Thomas Priore
Priority Technology HoldingsAbout Thomas Priore
Thomas C. Priore is Chairman and CEO of Priority Technology Holdings (PRTH), serving as CEO since December 1, 2018 and a founding member who served as Executive Chairman from August 2005–November 2018. He is 56 and holds a Harvard undergraduate degree and an MBA from Columbia University. Under his leadership, Priority scaled to the 6th-largest non-bank merchant acquirer in the U.S. by volume (Nilson Report, March 2024), processes ~$130B annually, and administers ~$1.2B in account balances . 2024 performance: revenue +16.4% to $879.7M, adjusted EBITDA +21.3% to $204.3M; 2025 guidance: revenue $965M–$1B, adj. EBITDA $220M–$230M . Pay versus performance shows CAP rising with improved TSR; a $100 investment in PRTH rose to $167 in 2024 after $51 in 2023, while net income improved to $24.0M in 2024 from a loss in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Priority Technology Holdings | Founding member; Executive Chairman; Chairman & CEO | Exec Chair 2005–2018; CEO 2018–present | Built Priority from founder-financed startup to 6th-largest non-bank acquirer; scaled platform across SMB, B2B, and Enterprise . |
| ICP Capital | Founder; Majority Owner; President & CIO | Pre-2005 | Built structured finance leader with >$20B AUM . |
| Guggenheim Securities | Founded Structured Finance Trading & Origination; Managed Fixed Income Sales & Trading | 1999–2003 | Established structured finance and led fixed income trading . |
| PaineWebber | Fixed Income Sales & Trading; Vice President | ~8 years (pre-1999) | Senior roles in fixed income trading . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PSD Partners LP | Managing Member | Pre-2019 | Previously provided management services to Priority; agreement not renewed for 2019 . |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary ($) | $737,500 | $900,000 | $975,000 | $1,200,000 | $1,200,000 |
| Short-term incentive target (% of base) | n/a | n/a | 100% | 100% | 100% |
| Long-term incentive target (% of base) | n/a | n/a | 100% | 100% | 200% |
Notes:
- Short-term and long-term targets were disclosed as % of base beginning in 2022; 2024 increased LT target to 200%, raising at-risk equity exposure .
Performance Compensation
| Year | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2022 | Revenue, Adjusted EBITDA, personal goals | ST: 100% base; LT: 100% base | Achieved 95% of target | Not specifically disclosed for Priore in 2022. |
| 2023 | Revenue, Adjusted EBITDA, personal goals | ST: 100% base; LT: 100% base | Achieved 115% of target | LTI grant Mar 22, 2023; two-year vesting on Mar 22, 2024 and Mar 22, 2025 . |
| 2024 | Revenue, Adjusted EBITDA, personal goals | ST: 100% base; LT: 200% base | Achieved 114% of target | Board approved $1.8M long-term performance award with 3-year cliff; may be settled in cash or stock . |
Additional payout detail (cash/stock):
- Actual bonuses paid: 2022 $1,140,000 ; 2023 $1,380,265 ; 2024 $1,369,566 .
- Stock awards granted (fair value): 2023 $299,039 ; 2024 $600,000 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (2024) | 46,195,310 shares; 60.9% of outstanding (75,792,939) . |
| Beneficial ownership (2025 record date) | 46,419,486 shares; 58.2% of outstanding (79,753,476) . |
| Ownership breakdown | Includes 2,500,000 shares in Thomas C. Priore Irrevocable Insurance Trust and 10,000,000 shares in Thomas Priore 2019 GRAT, both for spouse/children benefit . |
| Unvested equity (12/31/2024) | 243,782 RSUs outstanding; market/payout value $2,864,439; grants: 52,089 (3/22/2023) and 191,693 (2/8/2024) . |
| Anti-hedging/anti-pledging policy | Company prohibits purchasing on margin or pledging for covered persons, including executives and directors . |
| Pledging history (risk) | As of 2021 record date, Priore had pledged substantially 46,113,250 shares under a margin loan agreement (foreclosure risk on default) . |
Stock ownership guidelines: Company discloses existence of stock ownership requirements, net share retention, and clawback policy, but not numeric thresholds in proxy .
Employment Terms
- Agreement type: Thomas Priore is party to a 2014 “Thomas Priore Director Agreement” with Priority Payment Systems Holdings LLC and Pipeline Cynergy Holdings, LLC; he served as Executive Chairman (independent contractor) until Nov 30, 2018 and became CEO Dec 1, 2018 .
- Fees under agreement (pre-CEO): Monthly fee $41,667; discretionary annual fee up to $500,000 (2018) and $600,000 (2019); unpaid amounts accrue 6% interest subject to financing restrictions .
- Termination provision in director agreement: Upon termination, monthly and annual fees continue so long as Priore and affiliates own ≥10% of fully diluted common equity, or until otherwise terminated by mutual agreement/for cause .
- Severance/change-of-control specifics for Priore as CEO: Not disclosed in current proxies (company discloses clawback, anti-hedging/pledging, and general risk policies) .
