DEF 14A of Paysign, Inc.
Filed Mar 26, 2026 · FY20250001683168-26-002222
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors, or “Board,” has nominated seven persons (each a “Nominee” and, collectively, the “Nominees”) to be elected at the 2026 Annual Meeting to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. Our Board currently has seven members, and each Nominee already serves on our Board. Each Nominee has agreed to serve on the Board, if elected. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The seven nominees receiving the highest number of affirmative votes will be elected. Proxies cannot vote for a greater number of persons than the number of nominees named. Set forth below is information regarding the Nominees, as of March 27, 2026, including their ages, positions with Paysign, recent employment and other directorships, if any.
Nominees
Nominees
Nominees
| Name | Age | Position | Director Since | | Mark R. Newcomer | 60 | Chief Executive Officer, President, Chairman, Director | March 2006 | | Matthew Lanford | 59 | Chief Payments Officer, Director | August 2022 | | Joan M. Herman | 69 | Executive Vice President, Director | November 2018 | | Bruce A. Mina | 78 | Independent Director | March 2018 | | Jeffrey B. Newman | 71 | Independent Director | December 2022 | | Daniel R. Henry | 60 | Independent Director | May 2018 | | Dennis L. Triplett | 79 | Independent Director | May 2018 |
Nominees
Mark R. Newcomer, Chief Executive Officer, President, Chairman, and Director. Mr. Newcomer serves as our Chairman, Chief Executive Officer and President, and has served in this capacity and as a director since March 2006. From February 2001 to present, Mr. Newcomer continues to serve as chairman and Chief Executive Officer of 3PEA Technologies, Inc., a payment solutions company he co-founded in 2001. Mr. Newcomer continues to be a driving force in guiding the Company’s growth through technology investments, acquisitions, new product lines, and strategic partnerships. Mr. Newcomer attended Cal-Poly San Luis Obispo where he majored in Bio-Science. We believe Mr. Newcomer is qualified to serve as our Chairman and as a director based on his extensive experience in the payments industry and the perspective and experience he brings to the Board as our founder and Chief Executive Officer, which adds historical knowledge, operational expertise, and continuity to the Board. Matthew Lanford, Chief Payments Officer, and Director. Mr. Lanford has served as our Chief Payments Officer since January 2024 and as a director since August 2022. Mr. Lanford served as the Company’s Chief Operating Officer and President from 2021 to 2024 and Chief Product Officer from 2019 to 2021. Prior to joining Paysign, Mr. Lanford served as senior vice president and general manager of the financial services division of InComm Payments (“InComm”) from 2016 to 2019, where he was responsible for InComm’s consumer-facing Vanilla™ suite of prepaid products. Prior to his tenure at InComm, Mr. Lanford was with Mastercard from 2006 to 2016, where he was a vice president with the global prepaid product and solutions group and the prepaid product lead for Europe, based in London. Mr. Lanford had regional responsibility for innovation, product development, go-to-market strategy, and commercialization of the Mastercard prepaid portfolio of products, in addition to senior leadership roles in product management and investor relations. These companies are not a parent, subsidiary, or affiliate of Paysign. Mr. Lanford was twice awarded the prestigious top spot in Europe’s Prepaid Power 10. Mr. Lanford earned his Bachelor of Science in Computer Science from the University of Arkansas at Little Rock. We believe Mr. Lanford’s extensive experience in the payments industry qualifies him to serve on the Board. Joan M. Herman, Executive Vice President, Director. Ms. Herman has served as our Executive Vice President since September 2017 and as a director since November 2018. Ms. Herman’s experience in payments spans more than 30 years, holding various management positions in operations, product development, and sales and marketing on both the issuing and acquiring sides of the card business. Ms. Herman’s previous employers and directorships include Sunrise Bank from June 2012 to August 2017, UMB Bank from 2010 to 2012, Heartland Bank from 2006 to 2010, and Heartland Payment Systems from 1997 to 2006. Ms. Herman is a member of the board of directors of the National Branded Prepaid Card Association and serves as its Treasurer. These companies are not a parent, subsidiary, or affiliate of