Jason Klein
About Jason Klein
Jason Klein (age 52) has served as an independent director of Paymentus since September 2011; his current Class III term expires at the 2027 annual meeting . He is a Senior Advisor at Accel‑KKR (AKKR) and Co‑CEO of Red Iron Group; previously he was a Managing Director at AKKR after joining in May 2005 . He holds an MBA (Finance/Strategic Management) from Wharton and a B.S. in Finance and Accounting from Penn State; he is a CPA (inactive) and a CFA charterholder . The board has affirmatively determined Klein is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accel‑KKR (AKKR) | Managing Director; now Senior Advisor | Joined May 2005; currently Senior Advisor | Private equity software investor; extensive board experience across portfolio companies |
| Red Iron Group | Co‑CEO | Current | Investment firm leadership; board service across private portfolio companies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Various AKKR and Red Iron Group portfolio companies | Director | Private | “Has served on the boards of many companies and currently serves on several” |
| Other public company boards | — | — | No public company directorships disclosed for Klein in PAY proxy |
Board Governance
- Committee assignments: Compensation Committee member; the committee consisted of Robert Palumbo (Chair) and Jason Klein in 2024 and held six meetings .
- Independence: Board determined Klein is independent under NYSE standards .
- Attendance and engagement: The board met 4 times in 2024, and each director attended at least 75% of board and committee meetings during their service periods .
- Tenure/terms: Director since 2011; Class III; current term expires 2027 .
- Board structure and control context: Paymentus is a “controlled company” under NYSE rules due to AKKR’s voting power; the company currently chooses to maintain majority‑independent board and independent committees . Under the Stockholders Agreement, AKKR has director nomination rights and Klein was nominated by AKKR .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board/Committee Cash Fees | $0 | Directors who served at any time prior to Dec 31, 2020 are ineligible for cash retainers; Klein received no cash fees in 2024 |
| Equity Awards (Annual RSUs) | $0 | Pre‑2021 directors are ineligible for director equity; Klein received no RSUs in 2024 |
| Total 2024 Director Compensation | $0 | Confirmed in 2024 non‑employee director compensation table |
Additional policy context (applies to eligible newer directors): base non‑employee director retainer $30,000; committee member fees ($10k Audit; $6k Compensation; $4k Nominating/Gov); chair premia ($20k Audit; $12k Compensation; $8k Nominating/Gov); Lead Independent Director $15k; annual RSU grant valued at $170,000, vesting in one year .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑based equity/PSUs | None disclosed for directors; outside director equity (for eligible directors) consists of time‑based RSUs only |
| Director performance metrics | Not applicable to director compensation (no disclosed performance metrics for directors) |
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee interlocks | Company states no interlocks: none of PAY’s executives served on boards/comp committees of entities with executives serving on PAY’s board/comp committee during 2024 |
| AKKR affiliation and nomination rights | AKKR controls a majority of voting power; holds director nomination rights; Klein was nominated by AKKR |
| Lead Independent Director | Robert Palumbo serves as Lead Independent Director |
Expertise & Qualifications
- Corporate strategy, finance, business transactions, and software investments; extensive board experience across portfolio companies .
- Credentials: MBA (Wharton), B.S. (Penn State), CPA (inactive), CFA .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Percent of Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Jason Klein | — | — | 707,134 | <1% | <1% | Class B has 10 votes/share; shares held by The Jason and Farah Klein Revocable Trust |
| Shares Pledged | — | — | — | — | — | Company policy prohibits pledging and hedging by directors |
| Outstanding director equity awards (12/31/24) | — | — | — | — | — | No outstanding options/RSUs listed for Klein; table shows awards for Davids, Ingram, Oberoi only |
Outstanding shares used for ownership calculations: 35,123,281 Class A and 90,001,141 Class B as of April 10, 2025 . Each Class B share is convertible 1:1 into Class A, and carries 10 votes per share .
Governance Assessment
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Strengths
- Independence affirmed; compensation committee member with six meetings in 2024, indicating active oversight .
- Robust insider trading policy prohibiting hedging and pledging aligns director and shareholder interests .
- No 2024 director fees or equity under outside director policy for pre‑2021 directors reduces compensation‑related conflicts for Klein .
- Company reports timely Section 16 filings by reporting persons in 2024 .
-
Risk factors and potential conflicts
- Controlled company with AKKR majority voting power; AKKR nomination rights and Klein’s AKKR affiliation present perceived entrenchment and independence optics risk, though the board affirms his independence .
- Compensation Committee composed of AKKR‑nominated directors (Palumbo Chair, Klein member); while no interlocks are disclosed, concentration may draw investor scrutiny regarding pay decisions .
- No director equity grants for pre‑2021 directors (including Klein) means ongoing equity‑based alignment via annual grants is absent; alignment derives from existing beneficial holdings (<1% voting power for Klein) .
-
Related‑party/other
- Board considered relationships and related‑party transactions in independence determinations; no Klein‑specific related‑party transactions disclosed .
Notes and Disclosures
- Attendance: Each director attended at least 75% of board/committee meetings in 2024; individual attendance rates are not disclosed .
- Change‑in‑control: Non‑employee director equity awards (for eligible directors) vest in full upon a change in control; Klein has no such awards outstanding .