Naomi Barnett
About Naomi Barnett
Naomi Barnett is Executive Vice President, Human Resources at Repay Holdings Corporation (REPAY), age 34 as of the 2025 proxy record date, and has served in this role since March 2021 after being VP, Human Resources (Jan 2020–Mar 2021) and Director, Human Resources (Jul 2018–Jan 2020) at REPAY LLC; prior roles include Head of HR at Gold Star Mortgage Financial Group (Oct 2017–Jul 2018) and multiple HR roles at Patriot National, Inc., culminating as Assistant VP, Human Resources (May 2016–Sep 2017) . As EVP HR, she contributes to compensation governance by providing the Compensation Committee details on the operation of REPAY’s compensation and benefit plans, supporting pay-for-performance program design and administration . Company performance during her HR leadership includes rigorous AIP targets and outcomes—Adjusted EBITDA and Consumer Payments gross profit—with 2023 delivering Adjusted EBITDA of $126.9M (90% payout for that metric) and Consumer Payments gross profit of $185.8M (107.1% payout), and 2024 delivering Adjusted EBITDA of $140.8M (97% payout) and Consumer Payments gross profit of $193.1M (82% payout) . REPAY’s three‑year PSU cycle covering 1/1/2021–12/31/2023 paid 0% on relative TSR, reflecting underperformance versus the Russell 2000 benchmark, reinforcing alignment and rigor in equity incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REPAY LLC | Director, Human Resources | Jul 2018–Jan 2020 | Built HR processes pre‑SPAC era; foundation for pay programs and talent scaling . |
| REPAY LLC | Vice President, Human Resources | Jan 2020–Mar 2021 | Led HR during public-company integration; supported AIP/equity plan operations . |
| Repay Holdings Corporation | EVP, Human Resources | Mar 2021–Present | Provides Compensation Committee with compensation/benefit plan details, supports governance and pay-for-performance execution . |
| Gold Star Mortgage Financial Group | Director, Head of Human Resources | Oct 2017–Jul 2018 | Led HR function for mortgage lender; senior HR leadership experience . |
| Patriot National, Inc. | Assistant VP & prior HR roles | Jun 2011–Sep 2017 | Progressive HR leadership culminating in AVP role . |
External Roles
No public company directorships or disclosed external board roles in the latest proxy .
Fixed Compensation
Not disclosed for Barnett individually. REPAY’s program design for executive officers emphasizes competitive base pay (reviewed annually) and target AIP bonus opportunities expressed as a % of base salary, with NEO targets ranging from 50% to 100% and maximum funding of 200% of target, aligning cash pay with annual performance .
Performance Compensation
Company performance metrics and payouts under AIP and PSUs during Barnett’s tenure:
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA – Weighting | 75% (except Moore) | 75% (except Moore) |
| Adjusted EBITDA – Target ($M) | $130.0 | $141.9 |
| Adjusted EBITDA – Actual ($M) | $126.9 | $140.8 |
| Adjusted EBITDA – Payout (% of target for that objective) | 90% | 97% |
| Consumer Payments Gross Profit – Weighting | 40% (for Moore), 0% others | 40% (for Moore), 0% others |
| Consumer Payments Gross Profit – Target ($M) | $184.0 | $202.7 |
| Consumer Payments Gross Profit – Actual ($M) | $185.8 | $193.1 |
| Consumer Payments Gross Profit – Payout (% of target for that objective) | 107.1% | 82% |
| Individual Performance – Weighting | 25% | 25% |
| AIP Structure and Cap | Threshold 50%, Max 200%, straight-line interpolation | Threshold 50%, Max 200%, straight-line interpolation |
| PSU Cycle | Performance Period | Benchmark | REPAY TSR (%) | Percentile Rank | Payout |
|---|---|---|---|---|---|
| 2021 PSUs | 1/1/2021–12/31/2023 | Russell 2000 | (68.85)% | 17.03% | 0% |
Notes:
- AIP awards are at-risk cash; payouts are determined annually; design and administration supported by HR leadership .
- PSU design uses relative TSR vs Russell 2000; 25th/50th/75th percentile thresholds drive 50%/100%/200% payouts; straight-line interpolation in between .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive officers must hold company equity equal to 3× base salary; as of the record date, all executive officers (including Barnett) were in compliance with the guidelines considering the five‑year ramp-up period .
- Anti-hedging/anti-pledging: Insider trading policy prohibits short sales and derivatives, discourages margin and pledging without pre‑clearance; executive officers may trade only during designated windows with pre‑clearance; policy compliance reported for executive officers and directors .
- Equity award governance: Equity Award Grant Policy sets grant guidelines for stock options, restricted stock/RSUs/PSUs; CEO delegated award authority for non‑executive employees per policy, reinforcing structured controls overseen by Compensation Committee .
Employment Terms
- Executive employment agreements: REPAY has employment agreements with executive officers; the proxy details NEO contracts and general severance/change‑in‑control frameworks (Barnett’s specific terms are not disclosed) .
- Severance framework (per NEO agreements): If terminated without Cause or for Good Reason, cash severance equals base salary + target annual bonus paid over an 18‑month severance period; extended to 30 months on/within 24 months of a change-in-control, subject to a release; time-based equity vests to cover the severance period, PSUs/PSOs remain eligible based on performance during the severance period .
- Change-in-control equity treatment: If awards are not assumed/substituted, time-based equity accelerates; PSUs vest based on actual performance to date; PSOs vest; if assumed, continued employment-based vesting applies with full acceleration upon qualifying termination post‑CIC .
- Restrictive covenants: Non‑compete and non‑solicit covenants for executive officers (as illustrated for NEOs) extend 24 months post‑termination; confidentiality/trade secrets obligations apply during and after employment .
Compensation Committee Analysis
- Committee composition and independence: The Compensation Committee comprises independent directors and uses an independent consultant (FW Cook) to benchmark and advise on executive pay .
- Peer group and benchmarking: 13-company fintech/tech peer set used to calibrate competitiveness (e.g., ACI Worldwide, Bill.com, EVERTEC, Green Dot, i3 Verticals, Nuvei, Shift4, Q2 Holdings, etc.) .
- Program philosophy and safeguards: Heavy emphasis on variable/performance pay, caps on incentives, double‑trigger CIC protections, clawback policy, anti‑hedging/pledging, and no tax gross‑ups; design reviewed for risk annually and assessed not reasonably likely to have a material adverse effect .
- Say‑on‑Pay: 2023 say‑on‑pay support was ~99% of votes cast, indicating strong shareholder endorsement of the compensation framework .
Investment Implications
- Alignment: Barnett’s HR leadership role is integral to sustaining REPAY’s disciplined pay‑for‑performance architecture (AIP + TSR‑based PSUs, ownership guidelines, clawbacks), a constructive indicator for compensation governance and investor alignment .
- Retention risk: While Barnett’s individual agreement terms are not disclosed, REPAY’s executive agreements and 24‑month restrictive covenants suggest robust retention levers and post‑employment protections, particularly in change‑in‑control scenarios .
- Trading signals: Anti‑hedging/pledging policies, pre‑clearance requirements, and trading windows reduce opportunistic insider selling pressure; executive officers are reported in compliance, limiting red‑flag behaviors (e.g., pledging) .
- Execution risk: Company‑level TSR underperformance in the 2021–2023 PSU cycle (0% payout) underscores equity sensitivity to stock performance; ongoing AIP rigor with partial achievement of ambitious targets reflects operational resilience but necessitates continued strategy execution to improve TSR outcomes .