Michael K. Passilla
About Michael K. Passilla
Michael K. Passilla (age 58) has served as an independent director of Cantaloupe, Inc. (CTLP) since April 2020 and is the Chair of the Compensation Committee. He is CEO of Posillipo Ventures, Inc. (since 2018), and previously held senior payments leadership roles including Vice Chairman and CEO of Chase Merchant Services and CEO/President of Elavon, Inc. He holds a BBA from the University of Notre Dame (1989) and an MBA from Northwestern’s Kellogg School (1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase – Chase Merchant Services | Vice Chairman | 2016–2018 | Senior leadership overseeing global payment processing |
| JPMorgan Chase – Chase Merchant Services | Chief Executive Officer | 2013–2016 | Led global processing division |
| Elavon, Inc. | Chief Executive Officer & President | 2010–2013 | Led global payments processor |
| Bridge2 Solutions, LLC | Director | 2020–sale to Bakkt (date not specified) | SaaS platform oversight |
| P97 Networks, Inc. | Director | 2019–sale in April 2025 | Mobile commerce governance |
External Roles
| Organization | Role | Tenure | Public/Private | Committees |
|---|---|---|---|---|
| Priority Technology Holdings, Inc. (PRTH) | Director | Since 2019 | Public | Not disclosed |
| Optimized Payments, Inc. | Strategic Advisor | Since 2021 | Private | Advisory; see Related Party section |
| Posillipo Ventures, Inc. | Chief Executive Officer | Since 2018 | Private | Investment/advisory leadership |
Board Governance
- Committee assignments: Compensation Committee Chair; members include Passilla (Chair), Lisa P. Baird, Douglas G. Bergeron, and Ian Harris; five meetings held in fiscal 2025 .
- Independence: Board determined Passilla is independent under Nasdaq standards (all nominees independent except CEO Ravi Venkatesan) .
- Attendance: Board and committees held 31 meetings in FY2025; each director attended at least 75% of meetings; all directors attended the 2025 Annual Meeting .
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; five-year compliance window. As of the proxy date, all directors were compliant or within grace periods .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | Total cash fees attributed to Passilla for FY2025 |
| Chair Retainer Schedule | See below | Additional annual cash retainers: Chair of Board $35,000; Audit & Risk Chair $25,000; Compensation Chair $10,000; Nominating & Governance Chair $7,500; Finance Chair $10,000 |
| Meeting Fees | $0 | No meeting attendance fees; no non-chair committee member fees; cash paid monthly in arrears |
Chair Retainer Schedule (Program-wide):
- Chair of the Board: $35,000
- Audit and Risk Committee Chair: $25,000
- Compensation Committee Chair: $10,000
- Nominating and Governance Committee Chair: $7,500
- Finance Committee Chair: $10,000
Performance Compensation
| Equity Component | FY2025 Value/Details | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) – FY2025 Table | $100,000 | Grant date fair value under ASC 718 |
| Annual RSU Program | Approximately $150,000 per director; May 12, 2025 grant of 19,157 RSUs to each non-employee director | Time-based; full vest on first anniversary; prorated vesting upon separation by completed calendar quarters |
| Option Awards (legacy) | 120,000 options outstanding (granted May 6, 2020) at $6.49 exercise price | 25% vesting at first anniversary; remaining 75% vests in equal quarterly installments over three years post-anniversary; prorated vesting upon separation by completed quarters |
Note: The program indicates ~$150k annual RSU value with a discrete grant (19,157 RSUs) on May 12, 2025, while the FY2025 compensation table shows $100k stock awards for each director. The difference reflects reported grant-date fair value timing/measurement and program targets; rely on disclosed figures in each section .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Board View |
|---|---|---|---|
| Optimized Payments, Inc. | Passilla is a strategic advisor; CTLP uses Optimized for payments analytics/advisory | Related-person transaction reviewed under Item 404; CTLP paid $0.2m in FY2025 and $0.2m in FY2024 | Board determined Passilla had no direct/indirect material interest; aggregate ownership <10%; Independence maintained |
| Priority Technology Holdings, Inc. (PRTH) | Public company directorship | No interlock with CTLP executives disclosed | No Compensation Committee interlocks; none requiring Item 404 disclosure |
Expertise & Qualifications
- Deep payments industry operating experience (Elavon CEO; JPMorgan/Chase Merchant Services CEO and Vice Chairman), strategy and compensation governance expertise as CTLP Compensation Chair .
- Academic credentials: Notre Dame BBA; Kellogg MBA, reinforcing financial and managerial proficiency .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Derivative/Unvested Interests |
|---|---|---|---|
| Michael K. Passilla | 198,319 | * (as presented) | 120,000 options (granted 5/6/2020, $6.49 strike); 19,157 RSUs scheduled to vest on 5/12/2026 |
- Ownership guideline compliance: Directors in compliance or within grace periods as of the proxy date .
- Pledging/Hedging: Not specifically disclosed for directors in the cited sections; Audit & Risk Committee reviews related-party transactions and compliance risks per charter .
Governance Assessment
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Strengths
- Independent director with robust payments leadership background; serves as Compensation Committee Chair with five meetings in FY2025, indicating active oversight of pay programs .
- High attendance culture: Board/committee activity (31 meetings) with ≥75% attendance by each director; annual meeting attendance by all directors supports engagement .
- Strong alignment mechanisms: 5x cash retainer stock ownership guideline for directors; annual time-based RSU grants; continuing equity exposure via legacy options .
- No compensation committee interlocks or insider participation; explicit Item 404 review framework in Audit & Risk Committee charter .
-
Watch items / potential conflicts
- Advisor relationship with Optimized Payments while CTLP pays fees ($0.2m in FY2025 and FY2024). Board concluded no material interest and independence remains, but ongoing monitoring advisable given advisory role and payments negotiating influence .
- Program target ($150k RSU) vs. reported FY2025 stock awards ($100k) indicates differences in grant timing/fair value accounting; investors should track year-over-year equity grant sizing and valuation to assess director pay inflation and alignment .
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Overall signal to investors
- Passilla’s compensation chair role, independence, and attendance support board effectiveness and pay governance. The Optimized advisor relationship is disclosed and reviewed with controls, but remains a related-party exposure to revisit as CTLP’s payments cost strategy evolves .