Jeffery B. Baker
About Jeffery B. Baker
Jeffery B. Baker is Chief Financial Officer and Treasurer of Paysign, Inc. (PAYS), serving since February 2021; he is 54 and holds a BBA in Finance from Texas Christian University, cum laude . He previously led M&A at InComm Payments (2011–2021) and was Chief Development & Strategy Officer at Global Payments (2003–2011), following senior equity research roles covering fintech and technology sectors . Company performance during his tenure shows Revenues rising from $37.7M in FY2022 to $56.5M in FY2024*, EBITDA improving from $2.8M in FY2022 to $7.0M in FY2024*, and Net Income of $1.0M (FY2022), $6.46M (FY2023), and $3.82M (FY2024) [functions.GetFinancials]*; TSR (value of $100 initial investment) moved from $161 (2022) to $109 (2023) to $108 (2024) .
Note: *Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InComm Payments | EVP, Mergers & Acquisitions | 2011–2021 | Led acquisitions, divestitures, JVs, and investments across Americas, Asia, Australia . |
| Global Payments Inc. | Chief Development & Strategy Officer | 2003–2011 | Executed global M&A to expand payments footprint . |
| Various (U.S. Bancorp Piper Jaffray; W.R. Hambrecht & Co.; SunTrust Equitable Securities; Principal Financial Securities) | Senior Equity Analyst (fintech, B2B, PC/storage) | Not disclosed | Sell-side coverage across payments/technology verticals . |
External Roles
| Organization | Role | Years |
|---|---|---|
| ServisFirst Bank (Birmingham, AL) | Georgia Regional Director | As of Feb 2021 (disclosed) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $375,000 | $375,000 | $467,308 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $180,956 | $194,132 | $226,903 |
| All Other Compensation ($) | $3,462 | $2,885 | $3,346 |
| Total ($) | $1,138,618 | $572,017 | $697,557 |
Bonuses were discretionary (no formula/targets) in 2022–2024 .
Performance Compensation
Annual Incentive (Cash Bonus)
| Year | Metric | Weighting | Target | Actual Performance | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| 2022 | Discretionary | N/A | Not applicable | Board discretion | $180,956 | No formulaic targets . |
| 2023 | Discretionary | N/A | Not applicable | Board discretion | $194,132 | No formulaic targets . |
| 2024 | Discretionary | N/A | Not applicable | Board discretion | $226,903 | No formulaic targets . |
Company states it uses “several performance measures,” but not financial metrics like TSR, and pay-versus-performance was not directly correlated to TSR or net income .
Long-Term Equity (Time-Based Restricted Stock)
| Grant Date | Type | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule | Vested as of 12/31/2024 | Unvested as of 12/31/2024 |
|---|---|---|---|---|---|---|
| Feb 2021 | Restricted Stock | 300,000 | Not disclosed | Equal annual installments over 5 years on grant anniversary, continued service required | Included in total below | Included in total below |
| Jul 2022 | Restricted Stock | 320,000 | $579,200 | Equal annual installments over 5 years on grant anniversary, continued service required | Included in total below | Included in total below |
| Status at 12/31/2024 | — | — | — | — | 308,000 shares vested and issued (aggregate of 2021 + 2022 grants) | 312,000 shares unvested; market value $942,240 (at $3.02/sh on 12/31/2024) |
Expected vesting cadence per award terms (service-based, equal annual tranches): remaining tranches from the Feb 2021 grant vest each February through 2026; remaining tranches from the Jul 2022 grant vest each July through 2027 (service required) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 218,669 shares as of March 19, 2025; <1% of outstanding . |
| Shares Outstanding Reference | 53,747,674 shares outstanding as of March 10/19, 2025 . |
| Vested vs. Unvested (awards) | 308,000 shares vested and issued (aggregate from 2021/2022 grants) by 12/31/2024; 312,000 shares unvested at 12/31/2024 . |
| Options (exercisable/unexercisable) | None listed for Baker; no options exercisable within 60 days ; Outstanding equity awards table shows restricted stock only . |
| Section 16(a) compliance | One late Form 4 filing on March 4, 2024 . |
| Hedging/Pledging | Company discourages hedging; no formal hedging policy; must comply with Insider Trading Policy; no pledging policy disclosed in the proxy sections reviewed . |
| Ownership Guidelines | Not disclosed in the proxy sections reviewed. |
Employment Terms
- Employment agreements: None; all NEOs (including Baker) are at-will; no guarantees of continued employment or incentive/bonus levels .
- Severance/Change-in-Control: None; no agreements requiring payments on termination or change in control .
- Clawback: Executive Officer Clawback Policy adopted in 2023 to comply with SEC/Nasdaq; recoupment of erroneously paid performance-based incentive comp after Oct 2, 2023 in event of accounting restatement .
- Retirement/Deferred Comp: No pension benefits or nonqualified deferred compensation plans .
- 401(k) Match: 100% match up to 3% of pay + 50% of next 2%; company contributions ~$337,702 (2024) and ~$273,507 (2023) aggregate .
- Option exercises: None by NEOs in 2024 .
Performance & Track Record (Company-Level Reference)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $37,744,780* [functions.GetFinancials] | $46,002,696 [functions.GetFinancials] | $56,531,920 [functions.GetFinancials] |
| EBITDA ($) | $2,794,192 [functions.GetFinancials] | $3,566,893* [functions.GetFinancials] | $7,016,494 [functions.GetFinancials] |
| Net Income ($) | $1,027,775 | $6,458,727 | $3,815,907 |
| TSR – Value of $100 Investment ($) | $161 | $109 | $108 |
Note: *Values retrieved from S&P Global.
Compensation Committee Analysis
- Composition/Independence: Compensation Committee members are independent under SEC/Nasdaq rules; the committee composition includes Daniel R. Henry (Chair) and Bruce A. Mina (member) per Board committee chart .
- Consultants: The Board has not used compensation consultants historically (reserves right to do so) .
- Program design: Mix of base salary, discretionary annual bonuses, and time-based equity; bonuses in 2022–2024 were discretionary and not based on preset formulaic metrics .
Investment Implications
- Pay-for-performance alignment risk: Annual bonuses are discretionary with no disclosed financial or relative performance metrics, and equity awards are time-based RSUs; the company acknowledges compensation actually paid did not correlate with TSR or net income in 2022–2024 . This reduces performance alignment but may support retention.
- Vesting overhang and potential selling pressure: Baker has 312,000 unvested restricted shares as of 12/31/2024 that vest annually through 2027; the 2024 year-end market value was ~$0.94M at $3.02/sh, suggesting periodic supply upon vesting absent holding requirements .
- Retention vs. cost containment: No employment, severance, or change-in-control protections for Baker increases retention risk in competitive markets but limits shareholder obligations in transition scenarios .
- Governance signals: A compliant clawback policy is in place; hedging is discouraged though no formal anti-hedging/anti-pledging policy is disclosed; one late Form 4 (administrative risk) .
- Performance context: Revenues and EBITDA expanded over 2022–2024*, but net income declined in 2024 vs. 2023 and TSR was essentially flat in 2024 following a sharp drop in 2023, which may weigh on say-on-pay sentiment if investors seek tighter metric linkage [functions.GetFinancials]*.
Sources: 2025 DEF 14A proxy for executive biography, compensation, equity awards, ownership, policies, and pay-versus-performance ; 2024 DEF 14A for 2022 compensation detail ; 2021 8-K (Item 5.02) for appointment/background . Financials marked with an asterisk are values retrieved from S&P Global (GetFinancials).