DEF 14A of Shift4 Payments, Inc.
Filed Apr 30, 2025 · FY20240001193125-25-105572
Proposal 1: Election of Directors
Proposal 1: Election of Directors We currently have eight directors on our Board. At the Annual Meeting, three Class II Directors, Christopher N. Cruz, Seth Dallaire, and Sarah Grover, are to be elected to hold office until the annual meeting of stockholders to be held in 2028 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal. This proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and whose subsequent term, if re-elected, will expire at the 2030 annual meeting of stockholders; Class II, whose current term will expire at the upcoming Annual Meeting and whose subsequent term, if re-elected, will expire at the 2028 annual meeting of stockholders; and Class III, whose current term will expire at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and whose subsequent term, if re-elected, will expire at the 2029 annual meeting of stockholders. The current Class I Directors are Karen Roter Davis and Jared Isaacman; the current Class II Directors are Christopher N. Cruz, Seth Dallaire, and Sarah Grover; and the current Class III Directors are Sam Bakhshandehpour, Jonathan Halkyard and Donald Isaacman. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board (provided that such number shall not be less than the aggregate number of directors that the parties to the Stockholders Agreement (as defined herein) are entitled to designate from time to time). Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds of our outstanding voting stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a Class II Director of the person whose name and biography appears below. In the event that any of Christopher N. Cruz, Seth Dallaire, and Sarah Grover should become unable to serve, or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of Christopher N. Cruz, Seith Dallaire, or Sarah Grover will be unable to serve if elected. Each of Christopher N. Cruz, Seth Dallaire, and Sarah Grover has consented to being named in this proxy statement and to serve if elected. In connection with the IPO of our Class A common stock in June 2020, we entered into a Stockholders Agreement with Searchlight and Rook (as amended from time to time, the “Stockholders Agreement”). As of April 22, 2025, Rook beneficially owned 24.7% of our Class A common stock (including (i) LLC Interests redeemable or exchangeable by Rook for shares of Class A common stock pursuant to the Shift4 Payments LLC Agreement and (ii) any shares of Class C common stock beneficially owned by Rook) and is currently entitled to designate one nominee for election to our Board. Rook has previously designated Mr. J. Isaacman (by virtue of his role as Chief Executive Officer), a current Class I director and Mr. D. Isaacman, a current Class III director, as its nominees to the Board. For more information, see “Corporate Governance-Stockholders Agreement.” The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
Christopher N. Cruz
Christopher N. Cruz Christopher N. Cruz has served as a member of the Board of Directors of Shift4 Payments, Inc. since its formation. Mr. Cruz is a Partner at Searchlight Capital Partners L.P., a global alternative investment management firm, which he joined in 2011. From 2008 to 2010, Mr. Cruz served on the investment team at Oaktree Capital Management, a global alternative investment management firm. Prior to that, Mr. Cruz was in the leveraged finance and restructuring group at UBS Investment Bank, from 2006 to 2008. Mr. Cruz also serves on the board of Neon Aggregator LP (parent of Ouro Global, Inc.) as of August 2022. Mr. Cruz previously served on the boards of Sightline Payments from December 2020 to February 2025, Flowbird Group from February 2022 to January 2025, and M&M Food Market from July 2014 to February 2022. He holds a Bachelor of Arts in Honors Business Administration from the Richard Ivey School of Business at the University of Western Ontario. We believe Mr. Cruz is qualified to serve on our Board of Directors due to his extensive experience in finance and capital markets and his knowledge of our business in particular, gained through his prior services as a member of Shift4 Payment, LLC’s board of managers.
Seth Dallaire
Seth Dallaire Seth Dallaire has served as a member of the Board of Directors of Shift4 Payments, Inc. since February 2025. Mr. Dallaire is Walmart’s executive vice president and chief growth officer. From October 2021 to October 2024, Mr. Dallaire served as executive vice president and chief revenue officer of Walmart U.S. Prior to joining Walmart, Mr. Dallaire served as Instacart’s chief revenue officer from October 2019 to October 2021. Prior to Instacart, Mr. Dallaire held leadership roles at Amazon until October 2019, including vice president of global advertising sales and marketing from 2012 to 2019. Before Amazon, Mr. Dallaire led sales teams for Yahoo! and Microsoft. Mr. Dallaire received his Bachelor of Arts from Vassar College and Master of Business Administration from New York University. We believe Mr. Dallaire is qualified to serve on our Board of Directors due to his extensive experience in leadership positions and insight acquired from working in global corporations.
Sarah Grover
Sarah Grover Sarah Grover has served as a member of the Board of Directors of Shift4 Payments, Inc. since June 2020 and from April 2021 to May 2021 served as our Interim Chief Marketing Officer. Ms. Grover is Principal of Sarah Grover, Inc., a strategic advisory firm focused on growth and transformation within the global hospitality industry. She brings more than 25 years of executive experience leading brand, marketing, and operational strategy for high-growth consumer and global restaurant companies. Ms. Grover spent the majority of her career at California Pizza Kitchen, where she held a series of senior leadership roles, including Executive Vice President and Chief Brand & Concept Officer. During her tenure, she played a key role in scaling the business from a regional 10-unit concept to a $600 million global brand, successfully navigating multiple private equity and public company transitions. Recognized as a thought leader in brand strategy and customer engagement, Ms. Grover was named to Advertising Age’s Marketing 50 and was recognized in 2020 as one of the Top 25 Executives in Casual Dining. She currently serves on the boards of ChowNow, Black Rock Coffee Bar, the UCLA Annual Restaurant Conference, and the non-profit Support + Feed. She holds a Bachelor of Arts in Communications from DePauw University. We believe Ms. Grover is qualified to serve on our Board of Directors due to her experience and insight acquired from leading companies in the restaurant and consumer industries.
