Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2023, the board of directors (the “Board”) of Paymentus Holdings, Inc. (the “Company”) adopted the Company’s 2023 Executive Incentive Compensation Program (the “2023 Program”), which was established under the Company’s Executive Incentive Compensation Plan (“EIP”). The Board’s adoption of the 2023 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 feedback on plan design from the Committee’s independent compensation consultant.
The name, position, current 2023 base salary and full-year target bonus amount of each of the Company’s executive officers participating in the 2023 Program is as follows:
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Name |
Position |
2023 Base Salary |
Target Bonus as a % of 2023 Base Salary |
Sanjay Kalra |
Senior Vice President and Chief Financial Officer |
$500,000 |
100.0% |
Jerry Portocalis |
Chief Commercial Officer |
$420,000(1) |
62.5% |
Andrew Gerber |
General Counsel and Secretary |
$341,250(1) |
61.5% |
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(1) Represents a 5% increase over the 2022 base salary of Messrs. Portocalis and Gerber.
Although the Committee desired to include Dushyant Sharma, the Company’s President and Chief Executive Officer, in the 2023 Program at a target bonus opportunity equal to 192.9% (or $675,000) of his current base salary of $350,000, Mr. Sharma informed the Committee that he will not accept any award that may be earned under the 2023 Program and has requested that any such funds be reinvested in the Company to accelerate growth. The Committee agreed to support Mr. Sharma's decision.
The performance components under the 2023 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) bookings annual contract value (“Bookings”), with a performance target established for each such component for the fiscal year ending December 31, 2023. Each component under the 2023 Program may be achieved and a corresponding payout made independent of the other components, but the minimum threshold (as described below) for at least three of the five components must be achieved before any bonus payments will be made.
Under the 2023 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, Adjusted EBITDA-LCS, and Bookings targets must be met before any bonus payments will be made with respect to such components, and in the event any of the Adjusted EBITDA, Adjusted EBITDA-LCS, or Bookings 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.
Payment of bonus amounts earned, if any, under the 2023 Program will be made following approval by the Audit Committee of the Board of the Company’s 2023 audited financial statements.
Unless otherwise determined by the Committee, participants in the 2023 Program must remain employed by the Company through the date that any bonus amount is paid in order to qualify for the bonus payment. The Board and the Committee, each in its sole discretion, generally retain the right to amend, supplement, supersede or cancel the 2023 Program for any reason, and reserve the right to determine whether and when to pay out any bonus amounts pursuant to or outside of the 2023 Program, regardless of the achievement of the performance targets.
The EIP under which the 2023 Program was established is filed as Exhibit 10.3 to our Annual Report on Form 10-K for the year ended December 31, 2022 and described in our Definitive Proxy Statement, dated April 21, 2023, under the heading “Executive Compensation—Non-equity Incentive Plan Compensation.”
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders:
1. elected three Class II Directors nominated to serve on the Company’s Board of Directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;
2. ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023; and
3. approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law.
A more complete description of each item is set forth in the proxy statement for the Annual Meeting (the “Proxy Statement”).
As of the record date for the Annual Meeting, there were 20,039,322 shares of the Company’s Class A common stock and 103,306,842 shares of the Company’s Class B common stock issued and outstanding. Each share of Class A common stock was entitled to one vote on each matter properly brought before the Annual Meeting, and each share of Class B common stock was entitled to ten votes on each matter properly brought before the Annual Meeting. The Class A common stock and Class B common stock voted together as a class. Votes representing approximately 98% of the combined voting power of the Class A common stock and Class B common stock, as of the record date, were present in person or represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
Item 1—Election of Directors
Each of the three nominees named in the Proxy Statement was elected by the stockholders to the Company’s Board of Directors for three-year terms based on the following vote:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Jody Davids |
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1,032,046,672 |
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931,797 |
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2,824,099 |
Adam Malinowski |
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1,031,861,933 |
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1,116,536 |
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2,824,099 |
Gary Trainor |
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1,031,728,368 |
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1,250,101 |
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2,824,099 |
Item 2—Ratification of the Appointment of PricewaterhouseCoopers LLP
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified by the stockholders based on the following vote:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
1,035,798,341 |
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3,961 |
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266 |
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N/A |
Item 3—Approval of Amendment to Amended and Restated Certificate of Incorporation
The amendment to the Company’s Amended and Restated Certificate of Incorporation was approved by the stockholders based on the following vote:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
1,026,721,650 |
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6,255,286 |
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1,533 |
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2,824,099 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PAYMENTUS HOLDINGS, INC. |
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Date: |
June 5, 2023 |
By: |
/s/ Dushyant Sharma |
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Dushyant Sharma
Chairman, President and Chief Executive Officer |