Repay Holdings Corp

This advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the Proxy Statement (the typical "say-on-pay" vote). Management seeks this non-binding approval to validate its executive pay program design, which relies heavily on performance-based incentives (annual cash AIP tied to Adjusted EBITDA and individual goals; long-term equity split 50/50 time-based restricted stock and performance-based restricted stock units tied to Adjusted EBITDA and relative TSR). Company context: REPAY received approximately 73% support on its prior say-on-pay vote, which triggered expanded stockholder outreach; the Compensation Committee engaged investors representing a majority of outstanding shares and made responsive changes (including a $1,000,000 reduction to the CEO’s 2026 target long-term equity award and enhanced disclosure of performance measures). The Board recommends FOR because it believes the program supports retention and aligns management and stockholder interests, uses rigorous performance targets, includes governance safeguards (clawback policy, no single-trigger change-in-control cash payments, anti-hedging/anti-pledging policies), and has demonstrated pay-for-performance historically through realized pay outcomes. A vote FOR signals support for the design and recent adjustments; a vote AGAINST would be advisory only but would prompt the Board and Compensation Committee to consider additional changes and further engagement. Important governance context includes the Company’s commitment to investor feedback, the 50/50 mix of time- and performance-based equity, and the use of both internal (Adjusted EBITDA) and relative (TSR vs. Russell 2000) performance metrics, each with threshold, target, and maximum payout levels. Given the non-binding nature of the vote, the Board will consider the outcome when making future compensation decisions but is not legally bound by it. The recommendation reflects management’s view that the disclosed compensation philosophy and recent actions appropriately balance retention, incentive alignment, and investor responsiveness.

This management proposal asks shareholders to approve an amended and restated omnibus equity incentive plan that (i) increases the share reserve by 2,500,000 shares, (ii) extends the plan term to April 29, 2036, and (iii) implements clarifying and administrative updates. Management and the Compensation Committee present this amendment because the Company’s existing share pool and plan terms would limit its ability to grant competitive equity awards used for retention and long-term incentive alignment. The proxy discloses the Company’s dilution and burn-rate analysis (three-year average burn ~3.1%, 2025 burn 2.8%–4.1% depending on PSU assumptions, and a fully diluted overhang of approximately 16.6% including the requested increase), and describes recent conservative practices (forfeiture of unachieved PSUs, reduced share-based compensation expense versus prior years). The Committee considered stockholder feedback and market practices in determining the requested increase and plan design, preserving minimum vesting, clawback provisions, no evergreen replenishment, anti‑repricing protections, and change-of-control treatment. The Board recommends FOR on the basis that replenishing the share pool is essential to maintain the Company’s ability to issue time‑based and performance‑based awards that align executive and employee incentives with long-term stockholder value; without approval, the Company may be constrained in granting required equity grants to attract and retain talent. Approval will replace the existing plan for future grants; outstanding awards under the current plan will remain subject to their original terms. Key governance mitigants highlighted include a cap on director award value, disclosure of dilution and peer comparisons, administrative limits on discretionary repricing, and continuation of clawback and anti-hedging policies. Investors should weigh the requested share increase against the Company’s historical equity usage, forfeiture history on performance awards, and the Committee’s stated intent to manage grants responsibly and in response to investor feedback.

This catch-all item permits presentation and vote on any other matters that are properly brought before the Annual Meeting or any adjournment, including procedural motions or proposals not anticipated at the time the proxy materials were printed. In normal years this line-item rarely results in substantive separate action; however, given the proxy contest context referenced in the Proxy (Veradace Partners’ communications and purported nominations), this item could include contested or procedural proposals if Veradace or another stockholder attempts to bring additional business or nominations. The Company’s proxy statement explains that Veradace’s purported notice did not comply with the Bylaws and that the Board denied a waiver of the nomination deadline; the Board urges stockholders not to submit proxy cards from Veradace. If competing proxy materials are distributed, brokerage firms will no longer have discretionary voting power on non-routine matters, which can change the practical vote dynamics. The Board has advised shareholders that only the most recently dated proxy will be counted and that the WHITE proxy card containing only the Company’s nominees should be used; the Board also reserves the right to vote at its discretion on unanticipated matters. Shareholders should be aware that "other business" outcomes can affect adjournment votes, procedural approvals, or contested solicitation logistics, and that the Company’s recommendation when specific additional matters arise will be disclosed in supplemental materials or announced at the meeting.