Sanjay Kalra
About Sanjay Kalra
Sanjay Kalra is Senior Vice President and Chief Financial Officer of Paymentus, serving since March 6, 2023; he is 52 years old with credentials including B.Com in Commerce & Accounting (CCS University), Chartered Accountant (ICAI), and Certified Public Accountant . Incentives are tightly linked to growth and profitability: in 2024, all financial components (Revenue, Contribution Profit, Adjusted EBITDA, Adjusted EBITDA-LCS) exceeded targets, driving the CFO’s bonus payout to 120% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harmonic Inc. (Nasdaq: HLIT) | SVP & CFO | 2017–2023 | Led finance for a public video/broadband solutions provider; deep public markets and operational finance experience |
| Harmonic Inc. | Chief Accounting Officer | — | Built controllership and reporting rigor pre-CFO promotion |
| TiVo, Inc. | Corporate Controller | — | Public company controls/reporting experience in technology |
| Model N, Inc. | VP & Corporate Controller | — | Enterprise software controllership; revenue recognition expertise |
| Silicon Image | Senior Finance Roles | — | Semiconductor/technology finance leadership |
| Ernst & Young LLP | Public Accounting | — | Foundation in audit/accounting standards |
External Roles
- None disclosed in company filings for Kalra .
Fixed Compensation
Multi-year actual compensation (SEC-reported):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $399,446 | $512,216 |
| Stock Awards ($) | $4,000,005 | $2,000,011 |
| Non-Equity Incentive Plan ($) | $467,500 | $618,000 |
| All Other Compensation ($) | $546 | $10,077 |
| Total ($) | $4,867,497 | $3,140,304 |
Current pay levers:
- 2024 base salary and target: Base $515,000; target bonus $515,000 (100% of base) .
- 2025 base salary and target: Base $530,450 (3% increase); target bonus 100% of base ($530,450) .
Performance Compensation
2024 Executive Incentive Compensation Program (equally weighted components: 20% each):
| Component | Weighting | Thresholds | Actual Achievement | Payout % |
|---|---|---|---|---|
| Revenue | 20% | 90% min for payout; >100% can add up to +10% | 118.6% of target | 120.0% |
| Contribution Profit (CP) | 20% | 90% min; >100% up to +10% | 111.5% | 120.0% |
| Adjusted EBITDA | 20% | 80% min; >100% up to +10% | 134.7% | 120.0% |
| Adjusted EBITDA-LCS | 20% | 80% min; >100% up to +10% | 179.9% | 120.0% |
| Individual Performance | 20% | 0–120% range | 120.0% | 120.0% |
| Aggregate Program Score | — | — | — | 120.0%; CFO payout $618,000 |
2023 Program (equally weighted across 5 components):
| Component | Thresholds | Actual Achievement | Payout % |
|---|---|---|---|
| Revenue | 90% min; >100% up to +10% | 104.5% | 109.0% |
| Contribution Profit (CP) | 90% min; >100% up to +10% | 104.1% | 108.2% |
| Adjusted EBITDA | 80% min; >100% up to +10% | 166.0% | 120.0% |
| Adjusted EBITDA-LCS | 80% min; >100% up to +10% | 574.4% | 120.0% |
| Bookings ACV | 80% min; >100% up to +10% | 101.9% | 103.8% |
| Aggregate Program Score & CFO payout | — | Program score 112.2% | CFO payout $467,500; target $500,000 |
Notes:
- Definitions of CP, Adjusted EBITDA and Adjusted EBITDA-LCS per 10-K references cited in proxy .
