Paysign (PAYS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, to elect seven directors, approve executive compensation, determine say-on-pay frequency, and ratify the independent auditor.

• Proxy materials and annual report for 2024 are available online, with voting encouraged via internet, mail, or in person.

• Record date for voting is March 10, 2025, with 53,747,674 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay (Board recommends every three years), and ratification of Moss Adams LLP as auditor.

• Board recommends voting FOR all proposals and a triennial say-on-pay vote.

• Shareholders can submit proposals for the 2026 meeting by November 27, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, with four independent directors as defined by Nasdaq.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all comprised of independent directors.

• Board leadership combines CEO and Chairman roles for unified strategy and accountability.

• Directors attended at least 75% of meetings in 2024; all attended the 2024 annual meeting.

• Nominating Committee considers diversity, experience, and independence in director selection.