DEF 14A of i3 Verticals, Inc., Jan 10, 2025

DEF 14A of i3 Verticals, Inc.

Filed Jan 10, 2025 · FY20240001728688-25-000006

Open on EDGAR

  1. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table summarizes the aggregate fees earned or paid and the value of equity-based awards earned by our non-employee directors during the Company’s fiscal year ended September 30, 2024:

  2. Non-Employee Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Option Awards ($) (2) (3) | Total Compensation ($) | | Elizabeth Seigenthaler Courtney | 50,000 | 115,634 | 165,634 | | John Harrison | 40,000 | 115,634 | 155,634 | | Burton Harvey | 40,000 | 115,634 | 155,634 | | Timothy McKenna | 52,500 | 115,634 | 168,134 | | David Morgan | 55,000 | 115,634 | 170,634 | | David Wilds | 55,000 | 115,634 | 170,634 | | Decosta Jenkins | 40,000 | 115,634 | 155,634 |

  3. Non-Employee Director Compensation

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  4. Non-Employee Director Compensation

    | (1) Messrs. Daily and Whitson have been excluded from this table because they do not receive additional compensation for serving as a director by virtue of the fact that they serve as executive officers of the Company and their compensation is fully reflected in the Summary Compensation Table for executive officers. | | (2) Amounts reflect the grant-date Black-Scholes value of the stock options granted during the fiscal year ended September 30, 2024, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For a discussion of the assumptions used to calculate the value of all option awards made to our non-employee directors, see Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. | | (3) As of September 30, 2024, the aggregate number of outstanding options to purchase Class A common stock in the Company held by our non-employee directors was as follows: 81,108 for each of Ms. Courtney and Mr. Morgan, 71,108 for each of Messrs. Harrison, Harvey and Wilds, 61,108 for Mr. McKenna and 36,914 for Mr. Jenkins. |

  5. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Upon the recommendation of a majority of the Nominating and Corporate Governance Committee, the Board has nominated the nine persons listed below for election to serve as directors, each for a term of one year and until his or her successor is elected and qualified. The nominees for director are: •Gregory Daily •Clay Whitson •Elizabeth Seigenthaler Courtney •John Harrison •Burton Harvey •Decosta Jenkins •Timothy McKenna •David Morgan •David Wilds Each of the nominees has consented to being named as a director nominee in this Proxy Statement and has agreed to serve for the one year term to which he or she has been nominated, if elected. If any of the nominees is unable to serve or refuses to serve as a director, the proxies will be voted in favor of such other nominee(s), if any, as the Board of Directors may designate. The Company has no reason to believe that any Board nominee will be unable or unwilling to serve if elected as a director.

  6. Executive Summary

    Fiscal 2024 Highlights The following provides an overview of the Company’s financial performance during the fiscal year ended September 30, 2024. •Revenue from continuing operations for the fiscal year ended September 30, 2024 was $229.9 million, an increase of 1.4% compared to the fiscal year ended September 30, 2023. •Net loss from continuing operations for the fiscal year ended September 30, 2024, was $13.3 million, compared to a net loss from continuing operations of $23.7 million for the fiscal year ended September 30, 2023. •Net loss from continuing operations attributable to i3 Verticals, Inc. for the fiscal year ended September 30, 2024 was $8.9 million, compared to net loss from continuing operations attributable to i3 Verticals, Inc. of $15.8 million for the fiscal year ended September 30, 2023. •Adjusted EBITDA from continuing operations for the fiscal year ended September 30, 2024, was $58.3 million, compared to Adjusted EBITDA from continuing operations of $59.4 million for the fiscal year ended September 30, 2023.* •Diluted net loss attributable to Class A common stock per share from continuing operations for the fiscal year ended September 30, 2024 was $0.38, compared to a net loss per share from continuing operations of $0.68 in the prior year. •For the year ended September 30, 2024, pro forma adjusted diluted earnings per share from continuing operations, which gives pro forma effect to the Company’s tax rate, was $0.46, compared to $0.65 for the year ended September 30, 2023.* Diluted net income per share attributable to Class A common stock from continuing operations and pro forma adjusted diluted earnings per share from continuing operations both exclude discontinued operations but include the consolidated cash interest expense. •Annualized Recurring Revenue (“ARR”) from continuing operations for the fourth quarter of fiscal year 2024 and 2023 was $188.2 million and $175.1 million, respectively, representing a period-to-period growth rate of 7.5%. * Adjusted EBITDA and pro forma adjusted diluted earnings per share are non-GAAP financial measures. See Appendix A for a definition of such non-GAAP financial measures, an explanation of why we believe such non-GAAP financial measures present useful information to investors, and a reconciliation of such non-GAAP financial measures to the most comparable GAAP measures. In addition to our financial performance, other achievements of the Company during the fiscal year ended September 30, 2024, included: •Completion of the sale of our Merchant Services Business on September 20, 2024 for approximately $438 million (after giving effect to estimated net working capital, indebtedness and cash adjustments), subject to post-closing purchase price adjustments; •Utilizing substantially all the proceeds from the sale of the Merchant Services Business to pay down all of our outstanding debt on our 2023 Senior Credit Facility; and •Completion of the acquisition of inLumon, Inc. on August 1, 2024 to complement our product offerings in our Public Sector segment with a strong permitting and licensing solution in exchange for purchase consideration of $18.0 million in cash, the issuance of 311,634 shares of our Class A common stock, and $2.0 million in contingent consideration. Key Compensation Actions for Fiscal Year 2024 The following highlights key compensation actions of the Company with respect to the Company’s named executive officers for the fiscal year ended September 30, 2024: •Effective January 1, 2024, Messrs. Whitson, Stanford, Maple, Christians and Smith’s annual base salaries were increased to $270,375, $324,450, $283,250, $360,500 and $236,900 respectively, which reflected a 3% increase for each such named executive officer, in comparison to the base salary paid to such individuals during the calendar year ended December 31, 2023. Mr. Daily’s base salary remained at $341,250, the same base salary paid to Mr. Daily during the calendar year ended December 31, 2023. •Messrs. Whitson, Stanford, Maple, Christians and Smith were eligible to receive short-term awards for the fiscal year ended September 30, 2024, in the form of a cash bonus as approved by the Compensation Committee. Under the terms of these awards approved by the Compensation Committee in November 2023, Messrs. Whitson, Stanford, Maple, Christians and Smith were each eligible for a target payout opportunity of 10% of 2024 base salary. Taking into account the Compensation Committee’s review of applicable factors as described in more detail below, the Compensation Committee determined not to award cash bonuses to Messrs. Whitson, Stanford, Maple, Christians and Smith for the fiscal year ended September 30, 2024. Consistent with past practice, the Compensation Committee decided, in consultation with Mr. Daily, to not make available any cash incentive opportunities for Mr. Daily in fiscal year 2024 due to his considerable ownership share in the Company. •In February 2024, the Company granted stock options to Messrs. Whitson, Stanford, Maple, Christians and Smith exercisable for 100,000, 100,000, 75,000, 75,000 and 75,000 shares of Class A Common Stock, respectively. The options had an exercise price of $19.22, the closing stock price of the Company’s Class A common stock on the grant date, and will vest ratably in four equal annual installments on the anniversary of the date of grant subject to the executive’s continued service with the Company. •In September 2024, Geoff Smith was promoted to Chief Financial Officer of the Company, having previously served as the Senior Vice President of Finance of the Company since November 2022. In connection with the promotion, Mr. Smith was granted 15,000 restricted stock units and his annual base salary was increased to $260,500 effective September 20, 2024. The restricted stock units will vest ratably in four equal annual installments on the anniversary of the date of grant subject to Mr. Smith’s continued service with the Company. Concurrently with Mr. Smith’s promotion, Mr. Whitson was appointed Chief Strategy Officer of the Company. Mr. Whitson’s compensation was not adjusted in connection with this appointment.

