Tim O'Leary
Priority Technology HoldingsAbout Tim O'Leary
Tim O’Leary, age 52, is Chief Financial Officer of Priority Technology Holdings (PRTH) since September 19, 2022; he brings 20+ years of capital markets and banking experience and previously led TMT leveraged finance at Truist Securities. He holds an MBA from Indiana University’s Kelley School of Business and a B.A. in Business Administration from Northern Arizona University . Under his tenure, PRTH’s disclosed company-level performance includes Pay‑vs‑Performance TSR rising to $167 for a hypothetical $100 investment in 2024 (from $51 in 2023), and net income improved to $24,015k in 2024 (from losses in prior years) . PRTH highlights 2021–2023 CAGR of Revenue +21% and Adjusted EBITDA +32% and operating scale of ~$130B annual transaction activity and ~$1.2B in administered balances across ~1.2M customer accounts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Truist Securities | Managing Director & Group Head, TMT Leveraged Finance | Pre‑Sep 2022 | Led financings for numerous payment and technology companies, including Priority |
External Roles
None disclosed for O’Leary in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $107,693 | $400,000 | $400,000 |
| Target Bonus (%) | Up to 65% of base | Up to 65% of base | Up to 65% of base |
| Actual Bonus Paid ($) | $69,701 (prorated) | $260,000 | $260,000 |
| All Other Compensation ($) | $0 | $13,200 (401k match) | $13,800 (401k match) |
Performance Compensation
Equity Awards (RSUs)
| Detail | 2022 Grant | 2023 Grant | 2024 Grant |
|---|---|---|---|
| Grant date | Sep 19, 2022 | Sep 19, 2023 | Sep 19, 2024 |
| RSUs granted (shares) | 149,254 | 185,185 | 94,488 |
| Stock awards fair value ($, SCT) | $611,941 | $600,000 | $600,000 |
| Vesting schedule | Equal annual tranches over 3 years (anniversary date) | Equal annual tranches over 3 years (anniversary date) | Equal annual tranches over 3 years (anniversary date) |
Outstanding Unvested RSUs at Year End
| Metric | 2023 YE | 2024 YE |
|---|---|---|
| Unvested RSUs (shares) | 284,687 (99,502 from 2022; 185,185 from 2023) | 267,695 (49,751 from 2022; 123,456 from 2023; 94,488 from 2024) |
| Market/Payout Value of Unvested RSUs ($) | $1,013,486 | $3,145,416 |
Annual Incentive Plan (Cash)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Performance metrics | Not disclosed (discretionary) | Not disclosed (discretionary) | Not disclosed (discretionary) |
| Weighting | Not disclosed | Not disclosed | Not disclosed |
| Target | 65% of base salary | 65% of base salary | 65% of base salary |
| Actual | Prorated $69,701 | $260,000 | $260,000 |
| Payout | Cash | Cash | Cash |
| Vesting | N/A (cash bonus) | N/A (cash bonus) | N/A (cash bonus) |
Note: PRTH discloses CFO annual bonuses as discretionary with a target up to 65% of base; specific quantitative performance metrics/weightings for O’Leary are not itemized in proxies .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | Not disclosed in table | 49,752 | 137,966 |
| Ownership % of outstanding | — | <1% | <1% |
| Unvested RSUs (shares) | 284,687 | 267,695 | — |
| Market value of unvested RSUs ($) | $1,013,486 | $3,145,416 | — |
| Stock ownership guidelines | Policy exists; details not quantified | ||
| Pledging/Hedging | Prohibited by policy |
Employment Terms
| Term | Detail |
|---|---|
| Start date | Appointed CFO effective Sep 19, 2022 |
| Base salary | $400,000; paid bi‑weekly |
| Target annual bonus | Eligible; target up to 65% of base salary |
| Annual LT equity target | Eligible discretionary annual RSU award targeted at $600,000; 3‑year equal annual vesting |
| Benefits | Eligible for company executive benefits including vacation and 401(k) match |
| Severance | Not disclosed in proxies/8‑K appointment |
| Change‑of‑control | Not disclosed for CFO; company highlights clawback/ownership/anti‑hedging/anti‑pledging practices |
| Clawback policy | Policy disclosed at program level |
| Non‑compete / Non‑solicit | Not disclosed |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment based on TSR ($) | $75 | $51 | $167 |
| Net income (loss) ($000s) | $(2,150) | $(1,311) | $24,015 |
- Company highlights: Revenue CAGR +21% (2021–2023) and Adjusted EBITDA CAGR +32% (2021–2023) .
- Scale and franchise: ~1.2M customer accounts; ~$130B annual transaction activity; ~$1.2B administered balances .
Insider Activity, Vesting Calendar, and Selling Pressure
- Section 16(a) status: Tim O’Leary is not listed among late Form 4 filers in PRTH’s 2023–2025 proxies (late filers named were other executives) .
- RSU vesting cadence: All CFO RSU grants vest in three equal annual tranches on each anniversary of grant dates (Sep 19, 2022; Sep 19, 2023; Sep 19, 2024), which can create mechanical supply as tranches settle; monitor Form 4s around annual September vesting windows .
Compensation Structure Analysis
- Mix and at‑risk pay: Compensation is base salary $400k with meaningful at‑risk components—discretionary annual cash bonus (target 65% of base) and annual RSU grants targeted at $600k with three‑year vest; no stock options disclosed for CFO in 2022–2024 SCT, indicating preference for RSUs vs. options (lower risk vs. options) .
- Year‑over‑year stability: Base salary unchanged ($400k) in 2023–2024; RSU target consistently $600k; annual bonus paid at $260k in both 2023 and 2024, suggesting stable cash outcomes tied to discretionary and performance assessment .
- Governance protections: Anti‑hedging/anti‑pledging policies, stock ownership requirements, net share retention/hold and clawback policy disclosed at program level; details of multiples and compliance status for individuals not quantified .
Investment Implications
- Alignment: O’Leary’s pay structure is equity‑heavy via multi‑year RSUs and a recurring $600k LT equity target, aligning incentives with shareholder value creation, while anti‑hedging/pledging reduces misalignment risk .
- Supply/flow watch: Equal annual RSU vesting on anniversary dates (September) creates predictable settlement windows—monitor Form 4s and any 10b5‑1 plans for selling pressure around vesting events .
- Retention: Stable salary and bonus outcomes coupled with recurring RSU awards indicate ongoing retention investment; absence of disclosed severance/CoC terms limits clarity on exit economics—track future agreements/8‑Ks for changes .
- Corporate action overlay: A November 2025 preliminary take‑private proposal and special committee review could impact executive equity treatment (possible accelerated vesting subject to plan terms); CFO signed the 8‑K—monitor ensuing transaction filings for change‑of‑control provisions and award treatment .