Jeffrey Dumbrell
About Jeffrey Dumbrell
Chief Revenue Officer of Cantaloupe, Inc. since January 2022; Age 56. He has 20+ years building and scaling payments and technology organizations globally, including senior roles at VeriFone, PowaPOS (co‑founder/CEO; sold to SuperCom), and Boost Payment Solutions . Company performance during FY2025: revenue was $302.5M (vs. $268.6M in FY2024) and Adjusted EBITDA was $46.7M (vs. $34.0M in FY2024) . FY2025 annual bonus plan paid at 71.8% of target overall, with 93.4% performance on Adjusted EBITDA, 0% on Revenue, and 82.2% on Monthly Recurring Revenue Growth; Board discretion contributed 18.0% to the total .
Past Roles
| Organization | Role | Years | Strategic impact / notable results |
|---|---|---|---|
| VeriFone Systems, Inc. | EVP EMEA & APAC; earlier led North America | 2003–2013 (NA ~5 yrs; EMEA/APAC 2008–2013) | Grew EMEA/APAC revenue from ~$350M to >$900M across 50+ countries; expanded channel partnerships in U.S., Canada, Europe, Middle East . |
| PowaPOS | Co‑founder and CEO | 2013–2016 | Built B2B POS payments infrastructure; business sold to SuperCom (Nasdaq: SPCB) in 2016 . |
| Boyden Global; SCP Holdings, Inc. | Partner (Boyden); President (SCP) | 2018–2021 | Executive leadership/operating roles (search/advisory and operating company) . |
| Boost Payment Solutions | SVP, Strategic Partnerships | Jul–Dec 2021 | Senior partnerships role prior to joining Cantaloupe . |
External Roles
- No external public-company directorships or committee roles are disclosed in the executive officer biographies in the company’s proxy filings reviewed .
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Base salary (paid; SCT) | $394,386 | Annual base salary rate moved from $400,000 (BOY) to $416,000 (EOY); +4% . |
| Target bonus opportunity (% of base) | 50% (per offer letter) | 50% (per offer letter) |
| Target bonus ($) | $200,000 | $208,000 |
| Actual annual bonus paid | $153,100 | $149,344 |
Notes:
- Offer letter: initial base salary $360,000 and target bonus 50% of base salary; unchanged target % disclosed subsequently .
Performance Compensation
Annual cash incentive (AIP) design and FY2025 outcome
| Metric | Weighting | Minimum | Target | Maximum | Actual/Percent Achieved | Weighted Percent Achieved |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 40% | $43,000,000 | $47,800,000 | $53,000,000 | $46,740,000 / 93.4% | 37.4% |
| Revenue ($) | 25% | $308,000,000 | $315,000,000 | $322,000,000 | $302,548,000 / 0.0% | 0.0% |
| Monthly Recurring Revenue Growth (%) | 20% | 10% | 15% | 20% | 11% / 82.2% | 16.4% |
| Board Discretion | 15% | N/A | N/A | N/A | 120% payout of target; contribution 18.0% | 18.0% |
| Total payout | 100% | 71.8% of target | 71.8% |
FY2025 individual outcome (AIP):
| Name | Target Bonus ($) | Payout % | Bonus Paid ($) |
|---|---|---|---|
| Jeffrey Dumbrell | $208,000 | 71.8% | $149,344 |
Equity awards (structure and Dumbrell’s recent grants)
- Philosophy: mix of service-vesting stock options and RSUs; options used to drive long-term value; RSUs emphasize retention and alignment .
- FY2023–FY2025 Dumbrell grants and vesting: | Fiscal Year | Grant(s) | Vesting | |---|---|---| | FY2023 | 11,260 RSUs and 225,000 options (Aug 12, 2022) | Each vests in three equal annual installments on each anniversary of grant, subject to service . | | FY2024 | 16,952 RSUs (Aug 4, 2023) | Three equal annual installments on each anniversary . | | FY2025 | 37,500 RSUs (Aug 12, 2024); 14,264 RSUs (Sep 20, 2024) | Three equal annual installments on each anniversary of grant . | | FY2025 – plan-based awards table (Sep 20, 2024 RSU) | 14,264 RSUs; grant-date fair value $91,860 | Three annual installments on Sep 20 each year . |
Mix shift: After initial option-heavy awards at hire, more recent grants emphasize RSUs (2023–2025 RSU grants), which lowers risk to the executive and supports retention .
Equity Ownership & Alignment
Beneficial ownership (as of Sep 25, 2025)
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Jeffrey Dumbrell | 609,142 | * (less than 1% per table notation) |
Outstanding equity awards at FY2025 year-end (June 30, 2025)
| Award Type | Detail | Exercisable | Unexercisable/Unearned | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| Options | Tranche 1 | 197,367 | 33,333 (unearned) | $8.11 | 12/22/2028 | Initial hire grant structure . |
| Options | Tranche 2 | 150,000 | 75,000 | $6.68 | 8/12/2029 | 2022 grant . |
| RSUs | Unvested units | 104,317 | — | — | — | Market value $1,146,444 at $10.99 close on 6/30/25 . |
Ownership policies and restrictions
- Stock ownership guidelines: Executive officers (other than CEO and CFO) must hold shares with a value of at least 1x base salary within 5 years; all executives are compliant or in grace period as of the proxy date .
- Anti‑hedging policy: Hedging and similar transactions are prohibited for employees, officers, and directors .
- Clawback policy: Nasdaq‑compliant clawback applies to current and former Section 16 officers; recovery required upon accounting restatements, regardless of fault .
Employment Terms
- Start date/role: Offer letter effective December 22, 2021; Chief Revenue Officer since January 2022 .