  7. Compensation Philosophy

    Compensation Philosophy The fundamental objectives of our executive compensation policies are to attract, retain and motivate executives and to incentivize our executives to execute our business strategy and to deliver strong financial results and long-term stockholder value. We believe that we have a strong “pay for performance” philosophy, and the Compensation Committee seeks to implement an executive compensation structure that is fair, balanced, aligned with stockholder interests, and linked to overall financial performance and long-term stockholder value. Consistent with the goal of focusing on long-term stockholder value, the target levels of compensation payable to our executives are weighted more heavily towards long-term equity incentive awards than short-term cash incentive awards. Additionally, our philosophy considers employee retention, vulnerability to recruitment by other companies, and the difficulty and costs associated with replacing executive talent. Based on these objectives, the Compensation Committee has determined that the compensation payable to our named executive officers should primarily consist of the following: (i) base salary, which is intended to provide a secure level of guaranteed cash compensation; (ii) annual cash bonuses, which take into account the level of achievement with respect to certain financial and stock price objectives established by the Compensation Committee at the beginning of the fiscal year; and (iii) long-term equity-based incentive awards which further align the interests between executive officers and our stockholders. Annual cash bonuses are determined following the completion of the fiscal year based on the Compensation Committee’s discretionary evaluation of management’s performance during the year taking into account the level of achievement with respect to these pre-defined objectives. The Compensation Committee believes that discretionary bonuses are preferable to formulaic cash incentive awards because this compensation approach allows for greater flexibility and permits the Compensation Committee to consider and weigh all factors that it may deem relevant to an executive’s performance in a particular period, which factors and weighting may differ from period to period. The Compensation Committee believes that a formulaic approach, on the other hand, would have the potential to skew the focus of our executives toward short-term financial performance, which is more easily measured, at the expense of focusing on longer term goals and considerations with respect to our business and achieving sustained growth in financial performance. Similarly, the Compensation Committee believes that such an approach may provide a disincentive for management to change course or reallocate resources where necessary to respond to unanticipated risks or opportunities, because management may be reluctant to shift focus away from the pre-established objectives on which their performance would be measured. In these respects, the Compensation Committee also believes that its more flexible, subjective approach to bonuses helps to ensure that executives are not provided with an incentive to take inappropriate risks in order to meet short-term financial objectives and drive short-term stock performance. In the fiscal year ended September 30, 2024, the Compensation Committee approved the grant of long-term equity-based incentive awards to our named executive officers (other than Mr. Daily, who did not receive any equity-based incentive awards as noted above) principally in the form of time-based vesting stock options (other than the RSUs granted to Mr. Smith in connection with his promotion to Chief Financial Officer in September 2024 as described above). The Compensation Committee approved the grant of stock options as the principal form of equity-based compensation to named executive officers based on its view that stock options are an optimal form of equity award to retain and motivate senior executives, to align the interests of our senior executives with our stockholders, and to incentivize our senior executives to create long-term stockholder value.

  8. Compensation Committee Processes and Analyses

    Compensation Committee Processes and Analyses Role of Compensation Committee The Compensation Committee sets and administers the policies that govern compensation of our executive officers, including, among other things: •reviewing and approving the Company’s compensation strategy, corporate goals and objectives relevant to senior management compensation (including with respect to the Company’s Chief Executive Officer) and the total compensation policy for the Company to ensure they support business objectives, create stockholder value, are consistent with stockholder interests, attract and retain required key executive talent and link compensation with business performance; •annually evaluating the performance of the Chief Executive Officer in light of the Company’s corporate goals and objectives relevant to the Chief Executive Officer’s compensation; •in consultation with the Chief Executive Officer and, for the fiscal year ended September 30, 2024, the then-serving Chief Financial Officer, reviewing and approving annual performance goals and total compensation with respect to performance-based or incentive compensation plans and individual awards for executive officers and other members of senior management; •reviewing and approving individual compensation and incentive arrangements (including any equity-based awards and employment or severance agreements or change in control agreements) for executive officers and other members of senior management of the Company; and •overseeing the administration of equity-based plans or incentive compensation plans, which includes selecting the persons to whom awards will be made and determining the terms and conditions of each award under such plans. Each of the Compensation Committee members is independent as defined under Nasdaq listing standards. In addition, each member of the Compensation Committee is a “non-employee director” for purposes of Section 16(b) of the Exchange Act. Role of the Compensation Committee’s Independent Consultant In recent years, including the fiscal year ended September 30, 2024, the Compensation Committee has retained the services of FW Cook as its compensation consultant to provide independent counsel and advice on executive compensation matters. The Compensation Committee engaged FW Cook to provide independent compensation advice, perspective and data for annual executive and director compensation. FW Cook regularly assesses our compensation program’s potential for risk and its competitiveness relative to our industry and our peers. FW Cook attends Compensation Committee meetings upon request. While the Compensation Committee considers input from FW Cook when making compensation decisions, the Compensation Committee’s final decisions reflect many factors and considerations. The Compensation Committee annually reviews the independence of its compensation consultant. The Compensation Committee considered the Company’s relationship with FW Cook, assessed the independence of FW Cook pursuant to Nasdaq and Exchange Act rules, and concluded that there are no conflicts of interest that would preclude FW Cook from independently representing the Compensation Committee. Role of Our Named Executive Officers in Determining Executive Compensation The Compensation Committee solicited the views and recommendations of our Chief Executive Officer and then-serving Chief Financial Officer when setting the amount and form of compensation payable to our executives during the year ended September 30, 2024, given their insight into executive performance and other factors relevant to our executive compensation. In connection therewith, at a Compensation Committee meeting held during the first quarter of the fiscal year ended September 30, 2024, the Chief Executive Officer and the then-serving Chief Financial Officer summarized their assessment of the performance during the previous year of each member of the executive team, including their recommendations on compensation for such members of the executive team. Following this presentation and Compensation Committee discussion, the Compensation Committee discussed and approved the compensation for each member of the executive team, for the fiscal year ended September 30, 2024. Impact of Say-on-Pay Vote Results The Company held its first annual Say-on-Pay vote in connection with its annual meeting of stockholders held on February 22, 2024 (the “2024 Annual Meeting”). At the 2024 Annual Meeting, approximately 97% of the votes cast by our stockholders, excluding broker non-votes, were voted in favor of the Company’s advisory Say-on-Pay proposal with respect to the compensation of our named executive officers as described in our proxy statement for our 2024 Annual Meeting (the “2024 Proxy Statement”). Although the Say-on-Pay vote is advisory (which means that the votes is not binding on the Company, the Board or the Compensation Committee), the Compensation Committee and the Board value the opinions of stockholders and is mindful of the level of support received from our stockholders in the Say-on-Pay vote at our 2024 Annual Meeting, and will review the voting results at this Annual Meeting and future annual meetings of stockholders in connection with its ongoing evaluation of our compensation philosophy and compensation decisions.

  9. Executive Compensation for 2024

    Executive Compensation for 2024 Program Elements The 2024 executive compensation program primarily consisted of: •Base salaries; •Annual cash bonuses; and •Equity incentive compensation, principally in the form of stock options. Peer Group Analysis The Compensation Committee has engaged FW Cook in previous fiscal years to conduct a peer group compensation analysis with respect to compensation payable to executives, including in respect of the fiscal year ended September 30, 2023 as described in the Company’s 2024 Proxy Statement. The Company did not engage FW Cook to conduct such a peer group compensation analysis (and did not otherwise conduct such a peer group compensation analysis) in respect of compensation payable to the Company’s executives for the fiscal year ended September 30, 2024, but may engage FW Cook to conduct (or may otherwise conduct) a peer group compensation analysis in future fiscal years. Base Salary We seek to provide base salaries for our executive officers that provide a secure level of guaranteed cash compensation in accordance with their experience, professional status, and job responsibilities. Each year, the Compensation Committee reviews and approves a revised annual salary plan for executive officers, which may take into account various factors, including prior year salary, responsibilities, tenure, individual performance, salaries paid by similar companies for comparable positions solely for purposes of a “market check” with the goal of ensuring that the Company’s base salary levels are reasonably competitive compared to base salary levels at similar companies, and the Company’s recent financial performance. Each year, the Compensation Committee considers annual base salary increases for our executives, and typically approves base salary increases effective January 1 of each year. The Compensation Committee approved the following base salaries for our named executive officers effective January 1, 2024.

