Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Variable Compensation Plan
On June 23, 2022, the Board of Directors (the "Board") of Paymentus Holdings,
Inc. (the "Company"), based upon the recommendation of the Compensation
Committee of the Board (the "Committee"), approved and adopted a variable
compensation plan for the Company's executive officers (the "VC Plan"). The VC
Plan was developed based on a review of the executive bonus plans at peer
companies and is designed to promote the recognition and retention of the
Company's executive officers. The VC Plan is comprised of the following
corporate and individual components (along with their relative weights): (i)
Contribution Profit (50%), (ii) Adjusted EBITDA Margin (30%), and (iii)
individual performance (20%). The cash payout opportunity is contingent upon
meeting the threshold achievement level, and thereafter increases for
performance above the threshold level, as set forth below:
Adjusted Payout as a % of
Achievement Level Contribution Profit EBITDA Margin Target for each metric
Maximum $225M 18% 150%
Exceed $215M 17% 125%
Target $206M 15% 100%
Threshold $204M 14% 50%
The Company's named executive officers participating in the VC Plan and their
previously disclosed bonus target award payouts are as follows:
Name Title Target Award
Dushyant Sharma Chairman, President and Chief Executive Officer $675,000
Matt Parson Chief Financial Officer
$240,000
Jerry Portocalis Chief Commercial Officer $250,000
The award payouts under the VC Plan will be distributed following approval by
the Audit Committee of the Board of the audited financial statements for the
fiscal year ending December 31, 2022.
Approval of RSU Grants
Also on June 23, 2022, the Board, based upon the recommendation of the
Committee, approved a broad-based grant of time-based restricted stock units
("RSUs") under the Company's 2021 Equity Incentive Plan (the "Plan") to certain
key employees of the Company, including Messrs. Portocalis and Parson (the "RSU
Grants"). Mr. Sharma did not receive an RSU grant. The RSU Grants are designed
to improve retention, incentivize future performance and increase the equity
holdings of certain of the Company's key employees, many of whom have little or
no unvested equity in the Company. In approving the RSU Grants, the Board
considered benchmark data for peer companies and other information from
Compensia, the Committee's independent compensation consultant, including a
recent Equity Utilization Analysis and Executive Compensation Review.
Messrs. Portocalis and Parson will each receive 95,238 RSUs. Each RSU represents
the right to receive one share of the Company's Class A common stock upon
vesting. The RSUs were granted on June 23, 2022. One fourth of each RSU Award
will vest on the one-year anniversary of the grant date, and one sixteenth of
the RSUs will vest on a quarterly basis thereafter on each quarterly vesting
date beginning on November 15, 2023, subject to each recipient's continued
service to the Company through the vesting date. Quarterly vesting dates with
respect to any calendar year are February 15, May 15, August 15 and November 15.
The RSU Awards were granted pursuant to, and in accordance with, the terms of
the Plan and the form of Restricted Stock Unit Award Agreement (the "RSU
Agreement"), which is filed herewith as Exhibit 10.1. This summary description
does not purport to be complete and is qualified entirely by reference to the
full text of the RSU Agreement, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Form of Restricted Stock Unit Award Agreement under the 2021
Equity Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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PAYMENTUS HOLDINGS, INC. 
