Don Gayhardt
About Don Gayhardt
Don Gayhardt (age 60) is an independent director of Katapult Holdings, Inc. (KPLT), serving since June 2021 and previously a director of Legacy Katapult from April 2017 until the business combination. He chairs the Audit Committee and is a member of the Compensation Committee, and has been designated an “audit committee financial expert.” He holds a B.B.A. in accounting from the University of Notre Dame and has deep leadership experience in consumer finance as former CEO of CURO Group Holdings Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CURO Group Holdings Corp. | Chief Executive Officer | 2012–2022 | Led publicly traded consumer finance company; served on CURO board 2012–2022 |
| CURO Group Holdings Corp. | President | 2013–2021 | Executive leadership in operations and strategy |
| DFC Global Corp. (formerly Dollar Financial Corp.) | President & Director | 1998–2008; with company 1990–2008 | Consumer finance operations, board service |
| Beneficial Bancorp Inc. | Director | Until March 2019 (merged into WSFS) | Banking oversight; board service through combination |
External Roles
| Organization | Role | Current/Former | Tenure |
|---|---|---|---|
| Public company boards | None | Current | N/A |
| CURO Group Holdings Corp. | Director | Former | 2012–2022 |
| Beneficial Bancorp Inc. | Director | Former | Until March 2019 |
Board Governance
- Committee assignments (2024): Audit Committee (Chair: Gayhardt), Compensation Committee (Chair: Thompson; members: Gayhardt, Hirsch), Nominating & Corporate Governance Committee (Chair: Phillips; members: Hirsch, Masto) .
- Audit Committee financial expert: The Board determined Gayhardt is an “audit committee financial expert” and independent under Rule 10A‑3 .
- Meeting cadence and attendance: Board met 21 times in 2024; Audit 5; Compensation 6; Nominating 5. Each current director attended at least 75% of Board and committee meetings; all directors attended last year’s Annual Meeting .
- Board leadership: Independent Chair (Brian Hirsch); thus no Lead Independent Director; regular executive sessions of independent directors without management .
Fixed Compensation
| Component | Policy Value | Recipient-Specific (2024) | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee director) | $50,000 | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $20,000 | $20,000 | Chair premium |
| Compensation Committee member fee | $7,500 | $7,500 | Member fee |
| Cash total (2024) | — | $77,500 | Fees earned/paid in cash |
| Annual RSU grant (fair value) | $150,000 | $150,000 | Vests in full at one‑year anniversary/next annual meeting |
| Total (cash + equity, 2024) | — | $227,500 | Director compensation table |
Performance Compensation
| Award Type | Grant Mechanics | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (non-employee director) | Annual grant of RSUs with $150,000 grant-date fair value | Vest in full on one-year anniversary (or earlier, next annual meeting) | None; time-based RSUs (no performance conditions) |
- Deferral option: Directors may elect to defer RSU settlement under the Non‑Employee Directors Deferred Compensation Plan; settlement occurs upon Board separation or Change in Control .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| CURO designation rights | Under a support agreement tied to the 2020 Merger, so long as CURO owns ≥10%, it retains nomination rights; CURO designated Gayhardt as a Class III director and Masto as Class I . |
| CURO ownership | CURO beneficially owned 981,656 shares (21.6%) as of April 10, 2025 . |
Expertise & Qualifications
- Financial and audit expertise: Audit Committee chair; designated “audit committee financial expert”; oversees auditor independence and financial reporting quality .
- Industry experience: 30+ years in consumer finance across CURO and DFC Global; public company CEO and director experience .
- Education: B.B.A., Accounting, University of Notre Dame .
Equity Ownership
| Measure | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | April 10, 2025 | 24,906 | 0.5% of outstanding common stock |
| Beneficial ownership (shares) | June 12, 2025 | 24,906 | Less than 1%; table notes “*” <1% |
| Unvested RSUs (count) | December 31, 2024 | 9,310 | RSUs outstanding/subject to vesting |
| Pledging | Record date 2025 | None pledged by directors/officers | Company policy prohibits pledging; none pledged as of record date |
| Ownership guidelines | Effective Feb 8, 2022 | Directors: 5x annual retainer | Compliance assessed within 5 years; individual compliance not disclosed |
Governance Assessment
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Strengths
- Independent director with audit chair role and formal financial expert designation; strong oversight of audit firm and financial controls .
- Majority-independent Board, independent Chair, and regular executive sessions; robust ownership guidelines and prohibitions on hedging/pledging/short sales .
- Director compensation skewed to equity via annual RSUs, aligning interests; RSUs are time-based without cash performance guarantees .
-
Shareholder sentiment
- 2025 Say‑on‑Pay approved: For 2,428,108; Against 139,832; Abstain 1,877; broker non‑votes 668,443 .
- Frequency: Annual advisory vote selected (2,552,994 votes) .
-
Potential conflicts and red flags
- CURO is a 21.6% holder and retains Board nomination rights; CURO previously designated Gayhardt (Class III) and Masto (Class I), indicating influence over Board composition (interlock risk) .
- 2025 refinancing introduces lender board observer rights and potential change‑of‑control dynamics via warrants/term loan conversion (Blue Owl affiliates), heightening governance complexity and potential influence over Board deliberations, though not specific to Gayhardt’s independence .
- Related‑party review is explicitly within Audit Committee remit; no specific related‑party transactions disclosed involving Gayhardt .
-
Engagement
- Attendance threshold met (≥75% for all current directors in 2024) and audit chair signed Audit Committee report; all directors attended last year’s Annual Meeting .
-
Compensation committee quality
- Compensation Committee comprises independent directors; uses independent consultant FW Cook; no tax gross‑ups; policies against single‑trigger equity for change in control .
Overall, Gayhardt’s audit leadership and independence support Board effectiveness. Interlocks via CURO’s nomination rights and the 2025 financing observer rights warrant continued monitoring for potential influence or perceived conflicts, with the Audit Committee’s related‑party oversight functioning as a mitigant .