Continuing Members of the Board
Continuing Members of the Board
Class I Directors (terms to expire at the 2027 Annual Meeting)
Class I Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Position with Shift4 | | Karen Roter Davis | 53 | Director | | Jared Isaacman | 42 | Founder, Chief Executive Officer and Chairman of the Board |
Class I Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Karen Roter Davis
Karen Roter Davis Karen Roter Davis has served as a member of the Board of Directors of Shift4 Payments, Inc. since August 2021. Ms. Davis is a Managing Partner at Entrada Ventures, a venture capital firm investing in high growth enterprise and industrial technology companies. Ms. Davis spent over a decade in senior leadership at Alphabet from 2003 to 2008 and from 2016 to 2022, overseeing Google’s internal operations for its groundbreaking IPO and driving growth of some of the company’s most successful new businesses, most recently as a Director at X (formerly Google X). In addition to her Entrada-related boards, she serves on the board of 360Learning S.A., where she is a member of the audit and M&A and finance committees, and she previously served on the board of Innovyze, acquired by Autodesk, where she was chair of the audit committee and member of the compensation committee. Ms. Davis earned her MBA from Kellogg School of Management at Northwestern University, her Juris Doctor from Northwestern University School of Law, and her Bachelor of Arts from Princeton University’s School of Public & International Affairs. Ms. Davis is certified in Cybersecurity Oversight by Carnegie Mellon’s Software Engineering Institute and the National Association of Corporate Directors. We believe Ms. Davis is qualified to serve on our Board of Directors due to her two decades of experience in the technology industry and her various senior leadership and advisory roles spanning startups to global corporations. Jared Isaacman has served as Shift4 Payments, Inc.’s Chief Executive Officer and the Chairman of the Board of Directors since its formation, and is the Founder of Shift4 Payments, LLC, as well as serving as the Chief Executive Officer and Chairman of Shift4 Payments, LLC’s board of managers from 1999 until 2020. Mr. J. Isaacman previously served as the Chairman of Shift4 Payments, LLC’s board of managers from 1999 until 2020. Mr. J. Isaacman is also the founder of Draken International, a provider of contract air services. Mr. Isaacman was the commander of Inspiration4, a private spaceflight using SpaceX’s Crew Dragon Resilience, which launched from the Kennedy Space Center in Florida on September 16, 2021. Mr. Isaacman is also expected to command the planned Polaris Dawn mission, a planned private human spaceflight mission, operated by SpaceX, which is currently scheduled to launch no earlier than the summer of 2024. Mr. J. Isaacman was the Ernst & Young “Entrepreneur of the Year” for 2021. From 2006 to 2008, Mr. J. Isaacman was named as a finalist for the Ernst & Young “Entrepreneur of the Year” award, was the youngest person to ever be named to the list of “Industry Leaders” by The Green Sheet, a leading publication in the credit card industry, and has been recognized as one of “America’s Best Entrepreneurs” by BusinessWeek magazine and “30 Entrepreneurs Under 30” by Inc. Magazine. He holds a Bachelor’s degree from Embry-Riddle Aeronautical University. We believe Mr. J. Isaacman is qualified to serve on our Board of Directors due to his extensive experience in executive leadership positions in the payment processing industry and his knowledge of our business in particular, gained through his services as our Founder and Chief Executive Officer. In December 2024, President Donald Trump nominated Mr. Isaacman to be the next administrator of the National Aeronautics and Space Administration (“NASA”). Mr. Isaacman has announced his intention to remain as the Company’s Chief Executive Officer and Chairman of the Board subject to the ratification and confirmation of his nomination by the United States Senate, and to retain the majority of his equity interest while reducing his voting power. As a result, Mr. Isaacman intends to continue to serve as the Chief Executive Officer and Chairman of the Board during the confirmation process.
Class III Directors (terms to expire at the 2026 annual meeting of stockholders)
Class III Directors (terms to expire at the 2026 annual meeting of stockholders) The current members of the Board who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2026 annual meeting of stockholders)
| Name | Age | Position with Shift4 | | Sam Bakhshandehpour | 49 | Director | | Jonathan Halkyard | 60 | Director | | Donald Isaacman | 78 | Director |
Class III Directors (terms to expire at the 2026 annual meeting of stockholders)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows: Sam Bakhshandehpour has served as a member of the Board of Directors of Shift4 Payments, Inc. since October 2022. Since 2020, Mr. Bakhshandehpour has served as the CEO and board member of José Andrés Group (f/k/a ThinkFoodGroup). Over the past decade, Mr. Bakhshandehpour has served José Andrés Group as an operating partner, advisor and investor. In his current capacity, Mr. Bakhshandehpour leads the execution of company strategy globally, across the restaurant, brand, hotel and media divisions. Since 2015, Mr. Bakhshandehpour has also been the CEO & Managing Partner of Silverstone, a vertically integrated hospitality and lifestyle investment firm. From 2012 to 2015, Mr. Bakhshandehpour served as President, CEO and Board Member of SBE Entertainment, a Colony Capital portfolio company, where he was responsible for SBE Entertainment’s global operations across the hotel, restaurant and entertainment divisions. Since October 2023, Mr. Bakhshandehpour has served as a member on the advisory board of Fiserv, Inc., a financial services company. Mr. Bakhshandehpour currently serves on the Restaurant Advisory Board for Bilt Technologies, Inc. and is a member of Boutique & Luxury Loding Association (BLLA)’s 2025 Advisory Board and Food & Beverage Committee. From 2014 to September 2021, Mr. Bakhshandehpour served as a member of the board of directors of the New Home Company, a homebuilder focused on the design, construction and sale of homes in major metropolitan areas. Mr. Bakhshandehpour holds a Bachelor of Science degree in Business Administration from Georgetown University’s McDonough School of Business. We believe Mr. Bakhshandehpour is qualified to serve on our Board of Directors due to his experience in leading companies in the finance and hospitality industries and his knowledge of the board and corporate governance practices of other organizations.
Jonathan Halkyard
Jonathan Halkyard Jonathan Halkyard has served as a member of the Board of Directors of Shift4 Payments, Inc. since June 2020. Mr. Halkyard has served as the Chief Financial Officer of MGM Resorts International since January 2021. From September 2013 to November 2019, Mr. Halkyard held various senior management positions at Extended Stay America, Inc., an integrated hotel owner and operator, including Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Mr. Halkyard has also served as a member of the board of directors of Dave & Buster’s Entertainment, Inc., a restaurant and entertainment business, since September 2011 until June 2021, including as the chair of its nominating and governance committee and member of its finance committee since June 2016, and as a member of its audit committee since September 2013. Mr. Halkyard has also served as a member of the board of directors of MGM China Holdings Limited, an investment holding company principally engaged in the development and operation of casino games of chance in Macau, since June 2021. He previously served on the boards of directors of Extended Stay America, Inc., an operator of an economy apartment hotel chain, and ESH Hospitality, Inc., a real estate investment trust and the owner of the hotels, from January 2018 to November 2019. He holds a Bachelor of Arts in Economics from Colgate University and a Master’s in Business Administration from Harvard Business School. We believe Mr. Halkyard is qualified to serve on our Board of Directors due to his experience in leading companies in the finance and hospitality industries and his knowledge of the board and corporate governance practices of other organizations.
