Nancy Disman
About Nancy Disman
Nancy Disman, 54, has served as Shift4 Payments’ Chief Financial Officer since August 5, 2022. She holds a B.S. in Business Administration and Accounting from SUNY Albany and is a CPA in New York . Prior roles include CFO/CAO at Intrado, CFO/CAO for TSYS’s Merchant Acquiring segment, and CFO of TransFirst . Company performance during her tenure includes Adjusted EBITDA of $459.9 million in 2023 and $677.4 million in 2024, and pay-versus-performance disclosure shows cumulative TSR indexed to $313 for 2024 (company) versus $294.5 for the S&P 500 IT peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intrado Corporation | Chief Financial Officer & Chief Administrative Officer | Nov 2017 – Aug 2022 | Led finance/admin functions for cloud-based tech provider |
| Total System Services (TSYS) – Merchant Acquiring Segment | Chief Financial Officer & Chief Administrative Officer | Apr 2016 – Mar 2017 | CFO for merchant acquiring segment of global payment solutions firm |
| TransFirst | Chief Financial Officer | Jun 2014 – Mar 2016 | CFO prior to acquisition by TSYS |
External Roles
| Organization | Role | Years |
|---|---|---|
| West Technology Group LLC | Audit Committee member of Board of Managers | Since Aug 2022 |
| iCIMS, Inc. (private) | Board member | Since Mar 2021 |
| Intrado Foundation; Subsidiaries of Intrado | Board roles | Since Jun 2019; since Nov 2017 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 182,844 | 350,000 | 350,000 |
| Target Annual Cash Incentive ($) | 225,000 | 225,000 | 225,000 |
| Actual Annual Bonus Paid ($) | 225,000 | 225,000 | 225,000 |
| Sign-on Bonus Paid ($) | 2,000,000 | 500,000 | 500,000 |
| All Other Compensation (Perquisites, benefits) ($) | 13,412 | 63,810 | 64,311 |
Performance Compensation
Annual Bonus Performance Metrics
| Metric (FY 2024) | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| End-to-end payment volume ($B) | 128.98 | 171.968 | 214.96 | 164.817 | 100% of target (program-wide) |
| Gross Revenue less network fees ($MM) | 1,002 | 1,336 | 1,670 | 1,354.4 | 100% of target |
| Adjusted EBITDA ($MM) | 484.5 | 646.0 | 807.5 | 677.5 | 100% of target |
| Metric (FY 2023) | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| End-to-end payments ($B) | 78.3 | 104.8 | 130.6 | 109.03 | 100% of target (discretion applied) |
| Gross Revenue less network fees ($MM) | 701.25 | 935.0 | 1,168.75 | 940.4 | 100% of target |
| Adjusted EBITDA ($MM) | 317.25 | 423.0 | 528.75 | 459.8 | 100% of target |
Equity Grant Structure and Outcomes
| Metric | 2023 Grants (for 2022 perf) | 2024 Grants (for 2023 perf) | 2025 Grants (for 2024 perf) |
|---|---|---|---|
| Structural RSU Grant ($000s) | 350 | 350 | 350 |
| Additional Performance RSU ($000s) | 2,000 | 2,000 | 3,000 |
| Total RSU Grant ($000s) | 2,350 | 2,350 | 3,350 |
| Vesting | 3 equal annual installments (time-based) | 3 equal annual installments (time-based) | 3 equal annual installments (time-based) |
Equity Grant Scoring Framework (for additional performance RSUs)
| Category | Weight |
|---|---|
| Financial results against Metrics | 66.67% |
| Strategic direction | 16.67% |
| Operational execution | 16.67% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A shares) | 57,812 as of Apr 22, 2025; <1% of Class A |
| Prior beneficial ownership | 37,593 as of Apr 17, 2024; <1% |
| Earlier beneficial ownership | 2,854 as of Apr 17, 2023; <1% |
| Unvested RSUs (Dec 31, 2024) | 56,412 (grant 8/5/2022) valued $5,854,437; 11,283 (3/2/2023) valued $1,170,950; 18,239 (2/29/2024) valued $1,892,843 |
| Ownership guidelines | NEOs: 3x base salary; compliance timeline 5 years; 50% net-hold until met |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and pledging of Company securities; exceptions note no restriction on pledging Class B/C or LLC units |
Employment Terms
| Term | Provision |
|---|---|
| Employment start date | CFO effective August 5, 2022 |
| Contract term | Initial 3-year term; automatic 1-year renewals |
| Base salary & bonus eligibility | Base $350,000; eligible for annual cash bonus under Company program |
| Sign-on bonus | $3,000,000 total: $2,000,000 (Aug 2022), $500,000 (Aug 2023), $500,000 (Aug 2024) subject to service; accelerated payment if terminated without cause/for good reason before Aug 5, 2024 |
| Severance (no CIC) | If terminated without cause/for good reason: (i) earned unpaid prior-year bonus; (ii) 12 months base pay; (iii) up to 12 months group health coverage; (iv) unvested equity remains outstanding and settles on original schedule |
| Change-in-control | All unvested equity accelerates and vests in full; “best net” cut for excise tax if beneficial |
| Restrictive covenants | 12-month post-termination non-compete and non-solicit; perpetual confidentiality |
| Clawback policy | Dodd-Frank/NYSE-compliant recovery policy covering time- and performance-vesting equity |
Investment Implications
- High equity mix and three-year RSU vesting create strong alignment and retention. Disman’s sizable unvested RSUs at year-end 2024 ($8.92 million at $103.78/share) indicate meaningful unrecognized value tied to service continuity and Company performance .
- Annual bonuses have paid at target despite variability in headline performance (2023: 116% vs target; 2024: ~100%), with the Compensation Committee prioritizing consistency and discretion—reducing near-term cash volatility risk but potentially muting pay-for-performance signal in cash incentives .
- Equity grant step-up in 2025 ($3.35 million vs $2.35 million prior years) increases at-risk compensation and enhances long-term alignment; RSUs vest over three years, suggesting continued focus on retention through 2027 .
- Governance policies (anti-hedging/anti-pledging and clawbacks) and stock ownership guidelines mitigate misalignment and risk; no company disclosure of Disman pledging or hedging her holdings, and her reported beneficial ownership remains <1% of Class A .