Priority Technology (PRTH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 13, 2025, to be held virtually, with voting on four key proposals and director elections.

• Shareholders of record as of April 16, 2025, are eligible to vote; 79,753,476 shares outstanding as of the record date.

• Proxy materials and annual report are available online; voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2026 annual meeting.

• Approval of Amendment 2 to the 2021 Employee Stock Purchase Plan, increasing authorized shares by 200,000.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six directors, majority are independent; regular executive sessions held.

• Board committees: Audit, Compensation, and Nominating & Governance, all with independent members and written charters.

• Code of Ethics and Insider Trading Policy in place; independence determined per NASDAQ rules.

• Board met six times in 2024; all directors attended all meetings.