Donald Isaacman
Donald Isaacman Donald Isaacman has served as a member of the Board of Directors of Shift4 Payments, Inc. since its formation, and has served as the President of Shift4 Payments, LLC since its founding in 1999. Mr. D. Isaacman also previously served as a member on the board of managers of Shift4 Payments, LLC from 1999 until 2020. From February 1971 to September 2000, Mr. D. Isaacman also served as the Vice President of Supreme Security Systems, Inc., a home alarm and business security system company. He holds a Bachelor of Science in Marketing and Sales from Monmouth University. We believe Mr. D. Isaacman is qualified to serve on our Board of Directors due to his senior management experience and his knowledge of our business, in particular gained through his services as our President.
Jordan Frankel
Jordan Frankel Jordan Frankel has served as Shift4 Payments, Inc.’s Secretary and General Counsel since its formation, and as General Counsel and Executive Vice President, Legal, Risk and Compliance since 2014. From 2011 to 2019, Mr. Frankel also served as a member of the board of directors of Draken International, a provider of contract air services. He holds a Bachelor of Finance and Marketing from the Syracuse University’s Martin J. Whitman School of Management and a Juris Doctor and Master’s in Business Administration from the Quinnipiac University’s School of Law and Quinnipiac University’s Lender School of Business, respectively.
Nancy Disman
Nancy Disman Nancy Disman has served as Shift4 Payments, Inc.’s Chief Financial Officer since August 2022. Ms. Disman previously served as a member of the Board of Directors of Shift4 Payments, Inc. from June 2020 to August 2022. From November 2017 to August 2022, Ms. Disman was the Chief Financial Officer and Chief Administrative Officer of Intrado Corporation, a provider of cloud-based technology. From April 2016 to March 2017, Ms. Disman served as the Chief Financial Officer and Chief Administrative Officer of the Merchant Acquiring Segment of Total System Services, Inc. ( “
TSYS
TSYS ”), a global provider of payment solutions, and from June 2014 to March 2016, Ms. Disman was the Chief Financial Officer of TransFirst, a merchant account provider in the credit card processing industry, prior to its acquisition by TSYS. Ms. Disman has also served as a member of the Audit Committee of the Board of Managers of West Technology Group LLC since August 2022. She holds a Bachelor of Science in Business Administration and Accounting from the State University of New York at Albany and is a Certified Public Accountant in the State of New York. Taylor Lauber has served as Shift4 Payments, Inc.’s President since February 2022 and Chief Strategy Officer since its formation. He previously served as Senior Vice President, Strategic Projects of Shift4 Payments, LLC from 2018 to 2022. Prior to joining Shift4, from 2010 to 2018, he served as a Principal at The Blackstone Group, L.P. Mr. Lauber also spent from 2005 to 2010 at Merrill Lynch as a Financial Advisor, where he advised numerous Fortune 500 companies and their executives on capital markets transactions. Mr. Lauber has passed the Series 7 General Securities Representative Exam, Series 66 Uniform Combined State Law Exam and Series 27 Financial and Operations Principal Exam, all administered by the Financial Industry Regulatory Authority, Inc. He holds a Bachelor of Economics and Finance from Bentley College.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
General
General Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and charters for each of the Board’s Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics in the “
Governance
Governance ” section under “
Governance Documents
Governance Documents ” of our investor relations page of our website located at investors.shift4.com , or by writing to our Secretary at our offices at 3501 Corporate Parkway, Center Valley, Pennsylvania 18034.
Board Composition
Board Composition Our Board currently consists of eight members: Sam Bakhshandehpour, Christopher N. Cruz, Seth Dallaire, Karen Roter Davis, Sarah Grover, Jonathan Halkyard, Donald Isaacman and Jared Isaacman. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board ( provided that such number shall not be less than the aggregate number of directors that the parties to the Stockholders Agreement are entitled to designate from time to time). Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds in voting power of the outstanding shares of our capital stock entitled to vote in the election of directors.
Stockholders Agreement
Stockholders Agreement In connection with our IPO in June 2020, we entered into the Stockholders Agreement with Searchlight and Rook, granting them certain board designation rights so long as they maintain a certain percentage of ownership of our outstanding common stock. Pursuant to the Stockholders Agreement, Searchlight was entitled to designate for nomination by the Board up to two directors, apportioned among the classes, for as long as Searchlight beneficially owned, in the aggregate, 25% or more of our Class A common stock; and one director for so long as Searchlight beneficially owned, in the aggregate, less than 25% but at least 10% of our Class A common stock (the “
Searchlight Director Nominees
Searchlight Director Nominees ”). Rook is entitled to designate for nomination by the Board two directors for so long as it beneficially owns in the aggregate 25% or more of all issued and outstanding shares of Class A common stock and one director for so long as Rook beneficially owns, in the aggregate, less than 25% but at least 10% of our Class A common stock (the “
Rook Director Nominees
Rook Director Nominees ”). As of April 22, 2025, Rook beneficially owned 24.7% of our Class A common stock (including (i) LLC Interests redeemable or exchangeable by Rook for shares of Class A common stock pursuant to the Shift4 Payments LLC Agreement and (ii) any shares of Class C common stock beneficially owned by Rook) and is currently entitled to designate one nominee for election to our Board. Rook has previously designated Mr. D. Isaacman and Mr. J. Isaacman (by virtue of his role as Chief Executive Officer) to be its nominees for election to our Board. So long as Jared Isaacman serves as the Chief Executive Officer of the Company, he shall be nominated by the Board in that capacity and shall serve as one of the Rook Director Nominees. In addition, Rook and Searchlight agreed to vote all of their outstanding shares of our common stock so as to cause the election of the Rook Director Nominees, which shall include Jared Isaacman, for as long as he is our Chief Executive Officer. The Stockholders Agreement allows for the Board to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the Board’s fiduciary duties to our stockholders or does not otherwise comply with any requirements of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, the Nominating and Corporate Governance Committee Charter or the Corporate Governance Guidelines. The Stockholders Agreement will terminate upon the earlier to occur of (i) each of Searchlight and Rook cease to own any of our Class A common stock, Class B common stock or Class C common stock, (ii) each of Searchlight and Rook cease to have board designation rights under the Stockholders Agreement or (iii) by unanimous consent of Searchlight and Rook. The rights and obligations of Searchlight under the Stockholders Agreement terminated after Searchlight ceased owning any shares of our Class A common stock, Class B common stock or Class C common stock. For more information, see “
Directors
Directors As provided in the Corporate Governance Guidelines, the independent directors meet, without non-independent directors or management present on a regularly scheduled basis, but no less than twice per year. The Company holds an executive session including only independent directors at least once per year, presided by one of the independent directors present.
