Paymentus Holdings Inc

1. 1

   Election of Three Class II Directors

   ManagementBoard: FOR

   Elect Jody Davids, Adam Malinowski and Gary Trainor as Class II directors to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Paymentus’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   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.

4. 4

   Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation (Say-on-Frequency

   ManagementBoard: FOR

   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.

   More detail

   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.

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When is the Paymentus Holdings Inc 2026 annual meeting?

Paymentus Holdings Inc (PAY) holds its 2026 annual shareholder meeting on Friday, June 5, 2026.

What is the record date for the Paymentus Holdings Inc 2026 meeting?

The record date for the Paymentus Holdings Inc 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Paymentus Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Paymentus Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Paymentus Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Paymentus Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.