UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 2023
REPAY HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-38531 | | 98-1496050 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
3 West Paces Ferry Road
Suite 200
Atlanta, GA 30305
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (404) 504-7472
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share | | RPAY | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Repay Holdings Corporation (the “Company”) approved the program terms and performance objectives for annual cash bonuses for 2023 for the Company’s executive officers under each of their respective employment agreements (the “AIP”). Executive officers participate in the AIP at the individual target levels in accordance with their employment agreements. In connection with such AIP approval, the Compensation Committee approved an increase in the individual target level for Jake Moore, the Company’s Executive Vice President, Consumer Payments, from 50% to 75% of base salary. On March 20, 2023, the Company (through its applicable subsidiary) and Mr. Moore entered into an amendment to his employment agreement to reflect such increase and to make other corresponding changes reflecting his recent change in responsibilities. A copy of the amendment is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The individual target levels for the other executives range from 50% to 100% of base salary.
For the performance period of January 1 to December 31, 2023 under the AIP, consistent with past practice, the Compensation Committee established that 75% of the annual bonus amounts would be based upon the achievement of specific Company financial performance goals, with the remaining 25% of the annual bonus amounts based on the achievement of individual performance goals. The applicable metric for the Company financial performance goals is Adjusted EBITDA, except that, for those executive officers who are business unit leaders, the applicable metric for the Company financial performance goals is a combination of Gross Profit attributable to the relevant business unit and Adjusted EBITDA. If performance of any measure does not meet the applicable minimum threshold for that measure, no award will be earned for that measure. If the performance of a measure reaches the applicable minimum threshold, the award earned for that measure will be 50% of the target bonus amount. If the performance of any measure reaches the applicable targeted performance goal, the award earned for that measure will be 100% of the target bonus amount. If the performance of any measure reaches or exceeds the applicable maximum performance goal, the award earned for that measure will be 200% of the target bonus amount. The actual bonus amount earned for results between these percentages will be calculated using straight-line interpolation.
On March 19, 2023, the Compensation Committee also approved the grant of annual equity awards to the Company’s executive officers and certain other employees and the grant of one-time equity awards to certain of the Company’s executive officers (other than the Company’s Chief Executive Officer and the Company’s President), in each case, pursuant to the Repay Holdings Corporation Omnibus Incentive Plan (as amended). Consistent with past practice, the annual awards granted to executive officers consisted of 50% time-based restricted stock (“RSAs”) and 50% performance-based restricted stock units (“PSUs”), in each case subject to continued employment on the applicable vesting date. The RSAs are scheduled to vest in four equal annual installments commencing March 19, 2024. The PSUs will vest, if at all, at the end of a three-year performance period ending on December 31, 2025, based upon relative total shareholder return (“TSR”) relative to the Russell 2000 Index. If the Company’s relative TSR performance is below the 25% percentile, the award will be forfeited. If the Company’s relative TSR performance is at the 25% percentile, then 50% of the targeted award will be earned. If the Company’s relative TSR performance is at the 50% percentile, then 100% of the targeted award will be earned. If the Company’s relative TSR performance is at or above the 75% percentile, then 200% of the targeted award will be earned. The actual award earned for results between these percentiles will be calculated using straight-line interpolation. Vested PSUs will be settled in shares of the Company’s Class A common stock. The one-time awards granted to certain of the Company’s executive officers consisted of performance-based stock options (“PSOs”), subject to continued employment on the applicable vesting date. The PSOs will vest and become exercisable, if at all, in three separate tranches if the Company’s closing share price over any twenty day consecutive trading day period occurring prior the fifth anniversary of the date of grant is equal to or greater than $10.00, $14.50 and $19.54, respectively. Any vested tranches of the PSOs may be exercised prior to the seventh anniversary of the date of grant.
The RSAs, PSUs and PSOs were granted on award agreements, forms of which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K. The description of the RSAs, PSUs and PSOs set forth above are qualified in their entirety by reference to the full text of the forms of award agreement which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Repay Holdings Corporation |
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Dated: March 23, 2023 | By: | /s/ Tyler B. Dempsey |
| | Tyler B. Dempsey |
| | General Counsel |
