Jody Davids
About Jody Davids
Independent director (Class II) at Paymentus Holdings, Inc. since April 2022; age 69 as of April 10, 2025. Former Senior Vice President and Global CIO at PepsiCo and CIO at Agrium; deep enterprise technology and cybersecurity oversight experience. Education: B.A. in Human Resources Management & Business and M.B.A., San Jose State University. Determined independent by the board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Senior Vice President & Global CIO | Apr 2016 – Oct 2019 | Led global IT; enterprise-scale operations experience |
| Agrium, Inc. | Chief Information Officer | Apr 2014 – Apr 2016 | CIO oversight; global operations |
| Agrium/Best Buy/Cardinal Health | Executive/Consulting roles | 2000 – 2014 | Enterprise IT and operations experience |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Premier, Inc. | Director | Public (Nasdaq) | Audit & Compliance; Nominating & Governance |
| Midcontinent Independent System Operator (MISO) | Director | Non-profit/ISO | Audit; Technology; Markets |
| Movista, Inc. | Board Member | Private | — |
Board Governance
- Committee assignments: Audit Committee member (Ingram—Chair; Trainor—member). Audit Committee held 8 meetings in 2024.
- Independence: Board determined Ms. Davids independent under NYSE standards.
- Board structure: Class II director; current term expires 2026. Controlled company under NYSE, but Paymentus has chosen to maintain majority independent board and independent key committees.
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings during service. Compensation Committee held 6; Nominating & Governance held 2 meetings in 2024.
- Risk oversight linkage: Audit Committee oversees financial reporting, related-party reviews, compliance, and designated oversight of IT and cybersecurity; interacts regularly with CISO.
Fixed Compensation (Director)
| Year | Cash Fees ($) | Detail | Equity ($) | Detail | Total ($) |
|---|---|---|---|---|---|
| 2024 | 40,000 | $30,000 board retainer + $10,000 audit committee member retainer | 169,984 | Annual RSU grant; grant-date fair value | 209,984 |
| Policy Rates | Board: $30k; Audit Chair: $20k; Audit Member: $10k; Comp Chair: $12k; Comp Member: $6k; N&G Chair: $8k; N&G Member: $4k; Lead Independent: $15k | 170,000 | Annual RSU value per policy; vests 1 year | ||
| Policy Limits | Max $550,000 per non-employee director per fiscal year | ||||
| Notes: 2024 equity grant-date fair value computed per ASC 718; award date June 10, 2024 for 2024 Annual Award. |
Performance Compensation
- Director equity awards are time-based RSUs; no performance conditions. RSUs vest in full on the one-year anniversary of grant date (Annual Award construct). No stock options granted to directors under the outside director policy. | Component | Metric | Target/Scale | Outcome | |---|---|---|---| | Annual RSU | Time-based vesting | 1-year cliff vest | No performance metrics (time-based only) |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Premier, Inc. | Customer/technology services firm (public) | No related-party transactions disclosed with Ms. Davids; none noted between Paymentus and Premier tied to Ms. Davids. |
| MISO; Movista | ISO/non-profit; private software | No related-party transactions disclosed with Ms. Davids. |
- Controlled company dynamics: Accel-KKR (AKKR) and founder collectively controlled ~92% of voting power as of record date; governance protections maintained voluntarily, but control could affect stockholder influence.
Expertise & Qualifications
- CIO experience at Fortune 500 scale; strong information technology and cybersecurity risk management background cited by board.
- Governance experience: Audit and governance committee service at a public company (Premier).
- Sector breadth: Technology, retail, healthcare, agriculture/industrial supply chains.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 23,097 | 16,945 directly; 6,152 RSUs expected to vest within 60 days of April 10, 2025 |
| Class B shares beneficially owned | — | None reported |
| Ownership as % of outstanding | <1% | Per beneficial ownership table footnote “*” |
| Outstanding RSUs (12/31/2024) | 14,807 | Unvested RSUs outstanding at FY-end |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors |
Governance Assessment
-
Strengths
- Independence and relevant expertise: Independent director with enterprise IT/cyber credentials; sits on Audit Committee that oversees cybersecurity and compliance—well aligned with Paymentus’ risk profile.
- Engagement: Board and committee meeting cadence robust; directors met ≥75% attendance; Audit met 8x in 2024.
- Pay alignment: Director compensation is modest and equity-heavy (approx. 81% equity, 19% cash in 2024), aligning incentives with stockholders; equity vests on service, not guaranteed cash-heavy packages.
- Trading safeguards: Company prohibits hedging/pledging; supports investor alignment.
-
Watch items
- Controlled company: While Paymentus elects to follow NYSE independence requirements, AKKR/founder voting control concentrates decision power; ongoing monitoring of independent committee authority is warranted.
- Related parties (not involving Ms. Davids): Family employment for CEO’s spouse and a director’s son disclosed; not tied to Ms. Davids but relevant to overall governance context.
No red flags specific to Ms. Davids were disclosed regarding related-party transactions, low attendance, hedging/pledging, or compensation anomalies.