  10. Executive Compensation for 2024

    Taking into account the factors outlined above, the Compensation Committee approved annual base salary increases equal to 3.0% to Messrs. Whitson, Stanford, Maple, Christians and Smith as reflected above. The Compensation Committee made a determination not to increase the annual base salary payable to Mr. Daily during the fiscal year ended September 30, 2024. Mr. Smith’s annual base salary was subsequently increased to $260,500 effective September 20, 2024, in connection with his promotion to Chief Financial Officer. Annual Cash Bonuses Annual bonuses are a key component of our executive compensation strategy. In addition to base salary, our annual cash bonuses provide our executives with the potential for enhanced cash compensation as may be determined by the Compensation Committee. Consistent with past practice, the Compensation Committee decided, in consultation with Mr. Daily, to not make available any cash incentive opportunities for Mr. Daily in fiscal year 2024 due to his considerable ownership share in the Company. The Company has utilized a short-term cash incentive program for executives in which the Compensation Committee retains the discretion to determine the amount of the short-term cash incentive amount payable to our executives (other than Mr. Daily) in relation to certain threshold and target percentage parameters (expressed as a percentage of base salary) established by the Compensation Committee at the beginning of our fiscal year. In connection therewith, in recent fiscal years (including in the fiscal year ended September 30, 2024), the Compensation Committee has approved at the beginning of each fiscal year certain relevant Company goals which may be considered by the Compensation Committee as general guidelines in connection with determining the amount of the cash incentive award ultimately payable to our named executive officers, while retaining the discretion to apply or not apply any of these goals (and not weighting any of these goals in terms of order of importance at the time they were established) and to determine the amount of any bonus payable to our executives irrespective of the level of achievement with respect to these goals. The Compensation Committee also considers individual performance in connection with determining the amount of any cash bonus payable to our named executive officers pursuant to this program. For the fiscal year ended September 30, 2024, the Compensation Committee approved the following goals and associated targets for this fiscal year for purposes of our short-term cash incentive program: Adjusted EBITDA, Adjusted EBITDA Margin, Annual Recurring Revenue, and the Company’s stock price performance (both based on absolute stock price performance and in comparison to a selected group of peer companies). Other than the addition of absolute stock performance as part of the Company stock price performance goal, all of these goals were consistent with those used for determining short-term cash incentive opportunities for our executives during the fiscal year ended September 30, 2023. For information regarding Adjusted EBITDA (a non-GAAP financial measure), including the manner in which Adjusted EBITDA is calculated and a reconciliation of Adjusted EBITDA to the most comparable GAAP measure, see Appendix A. In November 2023, the Compensation Committee set the following target bonus percentages (expressed as a percentage of 2024 base salary payable to such named executive officers).

  11. Executive Compensation for 2024

    | Named Executive Officer | Target Bonus Percentage | | Greg Daily | —% | | Geoff Smith | 10% | | Clay Whitson | 10% | | Rick Stanford | 10% | | Paul Maple | 10% | | Paul Christians | 10% |

  12. Executive Compensation for 2024

    In connection with considering the short-term cash incentive compensation to be paid to our named executive officers (other than Mr. Daily) for the fiscal year ended September 30, 2024, at a meeting held in November 2024, the Compensation Committee took note of the fact that the Company did not meet the performance guidelines set by the Compensation Committee for fiscal year 2024 in respect of the Adjusted EBITDA growth, Adjusted EBITDA margin, ARR or Company stock price performance (both based on absolute stock price performance and in comparison to a selected group of peer companies) goals. Taking these factors into account, the Compensation Committee determined not to award cash bonuses to any of our named executive officers for the fiscal year ended September 30, 2024). Equity Compensation Pursuant to our 2018 Plan, we may grant equity-based incentive awards in order to attract, motivate and retain employees, including our named executive officers. Equity awards are generally granted annually to eligible employees, including our named executive officers (other than Mr. Daily, as described further below). Equity incentive awards have historically been made to executive officers in February of each year following the filing of our Quarterly Report on Form 10-Q for our first quarter ended December 31. Consistent with this framework, annual equity incentive awards for our fiscal year ended September 30, 2024, were made to our named executive officers (aside from the promotional grants made to Mr. Smith as described below) with a grant date of February 13, 2024. The Compensation Committee may also approve additional equity-based awards to executives in certain special circumstances, such as upon an executive’s initial employment with the Company, the promotion of an executive to a new position or in recognition of special contributions made by an executive. As discussed above, in the fiscal year ended September 30, 2024, the Compensation Committee determined to approve the grant of long-term equity-based incentive awards to our named executive officers principally in the form of time-based vesting stock options (other than the grant of RSUs made to Mr. Smith in connection with his promotion to Chief Financial Officer). The following summarizes the grant of long-term equity awards to our named executive officers (other than Mr. Daily) during the fiscal year ended September 30, 2024. Consistent with past practice, the Compensation Committee decided, in consultation with Mr. Daily, to award no equity compensation to Mr. Daily in fiscal year 2024 due to his considerable ownership share in the Company. Stock Options. In February 2024, the Compensation Committee approved the grant of time-based vesting stock options to Messrs. Whitson, Stanford, Maple, Christians and Smith exercisable for 100,000, 100,000, 75,000, 75,000 and 75,000 shares of Class A Common Stock, respectively, with a grant date of February 13, 2024. The options had an exercise price of $19.22, the closing stock price of the Company’s Class A common stock on the grant date. Restricted Stock Units (RSUs). In connection with the promotion of Mr. Smith to Chief Financial Officer in September 2024, the Compensation Committee approved the grant of 15,000 time-based vesting RSUs at such time to Mr. Smith, which RSUs vest in equal installments over a four-year period and are settled in shares of Class A common stock, provided Mr. Smith is employed by the Company on the applicable vesting date. No other named executive officer was granted RSUs during fiscal year 2024. 2024 Fiscal Year Performance With Respect to Vesting of Previously Granted Performance Stock Units (PSUs) During the fiscal year ended September 30, 2022, the Compensation Committee approved the grant of PSUs in respect of 25,000 shares of Class A common stock to each of Messrs. Whitson, Stanford, Maple and Smith. Additionally, in the fiscal year ended September 30, 2023, the Compensation Committee approved the grant of 25,000 PSUs to Mr. Christians in connection with his promotion to Chief Operating Officer at such time (these PSUs were granted as a replacement award for 25,000 PSUs that had been granted to Mr. Christians in fiscal year 2022, which PSUs were cancelled in connection with such new grant, in order to align the performance vesting conditions of these PSUs with Mr. Christians’ role at such time as Chief Operating Officer). All of the PSUs granted to Messrs. Whitson, Stanford, Maple, Christians and Smith are eligible to vest, and settle in shares of Class A Common Stock, in increments of 5,000 shares per fiscal year over a period of five fiscal years, beginning with the fiscal year ended September 30, 2023, based on the Company’s achievement of pro forma adjusted diluted earnings per share targets for each such fiscal year (with target performance increasing in each succeeding fiscal year) which were determined in connection with the Compensation Committee’s initial approval of such grants, provided that the recipient is employed by the Company on the applicable vesting date for each such fiscal year. In addition, under the terms of such grants, if the Company’s actual pro forma adjusted diluted earnings per share during an applicable fiscal year does not satisfy the applicable pro forma adjusted diluted earnings per share target for such fiscal year, the unearned PSUs remain eligible to vest in any subsequent fiscal year over such five-year performance period if the pro forma adjusted diluted earnings per share target for any such subsequent fiscal year is achieved by the Company during any such subsequent fiscal year. Pro forma adjusted diluted earnings per share is a non-GAAP financial measure. See Appendix A for additional information regarding the calculation of pro forma adjusted net income, and a reconciliation of non-GAAP pro forma adjusted diluted earnings per share to GAAP diluted earnings per share. In November 2024, the Compensation Committee approved an adjustment to the pro forma diluted earnings per share targets for the fiscal years subject to these PSUs to take into account the impact of the Company’s disposition of the Merchant Services Business on September 20, 2024 and the classification of the results of operations of the Merchant Services Business in discontinued operations in connection therewith consistent with the terms of the applicable award agreements (which provided that such targets would be subject to adjustment by the Compensation Committee in the event of any divestitures). As a result of such adjustment, the target pro forma adjusted diluted earnings per share for the fiscal year ended September 30, 2024, was adjusted from $1.79 to $1.08. The Company’s pro forma adjusted diluted earnings per share for the fiscal year ended September 30, 2024 (after giving effect to the classification of the results of the Merchant Services Business in discontinued operations) was $0.46, which was below the adjusted target of $1.08 for such fiscal year as set forth above. However, such PSUs subject to vesting based on performance for the fiscal years ended September 30, 2024, and September 30, 2023, remain eligible for vesting in respect of future fiscal years during such five-year performance period as described above. Retirement Plans We currently maintain a 401(k) savings plan for eligible employees, including our named executive officers, and provide discretionary matching contributions to 401(k) plan participants. We do not maintain a defined benefit pension plan. Employee Benefits Eligible employees, including our named executive officers, may participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance. Our named executive officers participate in these programs on the same basis as other eligible employees. No Tax Gross-Ups