- Base/bonus design: Initial base salary $360,000 and 50% target annual bonus (terms still used for target setting) .
- Severance: If terminated without “cause,” severance equals six months of continued base salary (subject to release) .
- Change of control (CoC): Under equity plans, “double‑trigger” acceleration of outstanding equity if terminated without cause (or resigns for “good reason” if provided in award) within 18 months post‑CoC . Cash severance for Dumbrell is based on without‑cause termination and is not tied to CoC .
- Potential payouts (assumed CoC scenario at 6/30/25, CTLP price $11.07): Cash $416,000; Equity $869,781; Total $1,285,781 .
- Restrictive covenants: Confidentiality, non‑disparagement, IP, non‑solicit of customers/suppliers/employees (including no‑hire) during employment and any severance period; no non‑compete disclosed in offer letter .
Compensation Structure Analysis
- Cash vs. equity mix: FY2025 included cash base/bonus with below‑target AIP payout (71.8%); continued emphasis on equity via multi‑year RSU grants (Aug/Sep 2024) in addition to legacy options from 2021/2022 .
- Shift from options to RSUs: Recent LTI awards are predominantly RSUs, reducing performance risk for the executive and indicating a retention‑oriented design .
- Bonus metrics rigor: FY2025 Revenue metric paid 0% (actual $302.5M vs. $308.0M minimum), while Adjusted EBITDA delivered 93.4% of target; Board discretion contributed 18% of total payout, consistent with plan design .
- Governance safeguards: No excise tax gross‑ups; anti‑hedging; Nasdaq‑compliant clawback; significant stock ownership guidelines; say‑on‑pay support >98% at the 2025 annual meeting for FY2024 compensation .
Compensation Peer Group (for benchmarking)
- FY2025 peer group (16 companies): Atlanticus Holding; AvidXchange; Bakkt; Cardlytics; Cass Information Systems; CoreCard; CPI Card Group; Flywire; i3 Verticals; International Money Express; PAR Technology; PaySign; Priority Technology Holdings; Repay; Sezzle; Usio .
Performance & Track Record
- Company financial performance: FY2025 revenue $302.5M (vs. $268.6M FY2024); Adjusted EBITDA $46.7M (vs. $34.0M FY2024) .
- AIP outcomes indicate operational discipline (EBITDA near target) but revenue under‑delivery vs plan in FY2025 .
- Prior achievements: Led significant international and North America growth at VeriFone; founder‑operator with exit (PowaPOS) .
Vesting Schedules and Insider Selling Pressure
- RSUs granted Aug 12, 2024 (37,500) and Sep 20, 2024 (14,264) vest in three equal annual installments on each grant anniversary, creating predictable vesting events and potential liquidity windows each August and September through 2027 .
- As of 6/30/25, 104,317 RSUs remained unvested (market value $1,146,444 at $10.99), and sizable options were in‑the‑money relative to $10.99 (strikes $8.11 and $6.68), indicating latent selling supply if windows permit .
- Company policy prohibits hedging; no specific pledging disclosure identified in the proxy filings reviewed .
Equity Ownership & Alignment (Summary Table)
| Category | Detail |
|---|---|
| Beneficial ownership | 609,142 shares; “Percent of class” marked “*” (below 1%) as of Sep 25, 2025 . |
| Unvested RSUs (6/30/25) | 104,317 units; $1,146,444 at $10.99 close . |
| Options outstanding (6/30/25) | 197,367 exercisable; 33,333 unearned at $8.11 exp. 12/22/2028; 150,000 exercisable and 75,000 unexercisable at $6.68 exp. 8/12/2029 . |
| Ownership guidelines | 1x base salary for executive officers; compliant or within grace periods . |
| Hedging/Clawback | Hedging prohibited; Nasdaq‑compliant clawback policy adopted Oct 2023 . |
Employment Terms (Detail Table)
| Provision | Terms |
|---|---|
| Role/Start | CRO since Jan 2022; offer letter effective Dec 22, 2021 . |
| Base/Target | Initial base $360,000; 50% target bonus; FY2025 rate moved to $416,000 . |
| Severance (no cause) | 6 months continued base salary (release required) . |
| CoC treatment | Double‑trigger equity acceleration if terminated without cause (or good reason per award) within 18 months post‑CoC; cash severance for Dumbrell not tied to CoC . |
| Potential CoC payout (assumptions in proxy) | Cash $416,000; Equity $869,781; Total $1,285,781 (based on $11.07 share price at 6/30/25) . |
| Restrictive covenants | Confidentiality; non‑disparagement; IP; non‑solicit (customers/suppliers/employees) during employment and any severance period; no non‑compete disclosed . |
Investment Implications
- Alignment and retention: Meaningful unvested RSUs and in‑the‑money options align incentives; RSU cadence (Aug/Sep annually) may create periodic selling supply, but anti‑hedging and ownership guidelines mitigate misalignment risk .
- Pay-for-performance: FY2025 bonus outcomes show discipline (EBITDA achievement) despite revenue miss; Board discretion was used within plan to reach a 71.8% payout .
- Change‑of‑control economics: Cash severance is modest (6 months base) while equity acceleration under double‑trigger is the larger lever ($869,781 estimated at 6/30/25), limiting cash parachute risk while preserving retention through equity .
- Governance quality: No excise tax gross‑ups; robust clawback; hedging prohibition; high say‑on‑pay support (>98%) reduce governance red‑flag risk for compensation .
- Execution risk: As CRO, revenue metric under‑performance vs. plan in FY2025 (0% payout on revenue) warrants monitoring against continued EBITDA improvement and subscription/transaction growth trajectory .