DEF: Paysign Sets 2026 Annual Meeting, Board Elections & Auditor Ratification

Paysign, Inc. announced its 2026 Annual Meeting of Stockholders to elect directors and ratify its independent auditor, Baker Tilly US, LLP, following a merger.

Summary

• The Annual Meeting of Stockholders will be held on Friday, May 8, 2026, at 4:00 p.m. (Pacific Daylight Time) at M Resort Spa Casino in Henderson, Nevada.
• Stockholders will vote on the election of seven nominees to the Board of Directors and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The record date for voting eligibility was March 9, 2026, with 55,185,394 shares of common stock outstanding.
• Directors and executive officers beneficially own 14,071,512 shares, representing approximately 24.5% of the total outstanding voting shares as of March 19, 2026.
• Net income increased to $7,551,613 in 2025 from $3,815,907 in 2024, but decreased from $6,458,727 in 2023.
• Total Shareholder Return (TSR) for an initial $100 investment grew to $171 in 2025 from $108 in 2024, after a slight decrease from $109 in 2023.
• Executive compensation for 2025 included significant stock awards: Mark R. Newcomer received $1,398,000, Matthew Turner received $815,500, and Michael Ngo received $1,190,000.
• Several executive officers and directors had late Section 16(a) reports filed in 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing due to strong net income growth and TSR in 2025, alongside robust corporate governance structures, despite concerns regarding executive compensation alignment and past compliance issues with Section 16(a) reports.

Positives

• Net income significantly increased from $3.8 million in 2024 to $7.5 million in 2025.
• Total Shareholder Return (TSR) for an initial $100 investment increased from $108 in 2024 to $171 in 2025, indicating strong shareholder value creation in the most recent fiscal year.
• The Board of Directors includes a majority of independent directors, enhancing oversight and corporate governance.
• Bruce A. Mina has been determined to be an audit committee financial expert, strengthening the Audit Committee's capabilities.
• An Executive Officer Clawback Policy was adopted in 2023, aligning with new SEC and Nasdaq rules to enhance accountability.
• Company contributions to the 401(k) plan increased to $416,401 in 2025 from $337,702 in 2024, benefiting employees.

Negatives

• Several executive officers and directors had delinquent Section 16(a) reports (late Form 4 filings) in 2025, indicating compliance lapses.
• Net income decreased from $6,458,727 in 2023 to $3,815,907 in 2024, despite an increase in executive compensation during that period.
• The company explicitly states that executive compensation is not directly correlated with total shareholder return or net income, which may raise questions about incentive alignment.
• There is no formal policy regarding the timing of equity awards in relation to the disclosure of material nonpublic information.

Risks

• The Board of Directors administers risk management directly as a whole and does not have a standing risk management committee, which could potentially lead to less specialized oversight.
• The absence of a formal policy related to hedging transactions, despite discouraging such activities, could expose the company to potential risks if management or directors engage in them.
• The lack of a formal policy regarding the timing of equity awards in relation to the disclosure of material nonpublic information could create perceptions of unfair advantage or timing issues.

Future Outlook

The filing primarily focuses on corporate governance matters for the upcoming annual meeting and does not provide specific forward-looking financial guidance or strategic outlook beyond the election of directors and auditor ratification.

Management Comments

• 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.
• The Board believes that our executive compensation program should include annual and long-term components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations.
• We utilize several performance measures to align compensation for our executive officers, but those measures tend not to be financial performance measures, such as total shareholder return.
• We have not historically looked to net income as a guide to measure performance for our executive officers.

Industry Context

StockSavvy.ai notes that Paysign operates in the dynamic payment solutions industry, where robust corporate governance and transparent financial reporting are crucial for investor confidence. The company's focus on prepaid products and healthcare payment solutions positions it within a competitive fintech landscape. The merger of its previous auditor, Moss Adams, with Baker Tilly, reflects ongoing consolidation within the accounting industry, which can impact audit relationships for public companies.

Comparison to Industry Standards

• Paysign's net income growth from $3.8 million in 2024 to $7.5 million in 2025 demonstrates strong operational improvement, which compares favorably to some smaller fintech players that may struggle with profitability. However, the prior year's decline from $6.4 million in 2023 to $3.8 million in 2024 indicates potential volatility that larger, more established payment processors like Visa or Mastercard typically avoid.
• The Total Shareholder Return (TSR) increase from $108 to $171 (for an initial $100 investment) from 2024 to 2025 is a significant positive, outperforming many broader market indices and some direct competitors in the prepaid card sector during that specific period. However, the slight dip from $109 to $108 between 2023 and 2024 suggests that performance is not consistently upward.
• The disclosure of multiple late Section 16(a) reports by executive officers and directors is a corporate governance concern. While not uncommon, it falls below the best practices observed in leading financial institutions and payment companies, which typically maintain stringent compliance to avoid such reporting lapses.
• The company's explicit statement that executive compensation is not directly correlated with total shareholder return or net income deviates from the compensation philosophies of many industry leaders who increasingly tie executive pay to shareholder value creation and key financial performance indicators.

Corporate Governance

Stakeholder Impact

• Shareholders will participate in key governance decisions, including the election of directors and auditor ratification. The positive financial performance in 2025 is beneficial, but concerns about executive compensation alignment and past compliance issues may warrant attention.
• Employees benefit from the company's 401(k) matching contributions, which increased in 2025.
• Regulatory authorities will note the company's adherence to proxy statement requirements and the adoption of a clawback policy, while also observing the reported instances of late Section 16(a) filings.

Next Steps

• Stockholders are to vote on the election of seven director nominees at the 2026 Annual Meeting.
• Stockholders are to vote on the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2026.
• The company will report the voting results on a Current Report on Form 8-K within four business days after the 2026 Annual Meeting.
• The Board anticipates conducting annual evaluations of the Board and its committees in the future.
• Stockholders may submit proposals for inclusion in the 2027 annual meeting proxy materials by November 30, 2026.
• Stockholders may submit other proposals for the 2027 annual meeting between January 8, 2027, and February 5, 2027.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting, primarily addressing corporate governance matters such as director elections and auditor ratification. While it provides historical financial data showing positive net income growth and TSR in 2025, this information is not new and would have been disclosed in the annual report. The identified negatives, such as late Section 16(a) reports and a stated lack of direct correlation between executive compensation and key financial performance metrics, are governance concerns but do not fundamentally alter the company's immediate operational or financial outlook. Therefore, a 'hold' recommendation is appropriate as there are no new material catalysts for a significant price movement, but the underlying business appears stable with some positive financial trends.

Keywords

Paysign, PAYS, Proxy Statement, Annual Meeting, Board of Directors, Corporate Governance, Executive Compensation, Auditor Ratification, SEC Filing, Financial Reporting, Payment Solutions, Prepaid Cards, Fintech