Maryann Goebel
About Maryann Goebel
Independent director of Repay Holdings Corporation (RPAY); age 74; on RPAY’s board since the 2019 Business Combination. Career IT executive and advisor: former EVP/CIO at Fiserv (2009–2012), and IT management consultant since 2012. She holds NACD’s CERT Certificate in Cybersecurity Oversight and previously served on Worcester Polytechnic Institute’s Arts & Sciences Advisory Board. She is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv, Inc. (NASDAQ: FISV) | EVP & Chief Information Officer | Jun 2009 – Jul 2012 | Led internal IT systems and outsourced client infrastructure/operations/engineering; enterprise-scale technology leadership |
| IT Management Consultant (self) | Consultant to CIOs (IT management assessments/coaching) | Jul 2012 – Present | Advisory on IT governance, operating models, and modernization |
| Worcester Polytechnic Institute | Arts & Sciences Advisory Board (prior service) | Not disclosed | Academic advisory engagement |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committees/Positions |
|---|---|---|---|---|
| Seacoast Banking Corporation of Florida | NASDAQ: SBCF | Director | Feb 2014 – Present | Audit Committee; Enterprise Risk Management Committee; Information Technology Committee; Chair, Compensation & Governance Committee |
Board Governance
- Current RPAY committee assignments: Chair, Technology Committee. Not on Audit, Compensation, or Nominating & Corporate Governance at RPAY.
- Technology Committee remit: cybersecurity, IT risk, data privacy, disaster recovery and business continuity; reviews tech strategy/budget and competitive positioning. Committee met 4 times in 2024. Members: Goebel (Chair), Peter Kight, Emnet Rios. All members independent.
- Independence and attendance: The Board determined Ms. Goebel is independent. In 2024, the Board met 9 times; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Independent director executive sessions are held at least twice per year.
Fixed Compensation
| Component (Director, RPAY) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer, paid quarterly |
| Committee chair fee (Technology) | $10,000 | Chair fee for non-audit/compensation committee |
| Committee membership fees | $0 | Not a member of Audit (would be $7,500) or other committees ($5,000) at RPAY |
| Total cash paid (2024) | $50,000 | Matches reported “Fees Earned or Paid in Cash” |
| Annual equity grant (RSUs) | $169,993 | Granted ~May 30, 2024 at $9.70 per share; vests at earlier of 1 year or next annual meeting (≥50 weeks); accelerates on change of control, death, disability; settlement on separation or CoC |
Performance Compensation
Non-employee director compensation at RPAY is not performance-based; equity is service-based RSUs only. No director annual incentive, PSUs, or options are disclosed for directors.
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | Seacoast Banking Corporation of Florida (NASDAQ: SBCF) |
| Committee roles at other boards | Seacoast: Audit; Enterprise Risk; IT; Chair of Compensation & Governance |
| Interlocks/related parties with RPAY | None disclosed in RPAY’s related-party transactions; no transactions involving Ms. Goebel identified. |
Expertise & Qualifications
- Technology and cybersecurity: Former Fiserv CIO; NACD CERT in Cybersecurity Oversight; chairs RPAY Technology Committee overseeing cybersecurity and IT risk.
- Financial and risk oversight: Serves on Seacoast’s Audit and Enterprise Risk Committees.
- Governance: Chairs Seacoast’s Compensation & Governance Committee; independent director at RPAY; participates in RPAY’s board evaluation and corporate sustainability oversight via board processes.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (Class A common stock/RSUs) | 80,856 shares/units (includes RSUs vested or scheduled to vest by May 30, 2025) |
| Ownership as % of Class A | <1% (asterisk in table) |
| Shares pledged as collateral | None disclosed for directors/officers; company discourages pledging and requires pre-clearance; all in compliance. |
| Director stock ownership guideline | Directors must own ≥5x annual cash retainer within 5 years; compliance reviewed annually. As of latest review, all directors and executives were in compliance (considering ramp-up). |
Director Compensation Detail (2024)
| Item | Maryann Goebel | Peer Policy Context |
|---|---|---|
| Cash compensation | $50,000 | $40k base + $10k chair fee (Technology) |
| Equity compensation (grant-date fair value) | $169,993 | ~ $170k RSUs to all non-chair directors; non-exec chair receives ~ $250k |
| Total | $219,993 | Mix aligns with policy to deliver meaningful equity |
Risk, Conflicts, and Shareholder Signals
- Independence and conflicts: Board affirms independence; no related-party transactions involving Ms. Goebel; Audit/Nominating frameworks review related-party matters.
- Hedging/pledging: Anti-hedging and anti-pledging policies in place; pre-clearance required; all directors in compliance.
- Section 16 compliance: Company believes all directors/officers filed timely in 2024 (no delinquencies).
- Shareholder feedback: Say-on-pay support was ~96% at 2024 Annual Meeting, signaling broad investor support for compensation framework (context for overall governance climate).
Governance Assessment
- Strengths:
- Independent director with deep IT/cybersecurity expertise; chairs Technology Committee overseeing key cybersecurity and technology risk domains.
- Active external financial-services board experience (Seacoast) with audit and risk committee exposure—valuable for payments/fintech oversight.
- Clean conflicts profile; no pledging/hedging; timely Section 16 filings; aligns with stock ownership guidelines.
- Attendance and engagement meet board standards; board/committee cadence appropriate.
- Watch items:
- Time commitments across multiple committees and another public board should continue to be monitored under RPAY’s limits on other board service (policy exists, specifics not disclosed in proxy).
- Ensure continued depth of Technology Committee reporting on cyber posture given payment sector threat environment; Committee met 4x in 2024.
Overall, Ms. Goebel presents as a high-value, independent technologist/cyber director with clear alignment to investor interests and limited conflict risk, enhancing board effectiveness in RPAY’s technology- and risk-centric areas.