Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2021, 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 25% to 75% of base salary. For the performance period of January 1 to
December 31, 2021 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 February 24, 2021, 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 Omnibus Incentive 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 four equal annual installments commencing February
24, 2022. The PSUs will vest, if at all, at the end of a three-year performance
period ending on December 31, 2023, 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.
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REPAY HOLDINGS CORPORATION 
