Paymentus Holdings Appoints New Directors, Adjusts Executive Pay

TL;DR

Paymentus adds 2 directors, tweaks exec pay. New faces, new comp plans.

AI Summary

Paymentus Holdings, Inc. announced on March 8, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, Jeffrey L. Hoffman and David A. Z. Mindnich, to its Board. Additionally, the company entered into new employment agreements with certain executive officers, including a new employment agreement with its Chief Executive Officer, D. Glover, effective March 8, 2024.

Why It Matters

The election of new directors and adjustments to executive compensation can signal strategic shifts or changes in governance within the company, potentially impacting future performance and investor confidence.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes like director appointments and executive compensation adjustments, which are common and generally do not indicate significant immediate financial risk.

Key Players & Entities

• Paymentus Holdings, Inc. (company) — Registrant
• Jeffrey L. Hoffman (person) — Newly elected director
• David A. Z. Mindnich (person) — Newly elected director
• D. Glover (person) — Chief Executive Officer
• March 8, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share PAY New York Stock Exchan
• $360,500 — President and Chief Executive Officer $360,500 (1) 192.9% Sanjay Kalra Senior Vi
• $515,000 — President and Chief Financial Officer $515,000 (1) 100.0% Jerry Portocalis Chief
• $432,600 — Portocalis Chief Commercial Officer $432,600 (1) 62.5% Andrew Gerber General C
• $351,488 — erber General Counsel and Secretary $351,488 (1) 61.5% _________________________
• $467,500 — rogram, resulting in a bonus payment of $467,500 for Mr. Kalra, $294,563 for Mr. Portoca
• $294,563 — onus payment of $467,500 for Mr. Kalra, $294,563 for Mr. Portocalis and $235,651 for Mr.
• $235,651 — Kalra, $294,563 for Mr. Portocalis and $235,651 for Mr. Gerber. The 2023 Program is des
• $757,350 — ry bonus to Mr. Sharma in the amount of $757,350, which represented an amount equal to t
• $675,000 — oved 2023 Program target opportunity of $675,000. PAYMENTUS HOLDINGS, INC. Date: M

Filing Documents

• pay-20240308.htm (8-K) — 59KB
• 0000950170-24-029334.txt ( ) — 205KB
• pay-20240308.xsd (EX-101.SCH) — 49KB
• pay-20240308_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Paymentus Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40429 45-3188251 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 11605 North Community House Road , Suite 300 Charlotte , North Carolina 28277 (Address of Principal Executive Offices) (Zip Code) (888) 440-4826 Registrant's Telephone Number, Including Area Code: Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share PAY New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2024 Executive Incentive Compensation Program On March 8, 2024, the board of directors (the "Board") of Paymentus Holdings, Inc. (the "Company") adopted the Company's 2024 Executive Incentive Compensation Plan (the "2024 Program"), which was established under the Company's Executive Incentive Compensation Plan ("EICP"). The Board's adoption of the 2024 Program followed the recommendation of the Compensation Committee (the "Committee") of the Board, after a review by the Committee of the Company's executive compensation program and related information provided by the Committee's independent compensation consultant. The name, position, current 2024 base salary and full-year target bonus amount of each of the Company's executive officers participating in the 2024 Program is as follows: Name Position 2024 Base Salary Target Bonus as a % of 2024 Base Salary Dushyant Sharma President and Chief Executive Officer $360,500 (1) 192.9% Sanjay Kalra Senior Vice President and Chief Financial Officer $515,000 (1) 100.0% Jerry Portocalis Chief Commercial Officer $432,600 (1) 62.5% Andrew Gerber General Counsel and Secretary $351,488 (1) 61.5% _____________________________ (1) Represents a 3% increase over the 2023 base salary for each executive officer. The performance components under the 2024 Program are equally weighted and consist of (i) gross revenue ("Revenue"), (ii) non-GAAP contribution profit ("CP"), (iii) Adjusted EBITDA, (iv) Adjusted EBITDA less capitalized software ("Adjusted EBITDA-LCS"), and (v) individual performance, with a performance target established for each of the four financial components for the fiscal year ending December 31, 2024. Each component under the 2024 Program may be achieved and a corresponding payout made independent of the other components, but the minimum threshold (as described below) for at least two of the four financial components must be achieved before any bonus payments will be made. Under the 2024 Program, (i) a minimum threshold equal to 90% of the Revenue and CP targets must be met before any bonus payments will be made with respect to such components, and in the event either of the Revenue or CP targets are achieved at a level above 100% of the target for such components, the participant may receive up to an additional 10% payout with respect to such components, and (ii) a minimum threshold equal to 80% of the Adjusted EBITDA and Adjusted EBITDA-LCS targets must be met before any bonus payments will be made with respect to such components, and in the event either of the Adjusted EBITDA or Adjusted EBITDA-LCS targets are achieved at a level above 100% of the target for such components, the participant may receive up to an

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