Andrew Gerber
About Andrew Gerber
Andrew Gerber, 58, is General Counsel (since January 2022) and Corporate Secretary (since February 2022) of Paymentus. He previously held senior legal roles at Premier, Inc., was a partner at international law firms, and served as attorney and special counsel in the SEC’s Division of Corporation Finance; he holds a J.D. and a B.S. in Business Administration from the University of Maryland . Company incentive plan metrics for FY2024 were achieved well above targets—Revenue 118.6%, Contribution Profit 111.5%, Adjusted EBITDA 134.7%, and Adjusted EBITDA-LCS 179.9%—driving a 120% payout of his FY2024 bonus opportunity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Premier, Inc. | Deputy General Counsel & Assistant Corporate Secretary; various legal positions | Sep 2013 – Jan 2022 | Led public company governance, securities and M&A matters at a Nasdaq-listed healthcare tech firm . |
| SEC, Division of Corporation Finance | Attorney & Special Counsel | Not disclosed | Regulatory expertise in securities law and disclosure; informs governance and compliance rigor . |
| International law firms | Partner | Not disclosed | Advised clients on securities, governance and M&A across industries . |
External Roles
No public company board roles or other external directorships disclosed .
Fixed Compensation
Multi-year compensation (as reported):
| Metric (USD) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary | $318,229 | $338,480 | $349,588 |
| Target Bonus (cash) | $200,000 (expected for FY2023 per employment letter) | $216,165 (target opportunity FY2024) | $216,165 (target opportunity FY2024) |
| Actual Bonus (Non-Equity Incentive) | $76,000 | $235,651 | $259,398 |
| Discretionary Bonus | $120,000 | — | — |
| Stock Awards (Grant-date fair value, RSUs) | $2,000,020 | $559,500 | $600,005 |
| All Other Compensation | $1,236 | $9,752 | $10,030 |
| Total Compensation | $2,515,485 | $1,143,383 | $1,219,021 |
Additional current pay parameters (2025 Program):
- 2025 base salary: $362,033 (3% YoY increase)
- 2025 target bonus: 61.5% of base; $222,650
Performance Compensation
Structure and outcomes:
| Component | Weighting | FY2024 Target Thresholds | FY2024 Actual Achievement | Payout Mechanics | FY2024 Payout Result |
|---|---|---|---|---|---|
| Revenue | Equally weighted among components | Minimum threshold 90% of target for payout; up to +10% if >100% | 118.6% of target | Scaled per matrix (up to +10% when >100%) | 120% component payout |
| Contribution Profit (CP) | Equally weighted | Minimum threshold 90% | 111.5% | Scaled per matrix | 120% |
| Adjusted EBITDA | Equally weighted | Minimum threshold 80% | 134.7% | Scaled per matrix | 120% |
| Adjusted EBITDA-LCS | Equally weighted | Minimum threshold 80% | 179.9% | Scaled per matrix | 120% |
| Individual Performance | Equally weighted set of components includes individual performance | 0–120% range per Committee | Committee-set; not numerically disclosed per individual | 0–120% | 120% for FY2024 |
FY2024 total payout for Gerber:
- Target opportunity: $216,165
- Program score: 120% → bonus paid: $259,398 (paid March 2025)
2025 Program (design for current year):
- Components: Revenue, CP, Adjusted EBITDA, Adjusted EBITDA-LCS, Individual; equal weighting; independent achievement per component; minimum thresholds: 90% (Revenue, CP) and 80% (Adjusted EBITDA, Adjusted EBITDA-LCS); up to +10% payout if >100% on financial components; individual ranges 0–120% .
Equity Ownership & Alignment
Ownership snapshots and equity awards:
| Date (Record) | Class A Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Apr 6, 2023 | 12,947 | <1% | As NEO for FY2022 . |
| Apr 11, 2024 | 22,955 | <1% | 19,365 direct + 3,590 RSUs vesting within 60 days . |
| Apr 10, 2025 | 13,933 | <1% | 7,217 direct + 6,716 RSUs vesting within 60 days (voluntarily included) . |
Outstanding/unvested equity (as of FY2024 year-end):
- Unvested RSUs: 97,925; market value $3,199,210 (based on $32.67 NYSE close on 12/31/2024) .
RSU grant history and vesting schedules:
| Grant Date | Award Type | Units | Vesting Schedule |
|---|---|---|---|
| Feb 2022 | RSU (time-based) | 71,814 | 1/5 on 2/03/2023; then 1/20 quarterly on Feb/May/Aug/Nov, subject to continued service . |
| Jun 2023 | RSU (time-based) | 50,000 | 1/4 on 6/20/2024; then 1/16 quarterly on Nov/Feb/May/Aug, subject to continued service . |
| Mar 2024 | RSU (time-based) | 31,234 | 1/5 on 3/08/2025; then 1/20 quarterly beginning 8/15/2025, subject to continued service . |
Insider transactions and potential selling pressure:
- Feb 18, 2025: Form 4 sale of 3,070 Class A shares at ~$31.98 per share (estimated ~$98,184 proceeds) .
- Aug 15, 2025: Form 4 issuer withholding of 3,576 Class A shares to cover taxes upon RSU vesting; post-transaction beneficial ownership reported at 102,824 shares (administrative withholding; not an open-market sale) .
Alignment policies and practices:
- Hedging/pledging prohibited; employees and directors may not pledge Paymentus securities or enter hedging transactions; margin accounts prohibited .
- Stock ownership guidelines for executives not disclosed; compliance status not disclosed (table of contents indicates sections; no guideline details found in retrieved text).
- Clawback policy adopted Oct 2023 (erroneously awarded incentive compensation over the prior three fiscal years upon restatement); no restatements in FY2023 .
Employment Terms
- Employment letter (Feb 2022): at-will; current annual base salary $362,033; eligible for FY2025 target incentive $222,650 .
- Change-in-control and severance agreements (NEOs):
- Outside change-in-control period (defined as 3 months before to 1 year after a change-in-control): if terminated without cause or for good reason, six months base salary continuation (12 months for CEO) and up to six months COBRA (12 months for CEO) .
- During change-in-control period (double-trigger): lump-sum cash equal to 75% of the greater of pre-termination base or pre-CoC base (100% for CEO); prorated target bonus; up to nine months COBRA (12 months for CEO); 100% acceleration of outstanding unvested time-based equity awards .
- 280G cutback; no excise tax gross-ups .
- EICP/EIC Program: cash incentive awards administered by Compensation Committee; targets and payouts set annually; Committee retains discretion to amend/cancel programs and adjust payouts; payment after audited financials approval .
Investment Implications
- Pay-for-performance alignment: Gerber’s FY2024 bonus paid at 120% of target reflects strong achievement across revenue and profitability metrics; his incentive plan uses hard financial thresholds and allows incremental upside (>100% achievement), reinforcing growth/profitability focus .
- Retention risk: Multi-year RSU ladders across 2022–2024 with quarterly vesting create a strong retention tether; 97,925 unvested RSUs at FY2024 year-end and explicit double-trigger acceleration upon CoC termination mitigate CoC-related flight risk but could increase dilution upon a transaction .
- Selling pressure: Insider activity shows routine tax withholdings and a small open-market sale (3,070 shares); no evidence of pledging/hedging, and ownership remains well below 1%—low alignment via personal stake but standard for a non-CEO legal executive .
- Governance protections: Robust hedging/pledging prohibitions and a compliant clawback policy reduce alignment risk; severance terms exclude tax gross-ups and require double-trigger for equity acceleration, aligning with investor-friendly norms .