PAYMENTUS HOLDINGS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
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:
Target Bonus as a %
Name Position 2023 Base Salary of 2023 Base Salary
Sanjay Kalra Senior Vice President and Chief $500,000 100.0%
Financial Officer
Jerry Portocalis Chief Commercial Officer $420,000 (1) 62.5%
Andrew Gerber General Counsel and Secretary $341,250 (1) 61.5%
_____________________________
(1) Represents a 5% increase over the 2022 base salary of Messrs. Portocalis and Gerber.
Although the Committee desired to include
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
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
--------------------------------------------------------------------------------
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
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
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
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:
Nominee Votes For Votes Withheld Broker Non-Votes Jody Davids 1,032,046,672 931,797 2,824,099 Adam Malinowski 1,031,861,933 1,116,536 2,824,099 Gary Trainor 1,031,728,368 1,250,101 2,824,099
Item 2-Ratification of the Appointment of
The appointment of
Votes For Votes Against Votes Abstained Broker Non-Votes 1,035,798,341 3,961 266 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:
Votes For Votes Against Votes Abstained Broker Non-Votes 1,026,721,650 6,255,286 1,533 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.
PAYMENTUS HOLDINGS, INC.
Date:
Dushyant Sharma Chairman, President and Chief Executive Officer
--------------------------------------------------------------------------------
© Edgar Online, source