Compensation Committee
| • | reviewing and making recommendations to the Board with respect to director compensation; |
2024 Performance Highlights and Pay for Performance
| • | Maximize long-term shareholder value through alignment of executive shareholder interests; and |
2024 Performance Highlights and Pay for Performance
| • | Provide total compensation opportunities that are anchored to a competitive pay assessment. |
2024 Performance Highlights and Pay for Performance
To align pay with performance, a significant portion of our NEOs’ compensation is delivered in the form of equity awards and annual cash incentives, each of which depends on our actual performance. For fiscal year 2024, approximately 87% of our NEOs’ total target compensation was in the form of restricted stock units (“RSUs”), which, in the case of our NEOs other than our Chief Executive Officer, are eligible to vest based on continued service, and in the case of our Chief Executive Officer, vest immediately. Approximately 95% of our CEO’s total target compensation was in the form of RSUs.
2024 Compensation Highlights
| • | Base Salaries, Target Annual Cash Incentive Opportunities and Equity-Based Long-Term Incentives. The 2024 base salaries and target bonuses for our NEOs remained level from the prior year, and in conjunction with annual equity grants, including equity-based long-term incentives such as RSUs, provide competitive total pay for each executive. |
2024 Compensation Highlights
| • | Annual Cash Incentives. For 2024, our Compensation Committee selected performance goals for our performance-based annual bonus program that were intended to promote our business plan and short-term goals, including with respect to our core reportable metrics (the “Metrics”): |
2024 Compensation Highlights
| • | Equity-Based Long-Term Incentives. In 2024, we granted approximately 87% of our NEOs’ direct compensation as equity-based compensation in the form of RSUs. The number of RSUs granted was determined by the Compensation Committee, which considered the financial results against the Metrics, as well as general market conditions and operational execution. The scoring framework used to evaluate performance included Result v. Plan (66.67%), strategic direction (16.67%), and operational execution (16.67%), ensuring a comprehensive assessment of both quantitative and qualitative aspects of performance. We believe that RSUs effectively align the interests of our executives with those of our stockholders by directly linking compensation to the value of our common stock. In addition, we believe that RSUs provide additional retentive value given the three-year vesting schedule (in the case of our NEOs other than our Chief Executive Officer) and the long-term potential upside of this pay vehicle. |
Compensation Governance and Best Practices
| What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at-risk compensation.X | Do not grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.X | Do not provide any compensation-related tax gross-ups. | | ✓ | Framework for maximum payouts for executives under the annual incentive plan, with flexibility for the Board to grant additional awards outside of this framework based on market averages.X | No excessive perquisites for executives. | | ✓ | Weigh the overall pay mix towards incentive compensation for senior executives. | | | ✓ | Engage an independent compensation consultant to advise our Compensation Committee. | | | ✓ | Incorporate robust stock ownership guidelines for executives and directors to promote long-term ownership of company stock. | | | ✓ | Hold Say on Pay vote on executive compensation practices annually. | |
Executive Compensation Objectives and Philosophy
| • | Simplicity manifests in a compensation program that provides reasonable cash compensation and meaningful equity awards that align executives with long-term shareholder interests; and |
Executive Compensation Objectives and Philosophy
| • | Performance alignment is created through a combination of annual cash incentives and RSUs that are granted based on a determination of performance which considers the financial performance against the Metrics and individual performance criteria categories as described in section below titled “2024 Equity Grants.” These RSUs vest over a three-year period for NEOs other than our Chief Executive Officer, and vest immediately for the Chief Executive Officer, and link executives’ financial opportunities to shareholder value and Company performance. |
Executive Compensation Objectives and Philosophy
| • | Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and |
Executive Compensation Objectives and Philosophy
| • | Align the long-term interests of our NEOs with those of our stockholders. |
Role of Compensation Consultant
Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained Semler Brossy as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. The Compensation Committee has evaluated Semler Brossy’s independence pursuant to the requirements of NYSE and SEC rules and has determined that Semler Brossy does not provide any services other than compensation related services to us and that Semler Brossy does not have any conflicts of interest in advising the Compensation Committee. The Compensation Committee also considers the results of the annual advisory vote on the compensation of the named executive officers (“Say-on-Pay”) to ensure our executive compensation programs are aligned with the interests of our stockholders. At the 2024 annual meeting of shareholders, our stockholders approved our the Say-on-Pay proposal with approximately 99.7% of the votes cast “For” such approval. The Compensation Committee believes this level of support indicates that the substantial majority of stockholders view our executive compensation program as being well aligned with our stockholder’s expectations. Peer Group Determination To determine the competitiveness of the NEOs’ compensation, our Compensation Committee, with assistance from Semler Brossy and input from the CEO, reviews the compensation practices and pay levels of our compensation peer group. In developing this peer group, the Compensation Committee considered:
Role of Compensation Consultant
| • | The competitive market for talent (direct competitors and companies from which we source and potentially lose executive talent); |
Role of Compensation Consultant
| • | Scale and complexity (focus on companies within a reasonable revenue range with similar growth characteristics); |
Role of Compensation Consultant
| • | Proximity to IPO (with a preference for companies of similar public maturity); |
Role of Compensation Consultant
| • | Geography; and |
Role of Compensation Consultant
| • | Company business characteristics (for example, newly public payments companies, payments-adjacent companies with similar high growth characteristics, etc.). |
Role of Compensation Consultant
After considering the above factors, the Compensation Committee approved the following peer group for 2024 compensation decisions:
Role of Compensation Consultant
| ACI Worldwide | Affirm | Jack Henry | | Broadridge Financial Solutions | Evertec | Q2 Holdings | | FLEETCOR Technologies | GoDaddy Inc. | Tyler Technologies | | nCino | Trip Advisor | WEX | | Toast, Inc | Yelp | Euronet | | | Euronet | |
Role of Compensation Consultant
Data from this group helped to inform cash pay levels for executives in 2024 and the size of equity grants made to executives in March of 2024 reflective of 2023 performance (see section titled “2024 Equity Grants” below for more detail on these equity grants). As of June 2024, as compared to such peer group, we were positioned above the median for revenue for the preceding four quarters and below the median for 30-day average market cap. In October 2024, Semler Brossy provided an analysis of data derived from members of our peer group. For 2024, the Compensation Committee used Semler Brossy’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data and make individual compensation decisions based on comparable positions at companies with which we compete for talent. While the Compensation Committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.