Board Governance
- Board roles: Priore serves as Chairman and CEO; board explicitly supports combined role at present .
- Independence: Majority independent directors (Crisafulli, Davis, Favilla, Main, Passilla) .
- Committees: Priore is not a member of Audit, Compensation, or Nominating & Governance committees. Chairs: Audit—Passilla; Compensation—Crisafulli; Nominating & Governance—Favilla .
- Board meetings and attendance: Board met 4x in 2023 and 6x in 2024; all directors and committee members attended all meetings .
- Executive sessions: Regularly held among non-management directors .
- Lead Independent Director: Not disclosed; committees are fully independent .
- Family relationships: Priore’s brother John Priore previously served as director; planned retirement announced Feb 27, 2025 .
Director Service History and Dual-Role Implications
- Service history: Director and Chairman since December 2018 .
- Committee roles: None; independent directors chair and populate all committees .
- Dual-role implications: Combined Chair/CEO concentrates authority; mitigants include fully independent key committees and regular executive sessions; however, concentrated ownership (58–61%) limits external checks and may affect perceived independence .
Compensation Summary (multi-year)
| Metric ($) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Salary | $737,500 | $900,000 | $975,000 | $1,200,000 | $1,200,000 |
| Bonus | $874,642 | $2,000,000 | $1,140,000 | $1,380,265 | $1,369,566 |
| Stock Awards (grant-date FV) | $874,642 | $0 | $0 | $299,039 | $600,000 |
| Non-Equity Incentive Comp | $400,000 | $0 | $0 | $327,439 | $0 |
| Total | $2,886,784 | $2,920,885 | $2,138,305 | $3,234,533 | $5,003,399 |
Performance & Track Record
- Scale and rankings: Priority ranked 6th-largest non-bank acquirer (Nilson, Mar 2024); platform processes ~$130B annually with ~1.2M accounts .
- 2024 results: Revenue $879.7M (+16.4% YoY), adjusted EBITDA $204.3M (+21.3% YoY) .
- 2025 outlook: Revenue $965M–$1B, adj. EBITDA $220M–$230M .
- Pay vs performance: CAP for PEO $7.07M (2024) vs $4.92M (2023); TSR value for $100 investment $167 (2024) vs $51 (2023); net income $24.0M (2024) vs $(1.3)M (2023) .
- Strategic actions: Senior credit facilities launched/closed (July–Aug 2025), voluntary term-loan prepayment $10M Feb 28, 2025; ongoing asset acquisitions (2025) .
- Governance development: Special committee formed in Nov 2025 to evaluate a preliminary non-binding take-private proposal; receipt acknowledged by Board .
Risk Indicators & Red Flags
- SEC order (2015): Bar related to prior investment-adviser business; does not prohibit current service as PRTH CEO/Chairman .
- Pledging/hedging: Anti-pledging policy currently in place, but prior margin pledge of ~46.1M shares (2021) presented foreclosure/selling risk in adverse scenarios .
- Related parties: 2019 eTab/Cumulus transactions; Priore had ownership interests in contributed assets; subsequent exchange in 2021 settled preferred interests into PRTH stock for Priore and Ram .
- Concentrated control: Priore beneficially owns 58–61%, limiting outside shareholder influence .
- Section 16(a) compliance: One late Form 4 for Priore; all late filings subsequently addressed .
Compensation Structure Analysis
- Mix shift: Increase of LT target from 100% to 200% of base in 2024 elevates at-risk component, aligning with shareholder outcomes vs .
- Discretionary awards: 2024 board-approved $1.8M long-term performance award (3-year cliff; cash or stock) adds retention and performance tether .
- Equity vs cash: Continued use of RSUs, with specific vesting schedules; March 2023 LTI vests over two years; additional RSU grants in 2024 .
- Clawback and ownership: Policies include clawback, anti-hedging/pledging, stock ownership requirements, net share retention .
Employment Contracts, Severance & CoC Economics
- CEO-specific severance and change-of-control terms are not disclosed in current proxies; director agreement provides continued fee payments post-termination contingent on ≥10% equity ownership .
- Company policies disclose clawback, anti-hedging/pledging, and risk management practices; no gross-up disclosures noted .
Investment Implications
- Alignment: The 2024 increase in long-term incentive target and strong TSR/CAP linkage indicate improved pay-for-performance alignment; concentration of ownership provides long-term orientation but reduces governance independence .
- Selling pressure: Prior margin pledging presents historical overhang; current anti-pledging policy mitigates future risk, but monitoring compliance remains prudent .
- Control/strategic optionality: Majority control coupled with a special committee evaluating a preliminary take-private proposal heightens event risk and potential re-rating; diligence on deal terms and independent committee outcomes is essential .
- Execution track: Multi-year revenue and adjusted EBITDA growth and 2025 guidance support medium-term confidence; continued leverage management (prepayment) and asset acquisitions add to operational momentum .
- Governance: CEO/Chairman dual role and family ties historically raise independence concerns, partially mitigated by fully independent committees and regular executive sessions; investors should track any governance enhancements and the evolution of board composition post-2025 .