Ranjana Ram
Priority Technology HoldingsAbout Ranjana Ram
Ranjana Ram is Chief Operating Officer at Priority Technology Holdings (PRTH), age 42 as of the 2025 proxy, and a CFA charterholder with a background in structured credit and portfolio strategy . Under PRTH’s recent performance disclosures, the company reported FY 2024 net income of $24.0 million in its pay-versus-performance table, with the $100 TSR reference growing to $167 (vs. $51 in 2023), indicating stronger shareholder returns over the 2020–2024 window . Operationally, PRTH highlighted scale metrics (1.2 million customer accounts; ~$130B annual transaction activity; ~$1.2B administered balances) and Q1 2024 growth of 11.2% revenue and 23.1% adjusted EBITDA year-over-year, reflecting execution on integrated payments and banking at scale .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Institutional Credit Partners (investment bank) | Director | Not disclosed | Led over $7 billion in publicly rated structured credit securitizations |
| Credit Suisse | Portfolio and investment strategies | Not disclosed | Focused on portfolio/investment strategies; foundation for data-driven capital allocation |
External Roles
Proxy biographies do not list any current public-company board roles for Ms. Ram; her background is positioned as an operating executive with capital markets expertise .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $375,000 | $375,000 |
| Target Bonus % of Salary | 50% | 50% |
| Actual Annual Bonus Paid | $187,500 | $187,500 |
| All Other (401(k) match) | $13,200 | $13,800 |
| Total Reported Compensation | $575,700 | $2,439,700 |
Notes:
- Ms. Ram’s bonus is discretionary with a target up to 50% of base; actual cash bonus awarded was $187,500 in both FY 2023 and FY 2024 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Payout Mechanics |
|---|---|---|---|---|---|
| RSUs | Jun 26, 2024 | 385,000 | $1,863,400 | Vest equally on anniversary date over 3 years (one-third per year) | Equity-settled RSUs; non-option equity, no strike/expiration |
| Options | — | — | — | — | No option awards reported |
- Outstanding at 2024 year-end: 385,000 unvested RSUs, with an indicated market/payout value of $4,523,750 in the proxy table .
- No specific personal performance metrics disclosed for Ms. Ram’s awards; her cash bonus and equity grants are described as discretionary for “meaningful contributions” .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Vested vs. Unvested Detail |
|---|---|---|---|
| Record date Mar 25, 2024 (2024 proxy) | 252,956 | <1% (75,792,939 shares outstanding) | Unvested awards for Ms. Ram not listed in 2023 YE table; RSUs granted in 2024 |
| Record date Apr 16, 2025 (2025 proxy) | 686,389 | <1% (79,753,476 shares outstanding) | 385,000 RSUs unvested at 2024 YE; vesting one-third annually |
| Record date early 2023 (2023 proxy) | 627,184 | <1% (76,393,191 shares outstanding) | Pre-2024 grants not enumerated for Ms. Ram in 2022 YE awards table |
Alignment policies:
- PRTH maintains anti-hedging and anti-pledging policies; its securities trading policy also prohibits purchasing company stock on margin or pledging as collateral .
- Stock ownership requirements, net share retention ratio, and net-hold rules are part of PRTH’s risk management practices for executives .
Insider filing compliance:
- Two late Form 4s were noted for Ms. Ram; the company reports all have since been filed .
Employment Terms
- Bonus framework: Discretionary annual bonus targeted up to 50% of base salary; actual $187,500 for FY 2024 .
- Clawbacks/controls: Company discloses a clawback policy, anti-hedging/pledging rules, and stock ownership requirements for executives .
- Insider Trading Policy governs executive transactions and is available via the company’s filings .
- Specific employment contract terms (start date, term, non-compete/non-solicit, severance, change-of-control multiple, accelerated vesting) are not disclosed for Ms. Ram in the reviewed materials.
Compensation Committee Analysis
| Committee | Members (2025) | Chair | Independence |
|---|---|---|---|
| Compensation Committee | Marc Crisafulli, Marietta Davis, Christina Favilla, Clayton Main, Michael Passilla | Crisafulli | All members independent under NASDAQ rules |
Context:
- 2024 proxy notes a prior chair (Stephen Hipp) passed away in 2023; committee composition was updated accordingly .
- Committee retains sole authority over executive/director compensation and incentive plan awards .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (USD thousands) | $(2,150) | $(1,311) | $24,015 |
| TSR Value of $100 Investment (since 12/31/2020) | $75 | $51 | $167 |
Operating growth snapshot:
- Q1 2024 results: Revenue $205.7M (+11.2% YoY), adjusted gross profit $76.4M (+21.2% YoY), adjusted EBITDA $46.3M (+23.1% YoY) .
Risk Indicators & Red Flags
- Late Section 16(a) filings: Ms. Ram had two late Form 4s (company states all have been filed) .
- Pledging risk: Company policy prohibits pledging/margin transactions, reducing alignment concerns from collateralization .
- Equity vesting supply: 385,000 RSUs vest evenly over three years; upcoming vestings can create mechanical insider selling pressure for tax/portfolio reasons absent offsetting purchases .
- Pay transparency: Ms. Ram’s awards and bonuses are discretionary; specific individual performance metrics (e.g., revenue/EBITDA goals, ESG) were not disclosed for her grants .
Compensation Structure Analysis
- Mix shift to equity: Ms. Ram’s FY 2024 compensation included a material RSU grant ($1.863M grant-date fair value), lifting total comp to $2.44M from $0.58M in FY 2023—suggesting retention and alignment emphasis via multi-year equity .
- Guaranteed vs. at-risk: Base remained $375k; the larger 2024 package is predominantly at-risk equity with three-year vesting .
- Options vs. RSUs: No options reported; awards are RSUs, which carry less performance risk than options and can be more retention-focused .
- Governance controls: Presence of clawbacks, ownership requirements, and anti-hedging/pledging indicates attention to pay-risk balance .
Investment Implications
- Alignment and retention: A sizable, time-based RSU grant with three-year equal vesting aligns Ms. Ram’s incentives with sustained execution and supports retention through staged vesting .
- Potential selling pressure: Annual RSU vesting can create periodic supply; monitor Form 4s near vest dates for tax withholdings or dispositions .
- Skin-in-the-game: Beneficial ownership remains <1%, though equity incentives are increasing; ownership guidelines and net-hold rules partially mitigate alignment concerns .
- Performance momentum: Company TSR improved markedly in the FY 2024 PVP table and Q1 2024 growth was robust; continued delivery should support incentive realizations and reduce execution risk .