Paysign. Ms. Herman earned her Bachelor of Arts and Master of Arts in business and marketing from Webster University, St. Louis, Missouri. We believe Ms. Herman’s operational and product development experience in the payments industry qualifies her to serve on the Board. Bruce A. Mina, Independent Director. Mr. Mina has served as a director since March 2018. Mr. Mina, MS-Taxation, CPA/ABV, CFF, CVA, BVAL is a co-founder and managing member of Mina Llano Higgins Group, LLP (founded 1974). Mr. Mina is a Certified Public Accountant licensed in the State of New York for over 30 years. He is experienced in, and responsible for, litigation support and valuation assignments regarding business valuations, damage studies and appraisal engagements. Mr. Mina has been retained as a business appraiser, expert witness, consultant, forensic examiner, auditor, accountant, and tax planner by business owners and corporate officers, attorneys, and municipalities to provide services in business appraisal and enterprise valuation, forensic examination, and litigation support. Mr. Mina has served as Chief Financial Officer for Coal Brick Oven Pizzeria, Inc., a Nevada corporation (Grimaldi’s Pizzeria chain of restaurants), from 2011 to 2018, and currently serves as Chief Financial Officer for Academy of Aviation in Long Island, New York since 2009. These companies are not a parent, subsidiary, or affiliate of Paysign. Mr. Mina earned his Bachelor of Arts from Hofstra University and his Master of Science-Taxation from Long Island University. We believe that Mr. Mina’s extensive accounting and valuation experience qualify him to serve on the Board. Jeffrey B. Newman, Independent Director. Mr. Newman has served as a director since December 2022. From 1997 to 2020, Mr. Newman served as Executive Vice President and General Counsel of Euronet Worldwide, Inc. (“Euronet”), a leading provider of payment solutions, including independent ATM networks, card issuance and acquiring, distribution of digital content over retail POS networks, and international money transfer networks for immigrant remittances and high dollar volume transfers. He was responsible for all legal affairs for Euronet, including the creation and establishment of new and highly innovative payment services in developing countries, in particular the countries of Central Europe as they privatized and transitioned to Western economies. During his time at Euronet, Mr. Newman also conducted major corporate and financing transactions, including Euronet’s initial public offering, approximately 50 acquisitions (ranging up to $1.2 billion) in the United States and overseas, private placements, and other public offerings. Prior to joining Euronet, Mr. Newman was a partner of Arent Fox, a Washington D.C. based law firm, specializing in international mergers and acquisitions. Mr. Newman has worked across the payments landscape, including money transfer, merchant card acquiring and card issuance, ATM and POS networks, and distribution of digital content over networks. His experience also includes participation on and advising boards of private and public companies in multiple countries, including the United States, Europe, and Asia. These companies are not a parent, subsidiary, or affiliate of Paysign. Mr. Newman holds a Juris Doctor from The Ohio State University, a DSU (equivalent to a master’s degree) from the University of Paris II, and a Bachelor of Arts from Ohio University. He currently serves on the Board of Phan Time, Inc. We believe Mr. Newman’s extensive experience in the payments and legal industries qualifies him to serve on the Board. Daniel R. Henry, Independent Director. Mr. Henry has served as a director since May 2018. Mr. Henry has been a private investor and advisor since 2013 and previously served as Chief Executive Officer of Green Dot Corporation from 2020 to 2022. Prior to that, Mr. Henry served as Chief Executive Officer of NetSpend, a leading provider of prepaid debit cards for personal & commercial use, from 2008 to 2014. Prior to that, he served as President and Chief Operating Officer of Euronet, a global leader in processing secure electronic financial transactions from 1994 to 2006. He was also a co-founder of Euronet and served on its board until January 2008. These companies are not a parent, subsidiary, or affiliate of Paysign. Mr. Henry currently serves on the Board and the board of directors of Dama Financial. We believe that Mr. Henry, a seasoned financial services industry entrepreneur who brings valuable senior leadership, experience, and insight to the Board, is qualified to serve on the Board.
