Marc Crisafulli
Priority Technology HoldingsAbout Marc Crisafulli
Marc Crisafulli (age 56) is an independent director of Priority Technology Holdings, appointed in 2022. He brings 30+ years of legal, compliance, and regulatory governance experience, currently serving as Counsel at Nixon Peabody; prior roles include EVP, Government Relations, Legal and Regulatory at Bally’s Corporation, senior leadership at Brightstar and Suffolk Construction, and Managing Partner at Hinckley Allen & Snyder . The Board has affirmatively determined him to be independent under Nasdaq rules . Board attendance in 2024 was 100% for the Board and all committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bally’s Corporation | EVP, Government Relations, Legal & Regulatory | — | Senior legal/regulatory leadership |
| Brightstar Corporation | Senior leadership | — | Compliance/regulatory exposure |
| Suffolk Construction Company | Senior leadership | — | Operations/legal exposure |
| Hinckley Allen & Snyder | Managing Partner | — | Law firm leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Nixon Peabody | Counsel | Active legal counsel |
| Bally Corporation’s Rhode Island Board | Chair | Oversight role in RI |
| Pavillion Payments | Director | Payments-sector board role |
| Rhode Island I-195 Redevelopment District Commission | Chair | State redevelopment oversight |
Board Governance
- Committee assignments (2025): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Independent director under Nasdaq listing standards .
- Attendance: 100% attendance at Board and all committee meetings in 2024 .
- Board leadership context: Chairman and CEO roles combined (Thomas Priore), with executive sessions of non-management directors held regularly .
| Governance Item | Status |
|---|---|
| Audit Committee | Member |
| Compensation Committee | Chair |
| Nominating & Corporate Governance | Member |
| Independence | Independent (Nasdaq) |
| 2024 Attendance | 100% Board and committees |
| Executive Sessions | Held regularly |
Fixed Compensation
| Component | Amount (USD) | Terms |
|---|---|---|
| Annual cash retainer | $60,000 | Paid monthly; subject to financing restrictions |
| Committee chair fee (Compensation) | $5,000 | Additional cash for chair role |
| Total cash fees (2024) | $65,000 | Sum of retainer + chair fee |
| Meeting fees | Not disclosed | None stated |
| Payment restrictions | 6% per annum interest accrual if restricted under financing agreements until payable |
Performance Compensation
| Equity Type | Grant Date Fair Value (USD) | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Restricted stock | $100,000 | Vests over four quarters | None disclosed for directors (time-based vesting) |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock Considerations |
|---|---|---|
| Bally Corporation’s Rhode Island Board | Chair | Gaming sector; no PRTH related-party transactions disclosed in proxy |
| Pavillion Payments | Director | Payments sector; no PRTH related-party transactions disclosed in proxy |
| RI I-195 Redevelopment District Commission | Chair | Public sector oversight; unrelated to PRTH operations |
| Nixon Peabody | Counsel | Legal role; no disclosed PRTH conflicts |
Expertise & Qualifications
- 30+ years in legal, compliance, and regulatory governance across corporate and law firm settings .
- Compensation committee leadership experience at PRTH; broad exposure to audit and nom/gov practices .
- Government relations and regulatory execution (Bally’s), suggesting proficiency in stakeholder management and policy risk .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate % of Outstanding |
|---|---|---|
| Marc Crisafulli | 80,495 | <1% |
Context: PRTH outstanding shares were 79,753,476 as of the record date; Thomas Priore controls 58.2%, indicating a controlled company environment that can affect governance dynamics .
Governance Assessment
-
Strengths:
- Independent director; full attendance and active committee leadership (Compensation Chair), supporting board effectiveness .
- Director equity grants and moderate cash retainer indicate alignment via equity-based compensation for non-employee directors .
- Company-level governance policies: clawback, anti-hedging, anti-pledging, stock ownership requirements for equity grants, improving alignment and risk controls .
-
Risks and Red Flags to monitor:
- Controlled company dynamics: CEO/Chair combined, and 58.2% beneficial ownership by Thomas Priore may limit minority shareholder influence; underscores the importance of strong independent committee leadership .
- Payment restriction clause for director fees tied to financing arrangements (with 6% interest accrual) signals potential covenant constraints and liquidity discipline; while not a direct conflict, it is an atypical feature that investors should monitor .
- External roles in the payments ecosystem (Pavillion Payments) and gaming (Bally’s RI Board) could create perceived interlock risks; no related-party transactions are disclosed in the proxy, but ongoing surveillance is prudent .
-
Compensation structure implications:
- 2024 mix for Crisafulli: $65,000 cash vs. $100,000 equity (time-based), reinforcing long-term alignment without performance-conditioned metrics; absence of meeting fees reduces pay complexity .
- Committee chair premium is modest ($5,000), which supports a balanced, non-inflationary pay design .
-
Engagement:
- 100% attendance and executive sessions held regularly indicate healthy board process and independent oversight cadence .
Overall signal: As Compensation Committee Chair with full attendance and independent status, Crisafulli supports governance quality at PRTH. The controlled-company structure and financing-linked director fee feature warrant investor attention, but no direct conflicts or related-party exposures are disclosed for him in the latest proxy .