DEF 14A of Repay Holdings Corp, Apr 19, 2024

DEF 14A of Repay Holdings Corp

Filed Apr 19, 2024 · FY20230001104659-24-049427

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    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.

  2. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

  3. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  4. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  5. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  6. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  7. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  8. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  9. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  10. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  11. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    | 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. |

  12. Nominees for Election for Terms Expiring at the 2025 Annual Meeting of Stockholders

    The Board recommends a vote “FOR” all nominees listed in Proposal One for election.

  13. 2023 CEO Compensation Highlights

    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 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.

  14. CEO Realized Pay Versus Target Pay 2021- 2023

    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: 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.

  15. 2023 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 | 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 |

  16. Material Elements of Our Compensation Programs

    | 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. |

  17. 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.

  18. 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 Amended and Restated Omnibus Incentive Plan, effective as of April 14, 2022 (the “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 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.

  19. 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 General Counsel advises the committee on legal matters and prepares documents for the Compensation Committee’s consideration. Also, our Executive Vice President — Human Resources provides the Compensation Committee with details with respect to the operation of our various compensation and benefit plans. The CEO presents to the Compensation Committee the individual goals for the NEOs (other than the CEO) and an analysis of the achievement of those goals. In addition, these officers answer questions posed by the Compensation Committee. Also, the Board has delegated authority to our CEO to grant equity awards to employees other than executive officers, subject to certain parameters 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.

  20. 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 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.

  21. 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 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:

  22. Market Survey Analysis

    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 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.

  23. Annual Performance-Based Cash Incentives

    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:

  24. 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 | $113.0 million | $160.0 million | 50% | | Target | $130.0 million | $184.0 million | 100% | | Maximum | $148.0 million | $210.0 million | 200% |

  25. 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 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.

  26. 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 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% |

  27. Annual Performance-Based Cash Incentives

    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:

  28. Annual Performance-Based Cash Incentives

    | 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 |

  29. Annual Performance-Based Cash Incentives

    * Based on salary received in 2023.

  30. Annual Long-Term Equity Incentives

    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:

  31. 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% |

  32. Annual Long-Term Equity Incentives

    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.

  33. Annual Long-Term Equity Incentives

    | 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 |

  34. Forfeiture of Fiscal 2021 Performance-Based Equity Awards

    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:

  35. Forfeiture of Fiscal 2021 Performance-Based Equity Awards

    | 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% |

  36. Forfeiture of Fiscal 2021 Performance-Based Equity Awards

    The relative TSR percentile for the performance period was 0%. Therefore, the 2021 PSUs were forfeited for each applicable NEO.

  37. One-Time Performance-Based Stock Options

    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 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.

  38. One-Time Performance-Based Stock Options

    | Stock Price Hurdle | Required Stock Price Growth(1) | PSO Vesting (% of # options) | | $10.00 | 63% | 31% | | $14.50 | 137% | 32% | | $19.54 | 219% | 37% |

  39. One-Time Performance-Based Stock Options

    (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.

  40. 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 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 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 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.

  41. 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 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 |

  42. 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, 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.

  43. 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 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 |

  44. Grants of Plan-Based Awards Table

    (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. The amounts shown reflect the threshold, target and maximum annual cash incentive opportunities under our 2023 AIP approved by the Compensation Committee. 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.

  45. 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.

  46. 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.

  47. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | | | | |

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | | | | | | 77,488 | 661,748 | | | | | 2/24/2021 | | | | | | | | 9,249(4) | 78,986 | | | 2/23/2022 | | | | | | | | 25,702(5) | 219,495 | | | 3/19/2023 | | | | | | | | 154,974(6) | 1,323,478 | | | 3/19/2023 | | | 191,470 | 6.13 | 3/18/2030 | | | | | | David Guthrie | 2/23/2022 | | | | | | 18,160 | 155,086 | | | | | 3/19/2023 | | | | | | 89,723 | 766,234 | | | | | 2/23/2022 | | | | | | | | 24,213(5) | 206,779 | | | 3/19/2023 | | | | | | | | 179,444(6) | 1,532,452 | | | 3/19/2023 | | | 287,207 | 6.13 | 3/18/2030 | | | | | | Jacob H. Moore | 3/11/2020 | | | | | | 2,487 | 21,239 | | | | | 2/24/2021 | | | | | | 5,254 | 44,869 | | | | | 2/23/2022 | | | | | | 10,759 | 91,882 | | | | | 3/19/2023 | | | | | | 81,566 | 696,574 | | | | | 2/24/2021 | | | | | | | | 5,254(4) | 44,865 | | | 2/23/2022 | | | | | | | | 14,345(5) | 122,506 | | | 3/19/2023 | | | | | | | | 163,132(6) | 1,393,147 | | | 3/19/2023 | | | 191,470 | 6.13 | 3/18/2030 | | | | |

