DEF: Paymentus Holdings Sets Date for 2025 Annual Stockholders Meeting

Paymentus Holdings will hold its 2025 annual meeting of stockholders virtually on June 6, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Paymentus Holdings, Inc. will hold its 2025 annual meeting of stockholders on Friday, June 6, 2025, at 1:00 p.m. Eastern Time, conducted virtually via live audio webcast.
• Stockholders of record as of April 10, 2025, are entitled to notice of and to vote at the annual meeting.
• The meeting will address the election of two Class I directors to hold office until the 2028 annual meeting, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and any other business that may properly come before the meeting.
• The board of directors recommends voting FOR the director nominees and FOR the ratification of PricewaterhouseCoopers LLP.
• As of the record date, there were 35,123,281 shares of Class A common stock and 90,001,141 shares of Class B common stock outstanding.
• Accel-KKR and the founder and chief executive officer collectively control approximately 92% of the voting power.
• The company is soliciting proxies for the annual meeting and will bear the costs of solicitation.
• The proxy materials are available online at www.proxyvote.com, and stockholders can vote via the Internet, telephone, or mail.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The positive aspects include the company's commitment to corporate governance and transparency. The negative aspects include the concentrated voting power and controlled company status.

Positives

• The annual meeting will be conducted virtually, allowing for broader participation and reducing environmental impact.
• Stockholders have multiple options for voting, including online, telephone, and mail.
• The board recommends ratification of the appointment of PricewaterhouseCoopers LLP, indicating confidence in the firm.
• The company has a lead independent director to ensure effective oversight.
• The company has a compensation clawback policy in place.

Negatives

• Accel-KKR and the CEO collectively control a significant portion (92%) of the voting power, which could limit the influence of other stockholders.
• The company is a controlled company under NYSE rules, which allows it to be exempt from certain corporate governance requirements.

Risks

• The proxy statement notes that the company faces a number of risks, including strategic, financial, cybersecurity, business and operational, legal and compliance, and reputational risks.
• The company's reliance on key personnel, particularly the CEO, could pose a risk if there were an unexpected departure.
• Cybersecurity risks are mentioned, highlighting the need for ongoing vigilance and investment in security measures.

Future Outlook

The proxy statement does not contain specific forward-looking statements about future financial performance, but it outlines the matters to be addressed at the annual meeting, including the election of directors and ratification of the accounting firm, which are essential for the company's ongoing operations.

Management Comments

• On behalf of the directors, management and employees of Paymentus, thank you for your continued support of and ownership in our company, stated Dushyant Sharma, Chairman, President and Chief Executive Officer.

Industry Context

Proxy statements are a standard part of corporate governance, providing transparency and allowing shareholders to participate in key decisions. The items to be voted on are typical for an annual meeting.

Comparison to Industry Standards

• The structure of Paymentus' board, with a mix of independent and non-independent directors, is common in publicly traded companies.
• The presence of a lead independent director is a best practice in corporate governance, ensuring independent oversight.
• The fees paid to the independent auditor are within the typical range for companies of similar size and complexity.
• The company's executive compensation practices, including equity incentives and performance-based bonuses, are aligned with industry standards.

Related Party Transactions

• Mr. Sharma's spouse serves as a vice president of the company and received approximately $0.3 million in compensation in 2024.
• The son of Gary Trainor, one of the directors, serves as a vice president of the company and received approximately $0.4 million in compensation in 2024, as well as a grant of restricted stock units with an aggregate value of $0.4 million.

Stakeholder Impact

• The election of directors and ratification of the accounting firm will impact shareholders by influencing the company's governance and financial oversight.
• The company's compensation policies and practices will impact employees, particularly executive officers, by determining their compensation and incentives.
• The company's commitment to corporate responsibility and ethical business practices will impact customers, employees, and the communities in which it operates.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on June 6, 2025.
• The company will file a Form 8-K with the SEC to disclose the voting results of the annual meeting.

Key Dates

Keywords

annual meeting, proxy statement, Paymentus, directors, PricewaterhouseCoopers, stockholders, governance, voting, Accel-KKR, compensation