Cash Incentive Compensation
Cash Incentive Compensation Each of our NEOs (except for the Chief Executive Officer) participates in our annual cash incentive program. For all NEOs (except for the Chief Executive Officer), target annual incentive levels did not change from 2023 to 2024 and are set at $225,000. Payouts under our annual cash incentive program are made based on input from the Chief Executive Officer and the Compensation Committee on performance against a variety of factors, including financial performance against the Metrics. After considering performance against the financial goals as well as an assessment of qualitative factors of performance including general market conditions and success on other strategic goals, the Chief Executive Officer recommended and the Compensation Committee approved annual incentive payouts at the target level for all the NEOs, except the Chief Executive Officer who does not receive an annual cash incentive payment. The actual annual cash incentives awarded to each named executive officer, other than for Mr. J. Isaacman who is not entitled to a cash bonus, for 2024 performance are set forth below in the “Summary Compensation Table” in the column entitled “Non-Equity Incentive Compensation” and described below under “-Employment Agreements.”
Equity Compensation
Equity Compensation 2024 Equity Grants Annual grants made in 2024 to our NEOs are reflective of individual and Company performance during 2023. Our grant structure consists of (i) structural annual equity awards made each year to promote stability in the pay program for the NEOs and (ii) additional equity grants that vary in size based on individual and Company performance during 2023. Such awards were granted on February 29, 2024 and are shown in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” tables below. Following the conclusion of the fiscal year, the Compensation Committee reviews a variety of factors to determine the values of both the structural annual equity awards, and any additional equity grants, including Company performance against our financial goals from the prior fiscal year, success on strategic goals, market pay levels and individual performance against performance criteria, informed by discussions with our Chief Executive Officer. Additional equity grants made to our NEOS based on performance during fiscal year 2023 could range around target performance by +/-20% from threshold to maximum performance based on performance criteria categories that focused primarily on financial results against the Metrics (weighted 66.67% of overall payout) with additional consideration given to strategic direction and operational excellence (each metric weighted at 16.67% of the overall grant outcome). Final outcomes are determined based on discretionary input from the Chief Executive Officer and the Compensation Committee. Target total equity grants to executives show a year-over-year increase for the CEO and generally remains constant for all other NEOs, which are intended to position total pay more competitively to market pay levels. The table below outlines the equity grant structure for 2024 intended to be granted for performance during 2023 (figures shown in the table represent $000s):
Equity Compensation
| Name | Structural Equity Grant | 2024 Equity Grant Structure Additional Equity Grant Performance | | | Actual Additional Equity Granted | Actual Total Equity Granted | | | | Thres. | Range Target | Max. | | | | Jared Isaacman | $600 | $6,760 | $8,450 | $10,140 | $8,450 | $9,050 | | Taylor Lauber | $350 | $4,545 | $5,680 | $6,815 | $5,680 | $6,030 | | Jordan Frankel | $350 | $1,600 | $2,000 | $2,400 | $2,000 | $2,350 | | Nancy Disman | $350 | $1,600 | $2,000 | $2,400 | $2,000 | $2,350 |
Equity Compensation
Mr. Isaacman’s RSUs which were fully vested on the date of grant. Ms. Disman and Messrs. Lauber and Frankel’s RSUs vest in three equal annual installments of one-third each on the first three anniversaries of the date of grant, subject to continued employment through each vesting date. 2025 Equity Grants We made our annual grants in respect of individual and Company performance in respect of 2024 on February 20, 2025. The Company conducted the same process for these grants as it did for the grants in 2024. The financial results against the Metrics were weighted 66.67% of overall payout, with additional consideration given to strategic direction and operational excellence (each metric weighted at 16.67% of the overall grant outcome). The table below outlines 2025 equity grants intended to be granted for performance during 2024 (figures shown in the table represent $000s):
Equity Compensation
| Name | Structural Equity Grant | 2025 Equity Grant Structure Additional Equity Grant Performance | | | Actual Additional Equity Granted | Actual Total Equity Granted | | | | Thres. | Range Target | Max. | | | | Jared Isaacman | $600 | $8,280 | $10,350 | $12,420 | $12,420 | 13,020 | | Taylor Lauber | $350 | $5,270 | $6,590 | $7,910 | $7,910 | 8,260 | | Jordan Frankel | $350 | $2,000 | $2,500 | $3,000 | $3,000 | 3,350 | | Nancy Disman | $350 | $2,000 | $2,500 | $3,000 | $3,000 | 3,350 |
Equity Compensation
Mr. Isaacman’s RSUs which were fully vested on the date of grant. Ms. Disman and Messrs. Lauber and Frankel’s RSUs vest in three equal annual installments of one-third each on the first three anniversaries of the date of grant, subject to continued employment through each vesting date. 2020 Incentive Award Plan We maintain the Amended and Restated 2020 Incentive Award Plan (the “2020 Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our NEOs), and consultants of our Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. The maximum number of shares of common stock reserved under the 2020 Plan is 9,207,318 shares of our common stock. The 2020 Plan provides for an annual increase on the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2032, equal to the lesser of (A) 2.0% of the shares of our common stock outstanding (on an as-converted basis, taking into account any and all securities convertible into, or exercisable, exchangeable or redeemable for, shares of common stock (including LLC Interests of Shift4 Payments, LLC)) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board; provided that no more than 7,500,000 shares of our common stock may be issued upon the exercise of incentive stock options. As of December 31, 2024, 2,169,343 RSUs were outstanding under the 2020 Plan. The 2020 Plan provides our employees (including the NEOs), consultants, non-employee directors and other service providers and those of our affiliates the opportunity to participate in the equity appreciation of our business through the receipt of incentive and equity-based awards.
