Paymentus (PAY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2026, to elect three Class II directors, ratify the appointment of PricewaterhouseCoopers LLP as auditor, approve executive compensation, and determine the frequency of future say-on-pay votes.

• Shareholders of record as of April 9, 2026, are entitled to vote, with Class A shares having one vote and Class B shares ten votes each; Accel-KKR and the CEO collectively control over 50% of voting power.

• The board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors, ratifying the auditor, approving executive compensation, and setting the frequency of say-on-pay votes.

• The board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of eight directors, seven of whom are independent; it is divided into three classes with staggered terms.

• The company is a controlled company under NYSE rules but currently complies with majority-independent board and committee requirements.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors.

• Lead independent director presides over executive sessions and serves as liaison between the CEO and independent directors.

• Board and committees oversee risk, compliance, and corporate governance, with regular self-evaluations and director education.