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Derek Medlin

President and Chief Growth Officer at Katapult Holdings
Executive

About Derek Medlin

Derek Medlin is President & Chief Growth Officer at Katapult (KPLT) and, as of November 3, 2025, a Class III director with a term expiring at the 2028 annual meeting . He joined Katapult in 2017, served as EVP Operations (2017–2018), COO (2018–2024), and was promoted to President & CGO effective August 16, 2024; age 41 at promotion and 42 as of April 2025; he holds a B.A. and Master of International Business from Georgia State University . Under his operational leadership, Katapult reported LTM revenue of >$230 million as of Q2 2024, seven consecutive quarters of gross originations growth, and strong customer metrics (NPS 62; repeat purchase 59.3%) . Company TSR has been negative over 2023–2024 (value of $100 initial investment: $(55) in 2023; $(72) in 2024) and net losses were $36.7 million (2023) and $25.9 million (2024) .

Past Roles

OrganizationRoleYearsStrategic Impact
Pyramid ResearchSenior Analyst2006–2009Analytical foundation in tech/telecom market research
Elavon (U.S. Bank)Vice President2009–2014Payments and merchant services operating expertise
JPMorgan ChaseExecutive Director2014–2017Strategy/operations leadership in financial services
KatapultEVP Operations2017–2018Built direct-to-consumer motion and merchant integrations
KatapultChief Operating Officer2018–2024Expanded gross originations; launched Katapult app & KPay
KatapultPresident & Chief Growth OfficerAug 2024–presentLeads BD, marketing, operations to accelerate growth

External Roles

  • No external public company board seats disclosed for Mr. Medlin .

Fixed Compensation

Component20232024
Base Salary (earned)$450,000 $485,600
Base Salary Rate (post-promo)$520,000 effective Aug 16, 2024
Target Bonus %75% of base 100% of base (raised from 75%)
Non-Equity Incentive (STIP) Payout$275,784 (restated) TBD; expected determination by end of Q2 2025; payout, if any, will not exceed 100% of target

Notes:

  • 2023 STIP figures were restated and recoveries applied under the Clawback Policy; Derek’s erroneously awarded portion of 2023 STIP recovered was $34,379 .

Performance Compensation

Annual STIP Design and 2023 Actuals (Company-Level)

MetricWeightingTargetActualPayout PolicyNotes
Revenue33.4% Not disclosed86.4% of target (restated from 88.6%) Linear; 50% at 85% threshold, 200% at 130% max Restatement reduced Revenue component payout
Adjusted EBITDA33.3% Not disclosed97.2% of target (restated from 125.7%) Linear; 50% at 85%, 200% at 130% Restatement reduced EBITDA component payout
Gross Originations33.3% Not disclosedNot affected by restatement Linear; 50% at 85%, 200% at 130% Specific achievement % not disclosed
  • Derek’s 2023 STIP payout reflected the formula and restated metrics (see Fixed Compensation) .
  • 2024 STIP structure remained the same: equally weighted Revenue, Gross Originations, Adjusted EBITDA; 85% threshold at 50% payout; 130% max at 200%; Compensation Committee retains discretion .

Long-Term Incentives (RSUs; no PSUs for Medlin)

Vesting schedules emphasize multi-year retention with cliffs and quarterly vesting thereafter.

GrantUnvested RSUs at 12/31/2023Vesting Schedule
9/9/2021 RSUs1,377 4-year; 25% on 3/15/2022; remaining in 12 quarterly installments in Feb/May/Aug/Nov through 2025
3/15/2022 RSUs13,340 4-year; 25% on 3/15/2023; remaining in 12 quarterly installments through 2026
6/16/2023 RSUs15,400 3-year; 1/3 on 3/15/2024; remaining 2/3 in 8 equal quarterly installments over 2024–2025
GrantUnvested RSUs at 12/31/2024Vesting Schedule
9/9/2021 RSUs275 As above; remaining quarterly through 2025
3/15/2022 RSUs7,411 As above; remaining quarterly through 2026
6/16/2023 RSUs6,418 As above; remaining quarterly through 2025
5/6/2024 RSUs20,000 3-year; 1/3 on 3/15/2025; remaining 2/3 in 8 equal quarterly installments through 2026

Stock options (all fully vested upon Business Combination):

Grant DateExercisable Options (#)Exercise PriceExpiration
7/31/20173,186 $13.50 7/31/2027
8/1/20183,785 $21.25 7/31/2028
9/5/201928,117 $4.75 9/4/2029
9/5/20198,187 $4.75 9/4/2029

Equity Ownership & Alignment

Date (Record)Shares Beneficially Owned% OutstandingComponents/Notes
April 10, 202471,139 1.7% Includes 5,740 Earn-out Shares, options to acquire 43,275 shares, and 3,041 RSUs vesting within 60 days
April 10, 202582,634 1.8% Includes 5,740 Earn-out Shares, options to acquire 43,275 shares, and 4,430 RSUs vesting within 60 days
  • Equity ownership guidelines: Officers must hold equity equal to 3× base salary; compliance status not disclosed .
  • Hedging, short sales, and pledging are prohibited; as of the record dates, no pledging by directors/officers .
  • 10b5‑1 policy: cooling-off period, one active plan limit, disclosure of material plan terms; enhanced rules adopted Nov 2, 2023 .

