Joan M. Herman
About Joan M. Herman
Joan M. Herman, age 68, has served as Executive Vice President since September 2017 and as a director since November 2018. She brings 30+ years of payments industry experience across operations, product development, and sales/marketing on both issuing and acquiring sides, and holds B.A. and M.A. degrees in business and marketing from Webster University. She is currently a management (non‑independent) director at Paysign (PAYS).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunrise Bank | Management positions in operations/product development/sales & marketing | Jun 2012 – Aug 2017 | Payments domain experience |
| UMB Bank | Management positions (payments) | 2010 – 2012 | Issuing/acquiring side experience |
| Heartland Bank | Management positions (payments) | 2006 – 2010 | Banking/payments operations |
| Heartland Payment Systems | Management positions (payments) | 1997 – 2006 | Card business operating roles |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| National Branded Prepaid Card Association (NBPCA) | Director and Treasurer | No | Industry association governance role |
Board Governance
- Independence status: Not independent (management director). The Board determined that Ms. Herman, along with the CEO (Newcomer) and CPO (Lanford), are not independent under Nasdaq rules.
- Committee assignments: None. Current committees are fully composed of independent directors; Ms. Herman is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance.
- Attendance and engagement: The Board met 4 times in 2024, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Years of service on the Board: Director since November 2018.
- Board leadership: CEO also serves as Chairman; the Board believes combined roles are appropriate for Paysign at this time.
- Executive sessions: Non‑management directors meet from time to time without management present.
Fixed Compensation
- Director pay: The “Director Compensation” table covers non‑employee directors only (annual cash fee of $21,000 and RSU awards in 2024). Ms. Herman is not included, indicating she did not receive non‑employee director fees.
- Executive pay disclosure: Ms. Herman is not a Named Executive Officer (NEO) in 2024; therefore, her individual salary/bonus were not disclosed in the Summary Compensation Table.
Performance Compensation
- Structure and metrics: For 2024 and 2023, NEO bonuses were discretionary and not based on any formula or performance targets disclosed; the company states it has not historically tied executive pay outcomes to net income or TSR. No specific performance metrics or targets are disclosed.
| Performance Metric | Target/Weight | Period | Applies to | Notes |
|---|---|---|---|---|
| Formulaic annual bonus metrics | None disclosed | 2024–2023 | Company executives (NEOs) | Bonuses were discretionary, not tied to set metrics |
| Clawback policy | Policy adopted | Effective Oct 2, 2023 and after | Covered executives | SEC/Nasdaq‑compliant recoupment policy |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ms. Herman.
- Private/association boards: NBPCA director and Treasurer.
- Interlocks/conflicts: No related‑party transactions disclosed for 2024; Audit Committee oversees related‑party reviews.
Expertise & Qualifications
- Payments industry leadership across issuing and acquiring; operations, product, sales/marketing; treasurer experience at NBPCA; B.A./M.A. in business/marketing. These competencies underpin board effectiveness in product, operations, and compliance in payments.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Vested/Exercisable or Issuable within 60 days | Notes |
|---|---|---|---|---|
| Joan M. Herman | 824,743 | 1.5% | 25,000 | Percent based on 53,747,674 shares outstanding; includes shares issuable within 60 days |
- Hedging/pledging: No formal anti‑hedging policy; company discourages hedging and requires compliance with Insider Trading Policy. No pledging disclosures specific to Ms. Herman.
- Related‑party exposure: None disclosed for 2024.
Governance Assessment
-
Positives
- Material ownership alignment: 1.5% beneficial stake (824,743 shares), plus 25,000 shares/options issuable within 60 days, aligning interests with shareholders.
- Deep payments domain expertise, executive operating background, and industry association governance role (NBPCA Treasurer) enhance board oversight in core markets.
- Attendance threshold met; all directors attended 2024 annual meeting, supporting engagement.
- Clawback policy in place (SEC/Nasdaq‑compliant), strengthening accountability for incentive compensation.
- No related‑party transactions disclosed for 2024; Audit Committee monitors such matters.
-
Watch‑items / potential concerns
- Non‑independent status with concurrent management role; not serving on key oversight committees (Audit/Comp/Nominating), which concentrates committee oversight among independent directors but limits her formal board‑level oversight channels.
- Company indicates executive bonuses (for NEOs) were discretionary in 2024–2023 with no disclosed performance targets, reducing transparency of pay‑for‑performance linkages; specific metrics for Ms. Herman are not disclosed.
- Anti‑hedging approach is “discouragement” without a formal prohibition, which is less stringent than best‑in‑class policies.
- Combined CEO/Chair structure persists; while the Board defends this, investors often prefer independent board leadership or a robust lead independent director structure (not identified in the proxy).
Bottom line: Herman adds relevant operating expertise and owns a meaningful equity stake, but her non‑independent status and lack of committee roles place more weight on independent directors for formal oversight. The absence of disclosed, formulaic performance metrics for executive incentives remains a governance transparency gap for investors.