Clayton Main - Director | Priority Technology Holdings (PRTH) Executive Profile & Compensation

About Clayton Main

Clayton Main (age 46) is an independent director of Priority Technology Holdings, Inc. (PRTH). He is a Partner and Investment Committee member at Bregal Sagemount with two decades in investment management, structured finance, and capital markets; previously he spent 12 years at Goldman Sachs as a founding member of the Specialty Lending Group. He holds a BBA from Southern Methodist University (magna cum laude with Honors in Business). Independence has been affirmatively determined by the Board under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Goldman, Sachs & Co.	Founding member, Specialty Lending Group; led Southwest U.S. business development; originated/structured/managed leveraged transactions	12 years (dates not disclosed)	Built origination platform across industries

External Roles

Organization	Role	Tenure	Focus/Scope
Bregal Sagemount	Partner and Investment Committee member	Not disclosed	Helps oversee $7.5B across senior debt, junior debt, structured equity in software, fintech, and business services

Board Governance

Item	Detail
Independence status	Independent director (Board determination under Nasdaq rules)
Board & Committee attendance (2024)	Board met 6x; Audit 4x; Nominating & Governance 1x; Compensation 2x; all directors and all committee members attended all meetings (100% attendance)
Committee memberships (current)	Audit Committee (member); Compensation Committee (member); Nominating & Governance Committee (member). No chair roles
Audit Committee financial expert	Michael Passilla (not Main)
Executive sessions	Executive sessions of non-management directors held regularly
Board leadership	CEO also serves as Chairman (combined role)

Fixed Compensation

Component	2023 Program (for FY2023, disclosed in 2024 proxy)	2024 Program (for FY2024, disclosed in 2025 proxy)
Annual cash retainer (independent directors)	$65,000, paid monthly	$60,000, paid monthly
Annual equity retainer	$100,000 in restricted stock; vests over four quarters	$100,000 in restricted stock; vests over four quarters
Audit Committee Chair fee	$10,000	$25,000
Nominating & Governance Chair fee	$5,000	$5,000
Compensation Committee Chair fee	$5,000	$5,000
Meeting fees	None disclosed	None disclosed

Notes:

The 2024 Director Compensation table (covering FY2024) lists individual totals for other directors; Mr. Main does not appear in the FY2024 table, implying service or compensation may have commenced after the 2024 fiscal year cut-off. His ongoing compensation would be expected to follow the independent director program above unless otherwise approved .

Performance Compensation

Component	Disclosed for Directors?
Performance-based cash or equity tied to metrics (e.g., revenue, EBITDA, TSR)	Not disclosed for non-employee directors; program consists of fixed cash retainer and time-vested restricted stock

Other Directorships & Interlocks

Company	Exchange/Ticker	Role	Committees
None disclosed in PRTH proxy for Mr. Main	—	—	—
No other public company directorships were disclosed for Mr. Main in the PRTH proxy; his biography lists investment roles, not outside public board seats .

Expertise & Qualifications

Structured finance and capital markets expertise from 12 years at Goldman Sachs Specialty Lending Group; originated and managed leveraged transactions .
Growth equity and private credit investing experience; oversees multi-billion capital pools at Bregal Sagemount with sector focus in software/fintech/business services .
Academic credentials: BBA, SMU, magna cum laude with Honors in Business .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding Shares	Notes
Clayton Main	1,900	<1%	As of record date 4/16/2025; 79,753,476 shares outstanding

Anti-hedging/anti-pledging: The company discloses anti-hedging and anti-pledging restrictions within its risk management practices for equity awards; the 2024 proxy explicitly prohibited pledging, and the 2025 proxy highlights clawback, anti-hedging, anti-pledging, and stock ownership requirements in compensation design .

Insider Trades

Indicator	Detail
Section 16(a) compliance	The company’s 2025 proxy disclosed late Form 4s for several officers; Mr. Main was not listed among late filers (i.e., no delinquencies disclosed for him) .

Governance Assessment

Strengths for investor confidence
- Independent director serving on all three key committees, indicating broad engagement and oversight exposure; 100% attendance reported across Board and committees in 2024 .
- Background in credit, structured finance, and fintech investing enhances Audit and Compensation Committee oversight quality for a payments/fintech issuer .
- Board affirms independence under Nasdaq rules ; no Section 16 filing delinquencies disclosed for Mr. Main .
Potential conflict watchpoints
- As a Partner at Bregal Sagemount investing in fintech and business services, ongoing monitoring is warranted for any transactions involving portfolio companies that could create related-party issues. The proxy affirms independence; no related-party transactions involving Mr. Main are disclosed in the sections provided; continued disclosure vigilance advised .
Compensation and alignment
- Director pay is standard market structure (cash retainer + time-based restricted stock) with no performance metrics; equity component supports alignment but lacks explicit performance linkage for directors .
- Ownership currently modest (1,900 shares, <1%); company cites anti-hedging/anti-pledging and clawback practices that support alignment and risk control .
Contextual board governance considerations
- CEO/Chairman roles are combined, increasing the reliance on independent directors and committee processes; executive sessions of non-management directors are held regularly .
RED FLAGS
- None specific to Mr. Main identified in the proxy: independence affirmed; no late Section 16 filings disclosed; no chair roles that could concentrate influence; no disclosed related-party transactions involving him in the reviewed sections .