  13. Executive Compensation for 2024

    We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by the Company. Employment Agreements The Company is party to an employment agreement with Mr. Whitson as described below, and is not a party to an employment agreement with any other named executive officer. Pursuant to Mr. Whitson’s employment agreement, he currently receives an annual base salary of $270,375, reviewed annually by the Compensation Committee, and is eligible to participate in standard benefit plans. Mr. Whitson is also eligible to receive an annual performance bonus payment equal to 50% of his base salary for achieving performance criteria established by the Board. Under Mr. Whitson’s employment agreement, if we terminate his employment without “Cause” or Mr. Whitson terminates his employment for “Good Reason” (as such terms are defined therein), then in addition to any accrued amounts of base salary and bonuses earned but not yet paid, Mr. Whitson is entitled to receive (1) employee and fringe benefits under any and all employee benefit plans, which are from time to time generally made available to the executive employees of i3 Verticals, LLC, for a period of twelve months after the date of termination, (2) a pro-rata portion of his annual bonus payment for the fiscal year in which termination occurs, assuming achievement of any applicable performance objectives, paid in a lump sum within 60 days of Mr. Whitson’s termination, and (3) twelve months of his base salary. If Mr. Whitson’s employment is terminated within six months of a Change in Control (as defined in the agreement), Mr. Whitson is entitled to a lump sum payment equal to (1) one year of his annual base salary at the time of the Change in Control, (2) his annual bonus for the previous year (or if higher, the highest annual bonus awarded to Mr. Whitson in the past three fiscal years), and (3) one year of benefits which he was receiving at time of the termination. Under Mr. Whitson’s employment agreement, in the event of Mr. Whitson’s death or disability, in addition to any accrued amounts of base salary and bonuses earned but not yet paid, he would be entitled to a lump sum payment equal to 50% of his annual base salary. Change in Control Agreement The Company is party to a Change in Control Agreement with Mr. Maple. Pursuant to the Change in Control Agreement, in the event Mr. Maple’s employment is terminated following a change in control either without Cause or by Mr. Maple for Good Reason (each as defined in the Change in Control Agreement), then Mr. Maple will be entitled to a lump sum equal to twelve months base salary, plus Mr. Maple’s target annual bonus at the time of the change in control. Mr. Maple would also be entitled to continuation of Company provided health benefits for a period of one year following the termination of his employment. No other named executive officers are party to change in control agreements with the Company. Treatment of Equity Awards upon a Termination of Employment or Change of Control In the event of a change in control of the Company and/or a termination of a named executive officer’s employment, equity awards held by named executive officers would be treated as follows: Options In the event of a termination of a named executive officer’s employment other than by reason of such named executive officer’s death or disability, in accordance with the applicable award agreements, any unvested options held by such named executive officer would be forfeited, and in the event such termination was without “cause,” any options that have previously vested would remain exercisable for 3 months following the termination date. If such termination was for “cause,” any vested options would expire on the date of termination. In the event of a named executive officer’s death or disability, any unvested options held by such named executive officer will immediately vest, and any vested options will remain exercisable for one year following such named executive officer’s death or disability. In the event of a change of control, any unvested options held by named executive officers will vest upon the occurrence of the change of control and will be canceled in exchange for a payment in cash, stock or other property having a fair market value equal to the fair market value of the consideration to be paid in the change of control, reduced by the applicable exercise price of the option. RSUs In the event of a termination of a named executive officer’s employment, in accordance with the applicable award agreements, any unvested RSUs will be forfeited, except as described below. In the event of a named executive officer’s death or disability, all unvested RSUs would immediately vest. In the event a named executive officer’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the RSUs, any unvested RSUs held by such named executive officer would immediately vest. PSUs In the event of a termination of a named executive officer’s employment, in accordance with the applicable award agreements, any unvested PSUs will be forfeited, except as described below. In the event a named executive officer’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the PSUs, any unvested PSUs held by such named executive officer would immediately vest. For more information, please see “Potential Payments upon Termination or Change-in-Control” below.

  14. Compensation Policies and Practices as they relate to Risk Management

    Compensation Policies and Practices as they relate to Risk Management Our compensation program is designed to not incentivize excessive risk taking. In this regard, the base salary component of compensation is a fixed amount and is therefore not subject to or influenced by risk taking. In addition, the Compensation Committee believes that the Company’s more flexible, subjective approach to bonuses pursuant to the Company’s discretionary cash bonus program as described above helps to ensure that executives are not provided with an incentive to take inappropriate risks in order to meet short-term financial objectives and drive short-term stock performance. Further, our equity compensation grant practices are tied to the achievement of long-term stock price growth through the grant of stock options and RSUs, as well as (in recent years) PSUs which vest based upon the achievement of pro forma adjusted diluted earnings per share targets. Moreover, options granted to named executive officers vest over a four-year period beginning on the first anniversary of the grant date, which further emphasizes the long-term nature of this compensation component and reduces the incentive for risk taking. In addition, as set forth in our Incentive Equity Grant Policy as further described below, our stock option grants generally occur on an annual basis in accordance with a pre-determined schedule, which eliminates the ability of named executive officers to time the grant of options around short-term, market events. Taking into account these considerations, the Compensation Committee believes that the Company’s compensation programs do not motivate risk-taking that could reasonably be expected to have a material adverse effect on the Company. These principles are reviewed annually by the Compensation Committee.

  15. Equity Grant Policy and Timing of Equity Awards

    Equity Grant Policy and Timing of Equity Awards The Board has adopted an Incentive Equity Grant Policy (the “Equity Grant Policy”) to create a framework for a consistent process for the Company to grant equity-based awards. It is the intent of the Equity Grant Policy that equity-based awards, including stock options, are generally be made during open trading windows to minimize the risk of grant decisions being made while any employee or member of the Board is in possession of material, non-public information of the Company. Pursuant to the Equity Grant Policy, annual grants of equity-based awards to (i) executive officers and non-management members of the Board are generally made with a grant date on the second business day following the Company’s filing of its Quarterly Report on Form 10-Q with respect to its fiscal first quarter ending December 31, which grant date occurs in February, and (ii) other employees of the Company are generally made with a grant date on the second business day following the Company’s filing of its Annual Report on Form 10-K with respect to its fiscal year ending September 30, which grant date occurs in November. The Board or the Compensation Committee may change the annual grant date for any particular year if the Company is in possession of material non-public information or if the Board or Compensation Committee otherwise determines that doing so would be advisable. In addition, pursuant to the Equity Grant Policy, unless the Board or the Compensation Committee otherwise determines, the quarterly grant date for equity awards other than annual grants (such as in connection with any promotion or new hire), and other than in connection with Company acquisitions, are generally on the second business day following the Company’s filing of its Form 10-Q or Form 10-K, as applicable for each of its fiscal quarters (i.e., four days per year, one day in each of February, May, August and November). Finally, pursuant to the Equity Grant Policy, the grant date for equity awards made in connection with Company acquisitions is generally on the first trading day on or following the commencement of employment upon the closing of the acquisition unless the Board or Compensation Committee otherwise determines (such as if the Company is in possession of material non-public information). In addition, consistent with the Equity Grant Policy, we do not time equity-based awards in coordination with the release of material, non-public information and we do not time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.

