PAYMENTUS HOLDINGS, INC.
OUTSIDE DIRECTOR COMPENSATION POLICY
Paymentus Holdings, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (“Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity awards (“Awards”) to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2021 Equity Incentive Plan, as amended from time to time, or if such plan no longer is in use at the time of the grant of an equity award, the meaning given such term or similar term in the equity plan then in place under which the equity award is granted (the “Plan”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the cash, equity awards, and other compensation such Outside Director receives under this Policy.
Lead Independent Director: | $15,000 |
Audit Committee Chairperson: | $20,000 |
Audit Committee Member: | $10,000 |
Compensation Committee Chairperson: | $12,000 |
Compensation Committee Member: | $6,000 |
Nominating and Corporate Governance Committee Chairperson: | $8,000 |
Nominating and Corporate Governance Committee Member: | $4,000 |
On occasion, short-term ad hoc committees may be formed by the Board to address particular oversight needs. In the event that an ad-hoc committee is formed by the Board, the committee chairperson shall be paid a quarterly retainer of $2,000 and each other committee member shall be paid a quarterly retainer of $1,000, payable in each case at the end of each fiscal quarter during which the ad hoc committee existed.
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For clarity, each Outside Director who serves as the chairperson of a committee will receive only the additional annual fee as the chairperson of the committee and not the additional annual fee as a member of such committee while serving as such chairperson, provided, that the Outside Director who serves as the Lead Independent Director will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director.
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