Michael Passilla
Priority Technology HoldingsAbout Michael Passilla
Michael Passilla is an independent director of Priority Technology Holdings (PRTH), serving since June 2019. He is 58 years old, with a BBA from the University of Notre Dame and an MBA from Northwestern University, and brings senior leadership experience in merchant acquiring and payments from roles at JPMorgan Chase and Elavon/US Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Vice Chairman | Jul 2016 – Jun 2018 | Senior leadership over payments; executive oversight |
| JPMorgan Chase – Chase Merchant Services | Chief Executive Officer | May 2013 – Jun 2016 | Led merchant acquiring business |
| Elavon – US Bank, Inc. | Chief Executive Officer | Aug 2010 – Apr 2013 | Led global payments subsidiary |
| Elavon – US Bank, Inc. | EVP, Global Business Development | Aug 2007 – Aug 2010 | Built global BD capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Passilla |
Board Governance
- Independence and board structure: Passilla is an independent director. The board’s independent directors (including Passilla) meet in regular executive sessions; PRTH combines Chair/CEO roles under Thomas Priore, with risk oversight delegated to the Audit Committee .
- Committee assignments: Audit Committee chair and “financial expert”; member of the Compensation Committee and the Nominating & Corporate Governance Committee .
- Attendance and engagement: In 2024, the Board met 6 times; Audit met 4 times; Compensation met 2 times; Nominating & Governance met 1 time. All directors and all committee members attended all respective meetings .
| Committee | Role | Chair? | Financial Expert? | Meetings in 2024 | Attendance |
|---|---|---|---|---|---|
| Audit | Member | Yes (Chair) | Yes | 4 | 100% attendance for all committee members |
| Compensation | Member | No | — | 2 | 100% attendance for all committee members |
| Nominating & Corporate Governance | Member | No | — | 1 | 100% attendance for all committee members |
Fixed Compensation
- Program structure (independent directors): Annual cash retainer and time-based RSU grant with quarterly vesting; additional cash for committee chairs. In 2024: cash retainer $60,000; Audit Chair +$25,000; Comp Chair +$5,000; Nominating Chair +$5,000; RSUs grant-date fair value $100,000 vesting over four quarters. In 2023: cash retainer $65,000; Audit Chair +$10,000; Comp Chair +$5,000; Nominating Chair +$5,000; RSUs $100,000 vesting over four quarters .
| Metric | 2023 | 2024 |
|---|---|---|
| Passilla Cash Fees ($) | 70,000 | 85,000 |
| Passilla Stock Awards ($) | 100,000 | 100,000 |
| Passilla Total ($) | 170,000 | 185,000 |
| Independent Director Program | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | 65,000 | 60,000 |
| Audit Committee Chair Fee ($) | 10,000 | 25,000 |
| Compensation Committee Chair Fee ($) | 5,000 | 5,000 |
| Nominating & Governance Chair Fee ($) | 5,000 | 5,000 |
| RSU Grant Fair Value ($) | 100,000; vests over four quarters | 100,000; vests over four quarters |
Performance Compensation
- Director equity uses time-based RSUs; no performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director awards. Clawback and anti-hedging/anti-pledging policies, stock ownership requirements, and net hold requirements are part of the company’s risk management framework .
| Equity Grant Metric | 2023 | 2024 |
|---|---|---|
| Award type | RSUs | RSUs |
| Grant-date fair value ($) | 100,000 | 100,000 |
| Vesting cadence | Quarterly over four quarters | Quarterly over four quarters |
| Performance conditions | Not disclosed for directors | Not disclosed for directors |
| Clawback / Anti-hedging / Anti-pledging | Clawback and anti-pledging in policy | Clawback, anti-hedging, anti-pledging, stock ownership requirements, net hold |
Other Directorships & Interlocks
- No current public company directorships reported for Passilla; no interlocks or shared directorships with customers/suppliers disclosed .
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| — | — | — | None disclosed |
Expertise & Qualifications
- Payments and merchant acquiring operator: former CEO of Elavon (US Bank) and Chase Merchant Services; Vice Chairman at JPMorgan Chase .
- Financial expert designation: Serves as Audit Committee financial expert, satisfying NASDAQ and SEC criteria for financial sophistication .
- Education: BBA (Notre Dame), MBA (Northwestern) .
- Age and tenure: Age 58; PRTH director since June 2019 .
Equity Ownership
- Beneficial ownership: 200,169 shares; less than 1% of outstanding; includes shares held via Posillipo Ventures, Inc., of which Passilla is a managing member .
- Shares outstanding for calculation reference: 79,753,476 .
- Anti-pledging/hedging: Covered persons, including directors, are prohibited from hedging or pledging company securities; broader policies include stock ownership requirements and clawbacks .
| Ownership Metric | Value |
|---|---|
| Beneficially owned shares | 200,169 |
| Ownership % of outstanding | Less than 1% |
| Ownership vehicles / notes | Includes shares acquired by Posillipo Ventures, Inc.; Passilla is a managing member |
| Shares outstanding reference | 79,753,476 |
| Pledging/Hedging policy | Prohibited; stock ownership requirements and clawback policy in place |
Insider Trades and Section 16 Compliance
- Delinquent filings: The company disclosed late Form 4s for certain executives in 2024, but did not list Passilla among late filers; all late forms have since been filed .
| Person | Late Form 4s | Status |
|---|---|---|
| Michael Passilla | None disclosed | — |
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; 100% meeting attendance in 2024 across Board and committees; presence of clawback, anti-hedging/pledging policies, stock ownership requirements, and net hold requirements supports alignment and discipline .
- Compensation alignment: Director mix emphasizes equity via $100,000 RSU grants with quarterly vesting, alongside cash fees; Passilla’s 2024 cash fees reflect Audit Chair responsibilities under the updated chair fee schedule, consistent with governance workload .
- Potential watch items: Combined Chair/CEO structure and CEO’s 58.2% beneficial ownership may reduce board leverage—places higher importance on the Audit Chair’s independence and effectiveness; continued monitoring of auditor fees and scope, which increased from 2023 to 2024, is prudent under Audit Committee oversight .
- Conflicts/related-party exposure: No related-party transactions disclosed for Passilla; ownership includes an entity interest (Posillipo Ventures), but no transactions with PRTH are reported in the proxy .