John Morris
About John Morris
John Morris, age 56, is Chief Executive Officer, Co‑Founder, and a director of Repay Holdings Corporation (RPAY). He has served as CEO of REPAY LLC since 2010 and as CEO/director of RPAY since the Business Combination; he brings 20+ years of payments industry experience, including leadership roles in check processing and corporate finance . RPAY emphasizes Adjusted EBITDA and relative TSR in its pay-for-performance design; 2024 business outcomes included +11% Adjusted EBITDA growth, +6% gross profit growth, and 75% free cash flow conversion, while 2022–2024 relative TSR performance resulted in 57.1% payout on 2022 PSUs (Repay TSR −55.83% over the 3‑year period) . The Board separates the CEO and Chair roles (independent Chair: Peter J. Kight), with executive sessions of independent directors at least twice per year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REPAY LLC | Chief Executive Officer (Co‑Founder) | Since 2010 | Scaled integrated payments platform; led strategy pre‑ and post‑Business Combination . |
| Repay Holdings Corporation (public) | CEO and Director | Since Business Combination | Public company leadership and board service post‑listing . |
| Hawk Parent (pre‑combination) | Director | From formation in Sep 2016 through Business Combination | Oversight during pre‑SPAC structure . |
| Repay Holdings, LLC | Director | Since formation in Sep 2013 | Governance of core operating entity . |
| Payliance | EVP, Sales & Marketing | Post‑2008 acquisition of Security Check Atlanta | Commercial leadership following sale of prior company . |
| Security Check Atlanta | President | 1997–2008 | Grew a check processing and recovery solutions company until acquisition . |
| Bass Hotels & Resorts | Corporate finance roles incl. Director of Corporate Finance | 1994–1997 | Corporate finance leadership in hospitality . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus/Non-Equity Incentive ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | 488,750 | 7,615,714 | — | 10,350 | 8,614,814 |
| 2023 | 500,000 | 457,875 | 7,952,685 | — | 12,020 | 8,922,581 |
| 2022 | 475,833 | 113,010 | 5,499,988 | — | 12,200 | 6,101,031 |
| 2024 Target Pay Mix | Amount ($) | % of Total |
|---|---|---|
| Base Salary | 500,000 | 7% |
| Target Annual Incentive | 500,000 | 7% |
| Target Long‑Term Equity | 6,500,000 | 87% |
| Total Target Compensation | 7,500,000 | 100% |
Notes: CEO target bonus equals 100% of base salary per employment agreement; base currently $500,000 (agreement floor $355,000) . 2024 say‑on‑pay approval ≈96% .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
| Performance Objective | Weighting (CEO) | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $123.4m | $141.9m | $156.0m | $140.8m | 97% for this metric |
| Consumer Payments BU Gross Profit | 0% for CEO (metric applied to Moore) | $176.4m | $202.7m | $223.0m | $193.1m | 82% for this metric (not weighted for CEO) |
| Individual Performance | 25% (CEO policy consistent with executive targets) | 50% | 100% | 200% | Not disclosed | Not disclosed |
| CEO 2024 AIP Opportunity and Outcome | Value ($) |
|---|---|
| Target AIP (100% of base) | 500,000 |
| Actual Non‑Equity Incentive Paid | 488,750 |
| Implied Payout vs Target | ≈97.8% (=488,750/500,000, derived from cited figures) |
The program emphasizes Adjusted EBITDA and individual performance for the CEO; rigorous targets drove sub‑target payouts despite solid operating results .
Long‑Term Incentive (LTI) – 2024 Grants and Design
| Grant Type | Grant Date | Number of Shares/Units | Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time‑Based Restricted Stock (RSA) | 2/19/2024 | 408,291 | Time‑based vesting under Second Amended and Restated Plan | 3,249,996 |
| PSU – Adjusted EBITDA | 5/30/2024 | Target 167,525 (Thr 83,763; Max 335,050) | Earned based on Adjusted EBITDA for each of the three years in the performance period | 1,624,993 |
| PSU – Relative TSR | 5/30/2024 | Target 167,526 (Thr 83,763; Max 335,052) | 3‑year performance vs Russell 2000; payout based on percentile rank | 2,740,725 |
| Historical PSU Outcome (2012 PSU cycle reference) | Period | Repay TSR | Percentile | Payout |
|---|---|---|---|---|
| 2022 PSU Cohort (paid in 2025) | 1/1/2022–12/31/2024 | (55.83)% | 28.55% | 57.1% of target |
Realizations/Vesting
| 2024 Stock Vested (CEO) | Shares Vested (#) | Value on Vest Date ($) |
|---|---|---|
| Time‑based stock awards | 227,794 | 2,252,816 |
Pay‑versus‑performance disclosures highlight Adjusted EBITDA as the most important financial metric linking “compensation actually paid” to performance; TSR and net income relationships are also shown, though net income is not a primary compensation metric .
Equity Ownership & Alignment
| Beneficial Ownership (as of proxy record) | Shares/Units | % of Class A | Company Voting Power % |
|---|---|---|---|
| John Morris (direct and indirect) | 6,162,613 | 6.3% | 5.9% |
Ownership detail (beneficially owned):
- 1,028,385 Class A shares held by the Morris Family Trust (spouse trustee; spouse/descendants beneficiaries) .
- 338,444 Post‑Merger Repay Units held by the JAM Family Charitable Trust .
- 3,239,397 Post‑Merger Repay Units and/or Class A shares held by JOSEH Holdings, LLC (wholly controlled by Morris) .
