Adam Malinowski
About Adam Malinowski
Adam Malinowski, 38, is an independent Class II director of Paymentus Holdings, Inc., serving since April 2019. He is an investment professional at Accel‑KKR (AKKR) since August 2010 and serves on boards of several AKKR private portfolio companies; he holds dual degrees (B.S. Business Administration; B.A. Economics) from UC Berkeley. The board has affirmatively determined he is independent under NYSE rules; he was nominated pursuant to AKKR’s director nomination rights under the company’s stockholders agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paymentus Holdings, Inc. | Director (Class II) | Apr 2019–present | No audit, compensation, or nominating/governance committee assignments |
| Accel‑KKR (AKKR) | Investment Professional | Aug 2010–present | Serves on boards of several AKKR private portfolio companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various AKKR private portfolio companies | Director (various) | Current | Boards of several AKKR private portfolio companies; no public company directorships disclosed in the proxy |
Board Governance
- Independence and nomination: The board determined Malinowski is independent; he was nominated by AKKR under a stockholders agreement that grants AKKR significant board nomination rights.
- Committee assignments: None (not a member of Audit, Compensation, or Nominating & Governance).
- Attendance: Each director attended at least 75% of applicable board and committee meetings in 2024.
- Lead independent director and structure: Robert Palumbo serves as Lead Independent Director; independent directors meet in executive session at least annually.
- Controlled company context: AKKR controls a majority of voting power; Paymentus is a “controlled company” under NYSE rules but currently elects to comply with NYSE’s independence requirements.
- Compensation committee composition signal: The compensation committee consists of Robert Palumbo (AKKR Managing Director; Chair) and Jason Klein (AKKR Senior Advisor); both are deemed independent by the board but maintain AKKR affiliations—an oversight risk to monitor.
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $0 |
| Committee retainers | $0 |
| Chair/Lead fees | $0 |
| Total cash | $0 |
Context: The outside director compensation policy provides cash retainers (e.g., $30,000 board retainer; $20,000 audit chair; $12,000 compensation chair; etc.), but any non‑employee director who served prior to Dec 31, 2020 is ineligible for these fees; Malinowski was ineligible and received no cash fees in 2024.
Performance Compensation (Director)
| Equity Component (FY2024) | Grant value | Grant date | Vesting |
|---|---|---|---|
| Annual RSU grant (outside director policy) | $0 (ineligible) | — | — |
Context: The outside director policy grants $170,000 in RSUs annually to eligible non‑employee directors (vesting after one year), but directors who served at any time prior to Dec 31, 2020 (including Malinowski) are ineligible; accordingly, Malinowski received no equity awards for board service in 2024. Change‑in‑control would accelerate vesting of outstanding non‑employee director equity awards, where applicable.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Exposure |
|---|---|---|
| Accel‑KKR (AKKR) | Employee (Investment Professional) | AKKR controls majority voting power in Paymentus and holds board nomination rights; Malinowski was nominated by AKKR. |
| AKKR portfolio companies (private) | Director (various) | Expands AKKR network ties; no other public company boards for Malinowski disclosed in proxy. |
Expertise & Qualifications
- Corporate strategy, finance, business transactions, and software investments; UC Berkeley B.S. (Business Administration) and B.A. (Economics).
- Independent director under NYSE rules.
Equity Ownership
| Security | Shares Beneficially Owned | Ownership % of Class | Voting Power % |
|---|---|---|---|
| Class B Common | 68,553 | <1% | <1% |
- Ownership form: Listed solely under Malinowski’s name; proxy does not report director RSUs/options for him (consistent with ineligibility for outside director grants).
- Hedging/pledging: Company policy prohibits directors from pledging company securities and engaging in hedging or short sales.
Governance Assessment
-
Positives
- Board-designated independence; at least 75% attendance; no committee conflicts from chair roles since Malinowski holds no committee seats.
- Company maintains insider trading, anti‑hedging/anti‑pledging policies and a related‑party review framework led by the Audit Committee.
-
Risks and monitoring points
- RED FLAG: Controlled company with AKKR majority voting power and nomination rights; three directors (including Malinowski) are AKKR‑affiliated, concentrating influence.
- RED FLAG: Compensation Committee comprised of AKKR‑affiliated directors (Palumbo, Klein). While deemed independent under NYSE rules, this poses perceived independence and pay‑oversight risk.
- Alignment nuance: Malinowski receives no board retainer or director equity under the policy; alignment is primarily via share ownership (68,553 Class B) and AKKR employment—investors may scrutinize incentives relative to standard director equity retainer practices.
-
Related‑party exposure
- Stockholders agreement embeds AKKR/Sharma nomination rights; the board states it reviews related‑party transactions and considered AKKR relationships in independence determinations (e.g., Palumbo).