Independent
Tenure on this board
4.1 yrs
3 nominees · 4 ballot items.
Elect three Class II directors; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and advisory (non-binding) vote on whether the say-on-pay vote should occur every one, two, or three years.
Elect Jody Davids, Adam Malinowski and Gary Trainor as Class II directors to serve three-year terms expiring at the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Paymentus’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy, commonly known as a "say-on-pay" vote. Management is seeking shareholder endorsement to validate its pay program, which the board and compensation committee designed to align executive remuneration with company performance, retention goals, and market practice. The proxy discloses that the compensation program for 2025 included base salary increases, an Annual Incentive Compensation Program using four equally weighted financial metrics (Revenue, Contribution Profit, Adjusted EBITDA, and Adjusted EBITDA-LCS) plus individual performance, an aggregate program achievement of 118.2%, discretionary one-time bonuses, and significant long-term equity awards including a one-time 1,100,000 RSU grant to the CEO to better align his equity with peers. The board’s rationale for recommending a FOR vote emphasizes pay-for-performance alignment, independent consultant support (Compensia), multi-year vesting and clawback policies, and other governance features (no gross-ups, limited perquisites, double-trigger change-in-control protections). From a governance and market perspective, notable context includes the concentration of voting power (AKKR and the CEO control a majority of votes), which may reduce the practical influence of unaffiliated shareholders, and the large CEO RSU grant that could attract stockholder scrutiny over pay quantum and timing. Because the say-on-pay vote is advisory, the board commits to consider stockholder feedback if the vote indicates significant opposition. Analysts evaluating this proposal should weigh the strength of the disclosed pay-for-performance metrics and governance safeguards against the magnitude of certain awards and the controlled-company dynamics that may affect responsiveness to minority stockholder concerns.
Non-binding, advisory vote for stockholders to select whether the advisory say-on-pay vote should occur every one, two or three years; the board recommends one year.
This management proposal asks stockholders, on a non-binding basis, to indicate how often they would like the company to hold advisory votes on executive compensation (every one, two or three years). Management and the board recommend an annual (one-year) frequency to ensure regular stockholder feedback and to provide recurring accountability as compensation programs and company performance evolve year-to-year. The vote is procedural and advisory—whichever option receives the most votes will be considered the stockholder-recommended frequency, but the board may choose otherwise. Contextually, Paymentus’s executive compensation program includes annual incentive metrics and frequent equity grants, which supports management’s argument for annual engagement so stockholders can evaluate pay outcomes regularly. However, given the company’s controlled-company status (AKKR and the CEO materially control voting power) and the presence of a substantial one-time CEO RSU, some investors may prefer less frequent advisory votes if they believe annual votes invite short-termism or redundant engagement. The board’s recommendation for annual votes aligns with a governance posture that favors active stockholder communication, but investors should consider whether annual votes will materially change compensation outcomes at a company where voting power is concentrated.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 6.28% | 7,896,896 | $201M |
| 2 | Capital International Investors | 5.47% | 6,874,791 | $175M |
| 3 | Capital World Investors | 3.35% | 4,214,343 | $107M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.94% | 2,434,592 | $62M |
| 5 | FRANKLIN RESOURCES INC | 1.85% | 2,325,585 | $59M |
| 6 | BROWN BROTHERS HARRIMAN CO | 1.71% | 2,151,588 | $55M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.68% | 2,119,189 | $54M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 1.55% | 1,951,792 | $50M |
| 9 | NEXT CENTURY GROWTH INVESTORS LLC | 0.92% | 1,158,353 | $29M |
| 10 | Invesco Ltd. | 0.77% | 969,550 | $25M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.