Robert P. Strobo
About Robert P. Strobo
Robert P. Strobo, Esq. is General Counsel, Chief Legal Officer, and Secretary of Paysign, Inc. (PAYS), a role he has held since October 2018. He is 46 years old, with a B.A. in Psychology and Philosophy from the University of Kentucky and a J.D. from DePaul University College of Law. Prior to PAYS, he served as Deputy General Counsel and Vice President at Republic Bank & Trust Company (2005–2018), specializing in prepaid card issuance and non‑traditional banking (small‑dollar lending, commercial lending, payments, tax‑related products) . Company pay-versus-performance disclosures show PAYS net income declined to $3.82M in 2024 from $6.46M in 2023 while 3‑year TSR (from a $100 base) stood at $108 in 2024; the company notes executive pay is not tightly tied to financial metrics like TSR or net income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Republic Bank & Trust Company | Deputy General Counsel and Vice President | 2005–2018 | Prepaid card issuance and non‑traditional banking expertise supports PAYS’s regulated payments operations |
| Paysign, Inc. | General Counsel, Chief Legal Officer, Secretary | Oct 2018–present | Oversees legal, compliance, securities and governance; corporate secretary for board/annual meeting processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commonwealth Theatre Center (non‑profit) | Chairman of the Board | Not disclosed | Community leadership; no related‑party transactions disclosed at PAYS |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 375,000 | 467,308 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 194,152 | 226,934 |
| All Other Compensation ($) | 5,500 (401(k) match/profit‑sharing) | 4,800 (401(k) match/profit‑sharing) |
| Notes | Bonuses were discretionary, not formula/metric‑based | Bonuses were discretionary, not formula/metric‑based |
Performance Compensation
Long‑Term Equity Awards (granted earlier, vesting ongoing)
| Grant Date | Instrument | Shares/Options | Grant Date Fair Value ($) | Vesting Schedule | Vested Through 12/31/2024 | Unvested @ 12/31/2024 (sh) | Unvested Market Value ($) |
|---|---|---|---|---|---|---|---|
| Jul 2022 | Restricted Stock (Time‑based) | 320,000 | 579,200 | 20% per year over 5 years, on grant anniversary, continued employment required | 128,000 | 192,000 | 579,840 (at $3.02/pshare 12/31/24) |
| Mar 2020 | Stock Options | 50,000 | Not disclosed | 25% per year over 4 years (time‑based) | 50,000 (fully vested by 12/31/24) | 0 | N/A |
Notes:
- No new equity awards were granted to Strobo in 2023–2024; his LTIs are time‑based RS and options (no PSUs) .
- Company states NEO bonuses are discretionary, not conditioned on pre‑set performance metrics; company “has not historically looked to net income” to guide executive performance .
Annual Incentive Plan (cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Discretionary bonus | N/A | N/A | Board‑determined | $194,152 (2023) ; $226,934 (2024) | Paid in cash; no vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 259,811 shares as of March 19, 2025; “<1%” of outstanding |
| Shares Outstanding (context) | 53,747,674 shares (record date March 10, 2025) |
| Included within Beneficial Ownership | 50,000 options exercisable/issuable within 60 days included for Strobo |
| Vested vs. Unvested | RS Unvested: 192,000 shares (time‑vest) at 12/31/2024 |
| Upcoming Vesting Cadence | RS vests 20% annually on each July grant anniversary through 2027, subject to continued employment |
| Pledging/Hedging | Hedging discouraged; insider trading policy prohibits pledging and margin accounts for directors/officers/employees |
| Blackout/Trading Windows | Designated insiders face blackout from 15 days before quarter‑end to 2nd business day after earnings release; pre‑clearance required |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | None; PAYS is an at‑will employer |
| Severance (termination without cause) | No severance or separation arrangements for NEOs |
| Change‑in‑Control (CIC) | No CIC cash multiples; no CIC-specific benefits; no automatic acceleration disclosed for NEOs |
| Clawback | Executive Officer Clawback Policy (Nov 30, 2023); recovers erroneously awarded incentive‑based pay after “Big R” or “little r” restatements; applies to stock‑price/TSR metrics via reasonable estimation; no indemnification for recovery |
| Anti‑Hedging | No formal policy, but hedging/monetization discouraged and subject to insider trading policy |
| Insider Trading Controls | Pre‑clearance and blackout windows; Rule 10b5‑1 plan guidelines with cooling‑off periods |
Ownership Table (Beneficial Owners and NEOs – excerpt for Strobo context)
| Name | Shares Beneficially Owned | % of Class |
|---|---|---|
| Robert P. Strobo | 259,811 (includes 50,000 options exercisable/issuable within 60 days) | <1% |
Performance & Track Record (Company context during his tenure)
- Net income and TSR: Net income was $3.82M in 2024 (down from $6.46M in 2023); a $100 initial investment measured TSR at $108 in 2024 and $109 in 2023; company states executive pay is not tightly tethered to TSR/net income .
