Gary Trainor
About Gary Trainor
Gary Trainor, 73, is an independent Class II director of Paymentus Holdings, Inc. (PAY), serving on the board since September 2011 and previously as Executive Chairman from September 2011 to September 2013. He is an audit committee member and designated audit committee financial expert; his education includes an M.B.A. from Fairleigh Dickinson University and a B.A. in Business Administration from Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paymentus Holdings, Inc. | Executive Chairman | Sep 2011 – Sep 2013 | Led post-investment governance transition; continued as independent director thereafter |
| Viventium Software | Chief Executive Officer | Dec 2014 – Mar 2018 | Led SaaS HCM provider operations |
| Infinisource (now iSolved Benefit Services) | Chief Executive Officer | Sep 2011 – Jan 2014 | Led SaaS HCM provider |
| First Data | Division President | Earlier in career | Payments operating leadership |
| ADP | Division President | Earlier in career | HCM operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PeopleGuru (HCM software) | Executive Chairman | Since Apr 2022 – Present | Private company role |
| WorkEasy Software (workforce mgmt) | Executive Chairman | Since Sep 2020 – Present | Private company role |
| Mindmarker Corporation (learning platform) | Executive Chairman | Since Aug 2020 – Present | Private company role |
| Flores & Associates (benefits administrator) | Executive Chairman | Since Apr 2020 – Present | Private company role |
| CFH Strategic Investment I, LLC (family office) | Chief Executive Officer | Since Mar 2018 – Present | Private entity |
Board Governance
- Committees: Audit Committee member; not on Compensation or Nominating & Corporate Governance Committees .
- Committee leadership: Not a committee chair; Audit Committee chaired by William Ingram .
- Financial expertise: Identified as an audit committee financial expert (Item 407(d) Reg S-K) .
- Independence: Board determined Trainor is independent under NYSE standards (six of eight directors independent) .
- Board/committee workload and attendance: 2024 meetings held—Board (4), Audit (8), Compensation (6), Nominating & Corporate Governance (2). Each director attended at least 75% of Board and applicable committee meetings; seven directors attended the 2024 annual meeting .
- Lead Independent Director: Robert Palumbo serves as LID; independent directors meet in executive session periodically, at least annually .
- Controlled company: Paymentus is a NYSE “controlled company” (AKKR controls a majority of voting power) but has chosen to comply with independence requirements; the board may rely on exemptions in the future .
- Anti-hedging/pledging: Policy prohibits short sales, derivatives, hedging, and pledging by directors .
- Clawback: Policy for recovery of erroneously awarded compensation adopted in Oct 2023 .
Fixed Compensation
Director compensation framework and Trainor’s 2024 reported compensation:
| Element | Amount / Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $30,000 | Policy rate |
| Lead Independent Director retainer | $15,000 | Policy rate |
| Audit Committee chair/member | $20,000 chair; $10,000 member | Policy rate |
| Compensation Committee chair/member | $12,000 chair; $6,000 member | Policy rate |
| Nominating & Governance chair/member | $8,000 chair; $4,000 member | Policy rate |
| Ad hoc committee fees | $2,000/quarter chair; $1,000/quarter member | Policy rate |
| Travel reimbursement | Reasonable expenses reimbursed | Policy |
| Trainor – 2024 director cash fees | — | Not eligible due to pre-12/31/2020 service; received no 2024 director compensation |
Equity for outside directors (policy):
| Element | Amount / Policy | Notes |
|---|---|---|
| Annual RSU grant | $170,000 grant value; vests after 1 year | Policy |
| Trainor – RSUs under director policy | Not eligible | Pre-12/31/2020 directors are excluded from cash/equity under policy |
2024 reported director compensation (extract):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gary Trainor | — | — | — |
Performance Compensation
- Performance-conditioned director pay: None. Director equity (for eligible directors) vests time-based; Trainor is not eligible for director equity awards under the outside director policy .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Trainor in the proxy .
- Private/company boards (executive chairman roles): PeopleGuru, WorkEasy Software, Mindmarker, Flores & Associates; plus CEO of CFH Strategic Investment I, LLC .
- Interlocks/conflicts: None disclosed via shared public boards; see Related Party exposure below regarding family employment .
Expertise & Qualifications
- Extensive SaaS, HCM, and payments operating experience (former division president at First Data and ADP; CEO roles at HCM SaaS firms), supporting audit and risk oversight at Paymentus .
- Audit Committee financial expert designation and independent status bolster committee effectiveness .
- Formal credentials: M.B.A. (Fairleigh Dickinson), B.A. Business Administration (Rutgers) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 669,888 shares of Class A common stock (1.9% of Class A outstanding) |
| Class B ownership | None |
| Voting power | Less than 1% of total voting power (due to 10:1 votes of Class B) |
| Holding structure | Shares held via TF Investment Holdings LLC; Trainor is sole manager with sole voting/dispositive power |
| Outstanding director RSUs/options | None disclosed for Trainor as of 12/31/2024 (table lists only Davids, Ingram, Oberoi) |
| Pledged/hedged shares | Company policy prohibits hedging and pledging by directors; no pledging disclosed for Trainor |
| Section 16 compliance | All reporting persons complied timely in 2024 |
Related Party Exposure (Conflicts)
- Trainor’s son is a vice president at Paymentus; he received approximately $0.4 million in 2024 aggregate compensation and a March 2024 RSU grant valued at approximately $0.4 million vesting over five years. Such ordinary-course related-person compensation is reviewed under the company’s related-person transaction policies and committee charters .
- Board independence determination explicitly includes Trainor as independent notwithstanding board-wide consideration of relationships; audit committee oversees related-person transactions in accordance with policy .
Governance Assessment
- Strengths: Independent director and audit committee financial expert; sits on a fully independent Audit Committee with robust remit (financial reporting, internal controls, cybersecurity oversight); board met independence, attendance, and executive-session practices; strong anti-hedging/pledging and clawback policies reinforce alignment. Trainor receives no director cash or equity under the current policy, reducing pay-related conflicts; meaningful personal shareholding (669,888 Class A) aligns interests .
- Watch items / RED FLAGS: Controlled company structure (AKKR and founder control ≈92% voting power as of record date) concentrates governance power; Trainor’s immediate family member is a paid company vice president with significant equity awards—appropriately disclosed and subject to committee policies but a potential perceived conflict that investors may track for oversight rigor .
- Overall: Governance structures (independence, committee oversight, policies) mitigate risks; continued transparent handling of family-related compensation and maintenance of audit committee independence are key for sustained investor confidence .