Nominees
Dennis L. Triplett, Independent Director. Mr. Triplett has served as a director since May 2018. Mr. Triplett served as Chief Executive Officer (March 2004 to April 2015) and Chairman (April 2015 to March 2017) of Healthcare Services at UMB Bank, N.A., a leading provider of healthcare payment solutions including health savings accounts (“HSAs”), healthcare spending accounts, and payments technology. Mr. Triplett founded the division that is now the fifth largest HSA custodian in the nation with $2.6 billion in assets and accounts exceeding $1.25 million. Mr. Triplett developed the Bank’s Medical Savings Account product in the late 1990’s and grew that into a multipurpose card product supporting a variety of spending accounts, including HSAs, flexible spending accounts, and health reimbursement arrangements. Mr. Triplett has over 35 years of experience in the banking industry, including serving as the President and Chief Executive Officer of two banks in the Midwest and has extensive credit and debit card experience. These companies are not a parent, subsidiary, or affiliate of Paysign. Mr. Triplett is a graduate of several banking schools and holds a Master of Business Administration degree from the University of Missouri. Mr. Triplett’s industry leadership has included chairing the Employers Council on Flexible Compensation from 2007 to 2014, being a founding board member of the American Bankers Association’s HSA Council, and chairing American Health Insurance Plan’s HSA Leadership Council from 2009 to 2013. Civically, Mr. Triplett has served on the board of the Greater Kansas City Crime Commission since 2011, as Chairperson for Community for Coaches since 2016, and as a member of UMB Healthcare Services Strategic Advisory Council since 2016. We believe that Mr. Triplett’s managerial, financial, and payment solutions experience qualify him to serve on the Board. None of the directors or executive officers share any familial relationship with any other executive officer or key employee. None of the directors or executive officers have been involved in any legal proceedings as listed in Regulation S-K, Sections 103(c)(2) and 401(f). THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Director Compensation
Director Compensation The following table details the total compensation earned by our non-employee directors during the year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Total ($) (1) | | Daniel R. Henry (2) | 21,000 | 143,200 | – | – | 164,200 | | Bruce A. Mina (3) | 21,000 | 143,200 | – | – | 164,200 | | Dennis L. Triplett (4) | 21,000 | 143,200 | – | – | 164,200 | | Jeffrey B. Newman (5) | 21,000 | 143,200 | – | – | 164,200 |
Director Compensation
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Director Compensation
| (1) Excludes business travel expense reimbursements. | | (2) As of December 31, 2025, Mr. Henry held 20,000 shares of unvested restricted stock awards and 1,350,000 option awards outstanding. | | (3) As of December 31, 2025, Mr. Mina held 20,000 shares of unvested restricted stock awards and no option awards outstanding. | | (4) As of December 31, 2025, Mr. Triplett held 20,000 shares of unvested restricted stock awards and no option awards outstanding. | | (5) As of December 31, 2025, Mr. Newman held 20,000 shares of unvested restricted stock awards and no option awards outstanding. |
Director Compensation
We also reimburse our directors for reasonable travel and other related expenses. Independent Board members are paid an annual fee of $21,000 per year.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary $ | Bonus $(1) | Stock Awards $(2)(3)(4) | All Other Compensation $(5) | Total $ | | Mark R. Newcomer, CEO | 2025 | $1,050,000 | $301,865 | $1,398,000 | $4,400 | $2,754,265 | | | 2024 | $1,042,308 | $301,954 | $– | $3,296 | $1,347,558 | | Matthew Turner, President, | 2025 | $444,987 | $282,039 | $815,500 | $– | $1,542,526 | | Patient Affordability | 2024 | $408,728 | $127,037 | $– | $3,752 | $539,517 | | Michael Ngo, Chief Innovation | 2025 | $295,385 | $1,865 | $1,190,000 | $2,462 | $1,489,712 | | Officer | 2024 | $– | $– | $– | $– | $– |
Summary Compensation Table
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Summary Compensation Table
| (1) Bonuses paid in 2025 and 2024 were discretionary bonuses determined by the Board and not based on the fulfillment of any formula, criteria, or fulfillment of any performance target, goal, or condition. | | (2) In May 2025, we granted Mark R. Newcomer 600,000 shares of restricted common stock, of which 400,000 shares are subject to performance-based vesting. The shares had a total value of $1,398,000, based upon a value of $2.33 per share. The shares vest in equal amounts over a three-year period on the anniversary of the date of the grant, provided that Mr. Newcomer is still employed by us at the time. The performance-based shares vest when the Company achieves specific defined earnings targets, provided that Mr. Newcomer is still employed by us at the time. The performance targets were achieved as of December 31, 2025. None of the grants from 2025 were vested and issued as of December 31, 2025. | | (3) In May 2025, we granted Matthew Turner 350,000 shares of restricted common stock, of which 233,333 are subject to