On June 4, 2019, the board of directors of Priority Technology Holdings, Inc. upon the recommendation of its nominating and corporate governance committee, appointed Michael K. Passilla to the Board, effective immediately, with a term that expires at the Company's 2019 annual meeting of stockholders or until his successor is duly elected and qualified. The Board affirmatively determined that Mr. Passilla is independent in accordance with the corporate governance rules of the Nasdaq Stock Market LLC for listed companies and also independent under the rules of the Securities and Exchange Commission applicable to members of an audit committee.