  49. Outstanding Equity Awards at Fiscal Year-End

    These represent performance-based stock options granted in 2023. The stock options 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. Additional information regarding the terms of the RSAs is set forth in the “Compensation Discussion and Analysis” above. (2) 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. Based on the closing price of our Class A common stock ($8.54) on December 29, 2023. These represent PSUs granted in 2021. The PSUs are earned, if at all, based on our TSR performance after a three-year performance period ending December 31, 2023 relative to the TSR over the same performance period for the companies in the Russell 2000 Index. Additional information regarding the terms of the PSUs is set forth in the “Compensation Discussion and Analysis” above. The number of PSUs in this table is based on assumed achievement at the “threshold” level payout of 50%. However, on February 9, 2024, the Compensation Committee determined that the TSR performance thresholds were not met and all 2021 PSUs were forfeited. (5) 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%. (6) 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 “maximum” level payout of 200%.

  50. 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, 2023.

  51. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John Morris | 148,673 | 1,182,814 | | Tim Murphy | 61,699 | 484,495 | | Tyler Dempsey | 41,176 | 327,723 | | David Guthrie | 6,053 | 52,903 | | Jacob H. Moore | 30,070 | 238,188 |

  52. Option Exercises and Stock Vested Table

    (1) Represents the number of shares of time-based restricted stock awards vested multiplied by the closing price of our Class A common stock on the vesting date.

  53. 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, 2023 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 $8.54 closing price of our Class A common stock on December 29, 2023.

  54. 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 Morris | Base Salary | — | — | 750,000 | 1,250,000 | — | — | | | Annual Bonus(2) | 457,875 | 457,875 | 1,207,875 | 1,707,875 | 457,875 | 457,875 | | | Acceleration of Time-Based Restricted Stock Awards | — | — | 3,650,244 | 6,265,055 | 6,265,055 | 6,265,055 | | | Acceleration of Performance- Based Restricted Stock Unit Awards(3) | — | — | 4,616,372 | 5,398,499 | 3,846,997 | 3,846,997 | | | Acceleration of Performance- Based Stock Option Awards | — | — | — | — | — | — | | Tim Murphy | Base Salary | — | — | 600,000 | 1,000,000 | — | — | | | Annual Bonus(2) | 273,902 | 273,902 | 723,902 | 1,023,902 | 273,902 | 273,902 | | | Acceleration of Time-Based Restricted Stock Awards | — | — | 981,075 | 1,634,658 | 1,634,658 | 1,634,658 | | | Acceleration of Performance- Based Restricted Stock Unit Awards(3) | — | — | 1,159,393 | 1,350,231 | 971,666 | 971,666 | | | Acceleration of Performance- Based Stock Option Awards | — | — | — | 692,169 | — | — | | Tyler Dempsey | Base Salary | — | — | 577,500 | 962,500 | — | — | | | Annual Bonus(2) | 176,774 | 176,774 | 465,524 | 658,024 | 176,774 | 176,774 | | | Acceleration of Time-Based Restricted Stock Awards | — | — | 571,582 | 957,334 | 957,334 | 957,334 | | | Acceleration of Performance- Based Restricted Stock Unit Awards(3) | — | — | 682,290 | 796,600 | 569,844 | 569,844 | | | Acceleration of Performance- Based Stock Option Awards | — | — | — | 461,443 | — | — | | David Guthrie | Base Salary | — | — | 600,000 | 1.000,000 | — | — | | | Annual Bonus(2) | 258,229 | 258,229 | 708,229 | 1,008,229 | 258,229 | 258,229 | | | Acceleration of Time-Based Restricted Stock Awards | — | — | 486,498 | 921,321 | 921,321 | 921,321 | | | Acceleration of Performance- Based Restricted Stock Unit Awards(3) | — | — | 764,914 | 897,273 | 634,713 | 634,713 | | | Acceleration of Performance- Based Stock Option Awards | — | — | — | 692,169 | — | — | | Jacob H. Moore | Base Salary | — | — | 540,000 | 900,000 | — | — | | | Annual Bonus(2) | 267,543 | 267,543 | 672,543 | 942,543 | 267,543 | 267,543 | | | Acceleration of Time-Based Restricted Stock Awards | — | | 475,635 | 854,564 | 854,564 | 854,564 | | | Acceleration of Performance- Based Restricted Stock Unit Awards(3) | — | — | 660,679 | 781,006 | 542,313 | 542,313 | | | Acceleration of Performance- Based Stock Option Awards | — | — | — | 461,443 | — | — |

