Paul Garcia
About Paul R. Garcia
Independent director of Repay Holdings Corporation (RPAY); age 72; director since RPAY’s 2019 Business Combination. Garcia is a former Chairman and CEO of Global Payments (1999–2014) and currently serves on RPAY’s Audit and Compensation Committees; the Board expects him to become Chair of the Compensation Committee following the 2025 Annual Meeting. The Board deems him independent under Nasdaq rules, and all directors (including Garcia) attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Payments Inc. (NYSE: GPN) | Chairman & CEO | Jun 1999 – May 2014 | Led spin-out and scale-up; Global Payments revenues increased from ~$350M to ~$2.4B during his CEO tenure (context from Thunder Bridge announcement) |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Deluxe Corporation (NYSE: DLX) | Director | Aug 2020 | Current public company directorship |
| UnitedHealth Group Incorporated (NYSE: UNH) | Director | Nov 2021 | Current public company directorship |
| AssuranceAmerica Corporation | Director | n/d | Current directorship (company not identified as public in filing) |
| The Dun & Bradstreet Corporation | Director (prior) | 2012–2019 | Prior public board |
| West Corporation | Director (prior) | 2013–2017 | Prior board |
| Global Payments Inc. | Director (prior) | 2001–2014 | Prior public board |
| Truist Financial Corp./SunTrust Banks, Inc. | Director (prior) | 2014–2021 | Prior public board |
Board Governance
- Committee assignments (2025 proxy): Audit Committee member; Compensation Committee member. Board expects Garcia to replace William Jacobs as Compensation Committee Chair after the 2025 Annual Meeting.
- Meeting cadence and attendance: Board met 9 times in 2024; Audit met 4 times; Compensation met 5 times. Each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Independence: The Board determined Garcia (and a majority of directors) are independent under Nasdaq and SEC rules.
- Executive sessions: Independent directors meet in executive session at least twice annually.
- Chair/lead structure: Independent Chairman (Peter J. Kight); lead independent director designation would apply only if the chair were not independent.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2023 | 40,000 | 12,500 (Audit 7,500 + other committee 5,000) | 52,500 | Standard policy: $40k base; $7.5k Audit member; $5k other committee member |
| 2024 | 40,000 | 12,500 (Audit 7,500 + other committee 5,000) | 52,500 | Same structure in effect |
Policy details (for context):
- Annual cash retainer: $40,000; additional $20,000 for non-executive Chairman (not applicable to Garcia).
- Committee member fees: Audit $7,500; other committees $5,000. Chair fees: Audit $20,000; Compensation $15,000; other committees $10,000. Paid quarterly in arrears.
Performance Compensation (equity and oversight of pay-for-performance)
Director equity awards (time-based RSUs):
- Annual grant (~$170,000) in RSUs to non-chair directors; vests on earlier of first anniversary or the next annual meeting ≥50 weeks after grant; accelerates on change of control, death, or disability; settled at separation or change in control.
| Year | Stock Awards ($) | Total Director Comp ($) |
|---|---|---|
| 2023 | 169,993 | 222,493 |
| 2024 | 169,993 | 222,493 |
Compensation Committee metrics Garcia oversees (for RPAY NEOs; demonstrates alignment he is responsible for as a Comp Committee member):
| AIP Metric (2024) | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% (most NEOs) | $123.4M | $141.9M | $156.0M | $140.8M | 97% |
| Consumer Payments Gross Profit (for BU leader) | 40% (Mr. Moore) | $176.4M | $202.7M | $223.0M | $193.1M | 82% |
Resulting AIP payouts (illustrative NEO outcome): CEO paid 97.8% of target; other NEOs ~91.6–97.8% of target, signaling measured pay-for-performance application overseen by the Compensation Committee.
Other Directorships & Interlocks
- Current Compensation Committee members: Garcia, Jacobs, Thornburgh. No interlocks disclosed with other issuers’ compensation committees or boards.
- No related-person transactions disclosed involving Garcia; only disclosed 2024 related-party arrangement was a contractor related to another executive (not connected to Garcia).
Expertise & Qualifications
- Payments industry operator and board veteran (Global Payments Chairman/CEO; prior board roles at D&B, West, Truist/SunTrust, Global Payments).
- Current public-company governance exposure at UNH and DLX; brings large-cap board perspectives to RPAY (useful for compensation, risk, and audit oversight).
- Serves on RPAY’s Audit and Compensation Committees; expected to chair Compensation, reflecting board confidence in his pay governance experience.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 146,666 shares; <1% of class | As of record for 2025 proxy; beneficial ownership table flags <1% status. |
| Outstanding director stock awards | 80,856 (for each non-chair director at 12/31/24) | Aggregate stock awards outstanding count for directors other than Kight and Rios. |
| Stock ownership guideline | 5× annual cash retainer (within 5 years) | Applies to non-employee directors; annual compliance review indicates all directors are in compliance (accounting for ramp-up). |
| Hedging/pledging | Prohibited (hedging); pledging discouraged and requires pre-clearance; all directors in compliance | Insider trading policy prohibits short sales/derivatives; pledging generally prohibited without pre-clearance. |
Fixed Compensation (Structure Summary)
- Cash: $40,000 base retainer; plus $7,500 for Audit Committee membership and $5,000 for other committee membership; chair premiums apply if/when he becomes Compensation Chair ($15,000). Paid quarterly.
- Equity: ~ $170,000 in RSUs annually; time-based vesting with acceleration protections; settlement at separation or change in control.
Governance Assessment
Strengths
- Deep payments industry leadership and public board experience; independent status; multi-committee service (Audit, Compensation).
- Strong governance framework at RPAY: executive sessions, clear committee charters, and active committee meeting cadence; directors’ attendance ≥75%.
- Compensation governance: clear director pay mix (cash + RSUs), ownership guidelines (5× retainer), anti-hedging/pledging policy, and robust NEO pay metrics under Compensation Committee oversight; Say-on-Pay approvals of ~96% (2024) and 99% (2023).
Watch items
- Multiple external public directorships (UNH, DLX) require ongoing monitoring for time/overboarding risk relative to RPAY workload, though no policy breach is disclosed.
- Transition to Compensation Committee Chair concentrates compensation oversight; continued shareholder support (Say-on-Pay) remains a key feedback indicator.
Conflicts/Related-Party and Risk Indicators
- No related-party transactions disclosed involving Garcia.
- Section 16 compliance reported; anti-hedging/pledging and clawback frameworks in place (clawback applies to executives).
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 52,500 | 169,993 | 222,493 |
| 2024 | 52,500 | 169,993 | 222,493 |
Committee Workload Snapshot (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Hartheimer Chair; all members independent and financially literate. |
| Compensation | Member (expected Chair post-2025 AGM) | 5 | Current Chair Jacobs; all members independent. |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % | Source |
|---|---|---|
| 2023 | ~99% | 8‑K vote results (June 14, 2023) |
| 2024 | ~96% | 2025 proxy disclosure of prior year vote |
Implication: Strong sustained shareholder support for compensation programs Garcia helps oversee, with measured AIP outcomes (near‑target) and multi‑year PSU outcomes reflecting TSR performance headwinds (57.1% payout for 2022 grants).