2024 CEO Compensation
| • | RSU Grant: $9,050,000 (granted in 2024 based on 2023 performance) |
2024 CEO Compensation
RSU grant levels for the Chief Executive Officer are decided in conjunction with our year-end compensation decisions based on individual and Company performance from the prior fiscal year (in this case, 2023). Mr. Isaacman’s total equity grant level in February 2024 was variable, at-risk compensation which is determined solely at the discretion of the Compensation Committee based on the same process and performance criteria buckets used to determine the additional equity awards made to other NEOs as described above in the “2024 Equity Awards” section. RSUs for performance during the fiscal year are granted in the first quarter of the following fiscal year, consistent with grant timing for RSUs granted to the other NEOs. The RSU grant is intended to position pay levels for Mr. J. Isaacman at a desired level of market competitiveness; as such, Mr. J. Isaacman’s pay levels are reviewed by the Compensation Committee and the independent compensation consultant to ensure alignment with market pay levels consistent with the approach taken with NEOs. In February 2024, Mr. Isaacman was awarded an RSU award worth $9,050,000 based on individual and company performance during 2023 and in February 2025, Mr. Isaacman was awarded an RSU award worth $13,020,000 based on individual and company performance during 2024. The process used for determining the size of this award was consistent with how equity awards are determined for the other NEOs, which includes an additional equity grant based on performance and is described in more detail in the “2024 Equity Grants” section above.
Other Elements of Compensation
Other Elements of Compensation Retirement Plans We maintain a 401(k)-retirement savings plan, or the 401(k) Plan, for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) Plan. Currently, we match contributions made by participants in the 401(k) Plan up to a specified percentage of the employee contributions, and these matching contributions vest over a period of time. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) Plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. We do not maintain any defined benefit pension plans or deferred compensation plans for our NEOs. Restricted Stock Units Retirement Policy In our handbook, we provide for a retirement policy, pursuant to which employees who met certain age and length of service requirements for retirement benefits are eligible to retain their unvested RSUs upon retirement and such RSUs remain eligible to vest in accordance with the original vesting schedule. Under this policy, an employee is retirement eligible if they have either (i) twenty years of service, with at least five of those years with the Company or (ii) ten years of service, with at least five of those years with the Company and are at least age sixty-five.
Employee Benefits and Perquisites
| • | short-term and long-term disability insurance; and |
Discussion of Equity Unit Award Grant Timing
Discussion of Equity Unit Award Grant Timing The Compensation Committee grants equity-based awards from time to time, including RSUs, to our executive officers and other key employees. The Company also grants equity awards in the form of restricted stock unit awards to the non-employee members of the Board of Directors on an annual basis following the annual meeting of shareholders. The Company also has the discretion to grant RSUs up to a certain amount. The Compensation Committee may make off cycle equity awards from time to time on an as-needed basis as circumstances warrant. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
“Golden Parachute” Payments
“Golden Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.
Incentive Compensation Recoupment Policy
Incentive Compensation Recoupment Policy We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after August 1, 2023, as required by SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).
ASC Topic 718
ASC Topic 718 ”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for our fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Jared Isaacman Chief Executive Officer | 2024 | 50,000 | — | 9,050,000 | — | 373,198 | 9,473,198 | | | 2023 | 50,000 | — | 8,449,978 | — | 436,931 | 8,936,909 | | | 2022 | 50,000 | — | 6,599,994 | — | 446,376(3) | 7,096,370 | | Nancy Disman Chief Financial Officer | 2024 | 350,000 | 500,000(3) | 2,350,000 | 225,000 | 64,311 | 3,489,311 | | | 2023 | 350,000 | 500,000 | 2,349,997 | 225,000 | 63,810 | 3,488,807 | | | 2022 | 182,844 | 2,000,000 | 15,288,200 | 225,000 | 13,412 | 17,709,456 | | Taylor Lauber Chief Strategy Officer | 2024 | 350,000 | — | 6,030,000 | 225,000 | 32,491 | 6,637,491 | | | 2023 | 350,000 | — | 6,039,993 | 225,000 | 32,491 | 6,647,484 | | | 2022 | 350,000 | — | 1,349,993 | 225,000 | 32,490 | 1,957,483 |
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Jordan Frankel General Counsel, Executive Vice President, Legal, Human Resources and Compliance and Secretary | 2024 | 350,000 | — | 2,350,000 | 225,000 | 26,921 | 2,951,921 | | | 2023 | 350,000 | — | 2,349,997 | 225,000 | 23,292 | 2,948,289 | | | 2022 | 350,000 | — | 1,349,993 | 225,000 | 22,401 | 1,947,394 |
Summary Compensation Table
| (1) Amounts reflect the full grant-date fair value of RSUs granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards and option awards made to executive officers in Note 19 to our audited consolidated financial statements included in the 2024 Form 10-K. |
Summary Compensation Table
| (2) For Mr. J. Isaacman, amounts reflect the following payments made by the Company: (a) supplemental life insurance premium payments in an aggregate amount equal to $167,706, (b) automobile lease payments in an aggregate amount equal to $43,092, (c) automobile insurance premium payments in an aggregate amount of $3,450, (d) incremental cost of his personal use of a driver of $63,413, (e) payment or reimbursement of legal fees associated with the VPF settlement and margin loan in an aggregate amount equal to $95,430 and (f) travel related reimbursement of $107. The incremental cost of Mr. J. Isaacmans’ personal use of drivers is calculated by prorating the drivers’ aggregate salaries by 25%. For Ms. Disman, amount reflects automobile lease payments of $33,211, payment of $401(k) match benefits of $30,500 and personal cell phone expenses in the amount of $600.08. For Mr. Lauber, amount reflects automobile lease payments of $32,491. For Mr. Frankel, amount reflects automobile lease payments of $13,608 and payment of 401(k) match benefits of $13,313. |
Summary Compensation Table
| (3) Amount reflects the portion of Ms. Disman’s signing bonus that was payable in 2024. For further details on such signing bonus, see “Executive Compensation Arrangements - Employment Agreements - Nancy Disman.” |
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal year 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2024.