  16. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation earned by, or paid to, our named executive officers during the fiscal years ended September 30, 2024, September 30, 2023, and September 30, 2022.

  17. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(5) ($) | Total ($) | | Gregory Daily | 2024 | 341,250 | — | — | — | 9,000 | 350,250 | | Chief Executive Officer | 2023 | 337,188 | — | — | — | 8,401 | 345,589 | | | 2022 | 325,000 | — | — | — | 9,114 | 334,114 | | Geoff Smith (4) | 2024 | 235,801 | — | 329,850 | 789,563 | 24,025 | 1,379,239 | | Chief Financial Officer | | | | | | | | | Clay Whitson | 2024 | 268,406 | — | — | 1,052,363 | 21,159 | 1,341,929 | | Chief Strategy Officer (Former Principal Financial Officer) | 2023 | 259,375 | 13,125 | — | 1,501,388 | 20,956 | 1,794,843 | | | 2022 | 250,000 | 25,000 | 561,250 | 491,683 | 23,222 | 1,351,155 | | Rick Stanford | 2024 | 322,088 | — | — | 1,052,363 | 18,741 | 1,393,192 | | President | 2023 | 311,250 | 15,750 | — | 1,529,883 | 17,120 | 1,874,003 | | | 2022 | 300,000 | 30,000 | 561,250 | 491,683 | 8,739 | 1,391,672 | | Paul Maple (4) | 2024 | 281,187 | — | — | 789,563 | 25,799 | 1,096,550 | | General Counsel & Secretary | 2023 | 267,500 | 13,750 | — | 1,110,265 | 23,746 | 1,415,261 | | Paul Christians (4) | 2024 | 357,673 | — | — | 789,563 | 30,964 | 1,178,201 | | Chief Operating Officer | 2023 | 350,000 | 17,500 | 111,400 | 1,115,196 | 4,704 | 1,598,800 |

  18. Summary Compensation Table

    __________________________

  19. Summary Compensation Table

    | (1) Represents discretionary cash bonus awards paid to our named executive officers as approved by the Compensation Committee for the applicable fiscal year. For additional information, please refer to “Executive Compensation—Compensation Discussion and Analysis— Executive Compensation for 2024—Annual Discretionary Cash Bonuses.” | | (2) Amounts reflect the aggregate grant date fair value of the time-vesting restricted stock units (“RSUs”) and performance-vesting restricted stock units (“PSUs”) with a grant date during the fiscal years ended September 30, 2024, September 30, 2023 and September 30, 2022, as applicable, computed in accordance with ASC Topic 718. Such RSUs are subject to service vesting requirements and such PSUs are subject to performance and service-vesting requirements, and the amounts included above assume that the performance conditions will be satisfied during the performance period. For a discussion of assumptions used to calculate the value of such RSUs and PSUs, see Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The stock awards column for Mr. Christians for the fiscal year ended September 30, 2023, includes the grant date fair value of the 5,000 time-based vesting RSUs awarded to Mr. Christians, but not the grant date value of the 25,000 PSUs granted to Mr. Christians, due to the fact that the grant date for such PSU under ASC Topic 718 was during the fiscal year ended September 30, 2022 (not the fiscal year ended September 30, 2023), taking into account the fact that such PSUs were granted as a replacement award for 25,000 PSUs previously granted to Mr. Christians during the fiscal year ended September 30, 2022 that were cancelled in connection with such new grant. | | (3) Amounts reflect the grant-date Black-Scholes value of the stock options with a grant date during the fiscal years ended September 30, 2024, September 30, 2023, and September 30, 2022, as applicable, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For a discussion of the assumptions used to calculate the value of all option awards made to our named executive officers, see Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. | | (4) Compensation information is not provided for Mr. Smith for 2023 and 2022 and for Messrs. Maple and Christians for 2022 because they were not named executive officers during those fiscal years. | | (5) All Other Compensation for the fiscal year ended September 30, 2024 consists of the following: |

  20. Summary Compensation Table

    | Name | Health Insurance Premiums ($) | HSA and 401(k) Plan Employer Matching Contributions ($) | | Gregory Daily | $9,000 | $— | | Geoff Smith | $15,451 | $8,574 | | Clay Whitson | $11,213 | $9,946 | | Rick Stanford | $9,000 | $9,741 | | Paul Maple | $15,451 | $10,348 | | Paul Christians | $5,589 | $— |

  21. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes the number of outstanding equity awards held by each of our named executive officers as of September 30, 2024.

  22. Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested ($) | | Gregory Daily | — | — | — | — | — | — | — | — | — | | Geoff Smith | 6/20/2018 | 30,000(1) | | $13.00 | 6/20/2028 | — | — | — | — | | | 2/19/2019 | 10,000(1) | | $21.65 | 2/19/2029 | — | — | — | — | | | 2/13/2020 | 15,000(1) | | $32.25 | 2/13/2030 | — | — | — | — | | | 6/22/2020 | 20,000(1) | | $29.69 | 6/22/2030 | — | — | — | — | | | 11/6/2020 | 10,000(1) | | $23.04 | 11/6/2030 | — | — | — | — | | | 2/11/2021 | 10,000(1) | | $34.20 | 2/11/2031 | — | — | — | — | | | 6/22/2021 | 20,000(1) | | $31.80 | 6/22/2031 | — | — | — | — | | | 2/11/2022 | 20,000(2) | 10,000(2) | $26.53 | 2/11/2032 | — | — | — | — | | | 9/2/2022 | — | — | — | — | — | — | 25,000(3) | $532,750(3) | | | 2/13/2023 | 18,750(4) | 56,250(4) | $26.31 | 2/13/2033 | — | — | — | — | | | 2/13/2024 | — | 75,000(5) | $19.22 | 2/13/2034 | — | — | — | — | | | 9/20/2024 | — | — | — | — | 15,000(6) | $319,650(6) | — | — | | Clay Whitson | 6/20/2018 | 76,924(1) | — | $13.00 | 6/20/2028 | — | — | — | — | | | 2/19/2019 | 50,000(1) | — | $21.65 | 2/19/2029 | — | — | — | — | | | 2/13/2020 | 32,000(1) | — | $32.25 | 2/13/2030 | — | — | — | — | | | 2/11/2021 | 35,000(1) | — | $34.20 | 2/11/2031 | — | — | — | — | | | 2/11/2022 | 23,333(2) | 11,667(2) | $26.53 | 2/11/2032 | — | — | — | — | | | 9/2/2022 | — | — | — | — | — | — | 25,000(3) | $532,750(3) | | | 2/13/2023 | 25,269(4) | 75,807(4) | $26.31 | 2/13/2033 | — | — | — | — | | | 2/13/2024 | — | 100,000(5) | 19.22 | 2/13/2034 | — | — | — | — | | Rick Stanford | 6/20/2018 | 100,000(1) | — | $13.00 | 6/20/2028 | — | — | — | — | | | 2/19/2019 | 50,000(1) | — | $21.65 | 2/19/2029 | — | — | — | — | | | 2/13/2020 | 32,000(1) | — | $32.25 | 2/13/2030 | — | — | — | — | | | 2/11/2021 | 35,000(1) | — | $34.20 | 2/11/2031 | — | — | — | — | | | 2/11/2022 | 23,333(2) | 11,667(2) | $26.53 | 2/11/2032 | — | — | — | — | | | 9/2/2022 | — | — | — | — | — | — | 25,000(3) | $532,750(3) | | | 2/13/2023 | 25,750(4) | 77,250(4) | $26.31 | 2/13/2033 | — | — | — | — | | | 2/13/2024 | — | 100,000(5) | $19.22 | 2/13/2034 | — | — | — | — | | Paul Maple | 6/20/2018 | 100,000(1) | — | $13.00 | 6/20/2028 | — | — | — | — | | | 2/19/2019 | 33,333(1) | — | $21.65 | 2/19/2029 | — | — | — | — | | | 2/13/2020 | 32,000(1) | — | $32.25 | 2/13/2030 | — | — | — | — | | | 2/11/2021 | 35,000(1) | — | $34.20 | 2/11/2031 | — | — | — | — | | | 9/24/2021 | 20,000(1) | — | $25.22 | 9/24/2031 | — | — | — | — | | | 2/11/2022 | 23,333(2) | 11,667(2) | $26.53 | 2/11/2032 | — | — | — | — | | | 9/2/2022 | — | — | — | — | — | — | 25,000(3) | $532,750(3) | | | 2/13/2023 | 18,667(4) | 56,000(4) | $26.31 | 2/13/2033 | — | — | — | — | | | 2/13/2024 | — | 75,000(5) | $19.22 | 2/13/2034 | — | — | — | — | | Paul Christians | 5/31/2019 | 200,000(1) | — | $25.57 | 5/31/2029 | — | — | — | — | | | 2/13/2020 | 20,000(1) | — | $32.25 | 2/13/2030 | — | — | — | — | | | 2/11/2022 | 16,667(2) | 8,333(2) | $26.53 | 2/11/2032 | — | — | — | — | | | 9/2/2022 | — | — | — | — | — | — | 25,000(3) | $532,750(3) | | | 11/16/2022 | — | — | — | — | 3,750(7) | $79,913(7) | — | — | | | 2/13/2023 | 18,750(4) | 56,250(4) | $26.31 | 2/13/2033 | — | — | — | — | | | 2/13/2024 | — | 75,000(5) | $19.22 | 2/13/2034 | — | — | — | — |

