DEF 14A: Repay Holdings Corporation Announces Details for 2025 Annual Stockholders Meeting

Repay Holdings Corporation will hold its annual stockholders meeting virtually on June 12, 2025, to elect directors, approve executive compensation, and ratify the selection of its independent accounting firm.

Summary

• Repay Holdings Corporation will hold its Annual Meeting of Stockholders virtually on June 12, 2025, at 10:00 a.m. Eastern Time.
• Stockholders of record as of April 16, 2025, are entitled to vote.
• The meeting will address the election of eight directors, an advisory vote on executive compensation, and the ratification of Grant Thornton, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• In 2024, Repay delivered solid results, achieving its full year free cash flow conversion target.
• The company refinanced $220 million of its 2026 convertible notes and issued $287.5 million in new convertible notes due in 2029.
• Repay also repurchased approximately $40 million of its Class A shares.
• The Board of Directors recommends voting FOR all director nominees, FOR the approval of executive compensation, and FOR the ratification of Grant Thornton, LLP.
• William Jacobs will be retiring from the Board and will not stand for re-election.

Sentiment

Score: 7

Explanation: The document presents a positive outlook with solid financial results and strategic initiatives. However, it also acknowledges the need for disciplined capital allocation and mentions the retirement of a board member, indicating some level of uncertainty.

Positives

• Repay delivered solid 2024 results across key metrics.
• The company achieved its full year free cash flow conversion target.
• Repay expanded its go-to-market and client service teams.
• The company launched key product enhancements to drive strong sales momentum.
• Repay strengthened its balance sheet by refinancing convertible notes and upsizing its revolving credit facility.
• The company repurchased approximately $40 million of its Class A shares.
• Repay achieved 6% year-over-year gross profit growth and 11% year-over-year Adjusted EBITDA growth in 2024.
• Free Cash Flow Conversion improved to 75% in 2024, from 42% in 2023.
• The AP supplier network grew to over 360,000, an increase of approximately 40% year-over-year.
• 18 new integrated software partners were added, bringing the total to 280 software relationships as of the end of 2024.

Risks

• The document does not explicitly detail risks, but it mentions the need for disciplined capital allocation and evaluation of strategic M&A opportunities, implying potential risks associated with these activities.
• The document mentions that the performance-based restricted stock units scheduled to vest in 2023 and 2022 were forfeited in full due to the Company not meeting threshold total stockholder return metrics.

Future Outlook

Repay remains committed to creating value for its stockholders through organic growth, maintaining a strong balance sheet, and evaluating strategic, accretive M&A opportunities.

Management Comments

• Management focused on profitable growth and made initial progress in repositioning the company for future success.
• We remain committed to ongoing dialogue with stockholders and to ensuring that our corporate governance framework reflects evolving best practices and investor expectations.

Industry Context

The document highlights Repay's focus on enhancing the payment experience and driving value through digital payment flows, aligning with the broader industry trend of digital transformation in the financial services sector.

Comparison to Industry Standards

• The document mentions a peer group of 17 companies in the financial technology sector used for compensation benchmarking, including ACI Worldwide, Inc., Agilysys, Inc., and BILL Holdings, Inc.
• The document states that the Compensation Committee sought to ensure that the overall compensation to our NEOs was competitive with industry standards and within a competitive range around median compensation levels at other companies of similar characteristics based on the executives position, level and job performance.

Management Changes

Corporate Governance

Related Party Transactions

• The document details related party transactions including the Exchange Agreement, Tax Receivable Agreement, Founders Stockholders Agreement, and Repay Unitholders Registration Rights Agreement.
• For the year ended December 31, 2024, Hawk Parent declared and paid tax distributions exceeding $120,000 to the following related parties: approximately $1,445,385 to John Morris (including certain affiliated entities) and approximately $413,143 to Shaler Alias (including certain affiliated entities).

Stakeholder Impact

• Stockholders have the opportunity to vote on key proposals, influencing the direction of the company.
• Employees may be impacted by changes in executive compensation and strategic initiatives.
• Customers may benefit from product enhancements and improved payment experiences.

Next Steps

• Stockholders are encouraged to submit their proxy or voting instructions.
• The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Audit Committee will reconsider its selection of Grant Thornton if stockholders do not ratify the appointment.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Executive Compensation, Board of Directors, Repay Holdings, Grant Thornton, Director Election, Corporate Governance, Financial Performance, Convertible Notes, Share Repurchase, Free Cash Flow, EBITDA, M&A