- Stock price volatility: In 2024, shares traded between $2.50–$5.48; 2023 range $1.69–$3.98, underscoring volatility relevant to equity award value and potential option monetization .
- Governance/controls: Insider trading program and clawback policy updated to meet SEC/Nasdaq requirements (2023); cybersecurity controls and board oversight articulated in 10‑K .
Related Party Transactions and Compliance
- Related party transactions: None in 2023–2024 involving directors/NEOs or 5% holders; audit committee oversees related party review .
- Section 16 filings: 2024 late filings noted for certain individuals (CFO, director, >5% holder), but none reported for Strobo; 2023 late filings also did not include Strobo .
Compensation Structure Analysis (signals)
- Cash vs. equity mix: 2023–2024 comp for Strobo was primarily salary + discretionary cash bonus; no new equity grants; existing LTIs are time‑based RS and options (less performance‑contingent vs. PSUs) .
- Discretionary bonuses: Awarded despite declining net income in 2024; company explicitly notes it does not historically tie NEO pay to net income or TSR, a potential alignment risk .
- No severance/CIC: Absence of severance/CIC protections reduces shareholder cost risk in transitions but may increase retention risk vs. market peers .
- Clawback: SEC/Nasdaq‑compliant clawback policy in place, strengthening governance over incentive compensation –.
Investment Implications
- Alignment: Strobo holds <1% ownership (259,811 shares including 50,000 options), with 192,000 unvested RS shares scheduled to vest through 2027, creating ongoing equity exposure and potential selling supply around vesting dates; however, pledging is prohibited and hedging discouraged, and blackout windows/pre‑clearance tightly control trading .
- Pay‑for‑performance: Discretionary bonuses and time‑based equity (no PSUs) indicate weaker direct linkage to financial/TSR metrics; company acknowledges compensation “not directly correlated” with TSR and “not historically” guided by net income, which investors may view as a governance/alpha risk if results soften .
- Retention/transition risk: Lack of employment/severance/CIC agreements could elevate retention risk for key legal/compliance leadership in a regulated payments business, though ongoing unvested RSUs provide retention hooks .
- Trading signals: Upcoming annual RS vesting tranches (typically in July) may create minor, periodic selling overhangs if shares are sold to cover taxes or diversify; strict insider trading controls and potential use of Rule 10b5‑1 plans can smooth execution .
- Governance: Presence of a compliant clawback policy and prohibition on pledging are positives; absence of related party transactions is clean; no ownership guideline disclosure leaves one gap vs. many governance best practices – .
Overall, Strobo’s incentives are primarily time‑based with meaningful unvested RSU run‑off and no outsized severance/CIC protections. The design provides retention via vesting but offers limited direct pay linkage to financial/TSR outcomes; investors should monitor annual bonus discretion, RSU vesting cadence, and any adoption of performance‑conditioned equity in future proxies.