performance-based vesting. The shares had a total value of $815,500, based upon a value of $2.33 per share. The shares vest in equal amounts over a three-year period on the anniversary of the date of the grant, provided that Mr. Turner is still employed by us at the time. The performance-based shares vest when the Company achieves specific defined earnings targets, provided that Mr. Turner is still employed by us at the time. The performance targets were achieved as of December 31, 2025. None of the grants from 2025 were vested and issued as of December 31, 2025. | | (4) In March 2025, we granted Michael Ngo 500,000 shares of restricted common stock, which had a total value of $1,190,000. The shares vest annually in equal amounts over a five-year period on the anniversary of the date of the grant, provided that Mr. Ngo is still employed by us at the time. None of the grants from 2025 were vested and issued as of December 31, 2025. | | (5) All Other Compensation is comprised of 401(k)-employer matching and profit-sharing plan contributions for Mark R. Newcomer, Matthew Turner, and Michael Ngo. |
Summary Compensation Table
The Company did not grant any stock appreciation rights to our named executive officers in the last fiscal year. The Company did not reprice any options or stock appreciation rights during the last fiscal year. The Company did not waive or modify any specified performance target, goal, or condition to pay out with respect to any amount included in any incentive plan compensation included in the summary compensation table.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control We do not have any agreements with our NEOs that contain provisions requiring that we make payments to the named executive officer at, following, or in connection with the resignation, retirement or other termination of the named executive officer, or a change in control of us, or a change in the named executive officer's responsibilities following a change in control.
Pension Benefits
Pension Benefits None of our NEOs are covered by a pension plan or similar benefit plan that provides for payment or other benefits at, following, or in connection with retirement.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our NEOs are covered by a deferred contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Option Exercises in 2025
Option Exercises in 2025 There were no stock option exercises by NEOs during the 2025 fiscal year.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table and accompanying description set forth information for the past three fiscal years regarding compensation as calculated under SEC rules and certain financial performance measures specified under SEC rules.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income ($) | | 2025 | $2,754,265 | $4,350,265 | $1,516,119 | $1,819,969 | $171 | 7,551,613 | | 2024 | 1,347,558 | 1,826,058 | 698,300 | 923,160 | 108 | 3,815,907 | | 2023 | 1,207,659 | 1,240,659 | 573,335 | 631,415 | 109 | 6,458,727 |
Pay Versus Performance Table
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Pay Versus Performance Table
| (1) We are a smaller reporting company pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and as such, we are only required to include information for the past three fiscal years in this table for this proxy statement. | | (2) The dollar amounts reported in this column represent the amount of total compensation reported for Mr. Newcomer, our principal executive officer (“PEO”). | | (3) The dollar amounts reported in this column represent the amount of the “compensation actually paid” to Mr. Newcomer. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to Mr. Newcomer’s total compensation for each year to determine the compensation actually paid are shown in the table below: |
Pay Versus Performance Table
| Adjustments to Determine Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | | Deduction for stock award amount reported in Summary Compensation Table | $(1,398,000) | $– | $– | | Increase for fair value of awards granted during year that remain unvested during that year | 1,692,000 | – | – | | Increase/(decrease) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | 639,000 | 99,000 | 132,000 | | Increase/(decrease) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 663,000 | 379,500 | (99,000) | | Total Adjustments | $1,596,000 | $478,500 | $33,000 |
Pay Versus Performance Table
| (4) The dollar amounts reported in this column for our named-executive officers as a group (excluding Mr. Newcomer, and, in the case of 2025, excluding Messrs. Strobo and Baker and, in the case of 2024 and 2023, excluding Messrs. Turner and Ngo) (the “Non-PEO NEOs”) in each appliable year, represent averages of the amounts reported for our Non-PEO NEOs. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are Messrs. Turner and Ngo for 2025 and Messrs. Strobo and Baker for 2024 and 2023. | | (5) The dollar amounts reported in this column for our Non-PEO NEOs as a group in each appliable year, represent averages of the “compensation actually paid” to the Non-PEO NEOs. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to the average total compensation for the Non-PEO NEOs for each year to determine the average compensation actually paid are shown in the table below: |
