, the total compensation of our CEO and the ratio of those two amounts. The pay ratio set forth below is a reasonable estimate and has been calculated in a manner consistent with SEC rules and based on the methodology described below. The SEC rules for identifying median employees allow companies to use a variety of methodologies. As a result, the pay ratio reported by others may not be comparable to our reported pay ratio. For the year ended December 31, 2024: the total compensation for our median employee was $100,755; • the annual total compensation of Mr. Morris was $8,614,814; and • based on the information above, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 86 to 1. The methodology that we used and the material assumptions, adjustments and estimates that we used to identify the median and determine annual total compensation were as follows: Employee population. As of December 31, 2024, the date we selected to identify our median employee, our employee population consisted of approximately 468 individuals, which reflects our employee population for purposes of determining the pay ratio described above. Identification of Median. To identify the median of the annual total compensation of all of our employees, we reviewed the total cash compensation of all applicable employees for the twelve-month period ending on December 31, 2024 (the “reported compensation”). In making this calculation, we did not annualize the reported compensation of any of our employees who were hired during the period, nor did we make any cost of living adjustments to the reported compensation in identifying the median employee. Using this methodology, we determined that our median employee was a full-time, salaried and commission-eligible employee located in the U.S.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company. In determining CAP to the named executive officers, the Company is required to make various adjustments to the amounts that have been previously reported in the Summary Compensation Table (“SCT”) for the fiscal years presented, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”
Most Important Performance Measures
| | Summary Compensation | Compensation Actually | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | Adjusted | | Year (a) | Table Total to CEO (b) | Paid to CEO (1) (c) | for Non-CEO NEOs (2) (d) | to Non-CEO NEOs (2) (e) | Company TSR (3) (f) | Peer Group TSR (4) (g) | Net Income (in thousands) (5) (h) | EBITDA (in thousands) (6) (i) | | 2024 | $8,614,814 | $4,660,812 | $2,129,403 | $1,255,053 | $52.08 | $286.10 | $(10,345) | $140,810 | | 2023 | $8,922,581 | $10,501,439 | $2,688,086 | $4,041,336 | $58.29 | $210.85 | $(117,420) | $126,806 | | 2022 | $6,101,031 | $(1,912,798) | $1,432,824 | $(866,781) | $54.95 | $134.82 | $8,741 | $124,519 | | 2021 | $5,426,105 | $1,231,283 | $1,693,926 | $467,057 | $124.71 | $189.64 | $(56,037) | $93,120 | | 2020 | $4,419,653 | $10,971,802 | $1,370,738 | $3,709,423 | $186.01 | $142.21 | $(117,366) | $59,551 |
Compensation Actually Paid versus Cumulative TSR
Compensation Actually Paid versus Cumulative TSR The following graph, illustrates the relationship between the Company’s cumulative TSR and CAP. As described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis” the Company targets that a significant amount of the value of total annual compensation awarded to the NEOs would be comprised of equity awards.
Compensation Actually Paid versus Net Income
Compensation Actually Paid versus Net Income The following graph illustrates the relationship between net income and CAP. The Company does not use net income as a performance measure in its overall executive compensation program.
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA The following graph demonstrates the amount of compensation actually paid to Mr. Morris and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morris) as compared with the Company’s Adjusted EBITDA over the four years presented in the table. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when setting goals for annual performance-based cash incentives under each NEO’s employment agreement and long-term equity incentives.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to each non-employee director for all services rendered in all capacities to our company, or any of its subsidiaries, for the last fiscal year.
2024 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) (3) | Total ($) | | Peter Kight | 75,000 | 249,998 | 324,998 | | Paul Garcia | 52,500 | 169,993 | 222,493 | | Maryann Goebel | 50,000 | 169,993 | 219,993 | | Robert Hartheimer | 60,000 | 169,993 | 229,993 | | William Jacobs | 60,000 | 169,993 | 229,993 | | Richard Thornburgh | 50,000 | 169,993 | 219,993 | | Emnet Rios | 52,500 | 169,993 | 222,493 |
2024 Director Compensation Table
(1) John Morris’ compensation is disclosed under “Executive Compensation.” Shaler Alias is an executive officer of Repay but he is not a “named executive officer” for 2024. He does not receive any additional compensation for services provided as a director. (2) Amounts shown are the grant date fair value of each award computed in accordance with FASB ASC Topic 718. The aggregate dollar value of the restricted stock units is based on $9.70 per share of Class A common stock on May 30, 2024. (3) The aggregate number of stock awards outstanding for each director (other than Mr. Kight and Ms. Rios) as of December 31, 2024 is 80,856. The aggregate number of stock awards outstanding for Mr. Kight as of December 31, 2024 is 106,175. The aggregate number of stock awards outstanding for Ms. Rios as of December 31, 2024 is 63,103.
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table Under our non-employee director compensation policy, we compensate our non-employee directors with a combination of cash and equity in the form of restricted stock units. In addition, we reimburse directors for their reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.