Grants of Plan-Based Awards in Fiscal 2024
| Name | Grant Date | Estimated Future Payouts Under Non Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Jared Isaacman | 2/29/2024 | — | — | — | 105,355(3) | 9,050,000 | | Nancy Disman | 2/29/2024 | 112,500 | 225,000 | 337,500 | 27,357(4) | 2,350,000 | | Taylor Lauber | 2/29/2024 | 112,500 | 225,000 | 337,500 | 70,198(4) | 6,030,000 | | Jordan Frankel | 2/29/2024 | 112,500 | 225,000 | 337,500 | 27,357(4) | 2,350,000 |
Grants of Plan-Based Awards in Fiscal 2024
| (1) Amounts reflect the target annual bonus payable under our annual cash incentive program. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. |
Grants of Plan-Based Awards in Fiscal 2024
| (2) Amounts reflect the grant-date fair value in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 19 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Grants of Plan-Based Awards in Fiscal 2024
| (3) This amount reflects the number of fully vested RSUs granted. |
Grants of Plan-Based Awards in Fiscal 2024
| (4) This amount reflects the number of time-vesting RSUs granted, each of which vests in three equal annual installments of one-third each on the first three anniversaries of the date of grant, subject to continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jared Isaacman | — | — | — | | Nancy Disman | 8/5/2022(2) | 56,412 | $5,854,437 | | | 3/2/2023(2) | 11,283 | $1,170,950 | | | 2/29/2024(2) | 18,239 | $1,892,843 | | Taylor Lauber | 3/9/2022(2) | 10,728 | $1,113,352 | | | 3/2/2023(2) | 28,999 | $3,009,516 | | | 2/29/2024(2) | 46,766 | $4,856,800 | | Jordan Frankel | 3/9/2022(2) | 10,728 | $1,113,352 | | | 3/2/2023(2) | 11,823 | 1,226,991 | | | 2/29/2024(2) | 18,239 | 1,892,843 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the fair market value per share of our common stock of $103.78, as of December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The RSUs vest annually in three equal installments of 1/3 each on each of the first three anniversaries of the date of grant, subject to continued service through each vesting date. |
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024
Option Exercises and Stock Vested in Fiscal 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Jared Isaacman | 62,314 | 5,352,773 | | Nancy Disman | 74,742 | 4,805,989 | | Taylor Lauber | 22,613 | 1,902,934 | | Jordan Frankel | 17,934 | 1,515,029 |
Option Exercises and Stock Vested in Fiscal 2024
| (1) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Estimated Potential Payments
Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees, such as accrued vacation.
Estimated Potential Payments
| Name | Benefit | Termination Without Cause or for Good Reason / Cause (no Change in Control) ($) | Change in Control (no Termination) ($)(1) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) | | Jared Isaacman | Cash | — | — | — | | | Equity Acceleration | — | — | — | | | Continued Healthcare(2) | 90,237 | — | 90,237 | | | Total(3) | 90,237 | — | 90,237 | | Nancy Disman | Cash(4) | 350,000 | — | 350,000 | | | Equity Acceleration(5) | 8,918,231 | — | 8,918,231 | | | Continued Healthcare(6) | 31,796 | — | 31,796 | | | Total(3) | 9,300,027 | — | 9,300,027 |
Estimated Potential Payments
| Name | Benefit | Termination Without Cause or for Good Reason / Cause (no Change in Control) ($) | Change in Control (no Termination) ($)(1) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) | | Taylor Lauber | Cash | — | — | — | | | Equity Acceleration(5) | 7,866,316 | — | 7,866,316 | | | Continued Healthcare | — | — | — | | | Total(3) | 7,868,316 | — | 7,868,316 | | Jordan Frankel | Cash | — | — | — | | | Equity Acceleration(5) | 3,119,834 | — | 3,119,834 | | | Continued Healthcare | — | — | — | | | Total(3) | 3,119,834 | — | 3,119,834 |
Estimated Potential Payments
| (1) Assumes awards are not assumed or substituted in connection with the change in control. |
Estimated Potential Payments
| (2) Amount reflects Mr. J. Isaacman’s entitlement to payment of premiums for participation in the health plan pursuant to COBRA for a period of up to 36 months following his termination date. |
Estimated Potential Payments
| (3) Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2024. Amounts of any reduction pursuant to the 280G best pay provision, if any, would be calculated upon actual termination of employment. |
Estimated Potential Payments
| (4) This amount reflects the continued payment of Ms. Disman’s base salary for twelve months following termination of her employment. |
Estimated Potential Payments
| (5) With respect to RSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs by $103.78, the closing trading price of our common stock on December 31, 2024, which was the last trading day of 2024. |
Estimated Potential Payments
| (6) This amount reflects the value of continued group health care coverage for twelve months following termination of her employment. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below shows the compensation earned by each director other than Mr. J. Isaacman (whose compensation is set forth above) for the fiscal year ended December 31, 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Jonathan Halkyard | 83,750 | 200,000 | 283,750 | | Christopher Cruz | 82,500 | 200,000 | 282,500 | | Sarah Grover | 67,500 | 200,000 | 267,500 | | Karen Roter Davis | 70,000 | 200,000 | 270,000 | | Donald Isaacman | 50,000 | 200,000 | 250,000 | | Sam Bakhshandehpour | 67,500 | 200,000 | 267,500 | | Seth Dallaire(2) | — | — | — |
DIRECTOR COMPENSATION
| (1) Amounts reflect the full grant-date fair value of stock awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our directors in Note 19 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
DIRECTOR COMPENSATION
| (2) Mr. Dallaire joined the Board on February 20, 2025. |
DIRECTOR COMPENSATION
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2024 by each non-employee director.
