Anna Novoseletsky
About Anna Novoseletsky
Chief Legal and Compliance Officer, General Counsel, and Corporate Secretary at Cantaloupe (CTLP) since January 17, 2023; age 48. She is a seasoned payments and e-commerce attorney, previously VP & Associate General Counsel and Head of Legal at Discover Financial Services (and GC for Discover Network, PULSE Network, and Diners Club International). Education: JD from Northwestern University School of Law; Bachelor and Master of Laws from the Ukrainian State Law Academy (highest honors). FY2025 annual incentive metrics emphasized Adjusted EBITDA, Revenue, and Monthly Recurring Revenue Growth; actual corporate achievement was 71.8% driven by 93.4% Adjusted EBITDA, 82.2% MRR Growth, and Board discretion, while Revenue underperformed at 0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Discover Financial Services | VP & Associate GC; Head of Legal; GC for Discover Network, PULSE, Diners Club International | Not disclosed | Set payments strategy, governance, regulatory frameworks, risk evaluation across global initiatives |
| Latham & Watkins LLP | Corporate associate (M&A; advised independent directors; public company representation) | Not disclosed | Executed complex M&A; advised boards on conflict transactions; public company governance |
| Consulting company (Moscow) | Early legal career | Not disclosed | Practiced law in Russia/Ukraine across corporate matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legal Aid Society’s Advisory Board, Metropolitan Family Services of Chicago | Advisory Board Member; pro bono/volunteer | Not disclosed | Community legal advocacy; governance support in non-profit setting |
Fixed Compensation
| Component | Detail | Notes |
|---|---|---|
| Base Salary | $325,000 initial | Per offer letter, effective Jan 17, 2023 |
| Target Bonus | 50% of base | Annual incentive plan; pro-rated in FY2023 |
| FY2025 Target Bonus | $175,500 | Annual Bonuses table; payout based on 71.8% corporate achievement |
| FY2025 Actual Bonus Paid | $125,650 | Calculated as 71.8% of target |
| Transaction Bonus (Merger Agreement) | $100,000 | Approved June 13, 2025; payable in cash |
| Severance (base-only) | $175,000 | Six months base under offer letter; quantified in change-of-control table |
Note: A plan-based awards table lists FY2025 target bonus at $163,000; the Annual Bonuses table shows $175,500 used for payout calculations .
Performance Compensation
| Metric | Weighting | Minimum | Target | Maximum | Percent Achieved | Board Treatment | Vesting/Payout Mechanics |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 40% | Not disclosed | Not disclosed | Not disclosed | 93.4% | — | Linear interpolation; capped at 130% |
| Revenue ($) | 25% | Not disclosed | Not disclosed | Not disclosed | 0.0% | — | Linear interpolation; capped at 130% |
| Monthly Recurring Revenue Growth (%) | 20% | Not disclosed | Not disclosed | Not disclosed | 82.2% | — | Linear interpolation; capped at 130% |
| Board Discretion (%) | 15% | Not applicable | Not applicable | Not applicable | 120% payout approved | 120% | Applied to discretionary portion |
| Total Corporate Percent Achieved | — | — | — | — | 71.8% | — | Drives NEO bonus payout; no personal modifiers for NEOs |
| Individual Bonus Outcome (FY2025) | Corporate Weight | Total % Achieved (A) | Target Bonus (B) | Payout (A × B) |
|---|---|---|---|---|
| Anna Novoseletsky | 100% | 71.8% | $175,500 | $125,650 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Stock) | 76,172 shares; <1% of class, based on 73,691,758 common shares outstanding as of Sep 25, 2025 |
| RSUs Unvested (6/30/2025) | 21,094 units; market value $231,823 at $10.99 close |
| Options Outstanding | 100,000 options granted 1/24/2023 @ $5.19; 66,666 exercisable, 33,333 unexercisable; expiration 1/24/2030; time-vest in 3 equal annual installments |
| RSU Grants | 14,258 (8/4/2023) and 11,589 (9/20/2024); each vest in 3 equal annual installments on grant anniversaries |
| Ownership Guidelines | Executives must hold common stock equal to at least 1× base salary within 5 years of appointment; company reports executives are compliant or in grace period; “shares” include unvested restricted stock, not unexercised options |
| Pledging/Hedging | Not disclosed in proxy; no pledging noted |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Roles | Effective January 17, 2023; Chief Legal & Compliance Officer and General Counsel; Corporate Secretary |
| Base Salary & Bonus | $325,000 initial base; eligible for annual bonus at 50% of base; FY2023 pro-rated |
| Severance | If terminated without “cause,” 6 months of base salary, subject to release |
| Change-of-Control (Equity) | Under equity plans, double-trigger accelerated vesting within 18 months post-CoC upon termination without cause or (if applicable) resignation for good reason |
| CoC Cash Quantification (Assumed Scenario) | Cash $450,000 (comprised of $175,000 severance, $100,000 transaction bonus, $175,000 2026 annual bonus); Equity $340,090; Total $790,090 (assumptions detailed in proxy) |
| Merger Treatment (Announced) | At/just prior to Effective Time: RSUs/Restricted Stock become fully vested and are cashed at $11.20 per share; In-the-money options vested and cashed for intrinsic value; out-of-the-money options canceled |
| Clawback Policy | Adopted Oct 2023 to comply with Exchange Act Section 10D/Nasdaq; mandatory recovery of erroneously awarded incentive comp upon required restatements; no board discretion; applies to current/former Section 16 officers |
Administrative note: Section 16(a) late filings were disclosed for multiple officers, including Ms. Novoseletsky, due to an administrative error related to historic RSU grants .
Investment Implications
- Incentive alignment: Annual bonus structure ties pay to profitability (Adjusted EBITDA) and subscription momentum (MRR growth); FY2025 payout at 71.8% reflects strong EBITDA/MRR execution, offset by top-line revenue underperformance (0% on revenue metric) .
- Retention and selling pressure: Equity mix includes multi-year RSU and option vesting; pending merger provides cash settlement at $11.20 per share for RSUs and in-the-money options, mitigating near-term insider selling pressure from scheduled vesting; severance is modest (6 months base), implying moderate retention risk .
- Ownership alignment: Direct beneficial ownership is small (<1%), but strict stock ownership guidelines (1× salary over 5 years; includes unvested restricted stock) improve alignment; no pledging disclosed in proxy .
- Governance protections: Robust clawback with mandatory recovery and no discretion reduces moral hazard; minor Section 16(a) late filing disclosure appears administrative rather than indicative of governance failures .
Overall, compensation is primarily at-risk via EBITDA/MRR-linked cash incentives and time-based equity with clear vesting; the announced merger’s cash-out mechanics alter near-term equity incentives but maintain governance safeguards, suggesting low misalignment and limited incremental insider selling risk in the event of closing .