Repay (RPAY) Proxy filing summary

Executive summary

• Achieved normalized revenue growth of 3% year-over-year in 2025, with Consumer Payments up 2% and Business Payments up 22%.

• Adjusted EBITDA margin was 42% and free cash flow conversion was 38% for 2025.

• Repurchased $38 million of Class A shares, reducing diluted shares by 8%, and retired $74 million of convertible notes.

• Announced acquisition of KUBRA Data Transfer, Ltd., expected to close in Q2 2026, to expand bill payment capabilities.

• Implemented significant executive leadership changes, including a new CFO and head of corporate development.

Voting matters and shareholder proposals

• Election of six directors for terms expiring at the 2027 Annual Meeting.

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

• Approval of the Third Amended and Restated Omnibus Incentive Plan.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Board recommends voting “FOR” all proposals and nominees.

• Activist investor Veradace attempted to nominate directors but was denied due to non-compliance with bylaws.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Technology.

• Board met ten times in 2025; all directors attended at least 75% of meetings.

• Board diversity and skills matrix considered in nominations.

• Annual board and committee self-assessment process in place.