  23. Outstanding Equity Awards at Fiscal Year End

    | (1) Amount reflects options to purchase Class A common stock in the Company granted pursuant to the 2018 Plan. | | (2) Amount reflects options to purchase Class A common stock in the Company granted pursuant to the 2018 Plan. The options vest ratably in three equal annual installments beginning on February 11, 2023, subject to the executive officer’s continued service with the Company. | | (3) Amount reflects PSU awards which vest in equal installments over a five-year period, beginning on November 1, 2023, provided the executive officer is employed by the Company on the applicable vesting date and certain year-over-year pro forma adjusted diluted earnings per share growth performance conditions are met. Includes the portion of the PSU awards that did not vest in respect of the fiscal year 2024 performance period because such PSUs remain eligible to vest if the performance conditions are satisfied in subsequent performance periods. See “Executive Compensation—Compensation Discussion and Analysis— Executive Compensation for 2024—2024 Fiscal Year Performance With Respect to Vesting of Previously Granted PSUs.” The market value is based upon the closing share price of our Class A common stock as of September 30, 2024 of $21.31. | | (4) Amount reflects options to purchase Class A common stock in the Company granted pursuant to the 2018 Plan. The options vest ratably in four equal annual installments beginning on February 13, 2024, subject to the executive officer’s continued service with the Company. | | (5) Amount reflects options to purchase Class A common stock in the Company granted pursuant to the 2018 Plan. The options vest ratably in four equal annual installments beginning on February 13, 2025, subject to the executive officer’s continued service with the Company. | | (6) Amount reflects RSU awards which vest in equal installments over a four-year period, beginning on September 20, 2025, provided the executive officer is employed by the Company on the applicable vesting date. The market value is based upon the closing share price of our Class A common stock as of September 30, 2024 of $21.31. | | (7) Amount reflects RSU awards which vest in equal installments over a four-year period, beginning on November 16, 2023, provided the executive officer is employed by the Company on the applicable vesting date. The market value is based upon the closing share price of our Class A common stock as of September 30, 2024 of $21.31. |

  24. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During the fiscal year ended September 30, 2024, none of the named executive officers exercised any options. The following table provides information regarding the vesting of RSUs and PSUs during 2024.

  25. Option Exercises and Stock Vested

    | Name | Stock Awards | | | | Number of Shares or Units of Stock Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Gregory Daily | — | — | | Geoff Smith | — | — | | Clay Whitson | — | — | | Rick Stanford | — | — | | Paul Maple | — | — | | Paul Christians | 1,250 | $25,375 |

  26. Option Exercises and Stock Vested

    __________________________

  27. Option Exercises and Stock Vested

    | (1) The value realized upon vesting is calculated based on the closing price of our Common Stock on the applicable vesting date. |

  28. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Gregory Daily, Chief Executive Officer Mr. Daily would not be entitled to any payments from the Company in respect of his employment upon any termination of employment or a change in control of the Company if his employment had terminated on September 30, 2024 (in addition, Mr. Daily does not hold any equity awards). Geoff Smith, Chief Financial Officer Mr. Smith is not party to any agreements with the Company that would entitle him to payments or amounts in respect of his employment from the Company upon termination or a change in control of the Company. The following table shows the potential payments in respect of equity awards held by Mr. Smith upon termination or a change in control of the Company for Mr. Smith if his employment had terminated on September 30, 2024.

  29. Potential Payments upon Termination or Change-in-Control

    | | Involuntary Without Cause of Voluntary For Good Reason | Involuntary For Cause on 9/30/2024 | Voluntary Without Good Reason on 9/30/2024 | | Accelerated Vesting of Stock Options | — | — | — | | Accelerated Vesting of Restricted Stock Units | — | — | — | | Accelerated Vesting of Performance Stock Units | — | — | — | | Total | $— | $— | $— | | | Change in Control on 9/30/2024 | Involuntary Without Cause of Voluntary For Good Reason on 9/30/2024 On or Within 12 Months following a Change in Control | Death or Disability on 9/30/2024 | | Accelerated Vesting of Stock Options | 156,750(1) | 156,750(1) | 156,750(4) | | Accelerated Vesting of Restricted Stock Units | 319,650(2) | 319,650(2) | 319,650(5) | | Accelerated Vesting of Performance Stock Units | 532,750(3) | 532,750(3) | — | | Total | $1,009,150 | $1,009,150 | $476,400 |

  30. Potential Payments upon Termination or Change-in-Control

    | (1) In the event of a change of control, any unvested options held by Mr. Smith would vest upon the occurrence of the change of control and would be canceled in exchange for a payment in cash, stock or other property having a fair market value equal to the fair market value of the consideration to be paid in the change of control, reduced by the applicable exercise price of the option. Assumes a stock price per share of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. | | (2) In the event Mr. Smith’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the RSUs, any unvested RSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (3) In the event Mr. Smith’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the PSUs, any unvested PSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (4) In the event of Mr. Smith’s death or disability, any unvested options would immediately vest, and any vested options would remain exercisable for one year following Mr. Smith’s death or disability. Assumes a stock price of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. | | (5) In the event of Mr. Smith’s death or disability, any unvested RSUs would immediately vest. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. |

  31. Potential Payments upon Termination or Change-in-Control

    Clay Whitson, Chief Strategy Officer (Former Principal Financial Officer) The following table shows the potential payments upon termination or a change in control of the Company for Mr. Whitson in respect of his employment and equity awards if his employment had terminated on September 30, 2024.

  32. Potential Payments upon Termination or Change-in-Control

    | | Involuntary Without Cause of Voluntary For Good Reason | Involuntary For Cause on 9/30/2024 | Voluntary Without Good Reason on 9/30/2024 | | Cash Severance | $405,563(1) | $— | $— | | Group Medical Benefits | 11,213(2) | — | — | | Accelerated Vesting of Stock Options | — | — | — | | Accelerated Vesting of Performance Stock Units | — | — | — | | Total | $416,776 | $— | $— | | | Change in Control on 9/30/2024 | Termination on 9/30/2024 following a Change in Control | Death or Disability on 9/30/2024 | | Cash Severance | $— | $405,563(5) | $135,188(6) | | Group Medical Benefits | — | 11,213(2) | — | | Accelerated Vesting of Stock Options | 209,000(3) | 209,000(3) | 209,000(7) | | Accelerated Vesting of Performance Stock Units | 532,750(4) | 532,750(4) | — | | Total | $741,750 | $1,158,526 | $344,188 |

