Scott Stewart
About Scott Stewart
Scott Stewart is Chief Financial Officer of Cantaloupe, Inc. (CTLP) since February 2022 and age 52, with prior service as Chief Accounting Officer from September 2020 to January 2022. He holds a B.S. in Accounting and a Master of Professional Accountancy from Clemson University and is a certified public accountant; prior roles include Assistant Controller at Intercontinental Exchange (ICE) for 13 years and Senior Auditor at Ernst & Young from 2003–2007, including leading NYSE post-acquisition integration into ICE’s accounting function . Fiscal 2025 annual bonus outcomes were driven by corporate metrics with total achievement of 71.8%, reflecting Adjusted EBITDA achievement of 93.4%, Monthly Recurring Revenue Growth of 82.2%, Revenue at 0%, and board discretion set at 120% of target producing 18.0% weighted contribution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cantaloupe, Inc. | Chief Accounting Officer | Sep 2020–Jan 2022 | Built accounting controls, reporting processes prior to CFO appointment |
| Intercontinental Exchange (ICE) | Assistant Controller and other roles | 13 years | Led external financial reporting, new accounting standards, SOX compliance; supervised NYSE accounting integration post-acquisition |
| Ernst & Young | Senior Auditor | 2003–2007 | Audit experience forming technical foundation in accounting and controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships disclosed in proxy |
Fixed Compensation
| Item | Fiscal 2025 Detail |
|---|---|
| Beginning-of-year base salary | $400,000 |
| End-of-year base salary | $416,000 (4% increase) |
| Target bonus % (per employment agreement) | 50% of base salary |
| Target bonus $ (Fiscal 2025) | $208,000 |
| Actual bonus paid (Fiscal 2025) | $149,344 |
| Transaction bonus (Merger-related) | $200,000 |
Performance Compensation
| Metric | Weighting | Target | Actual | Weighted Contribution | Payout Mechanics |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 40% | Not disclosed | 93.4% achievement | 37.4% weighted | Cash annual bonus component; corporate metric |
| Revenue ($) | 25% | Not disclosed | 0.0% achievement | 0.0% weighted | Cash annual bonus component; corporate metric |
| Monthly Recurring Revenue Growth (%) | 20% | Not disclosed | 82.2% achievement | 16.4% weighted | Cash annual bonus component; corporate metric |
| Board Discretion | 15% | Not applicable | 120% payout | 18.0% weighted | Committee discretion to adjust payout |
| Total Corporate Achievement | — | — | 71.8% | — | Stewart’s bonus calculated as 71.8% × $208,000 = $149,344 |
Equity Award Grants and Vesting
| Grant Type | Grant Date | Shares/Options | Vesting Terms |
|---|---|---|---|
| RSUs | Aug 11, 2022 | 11,260 | Vest in 3 equal annual installments on each anniversary of grant, subject to continued employment |
| Options | Aug 11, 2022 | 225,000 | Vest in 3 equal annual installments on each anniversary of grant, subject to continued employment |
| RSUs | Aug 4, 2023 | 16,952 | Vest in 3 equal annual installments on each anniversary of grant, subject to continued employment |
| RSUs | Aug 2, 2024 | 37,500 | Vest in 3 equal annual installments on each anniversary of grant, subject to continued employment |
| RSUs | Sep 20, 2024 | 14,264 | Vest in 3 equal annual installments on each anniversary of grant, subject to continued employment |
| Historical Options | Sep 15, 2020; Feb 7, 2022 | 125,000 (2020); 175,000 (2022) | 50% time-based over 3 years; 50% performance-based annually over FY2021–FY2023 (2020 grant); 117,000 time-based over 3 years and 58,000 performance-based annually FY2023–FY2025 (2022 grant). Board exercised discretion vesting 91% (FY2022) and 100% (FY2023) of performance tranches |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sep 25, 2025) | 626,788 shares; percent of class “*” (less than 1%) |
| Stock ownership guidelines | CFO required to hold Common Stock with value ≥ 1× base salary; 5-year compliance window; all executives in compliance or grace period as of proxy date |
| Anti-hedging policy | Prohibits hedging and short positions in Company securities |
| Clawback policy | Nasdaq-compliant; mandatory recovery of erroneously awarded incentive comp for Section 16 officers upon restatements; no board discretion; applies irrespective of fault |
| Pledging | No explicit pledging policy disclosure found; anti-hedging disclosed |
| Unvested RSUs (6/30/2025) | 104,317 units; market value $1,146,444 at $10.99 closing price |
| Options outstanding (6/30/2025) | 123,125 exercisable @ $8.58 exp 9/17/2027 ; 100,000 exercisable @ $11.20 exp 11/8/2028 ; 173,260 exercisable @ $8.02 exp 2/7/2029 ; 150,000 exercisable and 75,000 unexercisable @ $6.68 exp 8/12/2029 |
Employment Terms
- Appointment: CFO effective February 4, 2022; initial annual base salary $360,000; annual incentive target 50% of base .
- Severance (no change in control): If terminated without “cause” or resigns for “good reason,” 6 months continued base salary plus up to 6-month COBRA subsidy, subject to release and covenants .
- Change-of-control (double trigger): If termination without cause or for good reason within 24 months post-change-of-control, lump sum equal to base salary plus last annual bonus; double-trigger acceleration of outstanding equity awards applies within 18 months post-change-of-control .
- Excise tax treatment: Section 4999 cutback to avoid excise tax unless “better-off” after-tax to take full benefits and pay excise tax; no excise tax gross-ups .
- Restrictive covenants: Perpetual confidentiality, non-disparagement, IP; non-compete, non-solicit of customers, suppliers, and employees (including no-hire) during employment and for two years post-termination .
Compensation Committee Analysis
- Committee composition and consultant: Compensation Committee members include Michael K. Passilla (Chair), Lisa P. Baird, Douglas Bergeron; engaged Aon’s Human Capital Solutions (McLagan) since FY2022 for program design, mix, and peer group benchmarking .
- Peer group (FY2025): 16 companies used for market comparisons, including Atlanticus, AvidXchange, Bakkt, Cardlytics, Cass Information Systems, CoreCard, CPI Card Group, Flywire, i3 Verticals, International Money Express, PAR Technology, PaySign, Priority Technology, Repay, Sezzle, Usio .
- Program features: Pay-for-performance emphasis, significant equity usage, stock ownership guidelines, comprehensive clawback; no excise tax gross-ups; limited perquisites; no option repricing without shareholder approval .
Investment Implications
- Alignment: Stewart’s pay program ties annual cash bonuses to EBITDA, revenue, and recurring revenue growth with board discretion, and meaningful multi-year equity grants with time-based vesting; unvested RSUs and sizable options position (with staggered expirations and a mix of legacy performance-based vesting) indicate retention incentives aligned to corporate performance .
- Retention and severance economics: Two-year post-employment non-compete and double-trigger change-of-control protections (base+bonus cash and accelerated equity) provide retention ballast but could create acceleration and liquidity events upon a transaction; excise tax cutback reduces shareholder-unfriendly gross-up risk .
- Selling pressure signals: RSUs vest annually on the anniversary of 2022–2024 grant dates, creating predictable windows when shares may deliver and potentially increase liquidity; anti-hedging constraints limit hedging behaviors, and no pledging policy disclosure suggests monitoring future filings for any pledging or 10b5‑1 plan adoptions .
- Governance quality: Clawback is rigorous and nondiscretionary; ownership guidelines and no-option-repricing policy support shareholder alignment; committee uses independent consultant and defined peer group, reducing pay inflation risk via structured benchmarking .