DEF 14A: Paysign, Inc. Announces Details for 2024 Annual Stockholders Meeting

Paysign, Inc. has released its definitive proxy statement, outlining the agenda and procedures for its 2024 annual meeting of stockholders to be held on May 3, 2024.

Summary

• Paysign, Inc. has announced its 2024 Annual Meeting of Stockholders, scheduled for May 3, 2024, at the M Resort Spa Casino in Henderson, Nevada.
• The meeting will address the election of seven director nominees, ratification of Moss Adams LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and any other business properly brought before the meeting.
• The proxy materials were made available online on March 29, 2024, and the Notice of Internet Availability of Proxy Materials was mailed around April 5, 2024.
• Stockholders of record as of March 4, 2024, are eligible to vote, with each share of common stock entitling the holder to one vote.
• Directors and executive officers control approximately 21.1% of the outstanding voting shares and intend to vote FOR all proposals.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of Moss Adams LLP.
• Stockholders can vote by mail, internet, or in person at the meeting.
• The company's Board of Directors has nominated seven individuals for election as directors, each currently serving on the Board.
• The Board has determined that all directors, except for Mark R. Newcomer, Matthew Lanford, and Joan M. Herman, are independent as defined by Nasdaq rules.
• The Audit Committee consists of Bruce A. Mina (chair), Dennis L. Triplett, Jeffrey B. Newman and Daniel R. Henry.
• The Compensation Committee consists of Daniel R. Henry (chair) and Bruce A. Mina.
• The Nominating and Corporate Governance Committee consists of Jeffrey B. Newman (chair) and Dennis L. Triplett.
• The company has adopted a Code of Ethics applicable to all directors, officers, and employees.
• The Nominating Committee will consider director candidates recommended by stockholders if properly submitted.
• The Board Diversity Matrix includes one female director and one director that self-identifies as LGBTQ+.
• Moss Adams LLP has been appointed as the independent auditor for the fiscal year ending December 31, 2024, subject to stockholder ratification.
• BDO USA, LLP was the company's independent registered public accounting firm until May 12, 2022.
• The Audit Committee pre-approves all services provided by the independent auditor.
• The executive officers of the company are Mark R. Newcomer (President and CEO), Robert P. Strobo (General Counsel), Jeffery B. Baker (CFO), and Matthew Lanford (Chief Payments Officer).
• The company provides a competitive total compensation package to its executives through a combination of base salary, benefits, annual performance bonuses, and long-term equity awards.
• The company sponsors a 401(k)-retirement plan in which NEOs participate on the same basis as other employees.
• As of March 22, 2024, Mark R. Newcomer beneficially owns 9,543,479 shares (18.0%), Daniel H. Spence owns 9,190,000 shares (17.3%), and Topline Capital Partners, LP owns 5,761,918 shares (10.9%).
• The Board knows of no other matters that will be presented for consideration at the 2024 Annual Meeting.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the company's adherence to corporate governance best practices and the Board's confidence in its leadership.

Positives

• The company is adhering to good corporate governance practices by submitting the selection of the independent auditor for stockholder ratification.
• The Board is composed of a majority of independent directors, ensuring objective oversight.
• The company has established key committees (Audit, Compensation, and Nominating and Corporate Governance) with independent members.
• The company has a Code of Ethics in place to promote ethical behavior.
• The Board is committed to actively seeking highly qualified women and individuals from underrepresented groups.
• The company provides a competitive total compensation package to its executives through a combination of base salary, benefits, annual performance bonuses, and long-term equity awards.

Negatives

• Three directors (Mark R. Newcomer, Matthew Lanford, and Joan M. Herman) are not considered independent, which could potentially lead to conflicts of interest.
• Four Section 16(a) filings were late.

Risks

• Failure to ratify the selection of Moss Adams LLP as the independent auditor could require the Board to reconsider its choice, potentially leading to increased costs and disruption.
• Related-party transactions, if not properly reviewed and approved, could create conflicts of interest and harm the company's reputation.
• The concentration of beneficial ownership among a few individuals and entities could give them significant influence over company decisions.

Future Outlook

The Board knows of no other matters that will be presented for consideration at the 2024 Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

Management Comments

• Mr. Newcomer continues to be a driving force in guiding the Company's growth through technology investments, acquisitions, new product lines, and strategic partnerships.
• The Board believes that Mr. Newcomer's intimate knowledge of the daily operations of and familiarity with the Company and industry put him in the best position to provide leadership to the Board on setting the agenda, emerging issues facing the Company and the payments industry, and strategic opportunities.
• Mr. Newcomer's combined roles also ensure that a unified message is conveyed to stockholders, employees, and clients.

Industry Context

Paysign operates in the payment solutions industry, which is highly competitive and subject to rapid technological changes. The company's success depends on its ability to innovate, adapt to changing market conditions, and maintain strong relationships with its clients and partners.

Comparison to Industry Standards

• Paysign's corporate governance practices, such as having a majority of independent directors and key committees, align with industry standards for publicly traded companies.
• The company's executive compensation program, which includes a mix of base salary, bonuses, and equity awards, is similar to those offered by other companies in the payment processing industry.
• Companies like Global Payments Inc., Euronet Worldwide, Inc. and Green Dot Corporation are comparible to Paysign.

Related Party Transactions

• In 2023, we did not participate in any transactions in which any of the Company directors, executive officers, any beneficial owner of more than 5% of our common stock, nor any of their immediate family members, had a direct or indirect material interest.

Stakeholder Impact

• Shareholders will be able to vote on key decisions regarding the company's direction and governance.
• Employees are indirectly affected by the decisions made at the annual meeting, as they impact the company's overall strategy and performance.
• Customers and suppliers may be indirectly affected by the decisions made at the annual meeting, as they impact the company's overall strategy and performance.

Next Steps

• Stockholders are encouraged to review the proxy materials and vote on the proposals.
• The company will hold the 2024 Annual Meeting of Stockholders on May 3, 2024.
• The company will report the voting results on a Current Report on Form 8-K within four business days after the meeting.

Key Dates

Keywords

proxy statement, annual meeting, directors, independent auditor, corporate governance, executive compensation, stockholders, Paysign