Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2022, Matt Parson, Chief Financial Officer of Paymentus Holdings
Inc. (the "Company"), provided notice of his intent to resign from the Company,
effective September 9, 2022. Mr. Parson is resigning for personal reasons, and
there were no disagreements between Mr. Parson and the Company. Mr. Parson's
resignation is not related to the operations, policies or practices of the
Company or any issues regarding accounting policies or practices. Mr. Parson
will not receive any severance or additional compensation in connection with his
resignation. The Company plans to work with Mr. Parson to effect a smooth
transition of his responsibilities. The Board of Directors (the "Board") and
management of the Company intend to conduct a search of potential internal and
external candidates to replace Mr. Parson.
On August 15, 2022, the Board appointed Paul Seamon as the Company's Interim
Chief Financial Officer, effective September 9, 2022. Mr. Seamon will also serve
as the Company's principal financial officer. Mr. Seamon, 47, has served as the
Company's Vice President of Finance and Strategy since August 2020. Prior to
joining the Company, Mr. Seamon served as Executive Vice President of Finance at
Alight Solutions, a human resources technology company, from 2018 to 2020.
Previously, he served in various roles in corporate development, strategy and
finance from 2006 to 2018 at Fiserv, a provider of financial technology
solutions, most recently as Vice President of Investor Relations. From 2004 to
2006, he was an Associate at McKinsey and Company. Mr. Seamon is a CFA®
charterholder and holds an M.B.A. from the Kellogg School of Management at
Northwestern University and a B.S. in Accounting from Purdue University.
As of the date hereof, no additional compensation has been approved for Mr.
Seamon in connection with his appointment to the role of Interim Chief Financial
Officer, and no change to Mr. Seamon's existing employment agreement was made in
connection with this appointment. The Company and Mr. Seamon will enter into the
Company's standard form of director and executive officer indemnification
agreement, which is filed as Exhibit 10.1 to the Company's Annual Report on Form
10-K filed with the SEC on March 3, 2022, pursuant to which the Company will
agree, among other things, to indemnify Mr. Seamon against certain liabilities
which may arise by reason of his status as Interim Chief Financial Officer. A
copy of Mr. Seamon's employment agreement is expected to be filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2022.
There is no arrangement or understanding between Mr. Seamon and any other
persons in connection with Mr. Seamon's appointment as Interim Chief Financial
Officer, and Mr. Seamon has no family relationship with any director or
executive officer of the Company. Mr. Seamon has no direct or indirect material
interest in any transaction with the Company that is reportable under Item
404(a) of Regulation S-K, nor have any such transactions been proposed.
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