  33. Potential Payments upon Termination or Change-in-Control

    | (1) Payable by the Company pursuant to Mr. Whitson’s employment agreement. Represents 12 months of Mr. Whitson’s base salary, plus Mr. Whitson’s contractual bonus eligibility of 50% of base salary to be paid in a lump sum following Mr. Whitson’s termination. | | (2) Payable by the Company pursuant to Mr. Whitson’s employment agreement. Represents 12 months of the Company’s portion of premiums for group medical benefits | | (3) In the event of a change of control, any unvested options held by Mr. Whitson would vest upon the occurrence of the change of control and would be canceled in exchange for a payment in cash, stock or other property having a fair market value equal to the fair market value of the consideration to be paid in the change of control, reduced by the applicable exercise price of the option. Assumes a stock price per share of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. | | (4) In the event Mr. Whitson’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the PSUs, any unvested PSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (5) Payable by the Company pursuant to Mr. Whitson’s employment agreement. This amount would be payable if Mr. Whitson’s employment is terminated for any reason within six months following a change of control. Represents 12 months of Mr. Whitson’s base salary, plus Mr. Whitson’s contractual bonus eligibility of 50% of base salary to be paid in a lump sum within 10 days following Mr. Whitson’s termination. | | (6) Payable by the Company pursuant to Mr. Whitson’s employment agreement. Represents 50% of Mr. Whitson’s annual base salary to be paid in a lump sum following Mr. Whitson’s death or disability, as applicable. | | (7) In the event of Mr. Whitson’s death or disability, any unvested options would immediately vest, and any vested options would remain exercisable for one year following Mr. Whitson’s death or disability. Assumes a stock price of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. |

  34. Potential Payments upon Termination or Change-in-Control

    Rick Stanford, President Mr. Stanford is not party to any agreements with the Company that would entitle him to payments or amounts in respect of his employment from the Company upon termination or a change in control of the Company. The following table shows the potential payments in respect of equity awards held by Mr. Stanford upon termination or a change in control of the Company for Mr. Stanford if his employment had terminated on September 30, 2024.

  35. Potential Payments upon Termination or Change-in-Control

    | | Involuntary Without Cause of Voluntary For Good Reason | Involuntary For Cause on 9/30/2024 | Voluntary Without Good Reason on 9/30/2024 | | Accelerated Vesting of Stock Options | — | — | — | | Accelerated Vesting of Performance Stock Units | — | — | — | | Total | $— | $— | $— | | | Change in Control on 9/30/2024 | Involuntary Without Cause of Voluntary For Good Reason on 9/30/2024 On or Within 12 Months following a Change in Control | Death or Disability on 9/30/2024 | | Accelerated Vesting of Stock Options | 209,000(1) | 209,000(1) | 209,000(3) | | Accelerated Vesting of Performance Stock Units | 532,750(2) | 532,750(2) | — | | Total | $741,750 | $741,750 | $209,000 |

  36. Potential Payments upon Termination or Change-in-Control

    | (1) In the event of a change of control, any unvested options held by Mr. Stanford would vest upon the occurrence of the change of control and would be canceled in exchange for a payment in cash, stock or other property having a fair market value equal to the fair market value of the consideration to be paid in the change of control, reduced by the applicable exercise price of the option. Assumes a stock price per share of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. | | (2) In the event Mr. Stanford’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the PSUs, any unvested PSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (3) In the event of Mr. Stanford’s death or disability, any unvested options would immediately vest, and any vested options would remain exercisable for one year following Mr. Stanford’s death or disability. Assumes a stock price of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. |

  37. Potential Payments upon Termination or Change-in-Control

    Paul Maple, General Counsel and Secretary The following table shows the potential payments upon termination or a change in control of the Company for Mr. Maple in respect of his employment and equity awards if his employment had terminated on September 30, 2024.

  38. Potential Payments upon Termination or Change-in-Control

    | | Involuntary Without Cause of Voluntary For Good Reason | Involuntary For Cause on 9/30/2024 | Voluntary Without Good Reason on 9/30/2024 | | Cash Severance | $— | $— | $— | | Group Medical Benefits | — | — | — | | Accelerated Vesting of Stock Options | — | — | — | | Accelerated Vesting of Performance Stock Units | — | — | — | | Total | $— | $— | $— | | | Change in Control on 9/30/2024 | Involuntary Without Cause of Voluntary For Good Reason on 9/30/2024 On or Within 12 Months following a Change in Control | Death or Disability on 9/30/2024 | | Cash Severance | $— | $311,575(3) | $— | | Group Medical Benefits | — | 15,451(4) | — | | Accelerated Vesting of Stock Options | 156,750(1) | 156,750(1) | 156,750(5) | | Accelerated Vesting of Performance Stock Units | 532,750(2) | 532,750(2) | — | | Total | $689,500 | $1,016,526 | $156,750 |

  39. Potential Payments upon Termination or Change-in-Control

    | (1) In the event of a change of control, any unvested options held by Mr. Maple would vest upon the occurrence of the change of control and would be canceled in exchange for a payment in cash, stock or other property having a fair market value equal to the fair market value of the consideration to be paid in the change of control, reduced by the applicable exercise price of the option. Assumes a stock price per share of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. | | (2) In the event Mr. Maple’s employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the PSUs, any unvested PSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (3) Payable by the Company pursuant to Mr. Maple’s Change in Control Agreement. Represents 12 months of Mr. Maple’s base salary, plus Mr. Maple’s annual bonus target of 10% of base salary to be paid in a lump sum within 10 days following Mr. Maple’s termination. | | (4) Payable by the Company pursuant to Mr. Maple’s Change in Control Agreement. Represents 12 months of the Company’s portion of premiums for group medical benefits. | | (5) In the event of Mr. Maple’s death or disability, any unvested options would immediately vest, and any vested options would remain exercisable for one year following Mr. Maple’s death or disability. Assumes a stock price of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. |

  40. Potential Payments upon Termination or Change-in-Control

    Paul Christians, Chief Operating Officer Mr. Christians is not party to any agreements with the Company that would entitle him to payments or amounts in respect of his employment from the Company upon termination or a change in control of the Company. The following table shows the potential payments in respect of equity awards held by Mr. Christians upon termination or a change in control of the Company if his employment had terminated on September 30, 2024.

  41. Potential Payments upon Termination or Change-in-Control

    | | Involuntary Without Cause of Voluntary For Good Reason | Involuntary For Cause on 9/30/2024 | Voluntary Without Good Reason on 9/30/2024 | | Accelerated Vesting of Stock Options | — | — | — | | Accelerated Vesting of Restricted Stock Units | — | — | — | | Accelerated Vesting of Performance Stock Units | — | — | — | | Total | $— | $— | $— | | | Change in Control on 9/30/2024 | Involuntary Without Cause of Voluntary For Good Reason on 9/30/2024 On or Within 12 Months following a Change in Control | Death or Disability on 9/30/2024 | | Accelerated Vesting of Stock Options | 156,750.00(1) | 156,750.00(1) | 156,750.00(4) | | Accelerated Vesting of Restricted Stock Units | 106,550(2) | 106,550(2) | 106,550(5) | | Accelerated Vesting of Performance Stock Units | 532,750(3) | 532,750(3) | — | | Total | $796,050 | $796,050 | $263,300 |

  42. Potential Payments upon Termination or Change-in-Control

    | (1) In the event of a change of control, any unvested options held by Mr. Christians would vest upon the occurrence of the change of control and would be canceled in exchange for a payment in cash, stock or other property having a fair market value equal to the fair market value of the consideration to be paid in the change of control, reduced by the applicable exercise price of the option. Assumes a stock price per share of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater) are not reflected in the chart above consistent with SEC rules. | | (2) In the event Mr. Christians’ employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the RSUs, any unvested RSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (3) In the event Mr. Christians’ employment is terminated for good reason or without cause within one year of a change of control, or if the acquiring entity in such change of control does not assume the PSUs, any unvested PSUs would immediately vest. The table above assumes that such awards are not assumed by the acquiring corporation or other successor to the Company in a change in control. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. | | (4) In the event of Mr. Christians’ death or disability, any unvested options would immediately vest, and any vested options will remain exercisable for one year following Mr. Christians’ death or disability. Assumes a stock price of $21.31 (the closing stock price as of September 30, 2024). Any accelerated options that have an exercise price higher than such closing stock price (i.e., would be underwater), are not reflected in the chart above consistent with SEC rules. | | (5) In the event of Mr. Christians’ death or disability, any unvested RSUs would immediately vest. The values in the table are based upon the closing price of the Common Stock on September 30, 2024 of $21.31 per share. |

  43. Pay Versus Performance

    Pay Versus Performance

  44. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    Required Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information with respect to "compensation actually paid" or "CAP" (as determined pursuant to SEC rules) to our principal executive officer (“PEO”) and (on average) to our other named executive officers (“non-PEO Named Executive Officers”) for the four fiscal years ended September 30, 2024 alongside total shareholder return (“TSR”) and net income (loss), as well as the Company-selected measure of Adjusted EBITDA from continuing operations. The Company selected this measure as the most important measure used to link compensation actually paid to our named executive officers to Company performance for the year ended September 30, 2024. Net income for the fiscal year ended September 30, 2024, is significantly higher than the net loss reflected in the table below for the fiscal years ended September 30, 2023, September 30, 2022, and September 30, 2021, as the result of the gain on sale included in net income for the fiscal year ended September 30, 2024, resulting from the completion of the sale of our Merchant Services Business in September 2024.

