Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On March 11, 2020, 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 the Company's executive officers under each of their respective employment agreements (the "AIP"). Executive officers will participate in the AIP at the individual target levels set forth in their employment agreements, which range from 40% to 75% of base salary. For the performance period of January 1 to December 31, 2020 under the AIP, the Compensation Committee established that 75% of the annual bonus amounts would be based upon the achievement of performance goals tied to the Company's Adjusted EBITDA, with the remaining 25% of the annual bonus amounts based on the achievement of individual performance goals. 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 11, 2020, the Compensation Committee also approved the grant of certain equity awards to the Company's executive officers and certain other employees, pursuant to the Repay Holdings Corporation 2019 Omnibus Incentive Plan (as amended, the "2019 Plan"). The 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 equal annual installments over a period of four years, beginning on March 11, 2021. The PSUs will vest, if at all, at the end of a three-year performance period ending on December 31, 2022, 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 RSAs and PSUs were granted on award agreements, forms of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The description of the RSAs and PSUs 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.






Exhibit
  No.        Description

10.1           Form of Restricted Stock Award Agreement between the Company and the
             Grantee named therein.

10.2           Form of Performance-Based Restricted Stock Units Award Agreement
             between the Company and the Grantee named therein.

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