- 2025 Program maintains the same four financial components plus individual performance; CFO target 100% of base; thresholds unchanged .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Direct Class A shares | 106,737 (4) | Directly held shares |
| RSUs vesting within 60 days (as of 4/10/2025) | 29,691 (4) | Included in beneficial ownership table |
| Unvested RSUs outstanding (12/31/2024) | 401,026 | Market value $13,101,519 at $32.67/share |
| Options (exercisable/unexercisable) | None | No option holdings |
| Beneficial ownership % | <1% of Class A | Listed as “*” less than 1% |
| Hedging/pledging | Prohibited by policy | Also detailed Rule 10b5-1 plan requirements |
Vesting schedules (time-based RSUs):
| Grant | Shares | Vesting Start | Vesting Mechanics | Notes |
|---|---|---|---|---|
| March 2023 RSU grant | 475,060 | 3/6/2024 | 25% on 3/6/2024; remaining 75% vesting 1/16 each on quarterly vesting dates (Feb 15, May 15, Aug 15, Nov 15) starting 8/15/2024, subject to service | |
| March 2024 RSU grant (confirmatory employment letter) | 104,113 | 3/8/2025 | 25% on 3/8/2025; remaining 75% vesting 1/16 each on quarterly vesting dates starting 8/15/2025, subject to service | |
| 2024 stock awards (grant-date fair value) | $2,000,011 | — | SEC grant-date fair value for RSUs in 2024 | |
| 2023 stock awards (grant-date fair value) | $4,000,005 | — | SEC grant-date fair value for RSUs in 2023 |
Insider selling pressure:
- Quarterly RSU vesting cadence may create periodic settlement events; actual Form 4 transactions were not retrievable via available tools in this environment (no 4 filings returned), so we cannot assess selling patterns; trading plans must follow detailed Rule 10b5-1 requirements under the insider trading policy .
Employment Terms
| Term | CFO (Kalra) |
|---|---|
| Employment | At-will; confirmatory employment letter (March 2023) |
| Current base salary | $530,450 for 2025 (3% YoY increase) |
| Target bonus | 100% of base (2024: $515,000; 2025: $530,450) |
| Clawback | NYSE-compliant clawback adopted Oct 2023; recovers erroneously awarded incentive comp for 3 fiscal years preceding a required restatement |
| Hedging/pledging | Prohibited (short sales, derivatives, hedging instruments, pledging, margin accounts) |
| Severance (outside change-in-control) | 6 months base salary; COBRA premiums up to 6 months (subject to eligibility) |
| Severance (during change-in-control period: 3 months before to 1 year after a CoC) | Lump sum 75% of greater of pre-termination or pre-CoC base salary; prorated target bonus; COBRA up to 9 months; 100% acceleration of unvested time-based equity awards |
| 280G excise | Best-net cutback (greater after-tax vs full payout); no tax gross-up |
| Benefits | 401(k) with matching; “All Other Compensation” includes group term life premiums and 401(k) match |
Compensation Structure Analysis
- Mix shift and retention design: 2023 included a large hiring RSU grant ($4.0M grant-date fair value) followed by a 2024 confirmatory RSU ($2.0M), indicating emphasis on multi-year equity retention and service-based vesting rather than options (none outstanding) .
- At-risk pay alignment: Annual incentives are fully driven by five components (four financial + individual), with thresholds and capped upside (+10%) above target; CFO payouts tracked program results (2024: 120% of target) .
- Governance safeguards: NYSE-compliant clawback, prohibitions on hedging/pledging, and no 280G tax gross-ups reduce shareholder-unfriendly risks .
Investment Implications
- Alignment and retention: Significant unvested RSU balance (401,026 units, $13.1M at YE 2024) and quarterly vesting cadence indicate strong retention hooks and alignment with share price, with no hedging/pledging allowed .
- Incentive levers tied to growth and profitability: The 2024 program’s across-the-board overperformance (Revenue 118.6%, EBITDA-LCS 179.9%) and 2025 plan continuity suggest continued emphasis on scalable profitable growth; CFO payout visibility is high given objective thresholds .
- Change-in-control economics: Double-trigger acceleration of time-based equity and cash severance (75% of base plus prorated target) are standard market terms; no gross-up lowers transaction-related overhang .
- Trading signals: While quarterly vesting can create settlement-driven liquidity events, absence of available Form 4 data in these tools prevents assessment of selling pressure; monitor 10b5-1 plan disclosures and vest dates (Feb 15/May 15/Aug 15/Nov 15) for timing risk .