Pay Versus Performance Table
| Adjustments to Determine Average Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | | Deduction for amount reported in Summary Compensation Table | $(1,002,750) | $– | $– | | Increase for fair value of awards granted during year that remain unvested during that year | 1,186,000 | – | – | | Increase/(decrease) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | 127,800 | 55,440 | 76,120 | | Increase/(decrease) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | (7,200) | 169,420 | (18,040) | | Total Adjustments | $303,850 | $224,860 | $58,080 |
Description of Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
Description of Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return As presented in the table above, compensation actually paid to our PEO, along with the average compensation actually paid to our Non-PEO NEOs are not directly correlated with total shareholder return. Total compensation actually paid to our PEO increased by approximately $2,524,000 from 2024 to 2025 and increased by approximately $585,000 from 2023 to 2024. Non-PEO NEOs’ total average amount of compensation actually paid increased by approximately $897,000 from 2024 to 2025 and increased by approximately $292,000 from 2023 to 2024. While seeing an overall increase in compensation to our officers from 2024 to 2025 and an increase from 2023 to 2024, we experienced an increase of $63 in total shareholder return from 2024 to 2025 and a decrease of $1 from 2023 to 2024. We utilize several performance measures to align compensation for our executive officers, but those measures tend not to be financial performance measures, such as total shareholder return.
Description of Relationship Between Compensation Actually Paid and Net Income
Description of Relationship Between Compensation Actually Paid and Net Income We have reported a net income in both 2024 and 2025, which increased by $3.7 million. Regardless of our increase in net income, compensation actually paid to our PEO and Non-PEO NEOs increased from 2024 to 2025. We reported net income in both 2023 and 2024, which decreased by $2.6 million. Regardless of our decrease in net income, compensation actually paid to our PEO and Non-PEO NEOs increased from 2023 to 2024. We have not historically looked to net income as a guide to measure performance for our executive officers. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the company under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table sets forth information regarding all outstanding equity awards held by NEOs at December 31, 2025. Outstanding restricted stock grants have been approved by the Company’s Board.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (1) ($) | 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 (1) ($) | | Mark R. Newcomer (2) | 900,000 | 4,635,000 | – | – | | Matthew Turner (3) | 470,000 | 2,420,500 | – | – | | Michael Ngo (4) | 500,000 | 2,575,000 | – | – |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025
| (1) The value of the unearned awards is based upon the closing price of our common stock on December 31, 2025, which was $5.15 per share. | | (2) The restricted stock grant consisted of 750,000 shares granted in July 2022, which vest an annual basis over five years to the extent the executive is still employed by us at the end of each anniversary date, of which 450,000 shares were vested as of December 31, 2025. In May 2025, the restricted stock granted consisted of 600,000 shares of restricted common stock, of which 400,000 shares are subject to performance-based vesting. The shares vest in equal amounts over a three-year period on the anniversary of the date of the grant, provided that Mr. Newcomer is still employed by us at the time. The performance-based shares vest when the Company achieves specific defined earnings targets, provided that Mr. Newcomer is still employed by us at the time. The performance targets were achieved as of December 31, 2025. None of the grants from 2025 were vested and issued as of December 31, 2025. | | (3) The restricted stock grant consisted of 200,000 shares granted in January 2023, which vest on an annual basis over five years to the extent the executive is still employed by us at the end of each anniversary date, of which 80,000 shares have vested as of December 31, 2025. In May 2025, the restricted stock granted consisted of 350,000 shares of restricted common stock, of which 233,333 shares are subject to performance-based vesting. The shares vest in equal amounts over a three-year period on the anniversary of the date of the grant, provided that Mr. Turner is still employed by us at the time. The performance-based shares vest when the Company achieves specific defined earnings targets, provided that Mr. Turner still employed by us at the time. The performance targets were achieved as of December 31, 2025. None of the grants from 2025 were vested and issued as of December 31, 2025. | | (4) In May 2025, the restricted stock granted consisted of 500,000 shares of restricted common stock. The shares vest in equal amounts over a five-year period on the anniversary of the date of the grant, provided that Mr. Ngo is still employed by us at the time. None of the grants from 2025 were vested and issued as of December 31, 2025. |