David Guthrie
About David Guthrie
David Guthrie (age 58) is Chief Technology Officer at Repay Holdings Corporation (RPAY), serving since January 2022. Prior to RPAY, he founded Guthrie Technology Services (2017–2021), held CIO/CISO roles at Sharecare, and was EVP & CTO at Premiere Global Services (PGi); earlier, he was on the founding team of Medcast Networks (acquired by WebMD) . Company performance metrics relevant to incentive alignment include 2024 gross profit growth of 6%, Adjusted EBITDA growth of 11%, and Free Cash Flow conversion of 75% . RPAY’s relative TSR for the 1/1/2022–12/31/2024 PSU performance period was −55.83%, ranking at the 28.55th percentile and resulting in a 57.1% payout for the 2022 PSUs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Premiere Global Services (PGi) | EVP & CTO | 2003–2016 | Led technology organization, enterprise collaboration infrastructure, and product technology . |
| Guthrie Technology Services | Founder/Principal | 2017–2021 | Advised tech-centric companies; oversight of security, IT systems, M&A assessments . |
| Sharecare, Inc. | CIO/CISO | Not disclosed (during 2017–2021 period) | Led security and IT; due diligence for M&A; enterprise systems . |
| Medcast Networks (acquired by WebMD) | Founding team member | Not disclosed | Early healthcare information platform; strategic exit to WebMD . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Guthrie Technology Services | Technology advisory principal | 2017–2021 | Supported multiple technology companies’ security, IT, and transaction assessments . |
| Sharecare, Inc. | CIO/CISO | Not disclosed | Enterprise security posture and IT systems governance . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $400,000 | $410,000 |
| Target Bonus (% of base) | 50% | 75% | 75% |
| Actual AIP payout (% of target) | 25% | 92.5% | 97.8% |
| Actual AIP bonus ($) | $41,450 | $258,229 | $299,359 |
Performance Compensation
Annual Incentive Plan (AIP) – 2023 (applies to Guthrie; non-business unit leader)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $130.0m | $130.0m | $148.0m | $126.9m | 90% for EBITDA metric |
| Individual Performance | 25% | 50% | 100% | 200% | 100% (Guthrie) | 100% for individual metric |
| Overall AIP payout | — | — | — | — | — | 92.5% of target; bonus $258,229 |
Annual Incentive Plan (AIP) – 2022 (applies to Guthrie)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $128.0m | $134.0m | $141.6m | $124.6m | 0% for EBITDA metric |
| Individual Performance | 25% | 50% | 100% | 200% | 100% (Guthrie) | 100% for individual metric |
| Overall AIP payout | — | — | — | — | — | 25% of target; bonus $41,450 |
AIP Program Design – 2025 (committee approval)
- Structure: 75% based on Company financial goals (Adjusted EBITDA) and 25% based on individual goals; business unit leaders use a combination of business unit Gross Profit and Adjusted EBITDA; payouts 0–200% via straight-line interpolation .
Long-Term Incentives and Equity Awards
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| 2/23/2022 | Time-based RSA | 24,213 | $307,747 | RSAs vest in equal annual installments over 4 years |
| 2/23/2022 | PSUs (Relative TSR) | 24,213 | $307,747 | 3-year performance (relative TSR vs Russell 2000) |
| 3/19/2023 | Time-based RSA | 89,723 | Included in 2023 stock awards $1,345,836 | Time-based vesting over 4 years |
| 3/19/2023 | PSUs | 89,722 | Included in 2023 stock awards $1,345,836 | 3-year performance period |
| 2/19/2024 | Time-based RSA | 74,057 | Included in 2024 stock awards $1,381,369 | Time-based vesting over 4 years |
| 5/30/2024 | PSUs – EBITDA | 30,386 | Market/payout value shown in 2025 table [$231,845] | 3-year internal financial metric (EBITDA) |
| 5/30/2024 | PSUs – TSR | 30,387 | Market/payout value shown in 2025 table [$231,853] | 3-year relative TSR |
| 2/23/2022–12/31/2024 | 2022 PSUs – TSR payout | — | — | Payout at 57.1% based on 28.55th percentile TSR; RPAY TSR −55.83% |
Stock Options (Performance-Based)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 3/19/2023 | 88,339 | 198,868 | $6.13 | 3/18/2030 | Performance-based stock options granted to NEOs (excluding CEO) in 2023 |
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % of Class | Components (exercisable options) | Components (restricted stock unvested) | Pledging/Hedging | Ownership Guidelines | Compliance |
|---|---|---|---|---|---|---|---|
| April 16, 2025 | 358,873 | <1% | 88,339 options currently exercisable | 200,779 restricted shares subject to time-based vesting | No director or executive officer has pledged shares; anti-hedging/anti-pledging policy in place | Executives must hold 3× base salary; counts RS/RSU; options excluded | As of last annual review, executive officers were in compliance (5-year ramp applies) |
- Stock ownership guidelines, clawback policy, double-trigger CIC vesting, and no tax gross-ups are explicitly stated practices .
