Jordan Frankel
Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance at Shift4 Payments
Executive
About Jordan Frankel
Jordan Frankel, age 42, serves as Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance at Shift4 (FOUR). He has held GC/EVP responsibilities since 2014 and has served as Secretary and General Counsel of Shift4 Payments, Inc. since its formation in connection with the IPO in 2020 . He holds a B.S. in Finance and Marketing from Syracuse University’s Whitman School, and both a J.D. and MBA from Quinnipiac University (School of Law and Lender School of Business) . Company performance metrics tied to executive pay include End-to-End Payment Volume, Gross Revenue less Network Fees, and Adjusted EBITDA, where 2024 actuals were $164.817B, $1,354.4M and $677.5M, respectively, driving a 100% target bonus payout for NEOs . Since IPO, pay-versus-performance disclosures show cumulative TSR improving from 222 in 2023 to 313 in 2024 (initial $100 basis) and Adjusted EBITDA of $677.4M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shift4 Payments, Inc. | Secretary and General Counsel | 2020–present | Corporate governance, disclosure, and legal oversight for public company since IPO |
| Shift4 (pre-IPO) | General Counsel; EVP, Legal, Risk & Compliance | 2014–present | Built legal, risk and compliance infrastructure during high-growth phase |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Draken International | Director | 2011–2019 | Governance at a provider of contract air services |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Cash Incentive ($) | Actual Annual Cash Incentive ($) |
|---|---|---|---|
| 2023 | 350,000 | 225,000 (NEO target unchanged YoY) | 225,000 (paid at target) |
| 2024 | 350,000 | 225,000 (NEO target unchanged YoY) | 225,000 (paid at 100% of target) |
Perquisites (select items):
- 2023: Auto lease $13,608; 401(k) match $9,684 .
- 2024: Auto lease $13,608; 401(k) match $13,313 .
No deferred compensation or defined benefit pension plans are maintained for NEOs .
Performance Compensation
Incentive Plan Metrics and Outcomes
| Year | Metric | Threshold | Target | Maximum | Actual | Weighting | Payout Outcome |
|---|---|---|---|---|---|---|---|
| 2023 | End-to-End Payment Volume ($B) | 78.3 | 104.8 | 130.6 | 109.03 | Part of composite | Committee discretion to 100% of target (versus 116% calc) |
| 2023 | Gross Revenue less Network Fees ($M) | 701.25 | 935 | 1,168.75 | 940.4 | Part of composite | See above |
| 2023 | Adjusted EBITDA ($M) | 317.25 | 423 | 528.75 | 459.8 | Part of composite | See above |
| 2024 | End-to-End Payment Volume ($B) | 128.98 | 171.968 | 214.96 | 164.817 | 66.67% in equity sizing framework | Annual cash bonuses paid at 100% of target |
| 2024 | Gross Revenue less Network Fees ($M) | 1,002 | 1,336 | 1,670 | 1,354.4 | 66.67% in equity sizing framework | See above |
| 2024 | Adjusted EBITDA ($M) | 484.5 | 646 | 807.5 | 677.5 | 66.67% in equity sizing framework | See above |
- Equity grant sizing for NEOs (excluding CEO) also considers Strategic Direction (16.67%) and Operational Execution (16.67%) .
RSU Grants and Vesting (Frankel)
| Grant Date | Shares Granted | Fair Value ($) | Vesting |
|---|---|---|---|
| 3/2/2023 | 33,847 | 2,349,997 | 1/3 annually over 3 years, service-based |
| 2/29/2024 | 27,357 | 2,350,000 | 1/3 annually over 3 years, service-based |
| 2/20/2025 (award for 2024 perf; values in $000s) | — | Structural: 350; Additional: 3,000; Total: 3,350 (time-based RSUs) | 1/3 annually over 3 years, service-based |
Equity Award Structure (amounts in $000s; company disclosure)
| Year (granted) | Structural Equity Grant | Additional Equity Grant (Actual) | Total Equity Granted |
|---|---|---|---|
| 2024 (for 2023 perf) | 350 | 2,000 | 2,350 |
| 2025 (for 2024 perf) | 350 | 3,000 | 3,350 |
Stock vested
- 2023: 104,825 shares; value realized $7,113,261 .
- 2024: 17,934 shares; value realized $1,515,029 .
Equity Ownership & Alignment
Beneficial ownership (as of proxy record dates) and outstanding unvested RSUs:
| Date | Class A Shares Beneficially Owned | Unvested RSUs by Grant | Market Value Basis |
|---|---|---|---|
| 4/17/2024 | 177,564 | 3/9/2021: 2,914; 12/17/2021: 2,309; 3/9/2022: 21,445; 3/2/2023: 33,847 | $74.34/share as of 12/29/2023 |
| 12/31/2024 | — | 3/9/2022: 10,728 ($1,113,352); 3/2/2023: 11,823 ($1,226,991); 2/29/2024: 18,239 ($1,892,843) | $103.78/share as of 12/31/2024 |
| 4/22/2025 | 169,056 | — | — |
- Options: None disclosed for Frankel; equity awards are RSUs .