  55. Potential Payments Upon Termination or Change-In-Control

    Assumes a change in control occurred on December 31, 2023, immediately followed by the executive’s termination. (2) Amount includes 2023 AIP bonus because, under executive employment agreements, such bonus is deemed earned if the executive is employed on December 31, 2023. (3) Assumes TSR performance thresholds from third party calculation of actual performance through December 31, 2023.

  56. 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, 2023: • the total compensation for our median employee was $97,815; • the annual total compensation of Mr. Morris was $8,922,581; 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 91 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, 2023, the date we selected to identify our median employee, our employee population consisted of approximately 516 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, 2023 (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.

  57. 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.”

  58. Most Important Performance Measures

    | Year (a) | Summary Compensation Table Total to CEO (b) | Compensation Actually Paid to CEO(1) (c) | Average Summary Compensation Table Total for Non-CEO NEOs(2) (d) | Average Compensation Actually Paid to Non-CEO NEOs(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands)(5) (h) | Adjusted EBITDA (in thousands)(6) (i) | | | | | | | Company TSR(3) (f) | Peer Group TSR(4) (g) | | | | 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 |

  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  60. 2023 Director Compensation Table

    2023 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.

  61. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Peter Kight | 75,000 | 249,999 | 324,999 | | 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 |

  62. 2023 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 2023. 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 $7.41 per share of Class A common stock on June 14, 2023. (3) The aggregate number of stock awards outstanding for each director (other than Mr. Kight and Ms. Rios) as of December 31, 2023 is 63,331. The aggregate number of stock awards outstanding for Mr. Kight as of December 31, 2023 is 80,402. The aggregate number of stock awards outstanding for Ms. Rios as of December 31, 2023 is 45,578.

  63. 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. Annual Cash Retainer Under the non-employee director compensation policy, non-employee directors are entitled to an annual cash retainer of $40,000, which is paid quarterly in arrears on October 1, January 1, April 1 and July 1 of each year. The non-executive chairman is entitled to an additional cash retainer of $20,000 which is paid quarterly in arrears on October 1, January 1, April 1 and July 1 of each year. Annual Equity Award An annual equity award is awarded to incumbent directors at each stockholders’ meeting in the form of restricted stock units, calculated based on the closing price on the grant date (or the most recent trading day if such date is not a trading day) and rounded down to the nearest whole unit. Restricted stock units vest on the first anniversary of the date of grant. Vesting also accelerates upon a change of control or termination from service as a result of the director’s death or disability. Vested restricted stock units are settled on the earlier of (x) the date the director undergoes a “separation from service” as defined in Section 409A of the Internal Revenue Code and (y) a change of control. For fiscal 2023, each director received an award of approximately $170,000 in restricted stock units, other than the non-executive chairman who received an award of approximately $250,000. Committee and Committee Chair Fees The non-employee director compensation policy also provides that non-employee directors serving as an Audit Committee member will receive an additional $7,500 cash payment annually. Directors serving as committee members of another committee (other than the Audit Committee) will receive an additional $5,000 cash payment annually. Such payments are made quarterly in arrears on October 1, January 1, April 1 and July 1 of each year. Directors serving as committee chairpersons will receive additional cash compensation. The non-employee director compensation policy entitles the Audit Committee chairperson to $20,000, the Compensation Committee chairperson to $15,000 and all other committee chairpersons (other than audit and compensation) to $10,000 (in each case, on an annual basis). Such payments are made quarterly in arrears on October 1, January 1, April 1 and July 1 of each year.