Employment Terms
- Employment Agreement (January 20, 2022; amended March 20, 2023): base salary ≥$350,000, target annual bonus 75% of base, employee benefit participation .
- Severance: If terminated without Cause/for Good Reason/non-renewal → cash severance equal to base salary + target bonus paid over 18 months; time-based equity vests through severance period; performance equity remains eligible based on performance through severance period; stock options remain outstanding until earlier of severance period end or original expiry. Change-in-control within 24 months increases severance period to 30 months (“double trigger”) .
Potential Payments (as of 12/31/2024; RPAY closing price $7.63 used in proxy calculations)
| Payment/Benefit | Termination Without Cause/Good Reason | CIC Termination (Double Trigger) | Incapacity | Death |
|---|---|---|---|---|
| Base Salary (cash) | $615,000 | $1,025,000 | — | — |
| Annual Bonus (AIP) | $760,609 | $1,068,109 | $299,359 | $299,359 |
| Acceleration – Time-Based RSAs | $717,197 | $1,170,877 | $1,170,877 | $1,170,877 |
| Acceleration – PSUs | $1,058,747 | $1,130,159 | $646,943 | $646,943 |
| Acceleration – Performance-Based Stock Options | — | $298,302 | — | — |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation; for non-CEO NEOs, ~65% of target compensation in equity and ~79% variable in 2024 .
- 2024 AIP payouts averaged ~96% of target across NEOs; Guthrie earned 97.8% reflecting alignment with annual goals despite multi-year TSR headwinds (2022 PSUs paid at 57.1%) .
- 2023 introduced performance-based stock options to NEOs (ex-CEO), increasing leverage to multi-year performance and share price appreciation .
- No tax gross-ups, capped incentive programs, clawback policy, anti-hedging/anti-pledging, and double-trigger CIC vesting mitigate governance risks .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2022 | ~99% |
| 2023 | ~99% |
| 2024 | ~96% |
- Committee noted strong support; modified PSU design in 2024 to include an internal financial metric alongside relative TSR .
Compensation Peer Group (benchmarking reference)
- Peer companies used in 2022 compensation review included ACI Worldwide, Bill.com, Bottomline Technologies, EVERTEC, EVO Payments, Green Dot, GreenSky, i3 Verticals, International Money Express, Nuvei, Priority Technology, Q2 Holdings, Verra Mobility .
Performance & Track Record
- 2024 highlights: +6% YoY gross profit, +11% YoY Adjusted EBITDA, FCF conversion 75%; strong Business Payments growth (+40% YoY gross profit) .
- 2022–2024 PSU cycle: RPAY TSR −55.83% relative TSR percentile 28.55 → 57.1% payout; indicates equity compensation sensitivity to market-relative performance .
- 2025 capital actions: retired $73.5m convertible notes and repurchased $15.6m shares (Q3 2025), supporting FCF deployment and potential share supply dynamics .
Investment Implications
- Alignment: Guthrie’s compensation is heavily equity-based with explicit multi-year PSU/option exposure; ownership guidelines and no pledging/hedging enhance alignment and reduce governance risk .
- Vesting and supply: Time-based RSAs from 2022, 2023, and 2024 vest annually over four years; combined with exercisable performance-based options (88,339 at $6.13 strike, expiring 2030), creates periodic potential selling pressure as tranches vest or options are exercised .
- Incentive levers: AIP and PSU frameworks tied to Adjusted EBITDA and relative TSR/internal metrics should incentivize execution on profitable growth; 2024 AIP near-target payouts vs. multi-year TSR shortfall highlight payout variability and possible comp headwinds if TSR lags .
- Retention/CIC economics: Double-trigger CIC cash severance (~30 months) and broad equity acceleration support retention through strategic change but increase potential transaction economics; quantify per proxy table above .