- Stock ownership guidelines: NEOs must hold 3.0x base salary; 5-year compliance window; time-based unvested RSUs count; 50% net holding until compliant .
- Hedging/pledging: Company prohibits hedging and pledging of Company securities absent GC approval; pledging of Class B/C units is not restricted by policy .
- Clawback: Dodd-Frank compliant recovery policy covering time- and performance-vesting equity from 8/1/2023 onward .
No specific pledging by Frankel is disclosed in the proxy ownership tables .
Employment Terms
| Topic | Jordan Frankel |
|---|---|
| Employment Agreement | None; company not party to an employment agreement or offer letter with Mr. Frankel |
| Severance (no CIC) | If terminated without cause or resigns for good reason: all outstanding RSUs accelerate and vest in full (subject to release); no cash severance disclosed |
| Change-in-Control | Not entitled to any additional CIC payments; NEOs’ CIC treatment varies—Frankel not granted other CIC benefits |
| Restrictive Covenants | One-year post-termination non-compete and non-solicit of employees and customers |
| Clawback | Incentive compensation recoupment policy per SEC/NYSE |
| Hedging/Pledging | Anti-hedging and anti-pledging policy (exceptions require GC approval); Class B/C units excluded from pledging ban |
| Ownership Guidelines | NEOs: 3.0x base salary |
| Tax Gross-ups | No compensation-related tax gross-ups; no excise tax gross-up under Section 4999 |
| Benefits/Perqs | Auto allowance; 401(k) match (amounts in Fixed Compensation above) |
Compensation Structure Notes (alignment and governance)
- Mix and trends: Heavy equity weighting; for 2024, ~87% of NEO total target comp in RSUs (time-based for NEOs other than CEO) . Annual cash bonus targets held at $225k with payouts tied to core company metrics .
- Metric rigor and discretion: In 2023, achieved 116% vs targets but paid at 100% due to market uncertainty and committee discretion . In 2024, performance delivered 100.03% of target, paying at 100% .
- Peer benchmarking: Compensation Committee uses a peer group and independent consultant (Semler Brossy) to position competitiveness; peer cohorts adjusted over time .
- 2023 decisions peer group included: ACI Worldwide, Affirm, Broadridge, Evertec, Euronet, FLEETCOR, GoDaddy, Jack Henry, nCino, Nuvei, Q2, Toast, TripAdvisor, Tyler Tech, WEX, Yelp .
- 2024 decisions peer group: ACI Worldwide, Affirm, Broadridge, Evertec, Q2, FLEETCOR, GoDaddy, Tyler Tech, nCino, TripAdvisor, WEX, Yelp, Euronet, Jack Henry, Toast .
Say-on-Pay and Shareholder Feedback
- 2024 Annual Meeting say-on-pay results: For 290,943,779; Against 6,847,349; Abstained 149,586; Broker non-votes 6,383,800 .
- Company states ongoing stockholder engagement on governance and compensation topics; annual say-on-pay cadence .
Selected Company Performance Context
| Year | Total Shareholder Return (initial $100) | Adjusted EBITDA ($M) |
|---|---|---|
| 2023 | 222 | 459.9 |
| 2024 | 313 | 677.4 |
Key pay metrics actuals used for incentives:
| Year | GR less Network Fees ($M) | Adjusted EBITDA ($M) |
|---|---|---|
| 2023 | 940.4 | 459.8 |
| 2024 | 1,354.4 | 677.5 |
Investment Implications
- Alignment and retention: Frankel’s compensation is predominantly in time-vesting RSUs with three-year vesting, aligning with long-term value creation; however, acceleration of RSUs upon a without-cause or good-reason departure reduces the retentive “hold” of unvested equity relative to more stringent severance structures, modestly elevating voluntary departure flexibility . Stock ownership guidelines (3x salary) and anti-hedging rules support alignment, with no tax gross-ups or CIC cash multipliers (shareholder-friendly) .
- Incentive quality: Annual incentives tied to GR less network fees and Adjusted EBITDA reflect focus on profitable growth; 2024 payouts at target are consistent with disclosed performance at target levels, while 2023’s discretionary cap at 100% despite 116% formulaic performance suggests conservative governance under uncertainty .
- Selling pressure risk: Form 4 activity is not detailed in the proxy; vesting schedules and notable vest events (e.g., 2023 vesting) could create periodic liquidity windows. No pledging by Frankel is disclosed; company policy restricts pledging/hedging of Company securities, mitigating alignment risks . Further Form 4 analysis would sharpen near-term selling pressure insights (not in the proxies reviewed).
- Governance and say-on-pay: Strong say-on-pay support in 2024 and independent consultant engagement point to stable external support for pay design; peer benchmarking and equity-heavy mix remain consistent with growth-oriented compensation philosophy .