Not independent
Tenure on this board
0.6 yrs
1 nominee · 3 ballot items.
Election of one Class II director (Derek Medlin); ratification of Grant Thornton LLP as the company’s independent registered public accounting firm for 2026; and a non-binding advisory vote to approve the compensation of the Company’s named executive officers for fiscal year 2025 (Say-on-Pay).
Elect Derek Medlin as a Class II director to serve until the Company’s 2029 Annual Meeting of Stockholders.
Ratify the appointment of Grant Thornton LLP as Katapult’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025 as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed 2025 executive compensation program for its named executive officers. Management seeks this advisory approval to validate its compensation design — which combines base salaries, a short-term incentive plan (STIP), and long-term incentives including restricted stock units and performance cash — and to confirm shareholder support for its pay-for-performance approach. Although advisory and not binding, the outcome will be considered by the Compensation Committee when setting future pay and may influence retention and incentive practices. The company discloses that no stock awards were granted in 2025, with material long-term equity grants occurring in 2024 and compensation tied to performance metrics such as gross originations, revenue and Adjusted EBITDA via the STIP and performance cash. The proposal sits in a broader governance context that includes significant recent financing and ownership changes (Series A/B preferred issuances and a disclosed merger agreement with Aaron’s and CCFI) that could materially change shareholder composition and future compensation incentives. Management’s stated rationale for recommending a "FOR" vote is that the executive compensation program aligns management and shareholder interests by emphasizing pay-for-performance and long-term value creation. Because the vote is non-binding, the Compensation Committee retains discretion but will weigh the result as a governance signal; a negative vote could trigger reconsideration of metrics, pay levels, or disclosure practices. Analysts should consider that the company is a smaller reporting company with historical pay variability and that recent transactional events (financings and planned mergers) may necessitate adjustments to incentive structures post-transaction to address dilution, retention of key executives, and alignment with new majority owners. Overall, the proposal functions as a shareholder feedback mechanism on compensation practices rather than an operational constraint, but its outcome has practical implications for compensation governance and future plan design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | IRIDIAN ASSET MANAGEMENT LLC/CT | 18.8% | 897,117 | $6M |
| 2 | CANTOR FITZGERALD, L. P. | 3.2% | 153,116 | $1M |
| 3 | CIBC Bancorp USA Inc. | 2.8% | 135,361 | $956K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 107,718 | $760K |
| 5 | Venturi Wealth Management, LLC | 1.2% | 55,174 | $390K |
| 6 | OCO Capital Partners, L.P. | 1.0% | 50,000 | $353K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 38,846 | $274K |
| 8 | BlackRock, Inc. | 0.7% | 32,550 | $230K |
| 9 | GOLDMAN SACHS GROUP INC | 0.7% | 31,356 | $221K |
| 10 | STATE STREET CORP | 0.4% | 20,979 | $148K |
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