Jerry Portocalis
About Jerry Portocalis
Gerasimos (Jerry) Portocalis is Chief Commercial Officer at Paymentus Holdings, Inc. (PAY), age 60, serving as CCO since October 2020 after leading Sales & Operations as SVP from October 2012 to October 2020; he holds an MBA from California State University, East Bay and a BS in Marketing from Northern Illinois University . 2024 incentive metrics were materially exceeded, with Revenue at 118.6% of target, Contribution Profit at 111.5%, Adjusted EBITDA at 134.7%, and Adjusted EBITDA-LCS at 179.9%, yielding a 120% payout on the financial component and overall program, and he received an additional discretionary bonus for exceptional bookings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paymentus Holdings, Inc. | SVP, Sales & Operations | Oct 2012 – Oct 2020 | Led commercial execution, sales and operations |
| QT Technologies | President & CEO | Oct 2006 – Mar 2012 | Led BPO and e‑payments business |
| BillMatrix Corporation (a Fiserv company) | Executive Founder; EVP Sales, Marketing & Client Services | Mar 1999 – Oct 2006 | Built B2B/B2C e‑payment solutions franchise |
External Roles
- No current public company directorships disclosed for Portocalis in the executive officer biographies section .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 416,591 | 430,261 |
| Non‑Equity Incentive Plan ($) | 294,563 | 324,450 |
| Discretionary Bonus ($) | — | 108,150 (paid Mar 2025) |
| Stock Awards ($) | — | 2,000,011 |
| All Other Compensation ($) | 1,290 | 1,980 |
| Total ($) | 712,444 | 2,864,852 |
| Item | 2025 |
|---|---|
| Current Annual Base Salary ($) | 445,578 |
| Target Incentive Payment Value ($) | 445,578 |
| Employment Status | At‑will under confirmatory employment letter (Feb 2022) |
Performance Compensation
| Metric | Weighting | Target | Actual Achievement | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Revenue | Equally weighted component | Not disclosed | 118.6% | 120.0% | Cash bonus paid Mar 2025 |
| Contribution Profit | Equally weighted component | Not disclosed | 111.5% | 120.0% | Cash bonus paid Mar 2025 |
| Adjusted EBITDA | Equally weighted component | Not disclosed | 134.7% | 120.0% | Cash bonus paid Mar 2025 |
| Adjusted EBITDA‑LCS | Equally weighted component | Not disclosed | 179.9% | 120.0% | Cash bonus paid Mar 2025 |
| Individual Performance | Equally weighted component | Not disclosed | Determined by committee; 120% overall program score | 120.0% program payout | Cash bonus paid Mar 2025 |
- Program design: five equally weighted components; minimum thresholds at 90% (Revenue/CP) and 80% (EBITDA/EBITDA‑LCS); over‑achievement allowed up to +10% above 100% per financial component .
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | Percentage |
|---|---|---|
| Class A Common Stock | 493,249 | 1.4% |
| Class B Common Stock | 818,898 | <1% (“*”) |
| Total Voting Power | — | <1% (“*”) |
Breakdown of holdings:
- Direct Class A shares: 439,678 .
- RSUs vesting within 60 days of Apr 10, 2025: 5,952 Class A shares .
- Options exercisable within 60 days (direct): 8,333 Class B options .
- Faliron Family Limited Partnership Ltd.: 47,619 Class A shares and 810,565 Class B options; Portocalis has sole voting/dispositive power over these holdings .
Outstanding equity awards at 12/31/2024:
| Award | Unvested Units/Securities | Market Value ($) | Terms |
|---|---|---|---|
| RSUs (aggregate) | 145,780 | 4,762,633 (at $32.67) | Time‑based vesting per award schedules |
| Stock Options | 8,333 Class B | — | $8.66 strike; expires 8/27/2029 |
Vesting schedules (time‑based awards):
| Grant | Grant Date | Units | Vesting |
|---|---|---|---|
| RSU Award #1 | Jun 23, 2023 (1/4 vested then) | 41,667 unvested at 12/31/2024 | 1/16 per quarter on Quarterly Vesting Dates beginning Nov 15, 2023, subject to continued employment |
| RSU Award #2 | Mar 2024 | 104,113 unvested at 12/31/2024 | 1/5 vested Mar 8, 2025; remaining 1/20 per quarter on Quarterly Vesting Dates beginning Nov 15, 2025, subject to continued employment |
| Quarterly Vesting Dates | — | — | Feb 15, May 15, Aug 15, Nov 15 each year |
Alignment and trading policies:
- Company prohibits hedging, short sales, pledging, and margin accounts for directors and employees, including executive officers .
- Compensation clawback policy adopted Oct 2023 requires recovery of erroneously awarded incentive compensation for executive officers over the prior three fiscal years following an accounting restatement .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment status | At‑will; confirmatory employment letter dated Feb 2022 |
| Base salary (current) | $445,578; target incentive value $445,578 for FY2025 |
| Severance (outside CIC period) | If terminated without cause or for good reason: 6 months base salary; company‑paid COBRA up to 6 months (CEO terms differ) |
| Severance (during CIC period; double‑trigger) | Lump sum equal to 75% of greater of base salary at termination or at CIC; prorated target bonus; COBRA up to 9 months; 100% vesting acceleration of outstanding unvested time‑based equity awards |
| 280G cutback; gross‑ups | Best‑net cutback; no tax gross‑ups provided |
| Good Reason definition | Includes ≥10% base reduction (except broad-based), relocation >35 miles, failure to assume agreement by successor, or material breach; notice/cure periods apply |
| 401(k) plan | Company 401(k) with employer matching; group term life insurance; RSU values computed per ASC 718; all other comp comprises match and life premiums |
| Registration rights | Party to IPO registration rights agreement (public resale) |
| Indemnification | Customary Delaware law indemnification agreements for officers and directors |
Compensation Structure Analysis
- Shift toward equity compensation: 2024 included $2,000,011 of RSU awards vs. no stock awards in 2023, increasing at‑risk, long-term alignment .
- Strong pay‑for‑performance linkage: All four 2024 financial components exceeded targets, producing 120% payouts; the program used equally weighted Revenue, CP, Adjusted EBITDA, Adjusted EBITDA‑LCS plus an individual component .
- Discretionary recognition: Additional $108,150 discretionary bonus awarded to Portocalis in Mar 2025 for exceptional 2024 bookings .
- Options practices: No stock options granted since IPO; legacy options remain outstanding (e.g., $8.66 strike expiring 2029) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- CIC economics include full acceleration of time‑based equity upon qualifying termination, which can influence retention and deal‑related incentives (double‑trigger) .
- No 280G tax gross‑ups (shareholder‑friendly) .
Investment Implications
- Retention and selling cadence: Significant unvested RSUs with quarterly vesting on Feb 15/May 15/Aug 15/Nov 15 create regular settlement events; watch for Rule 10b5‑1 plans and vest‑related liquidity given prohibitions on hedging/pledging .
- Alignment: Material equity exposure through RSUs and options plus cash pay anchored by performance program that heavily uses Revenue/EBITDA components supports pay-for-performance; continued use of double‑trigger CIC terms balances retention with shareholder protections .
- Monitoring: Track future RSU grants, any changes to severance/CIC terms, and program metric difficulty (threshold/over‑achievement bands) to assess incentive rigor and potential payout volatility .