Robert Palumbo
About Robert Palumbo
Robert Palumbo (age 59) has served on the Paymentus board since September 2011 and as Lead Independent Director since May 2021. He is Managing Director and a founding partner of Accel‑KKR (AKKR) since November 2004 and serves on boards of several AKKR private portfolio companies; he holds an A.B. from Princeton University . The board cites his expertise in corporate strategy, finance, investment banking, business transactions, and software investments as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accel‑KKR (AKKR) | Managing Director; Founding Partner | Nov 2004 – present | Leads software investments; serves on boards of AKKR private portfolio companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various AKKR private portfolio companies | Director | Ongoing | Serves on several portfolio company boards (not individually named in proxy) |
Board Governance
- Structure and independence
- Paymentus is a “controlled company” under NYSE rules because AKKR controls a majority of voting power; the company nevertheless chooses to maintain a majority‑independent board and independent committees . The board determined Palumbo to be independent after considering his AKKR roles and immaterial agreements with an AKKR portfolio company .
- Roles and committee leadership
- Lead Independent Director: presides over executive sessions, acts as liaison between independent directors and CEO/Chair, and performs additional duties as delegated .
- Committee assignments: Chairs Compensation Committee and Nominating & Corporate Governance Committee .
- Attendance and engagement
- In 2024, the board held four meetings; every director attended at least 75% of board and assigned committee meetings. Committee meetings held: Audit (8), Compensation (6), Nominating & Governance (2) .
- Election results (signal of support)
- 2025 Annual Meeting: Palumbo re‑elected with 901,473,958 votes “For,” 10,103,906 “Withheld,” and 4,982,875 broker non‑votes .
Fixed Compensation
| Component | Policy Amount | Palumbo Eligibility | 2024 Amount Paid |
|---|---|---|---|
| Non‑employee director annual retainer | $30,000/year | Not eligible if served before 12/31/2020 | $0 |
| Lead Independent Director retainer | $15,000/year | Not eligible if served before 12/31/2020 | $0 |
| Compensation Committee Chair | $12,000/year | Not eligible if served before 12/31/2020 | $0 |
| Nominating & Governance Chair | $8,000/year | Not eligible if served before 12/31/2020 | $0 |
| Committee member retainers (Audit $10k; Comp $6k; NCG $4k) | As listed | Not eligible if served before 12/31/2020 | $0 |
| Equity (Annual RSU award) | $170,000 grant value; 1‑year vest | Not eligible if served before 12/31/2020 | $0 |
Note: Messrs. Klein, Malinowski, Palumbo and Trainor received no director compensation in 2024 under the policy carve‑out for pre‑2021 directors .
Performance Compensation
- Directors do not receive performance‑based awards; Palumbo is not eligible for director equity grants under the policy (pre‑2021 director). As Compensation Chair, he oversees executive incentive design. The 2024 Executive Incentive Program used the following equally weighted components and achieved the results below .
| 2024 Executive Incentive Metric | Achievement (% of Target) | Payout % |
|---|---|---|
| Revenue | 118.6% | 120.0% |
| Contribution Profit | 111.5% | 120.0% |
| Adjusted EBITDA | 134.7% | 120.0% |
| Adjusted EBITDA less Capitalized Software (LCS) | 179.9% | 120.0% |
- Design notes: thresholds of 90% for Revenue/CP and 80% for Adjusted EBITDA/Adjusted EBITDA‑LCS; overachievement up to 110% yields up to +10% incremental payout; an individual performance component could pay 0–120% .
Other Directorships & Interlocks
| Relationship | Nature | Notes |
|---|---|---|
| AKKR nomination right | Stockholders Agreement grants AKKR nomination rights while it holds specified ownership thresholds | Palumbo (and Klein, Malinowski) were nominated by AKKR; Sharma nominated by Sharma parties |
| Compensation Committee interlocks | None | No member has served as an officer/employee; no executive served on another entity’s comp committee with reciprocal service at Paymentus |
| AKKR portfolio dealings | Immaterial agreements with another AKKR portfolio company | Considered in independence determination; deemed immaterial to the Company, AKKR, and Palumbo |
Expertise & Qualifications
- Finance, investment banking, corporate strategy, software investing; extensive board experience across technology/software companies .
- Lead independent director experience and chair roles on Compensation and Nominating & Governance committees .
Equity Ownership
| Holder/Category | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Robert Palumbo – beneficial (includes AKKR‑affiliated holdings per Schedule 13G/A/Form 4 relationships) | 2,536,524 (7.2%) | 66,148,456 (73.5%) | 71.0% |
| Robert Palumbo – directly held Class B (subset of above) | — | 2,337,548 | — |
- Context: AKKR and CEO collectively controlled ~92% of voting power as of April 10, 2025, reflecting dual‑class structure (10 votes/share for Class B vs. 1 vote/share for Class A) . Palumbo is among control persons for AKKR funds (through upstream entities) and thus may be deemed to share voting/dispositive power over AKKR holdings as described in the beneficial ownership footnotes .
- Hedging/pledging: Company policy prohibits hedging, short sales, pledging, and holding securities in margin accounts by directors and employees .
Governance Assessment
- Strengths (investor‑confidence positives)
- Lead Independent Director with clear responsibilities and regular executive sessions of independent directors; Palumbo chairs two key committees (Compensation; Nominating & Governance), reinforcing independent oversight if exercised robustly .
- Independent status affirmed despite AKKR ties; board explicitly evaluated and deemed related AKKR portfolio agreements immaterial; all committees comprised of independent directors per NYSE rules .
- Use of independent compensation consultant (Compensia) and formal clawback policy (adopted Oct 2023) suggest pay‑for‑performance and recovery alignment .
- Strong re‑election support in 2025 provides a shareholder endorsement signal for Palumbo’s continued service .
- Risks and potential red flags (monitoring items)
- Controlled company structure and Palumbo’s significant beneficial voting power (through AKKR affiliations) may reduce minority shareholders’ influence and create perceived conflicts, particularly given his leadership of Compensation and Nominating & Governance .
- Stockholders Agreement gives AKKR ongoing nomination rights; Palumbo was nominated by AKKR, reinforcing sponsor influence on the board slate .
- Related‑party exposure exists via AKKR network (though currently deemed immaterial); continued monitoring of any transactions with AKKR portfolio companies is warranted .
- Additional signals
- Board and committee attendance met at least the 75% threshold in 2024—adequate but not a differentiator; committee workload (e.g., 6 Compensation meetings) supports active oversight cadence .
- Director compensation policy excludes Palumbo from cash/equity retainers due to pre‑2021 service, limiting direct economic conflicts from director pay; his alignment stems primarily from ownership/control rather than board fees .
Appendix: 2025 Election Vote Detail
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| William Ingram | 907,890,947 | 3,686,917 | 4,982,875 |
| Robert Palumbo | 901,473,958 | 10,103,906 | 4,982,875 |