DIRECTOR COMPENSATION
| Name | Unvested Stock Awards Outstanding at 2024 Fiscal Year End | | Jonathan Halkyard | 2,757 | | Christopher Cruz | 2,757 | | Sarah Grover | 2,757 | | Karen Roter Davis | 2,757 | | Donald Isaacman | 2,757 | | Sam Bakhshandehpour | 2,757 | | Seth Dallaire | — |
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy We maintain a compensation program for our non-employee directors under which each non-employee director receives the following amounts for their service on the Board:
DIRECTOR COMPENSATION
| • | RSUs with an aggregate fair value on the date of grant equal to the product of (i) $210,000 and (y) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the annual meeting immediately preceding the non-employee director’s start date and denominator of which is 365, upon the director’s initial election or appointment to the Board (the “Initial Award”); |
DIRECTOR COMPENSATION
| • | RSUs with an aggregate fair value on the date of grant of $210,000 on the date of the annual meeting (the “Annual Award”); |
DIRECTOR COMPENSATION
| • | An annual director fee of $50,000; and |
DIRECTOR COMPENSATION
| • | If the director serves on a committee of our Board or in the other capacities stated below, an additional annual fee as follows: |
DIRECTOR COMPENSATION
| ○ | Chair of the Audit Committee, $30,000; |
DIRECTOR COMPENSATION
| ○ | Audit Committee member other than the chair, $15,000; |
DIRECTOR COMPENSATION
| ○ | Chair of the Compensation Committee, $22,500; |
DIRECTOR COMPENSATION
| ○ | Compensation Committee member other than the chair, $10,000; |
DIRECTOR COMPENSATION
| ○ | Chair of the Nominating and Corporate Governance Committee, $18,000; and |
DIRECTOR COMPENSATION
| ○ | Nominating and Corporate Governance Committee member other than the chair, $5,500. |
DIRECTOR COMPENSATION
Initial Awards will vest in full on the first anniversary of the date of grant. Annual Awards will vest in full on the first anniversary of the date of grant. In addition, all unvested Initial Awards and Annual Awards vest in full upon the occurrence of a change in control. Director fees under the program are payable in arrears in four equal quarterly installments, provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our Board.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the total compensation paid to our median paid employee and ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our other employees. The annual total compensation for 2024 for our Chief Executive Officer was $9,473,198, as reported in the Summary Compensation Table. The annual total compensation for 2024 for our median employee, identified as discussed below, was $59,200 calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for 2024, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees was approximately 160:1.
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure The median employee that was used for purposes of calculating the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is the same employee that was identified for purposes of our 2024 disclosure. When identifying the median employee for our 2024 disclosure, we selected December 31, 2024 as the date for establishing the employee population used in identifying the median employee. We identified the median employee using the consistently applied compensation measure that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 31, 2024: (1) annual base pay and (2) the target value for equity awards granted to be awarded in 2024 and (3) the target value for our annual incentive plan bonus. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the last currency conversion update of December 31, 2023. We captured all full-time and part-time employees. We did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Base salary or wages for temporary employees were not included. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation. We have assessed our compensation programs for all employees and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Management has evaluated our executive and employee compensation and benefits programs to determine if these programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment process includes a review of program policies and practices; analysis to identify risks and risk controls related to our compensation programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, the effectiveness of our risk controls and the impacts of our compensation programs and their risks to our strategy. Although we periodically review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In relation to this, we believe that our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and our risk management practices. Our review considers that the program contains certain design features that mitigate the likelihood of excessive risk-taking behavior, such as:
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
| • | Overall incentive program includes discretionary assessment of performance and is not purely formulaic |
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
| • | Pay program is heavily weighted towards equity compensation for executives |
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
| • | Equity grants to the executives other than the Chief Executive Officer vest over multiple years |
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
| • | The Chief Executive Officer is also a founder and retains a significant ownership stake in the business; such structure will see changes if the Chief Executive Officer changes |
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
| • | The Chief Executive Officer’s compensation is provided almost entirely through equity compensation based on a discretionary assessment by the Compensation Committee; this may be adjusted in future assessments |
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
| • | Incentive targets include multiple metrics and are reviewed and approved by the Compensation Committee |
Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure
The Compensation Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023 and 2024, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) (3) | Adj. EBITDA (4) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (2) | | | | 2024 | 9,473,198 | 9,473,198 | 4,359,574 | 6,539,360 | 313 | 262 | 294.5 | 677.4 | | 2023 | 8,936,909 | 8,936,909 | 4,361,527 | 7,179,542 | 222 | 191 | 122.9 | 459.9 | | 2022 | 7,096,370 | 7,096,370 | 5,851,748 | 6,409,839 | 167 | 122 | 86.7 | 289.7 | | 2021 | 6,235,828 | 6,235,828 | 1,513,268 | 1,400,475 | 173 | 172 | -74.0 | 167.2 | | 2020 | 744,765 | 744,765 | 18,331,700 | 18,341,467 | 225 | 129 | -111.4 | 87.7 |
Pay Versus Performance Table
| (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2024 | Jared Isaacman | Nancy Disman, Taylor Lauber and Jordan Frankel | | 2023 | Jared Isaacman | Nancy Disman, Taylor Lauber and Jordan Frankel | | 2022 | Jared Isaacman | Brad Herring, Nancy Disman, Taylor Lauber and Jordan Frankel | | 2021 | Jared Isaacman | Brad Herring, Taylor Lauber and Jordan Frankel | | 2020 | Jared Isaacman | Taylor Lauber and Jordan Frankel |
Pay Versus Performance Table
| (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P 500 IT Index. |
Pay Versus Performance Table
| (3) Net Income figures have been updated from prior year’s definitive proxy statement to include income derived from noncontrolling interests. |
Pay Versus Performance Table
| (4) Adjusted EBITDA is a non-GAAP measure. For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Appendix A. These figures have been updated from last year’s definitive proxy statement to reflect adjustments used to determine our annual incentive program payout. |
Pay Versus Performance Table
Compensation actually paid to our NEOs represents the “Total” compensation reported in the “Summary Compensation Table” for 2024, as adjusted as follows:
Pay Versus Performance Table
| Adjustments | 2023 | | 2024 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | 8,936,909 | 4,361,527 | 9,473,198 | 4,359,574 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (8,449,978) | (3,579,996) | (9,050,000) | (3,576,667) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 0 | 3,833,169 | 0 | 4,321,122 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 8,449,978 | 0 | 9,050,000 | 0 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 0 | (4,188,190) | 0 | (3,786,682) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 0 | (6,753,033) | 0 | 5,222,011 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | — | — | | TOTAL ADJUSTMENTS | 0 | 2,818,016 | 0 | 2,179,785 | | Compensation Actually Paid (SCT minus deductions plus total adjustments) | 8,936,909 | 7,179,542 | 9,473,198 | 6,539,360 |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:
Pay Versus Performance Tabular List
| • | End-to-end payment volume; |
Pay Versus Performance Tabular List
| • | Gross revenue less network fees; and |
Pay Versus Performance Tabular List
| • | Adjusted EBITDA |
Pay Versus Performance Tabular List
For additional details regarding our most important financial performance measures, please see the section titled “Executive Summary - 2024 Compensation Highlights” in our CD&A elsewhere in this proxy statement.