Christopher Cruz

About Christopher N. Cruz

Christopher N. Cruz, 41, served as an independent director of Shift4 Payments, Inc. since its formation (2020) and was nominated for re‑election as a Class II director at the 2025 annual meeting; he is a Partner at Searchlight Capital Partners L.P. (joined 2011) with prior roles at Oaktree Capital Management (2008–2010) and UBS Investment Bank (leveraged finance and restructuring, 2006–2008) . He was designated the Lead Independent Director, chaired the Compensation Committee, was a member of the Audit Committee, and was identified by the Board as an “audit committee financial expert” based on his qualifications . He holds a B.A. in Honors Business Administration from the Ivey Business School at Western University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that Christopher Cruz is “independent” under NYSE listing standards; Sarah Grover and the Isaacmans are not independent (Grover due to a consulting arrangement with Rook) .
• Roles: Lead Independent Director; Compensation Committee Chair; Audit Committee member .
• Financial expertise: The Board identified Cruz as an “audit committee financial expert” (Item 407(d)(5) of Regulation S‑K) .
• Attendance and engagement: The Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings. Audit, Compensation, and Nominating/Governance each met 4 times in 2024 .
• Executive sessions: Independent directors meet without management on a regularly scheduled basis, no less than twice per year. As Lead Independent Director, Cruz’s responsibilities include presiding at such sessions when applicable .
• Controlled company context: Shift4 is a “controlled company” under NYSE rules due to Jared Isaacman’s voting control; while the company may rely on certain exemptions, the Compensation Committee (which Cruz chaired) notes its members (including Cruz) meet NYSE’s heightened independence standards for compensation committees .

Fixed Compensation (Director)

Director pay program highlights:

• Standard annual director fee of $50,000; incremental fees for committee service/chair roles (Audit Chair $30,000; Audit member $15,000; Comp Chair $22,500; Comp member $10,000; Nominating/Gov Chair $18,000; member $5,500) .
• Annual RSU grant to non‑employee directors: $210,000, vesting in full on the first anniversary; initial awards for new directors are prorated; all unvested director RSUs vest upon a change in control .

Performance Compensation (Director)

Non‑employee directors do not receive performance‑based cash incentives. Equity awards are time‑vesting RSUs (no performance metrics). Performance metric tables are not applicable to director compensation .

Other Directorships & Interlocks

• Prior sponsor designation and continuation: At the IPO, Cruz was designated by Searchlight under a Stockholders Agreement. After Searchlight ceased to own shares and lost designation rights, a majority of directors (with Cruz abstaining) agreed in writing in 2022 that Cruz was not required to resign, and he continued to serve as a director .
• No related‑party transactions disclosed for Cruz: The proxy details related‑party transactions (e.g., aircraft/property services and family relationships involving the Isaacman family), but does not identify any related‑person transaction involving Cruz .

Expertise & Qualifications

• Capital markets and PE sponsor expertise (Searchlight partner; prior Oaktree) and leveraged finance/restructuring background (UBS) .
• Identified “audit committee financial expert” and independence suitable for key committees .
• Lead Independent Director experience, overseeing agendas, executive sessions, and liaison with management/Chair .

Equity Ownership

Company‑wide policies relevant to alignment and risk:

• Anti‑hedging and anti‑pledging policy for directors, officers, and employees (unless pre‑approved); prohibitions on derivatives/hedging; note: policy allows pledging of Class B/C by exception, but no such exception is disclosed for Cruz .
• Compensation clawback policy for Section 16 officers (adopted per SEC/NYSE rules); relevant if/when serving as an executive officer .

Governance Assessment

• Strengths

  • Independent oversight and expertise: Cruz served as Lead Independent Director, chaired Compensation, and was deemed an “audit committee financial expert,” enhancing board oversight of pay and financial reporting .
  • Process rigor in compensation: The Compensation Committee engaged independent consultant Semler Brossy; the committee met four times in 2024 and affirmed no consultant conflicts, supporting pay governance quality .
  • Shareholder support: Say‑on‑pay received ~99.7% support at the 2024 annual meeting, reflecting strong investor alignment with compensation practices overseen by the committee Cruz chaired .

• Watch items / potential red flags

  • Controlled company exemptions: Shift4’s status can allow reduced independence requirements; while Cruz and peers met heightened independence standards on the Compensation Committee, reliance on exemptions can concern some investors .
  • Sponsor legacy ties: Cruz originated as a Searchlight designee; although Searchlight no longer owns shares, and the Board formally affirmed his continuation (with Cruz abstaining), investors may monitor for perceived legacy influence .
  • Family‑related party environment (not tied to Cruz): Ongoing related‑party disclosures (e.g., aircraft/property services with the CEO, family employment/commissions) exist; the Audit Committee (on which Cruz served) oversees related‑party review, a critical control in this context .

• Update on role transition (material to governance)

  • On August 5, 2025, the Board appointed Christopher N. Cruz as Chief Financial Officer (CFO), with a base salary of $500,000, a $2,000,000 signing bonus, and a $500,000 target annual cash bonus; he resigned from the Board and from the Audit and Compensation Committees effective the same date, transitioning from independent director to executive officer .
  • This shift removes an experienced independent voice from key oversight roles (Lead Independent Director/Compensation Chair/Audit member) and concentrates expertise in management, which investors typically view as a governance trade‑off; the company reported these changes in its 8‑K and subsequent coverage .

Overall: Cruz’s background, committee leadership, and lead independent role were positives for board effectiveness and investor confidence. The 2025 transition to CFO materially changes his independence profile; investors should assess board refresh (replacement for Lead Independent Director/Comp Chair/Audit member), continued use of independent advisors, and maintenance of robust related‑party and pay oversight in a controlled‑company setting .

Sources

• 2025 DEF 14A (filed April 30, 2025): director biography, independence, committees, attendance, policies, director compensation, ownership .
• Stockholders Agreement/legacy designation context .
• Related‑party environment .
• Say‑on‑pay support .
• CFO appointment and resignation from Board/committees (8‑K, Aug 2025) .
• Trade press coverage of the transition (contextual) .