  45. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Year (a) | Summary Compensation Table total for PEO (b) (1) | Compensation Actually Paid to PEO (c) (1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e) (1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) (h) (4) $ in 000’s | Adjusted EBITDA from Continuing Operations (i) (5) $ in 000’s | | | | | | | Total Shareholder Return (f) (3) | Peer Group Total Shareholder Return (g) (3) | | | | Fiscal 2024 | 350,250 | 350,250 | 1,252,468 | 1,062,192 | $105.91 | $311.58 | 175,130 | 58,308 | | Fiscal 2023 | 345,589 | 345,589 | 1,670,727 | 1,427,555 | $105.07 | $205.58 | (2,652) | 59,399 | | Fiscal 2022 | 334,114 | 334,114 | 1,371,414 | 1,156,664 | $99.55 | $147.16 | (23,217) | 43,489 | | Fiscal 2021 | 308,338 | 308,338 | 937,661 | 886,430 | $105.35 | $198.46 | (7,839) | 20,643 |

  46. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    (1)Greg Daily served as PEO for each of the years on the table. The non-PEO Named Executive Officers included in columns (d) and (e) are as follows:

  47. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | Clay Whitson | Clay Whitson | Clay Whitson | Clay Whitson | | Rick Stanford | Rick Stanford | Rick Stanford | Rick Stanford | | | | Paul Maple | Paul Maple | | | | Paul Christians | Paul Christians | | | | | Geoff Smith |

  48. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    (2)Below is an explanation of the amounts deducted and added from Summary Compensation table total compensation amounts to determine “compensation actually paid” in accordance with Item 402(v)(2) of Regulation S-K:

  49. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | | PEO | | | | | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation table total | $350,250 | $345,589 | $334,114 | $308,338 | | Less grant date fair value of stock awards | — | — | — | — | | Add year-end fair value of awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | — | — | — | — | | Add change in fair value as of vesting date compared to prior year-end fair value for vested and outstanding awards granted in prior fiscal years | — | — | — | — | | Add change in fair value as of fiscal year-end compared to prior year-end fair value for unvested and outstanding awards granted in prior fiscal years | — | — | — | — | | Less amount equal to the fair value at end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions | — | — | — | — | | Add dividends paid on unvested equity awards during fiscal year | — | — | — | — | | Compensation Actually Paid | $350,250 | $345,589 | $334,114 | $308,338 |

  50. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | | Non-PEO Named Executive Officers (averages) | | | | | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation table total | $1,252,468 | $1,670,727 | $1,371,414 | $937,661 | | Less grant date fair value of stock awards | (960,653) | (1,342,033) | (1,052,933) | (648,813) | | Add year-end fair value of awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 839,769 | 884,993 | 814,868 | 332,667 | | Add change in fair value as of vesting date compared to prior year-end fair value for vested and outstanding awards granted in prior fiscal years | (69,200) | 146,350 | 70,421 | 308,381 | | Add change in fair value as of fiscal year-end compared to prior year-end fair value for unvested and outstanding awards granted in prior fiscal years | (192) | 67,518 | (47,106) | (43,466) | | Less amount equal to the fair value at end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet applicable vesting conditions | — | — | — | — | | Add dividends paid on unvested equity awards during fiscal year | — | — | — | — | | Compensation Actually Paid | $1,062,192 | $1,427,555 | $1,156,664 | $886,430 |

  51. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    (3)Column (g) represents the cumulative total shareholder return (“TSR”) of the S&P Information Technology index over the applicable measurement period, as calculated in the manner prescribed by Item 201(e) of Regulation S-K. (4)Reflects net income (loss) set forth in the consolidated financial statements of the Company for the fiscal years ended September 30, 2024, 2023, 2022 and 2021, respectively, including such amounts for the fiscal years ended September 30, 2024, September 30, 2023, and September 30, 2022, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed on November 25, 2024. Net income for the fiscal year ended September 30, 2024, includes a gain on sale of $205.6 million resulting from the completion of the sale of our Merchant Services Business in September 2024. (5)Adjusted EBITDA from continuing operations is the company-selected financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our named executive officers to company performance for the year ended September 30, 2024. See Appendix A for additional information regarding Adjusted EBITDA from continuing operations, including the manner in which Adjusted EBITDA from continuing operations is calculated and a reconciliation of Adjusted EBITDA from continuing operations for the fiscal year ended September 30, 2024, to the most comparable GAAP measure.

  52. Description of the relationships between executive compensation actually paid and metrics on the Pay Versus Performance table

    Description of the relationships between executive compensation actually paid and metrics on the Pay Versus Performance table The following graphs illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and cumulative TSR of the S&P 500Information Technology index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules, and may not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable years.

  53. Tabular list of most important financial performance measures used to link compensation actually paid to company performance

    Tabular list of most important financial performance measures used to link compensation actually paid to company performance Listed below, in no specific order, are the performance measures, including the Company-Selected Measure, which, in our assessment, represent the most important measures we used to link compensation actually paid to our named executive officers for the year ended September 30, 2024, to the Company’s performance. ▪Adjusted EBITDA from continuing operations ▪Annualized Recurring Revenue ▪Stock price performance ▪Pro forma Adjusted Diluted Earnings from Continuing Operations Per Share See the Compensation Discussion and Analysis for more information regarding how we utilized these performance measures in connection with determining compensation paid to our named executive officers during the fiscal year ended September 30, 2024. In addition, Adjusted EBITDA from continuing operations and Pro Forma Adjusted Diluted Earnings from Continuing Operations per Share are non-GAAP financial measures. See Appendix A for additional information regarding Adjusted EBITDA from continuing operations and Pro Forma Adjusted Diluted Earnings from Continuing Operations per Share, including the manner in which such non-GAAP financial measures are calculated and a reconciliation of such non-GAAP financial measures to the most comparable GAAP measures for the fiscal years ended September 30, 2024 , and September 30, 2023.

  54. CEO Pay Ratio

    CEO Pay Ratio CEO-to-median-employee pay ratio is calculated in accordance with Item 402(u) of the SEC’s Regulation S-K. We identified the median employee by examining the annual total compensation for all our employees who were employed by us on September 30, 2024, excluding our Chief Executive Officer. We included all employees, whether employed on a full-time, part-time, seasonal or temporary basis. To determine the median employee, we calculated the total annual compensation payable in respect of the fiscal year ended September 30, 2024, for each of our 1,480 employees employed by us as of September 30, 2024 (following the completion of the sale of our Merchant Services Business on September 20, 2024), as the sum of the following amounts: ▪Annual base salary (including commissions, if applicable) ▪Matching contributions made by i3 Verticals to the employee’s HSA and 401(k) Plan ▪Fiscal year health insurance premiums ▪Fiscal year cash bonus ▪Fiscal year share-based awards (including, incentive and/or non-qualified stock options and restricted stock units) We calculated annual total compensation for the median employee using the same methodology as we used to identify the median employee as set forth above, which was also the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table included in this Proxy Statement. The total annual compensation calculated was $350,250 and $62,000 for our CEO and our median employee, respectively. The resulting ratio for our CEO’s pay compared with the pay of our median employee for 2024 is 5.65 to 1.