- 15,000 Class A shares held by JAM Family Investments, Inc. (wholly controlled by Morris) .
- 1,132,403 restricted Class A shares subject to time‑based vesting (voting power only; no investment power) .
Alignment, guidelines, and trading practices:
- CEO stock ownership guideline: 5x base salary; executives and directors are in compliance as of the latest annual review .
- Anti‑hedging/anti‑pledging policy prohibits short sales/derivatives; pledging/margining strongly discouraged and requires pre‑clearance; executives may trade only during designated windows with pre‑clearance; all executive officers and directors are in compliance .
- Related tax cash flows (pre‑existing agreements): 2024 payments under the Tax Receivable Agreement to Morris (and affiliated entities) ≈$850,761; Hawk Parent tax distributions ≈$1,445,385 to Morris (and affiliated entities) for 2024 filings—material founder‑related cash flows to monitor for liquidity/optics, though contractually provided .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | CEO employment agreement dated Jan 21, 2019; amended Mar 1, 2021 (non‑compete scope) and Mar 1, 2022 (increased target bonus level); auto‑renews for successive one‑year terms unless notice ≥90 days before term end . |
| Base Salary | At least $355,000; currently $500,000 . |
| Target Annual Bonus | 100% of base salary, based on Compensation Committee performance objectives . |
| Non‑Compete/Non‑Solicit | 24‑month non‑compete within restricted territory; 24‑month non‑solicit of customers/vendors/employees post‑separation . |
| Clawback | Dodd‑Frank‑compliant clawback policy (effective Oct 2, 2023) with 3‑year lookback for excess incentive compensation; plan-level clawback also applies . |
| Severance (No CIC) | Severance Period: 18 months; installments equal to (base salary + target bonus) for each fiscal year in Severance Period; immediate vesting of time‑based equity that would have vested through the Severance Period; performance awards remain outstanding/eligible through Severance Period; options continue per terms; subject to release . |
| Severance (With CIC) | Severance Period: 30 months; economics as above including longer period; acceleration provisions as specified . |
Potential payments as of 12/31/2024 (stock at $7.63):
| Scenario (CEO) | Cash Salary ($) | Annual Bonus ($) | Acceleration – Time‑Based Equity ($) | Acceleration – Performance Equity ($) |
|---|---|---|---|---|
| Termination Without Cause / Good Reason / Non‑Renewal (no CIC) | 750,000 | 1,238,750 | 4,405,707 | 6,209,061 |
| Same, upon or in anticipation of CIC | 1,250,000 | 1,738,750 | 6,974,659 | 6,602,766 |
| Death | — | 488,750 | 6,974,659 | 3,859,565 |
| Incapacity | — | 488,750 | 6,974,659 | 3,859,565 |
Board Governance & Service
- Board seat and role: CEO and director; committee memberships: none; age 56; valued for co‑founder perspective and 20+ years in payments .
- Board leadership: roles separated (CEO vs independent Chair Peter J. Kight); board can revisit structure as facts evolve .
- Independent director executive sessions: held at least twice per year .
- Founder Stockholders Agreement: Morris and Alias serve as directors while holding CEO/President roles; if Morris ceases to be CEO, he must resign from the board immediately; founders can designate one independent director replacement; any board size changes require founders’ consent—demonstrates founder influence but also ties board seat to operating role (reduces entrenchment risk if CEO role ends) .
- Director pay: employee directors receive no additional compensation for board service; Morris’ compensation is disclosed under Executive Compensation .
Additional Signals and Controls
- Pay‑for‑performance emphasis: 93% of CEO target compensation variable; 87% equity‑based at target for 2024 .
- 2024 Say‑on‑Pay support: ~96% approval—broad shareholder endorsement of program design .
- Compensation oversight: Compensation Committee (independent) sets philosophy, engages independent consultant, and administers Second Amended and Restated Omnibus Incentive Plan .
Investment Implications
- Alignment and dilution: High equity mix (87% of CEO’s 2024 target) and 6.3% beneficial ownership align incentives; anti‑hedging/pledging and ownership guidelines (5x salary) strengthen alignment. Monitor PSU sizing and vesting outcomes versus multi‑year TSR underperformance (2022 PSUs paid at 57.1%) to assess dilution efficiency and alignment trajectory .
- Execution vs payout risk: AIP is anchored on Adjusted EBITDA with rigorous targets; 2024 payout (~98% implied) reflects near‑target performance, while relative TSR headwinds curtailed long‑term payouts—suggesting balanced incentive outcomes across cycles .
- Retention and change‑in‑control economics: 18‑month severance (30 months upon CIC) with equity treatment that preserves performance testing mitigates windfall risk but creates meaningful retention value; consider aggregate accelerated equity values in downside/CIC scenarios ($4.4m–$7.0m time‑based; $3.9m–$6.6m performance‑based as of 12/31/24) when underwriting leadership continuity in strategic scenarios .
- Founder influence and governance: Board seat tied to CEO role under Founder Agreement balances founder influence with clear resignation trigger; separated Chair/CEO structure and regular independent sessions are governance positives, but board size changes require founder consent—an element to monitor in control/transaction contexts .
- Liquidity optics: Contractual TRA payments ($0.85m) and tax distributions ($1.45m) to Morris-affiliated entities are expected under Up‑C/SPAC tax arrangements; watch cumulative cash outflows versus cash tax savings as a potential sentiment factor, particularly in tighter liquidity environments .