Jeffrey B. Newman
About Jeffrey B. Newman
Jeffrey B. Newman, age 70, is an independent director of Paysign, Inc. and has served on the Board since December 2022. He was Executive Vice President and General Counsel of Euronet Worldwide (1997–2020), leading legal affairs and major corporate transactions including the IPO and ~50 acquisitions (up to $1.2B), and earlier was a partner at Arent Fox focused on international M&A; he holds a JD (Ohio State), DSU (University of Paris II), and BA (Ohio University) and currently serves on the Board of Phan Time, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Euronet Worldwide, Inc. | Executive Vice President & General Counsel | 1997–2020 | Led legal affairs; executed IPO; ~50 acquisitions including deals up to $1.2B; established innovative payment services in developing markets |
| Arent Fox (Washington, D.C.) | Partner | Not disclosed | Specialized in international M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phan Time, Inc. | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined Newman is independent under Nasdaq rules; he serves on committees composed entirely of independent directors .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair .
- Meetings & attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting. Similarly, 4 meetings in 2023 with at least 75% attendance and all directors at the 2023 annual meeting .
- Executive sessions: Non‑management directors meet from time to time without management; sessions generally chaired by the Chairman .
- Board leadership: CEO also serves as Chairman; Board views combined roles as appropriate given company context .
- Say‑on‑pay & frequency (2025 vote): Say‑on‑pay approved (For: 31,789,535; Against: 447,549; Abstain: 231,536; Broker Non‑Votes: 626,676). Frequency: “Three years” received 21,528,943 votes vs. “One year” 10,274,223; Board will hold triennial votes consistent with stockholder preference .
- Director election (2025): Newman received 31,370,228 For, 1,098,392 Withheld; Broker Non‑Votes 626,676 .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $21,000 | Not disclosed | Not disclosed | Independent directors are paid an annual fee of $21,000 and reimbursed reasonable expenses |
| 2023 | $21,000 | Not disclosed | Not disclosed | Independent directors are paid an annual fee of $21,000 and reimbursed reasonable expenses |
Performance Compensation
| Year | Restricted Stock Awards ($) | Option Awards ($) | Vesting Terms | Performance Metrics Tied to Director Compensation |
|---|---|---|---|---|
| 2024 | $84,600 | – | Not disclosed for directors | None disclosed for directors |
| 2023 | $104,200 | – | Not disclosed for directors | None disclosed for directors |
- Equity plan context: Director grants are made under the Paysign 2018 Incentive Compensation Plan and 2023 Equity Incentive Plan; committee administers grants to directors under these plans .
- Structural note: The only specified director option grant in proxies is a 2018 option to Director Daniel R. Henry (1,500,000 shares at $1.34; vesting over four years) .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Phan Time, Inc. | Private (not specified) | Director | Current service; no interlocks disclosed |
| Historical tie: Euronet Worldwide | Public | EVP & GC (Newman); President/COO and Director (Henry) | Historical overlap at Euronet (Newman 1997–2020; Henry 1994–2006 COO/President; director until 2008); not a current interlock but indicates shared industry background . |
Expertise & Qualifications
- Payments ecosystem leadership: Experience across money transfer, merchant acquiring/issuance, ATM/POS networks, digital content distribution .
- Corporate transactions: Led IPO and ~50 acquisitions, private placements, and public offerings; substantial cross‑border deal execution .
- Legal and governance: Extensive general counsel tenure; board advisory experience across U.S., Europe, and Asia .
- Education: JD (Ohio State), DSU (University of Paris II), BA (Ohio University) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Options/RS Usable or Shares Issuable within 60 Days | Pledged Shares |
|---|---|---|---|---|
| March 19, 2025 | 30,000 | <1% | None | Not disclosed |
| March 22, 2024 | 10,000 | <1% | None | Not disclosed |
- Directors’ 60‑day issuable securities: Newman has none; group totals show 1,525,000 due to other directors’ options/grants (e.g., Henry’s option) .
Governance Assessment
- Positives
- Independent director; Audit Committee member and chair of Nominating & Corporate Governance Committee, aligning with governance oversight best practices .
- Attendance and engagement: Board met four times in 2024 and 2023, with each director attending at least 75% of meetings; all directors attended the annual meetings, supporting engagement .
- Strong stockholder support: High “For” votes in 2025 director election for Newman; triennial say‑on‑pay frequency affirmed by stockholders and Board .
- Related‑party transactions: None in 2024 and 2023; Audit Committee oversees related‑party reviews, reducing conflict risk .
- Watch items / potential red flags
- Board leadership: Combined CEO‑Chair role persists; no designated lead independent director disclosed, which can dilute independent oversight (though non‑management executive sessions are held) .
- Anti‑hedging: Policy discourages but is not formalized; insider trading policy exists, but formal hedging prohibition is not specified .
- Ownership alignment: Newman’s beneficial stake is small (<1%), which limits direct economic alignment; however equity grants are part of director pay .
- Section 16(a) compliance: No late filings noted for Newman, but late filings occurred for other insiders in 2024 and 2023 (e.g., Mina, Baker, Spence), a broader compliance point to monitor .
Director Compensation Mix and Evolution
| Year | Cash Retainer ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | $21,000 | $84,600 | $105,600 |
| 2023 | $21,000 | $104,200 | $125,200 |
- Commentary: Mix remains cash retainer plus time‑based restricted stock; equity award value decreased year‑over‑year while cash retainer held constant; no director option awards reported for Newman .
Insider Reporting Compliance
| Year | Form 4 Timeliness (Director) | Notes |
|---|---|---|
| 2024 | Compliant (no late filings for Newman) | Late filings noted for Baker, Mina, Spence (not Newman) |
| 2023 | Compliant (no late filings for Newman) | Late filings noted for Spence, Herman, Newcomer, Mina (not Newman) |
Voting Results (Signal of Investor Confidence)
| Proposal (2025 Annual Meeting) | Result | Votes |
|---|---|---|
| Election of Jeffrey B. Newman | Elected | For: 31,370,228; Withheld: 1,098,392; Broker Non‑Votes: 626,676 |
| Say‑on‑Pay (NEO compensation) | Approved | For: 31,789,535; Against: 447,549; Abstain: 231,536; Broker Non‑Votes: 626,676 |
| Say‑on‑Frequency | Triennial preferred | 3 Years: 21,528,943; 1 Year: 10,274,223; 2 Years: 389,637; Abstain: 275,817; Broker Non‑Votes: 626,676 |
Related‑Party Transactions and Policies
- Policies: Related‑person transactions require Audit Committee review; annual questionnaires reviewed by outside counsel; none deemed material for 2024 .
- Disclosures: No related‑party transactions reported in 2024 and 2023 .
Clawback and Trading Policies
- Clawback: Executive Officer Clawback Policy adopted in 2023 to comply with SEC/Nasdaq rules (recoupment for restatements) .
- Insider trading: Insider Trading Policy in place (filed as Exhibit 19.1 to 2024 Form 10‑K); anti‑hedging discouraged though not formalized .
Summary Implications for Board Effectiveness
- Governance oversight: Newman’s dual role as Nominating chair and Audit member enhances independence in director selection and financial oversight .
- Alignment: Equity grants provide some alignment, but his personal share ownership is modest; continued monitoring of grant levels and potential adoption of director ownership guidelines could strengthen alignment .
- Independence and conflicts: No related‑party transactions and no late insider filings for Newman are positive governance signals; combined CEO‑Chair remains a structural consideration for independent oversight .