Cantaloupe Inc. DEF 14A: Executive Compensation & Annual Meeting Details

Ticker: CTLPP · Form: DEF 14A · Filed: Oct 4, 2024 · CIK: 896429

Cantaloupe, Inc. DEF 14A Filing Summary
FieldDetail
CompanyCantaloupe, Inc. (CTLPP)
Form TypeDEF 14A
Filed DateOct 4, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$231.5 million, $37.1 million, $3.0B, $10, $4 billion
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, annual-meeting, corporate-governance

TL;DR

Cantaloupe's DEF 14A is out, showing exec pay details for FY24. Focus on equity awards.

AI Summary

Cantaloupe, Inc. filed a DEF 14A on October 4, 2024, detailing executive compensation and annual meeting matters for the fiscal year ending June 30, 2024. The filing includes information on equity awards granted to named executive officers and non-executive directors, with specific details on performance-based and non-performance-based awards for the fiscal years 2021 through 2024.

Why It Matters

This filing provides transparency into how Cantaloupe, Inc. compensates its top executives and directors, which can influence investor decisions and perceptions of corporate governance.

Risk Assessment

Risk Level: medium — DEF 14A filings often contain information about executive compensation, potential shareholder proposals, and director elections, which can signal changes in corporate strategy or governance that may impact stock price.

Key Numbers

  • 2024 — Fiscal Year (Reporting period for compensation details)
  • 2023 — Fiscal Year (Previous reporting period for compensation details)
  • 2022 — Fiscal Year (Previous reporting period for compensation details)
  • 2021 — Fiscal Year (Previous reporting period for compensation details)

Key Players & Entities

  • CANTALOUPE, INC. (company) — Filer
  • 0001628280-24-042315 (filing_id) — Accession Number
  • 20241004 (date) — Filing Date
  • 20240630 (date) — Fiscal Year End

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing is used to solicit shareholder proxies for an annual or special meeting of shareholders, providing detailed information on matters to be voted upon, including executive compensation, director elections, and other corporate governance issues.

What fiscal year does this DEF 14A filing primarily cover?

This DEF 14A filing primarily covers the fiscal year ending June 30, 2024, with comparative data presented for fiscal years 2021, 2022, and 2023.

What type of compensation information is detailed in this filing?

The filing details equity awards granted to named executive officers and non-employee directors, distinguishing between performance-based and non-performance-based awards.

What is Cantaloupe, Inc.'s business address?

Cantaloupe, Inc.'s business address is 100 Deerfield Lane, Suite 300, Malvern, PA 19355.

When was Cantaloupe, Inc. formerly known as USA TECHNOLOGIES INC?

The company formerly known as USA TECHNOLOGIES INC changed its name to Cantaloupe, Inc. on May 23, 1995.

Filing Stats: 4,392 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2024-10-04 16:14:31

Key Financial Figures

  • $231.5 million — ment purchases: one time purchase fee $231.5 million $37.1 million ( 86% of Fiscal Year 2
  • $37.1 million — one time purchase fee $231.5 million $37.1 million ( 86% of Fiscal Year 2024 revenue) (
  • $3.0B — 1.1B Dollar Volume of Transactions $3.0B Active Devices (2) 1.22M Recurring
  • $10 — payment trends (transactions less than $10) at food and beverage vending and at am
  • $4 billion — pany with an enterprise value exceeding $4 billion by 2013, when he left the company. Mr.

Filing Documents

Executive Compensation Tables and Related Disclosures

Executive Compensation Tables and Related Disclosures 57 Summary Compensation Table 57 Grants of Plan-Based Awards 58 Outstanding Equity Awards at Fiscal Year-End 59 Option Exercises and Stock Vested 60 Potential Payments Upon Termination or Change of Control 60 CEO Pay Ratio Disclosure 62 Pay Versus Performance 63 Proposal 3 – Ratification of Appointment of Independent Registered Public Accountants 66 Engagement of Deloitte 66 Audit Matters 67 Principal Accountant Fees and Services 67 Audit Committee Pre-Approval Policy 67 Report of The Audit Committee 67 Stock Ownership Information 69

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 69 Questions and Answers About the Proxy Materials and Annual Meeting 71 Other Information About the Annual Meeting 74 Expenses of Solicitation 74 Householding 74 2026 Shareholder Proposals and Director Nominations 74 Other Matters 76 Appendix A - GAAP to Non-GAAP Reconciliation of Adjusted EBITDA 77 2 2025 Proxy Statement Notice of 2025 Annual Meeting of Shareholders to be Held Wednesday, November 20, 2024 Date and Time 11:00 a.m., ET, on Wednesday, November 20, 2024 Virtual Annual Meeting Site www.virtualshareholdermeeting.com/CTLP2025 . There will be no physical meeting. Who Can Vote Holders of our Common Stock and Preferred Stock as of September 30, 2024 (the "Record Date") Matters to be Voted On Proposals Board Vote Recommendation For Further Details 1 Election of nine directors nominated by the Company's Board of Directors to serve until the next Annual Meeting of Shareholders. "FOR" each director nominee Page 12 2 Approval, on an advisory basis, of the compensation of the Company's named executive officers. "FOR" Page 41 3 Ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accountants for the fiscal year ending June 30, 2025. "FOR" Page 66 Any other business as may properly come before the meeting or any adjournment of the meeting. Participating in the Meeting You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CTLP2025 . To participate in the Annual Meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials. Date of Mailing We will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and Annual Report on Form 10-K, to shareholders on October 4, 2024. By Order of the Board of Directors, Rav

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