Employment Terms

  • Agreement: Second amended and restated employment agreement effective May 4, 2021; at-will employment; eligible for STIP (target ≥75% historically, increased to 100% in 2024) and equity awards under the 2021 Plan .
  • Good Reason (summary): relocation >30 miles, adverse change in title/duties, material reduction in base, Company breach; plus specified board-control change provision for certain stockholder events .
  • Cause (summary): felony/financial dishonesty, fraud/misconduct/illegality/harassment, failure to follow directives, material breach of agreements/policies, willful fiduciary breach (with cure where applicable) .
  • Severance (non‑CIC termination): 12 months base salary, pro‑rated annual bonus for year of termination, Company‑paid COBRA for 12 months, accelerated vesting of time‑based equity that would vest during Severance Period, extended option exercise period (up to 18 months/earliest of specified events) .
  • Change‑in‑Control (CIC) Termination: 2× base + target bonus lump sum, 18 months Company‑paid COBRA, acceleration of long‑term incentives not assumed by successor, extended option exercise (up to 18 months/earliest of specified events) .
  • Clawback policy: Mandatory recovery of incentive compensation following restatement under SEC/Nasdaq rules; Company recovered erroneously awarded 2023 STIP from Medlin ($34,379) in 2024 .

Performance & Track Record

  • Operational outcomes (COO/CGO): Seven consecutive quarters of gross originations growth; LTM revenue >$230 million as of Q2 2024; Katapult app and Katapult Pay scaled to 28% of Q2 2024 gross originations; NPS 62; repeat purchase 59.3% .
  • Business model transformation: In 2024, ~$127 million of gross originations began in the app marketplace, with ~$77 million via KPay; >50% of 2024 gross originations originated in Katapult’s own ecosystem .
  • 2025 outlook (company guidance): Q4 2025 revenue +21–23% YoY; FY 2025 revenue +18–20%; FY 2025 Adjusted EBITDA $8–9 million .

Board Governance

  • Director appointment: Appointed Class III director effective November 3, 2025; term expiring at 2028 annual meeting; executive (not independent) .
  • Committees: No committee assignments disclosed for Mr. Medlin; contemporaneous appointments placed other new directors on Audit, Compensation, and Nominating committees .

Compensation Structure Analysis

  • Shift toward at‑risk pay: 2024 target STIP raised to 100% of base for Medlin, aligning more tightly to revenue/gross originations/Adjusted EBITDA .
  • Equity mix: RSUs with multi‑year vesting and no options granted in 2023–2024 (options outstanding are legacy grants) .
  • Governance controls: No tax gross‑ups; mandatory clawback; prohibitions on hedging/pledging/short sales; enhanced Rule 10b5‑1 constraints .

Related Party Transactions and Red Flags

  • Restatement and clawback: 2023 financial restatement reduced STIP/PSU achievements; Company executed recoveries under Clawback Policy—an important governance action .
  • Internal controls: 2022 material weaknesses noted; remediated as of December 31, 2024 per 2025 proxy .
  • Pledging/hedging: Prohibited; none pledged by directors/officers as of record dates .

Investment Implications

  • Alignment: Higher STIP target (100%) tied to revenue/gross originations/Adjusted EBITDA and sizable unvested RSUs create strong pay‑for‑performance and retention alignment .
  • Retention risk: CIC benefits (2× salary+bonus and accelerated vesting) reduce departure friction but also stabilize leadership continuity; ongoing RSU vesting cadence suggests steady supply—monitor Form 4s for potential selling pressure as tranches vest .
  • Ownership: Beneficial ownership increased from 71,139 (1.7%) to 82,634 (1.8%), indicating continued equity exposure; hedging/pledging bans support alignment .
  • Execution: Strong operational KPIs and app marketplace traction under Medlin’s remit are positives, but negative TSR and prior restatement temper the signal; 2025 guidance (revenue growth, positive Adjusted EBITDA) offers potential inflection—watch delivery vs. STIP metrics .