Peter Kight
About Peter J. Kight
Independent Chairman of the Board at Repay Holdings Corporation (RPAY). Age 69. Chairman since the 2019 Business Combination; previously Executive Chairman of Thunder Bridge (the SPAC that merged with REPAY). Founder and former CEO of CheckFree; former Vice Chairman/Director at Fiserv. Holds more than a dozen patents/publications in electronic banking and payments. Currently serves on RPAY’s Nominating & Corporate Governance Committee (member) and Technology Committee (member); chair role on Nominating & Corporate Governance Committee transitioned effective February 1, 2025 to Robert H. Hartheimer. Determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CheckFree Corporation (NASDAQ: CKFR) | Founder, Chairman & CEO | 1981–2007 | Led electronic payments innovation; company acquired by Fiserv |
| Fiserv (NASDAQ: FISV) | Director; Vice Chairman (2007–2010) | 2007–2012 | Post-CheckFree acquisition strategic leadership |
| Thunder Bridge (SPAC) | Executive Chairman | Since June 2018 | Led SPAC that combined with REPAY in 2019 |
| Comvest Partners | Co-Chairman & Managing Partner; later Senior Advisor | 2010–2015 | Mid-market private investment leadership |
| Bill.com (NYSE: BILL) | Director | May 2019–Jan 2025 | Governance oversight at SaaS fintech |
| indie Semiconductor (NASDAQ: INDI) | Director | June 2021–June 2024 | Board service in Autotech |
| Akamai (NASDAQ: AKAM) | Director | 2004–2012 | Technology board experience |
| Manhattan Associates (NASDAQ: MANH) | Director | 2007–2011 | Supply chain software oversight |
| Kabbage (private) | Director | 2015–Nov 2017 | SME lending fintech oversight |
| Blackbaud (NASDAQ: BLKB) | Director | 2014–2020 | Nonprofit software board service |
| Huntington Bancshares (NASDAQ: HBAN) | Director | 2012–2020 | Regional bank board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thunder Bridge Capital, LLC | Principal | Since 2017 | Investment principal role |
Board Governance
- Roles and committees (current): Independent Chairman; member, Nominating & Corporate Governance (NCG) and Technology Committees. NCG chair role held through January 31, 2025 (chair transitioned to Robert H. Hartheimer effective Feb 1, 2025).
- Board leadership: RPAY separates CEO (John Morris) and independent Chair (Kight), emphasizing governance and strategic guidance independence.
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of Board and committee meetings. NCG met 3 times; Technology met 4 times in 2024.
- Independence: Board affirmatively determined Kight is independent under Nasdaq and SEC rules.
- Executive sessions: Independent directors meet in executive session at least twice per year.
- 2025 election signal: Though previously indicating retirement, Kight stood for re‑election and was nominated, signaling continuity and ongoing engagement.
Fixed Compensation (Director, 2024)
| Component | Policy Detail / Amount | Kight 2024 |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 policy | Included in “Fees Earned” |
| Non‑executive Chair cash retainer | $20,000 policy | Included in “Fees Earned” |
| Committee member fees | $5,000 per non‑Audit committee; $7,500 for Audit (annual) | Kight served on two non‑Audit committees (NCG, Tech) |
| Committee chair fees | $10,000 (NCG/Tech); $15,000 (Comp); $20,000 (Audit) | Kight chaired NCG in 2024 through Jan 31, 2025 |
| Fees Earned or Paid in Cash (reported) | — | $75,000 |
Notes: Cash fee totals are governed by policy; Kight’s reported 2024 cash fees were $75,000. Policy amounts are paid quarterly.
Performance Compensation (Director Equity, 2024)
| Element | Structure | Kight 2024 |
|---|---|---|
| Annual RSU grant (incumbent directors) | Granted at stockholders’ meeting; vests at earlier of 1 year or next annual meeting (≥50 weeks); accelerates on CoC/death/disability; settled at separation or CoC | Non‑exec Chair received approx. $250,000 in RSUs; grant date pricing reference $9.70 (May 30, 2024) |
| Stock Awards (reported fair value) | FASB ASC 718 grant‑date fair value | $249,998 |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Dates |
|---|---|---|---|
| Bill.com (NYSE: BILL) | Prior | Director | May 2019–Jan 2025 |
| indie Semiconductor (NASDAQ: INDI) | Prior | Director | June 2021–June 2024 |
| Akamai (NASDAQ: AKAM) | Prior | Director | 2004–2012 |
| Manhattan Associates (NASDAQ: MANH) | Prior | Director | 2007–2011 |
| Blackbaud (NASDAQ: BLKB) | Prior | Director | 2014–2020 |
| Huntington Bancshares (NASDAQ: HBAN) | Prior | Director | 2012–2020 |
| Thunder Bridge (SPAC) | Prior | Executive Chairman | Since 2018 (pre‑Business Combination) |
- Compensation committee interlocks: None identified involving RPAY executives or directors in 2024.
Expertise & Qualifications
- Financial services and payments domain operator-investor with >35 years’ experience; CheckFree founder; Fiserv vice chair/director; broad public company board experience in fintech, software, and banking; holds multiple patents/publications in electronic payments.
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned (Class A, incl. exchangeable units) | 1,620,070 |
| % of Class A | 1.7% |
| Company voting power % | 1.5% |
| RSUs outstanding (as of 12/31/24) | 106,175 |
| Pledged shares | None disclosed; no director or executive officer has pledged shares |
| Hedging/Pledging policy | Hedging prohibited; pledging discouraged and generally prohibited without pre‑clearance |
| Director ownership guideline | 5× annual cash retainer within 5 years; directors in compliance |
Related-Party Exposure and Conflicts Check
- Related-party transactions: Proxy discloses a limited related‑party engagement involving a different insider (contractor related to an executive); no related‑party transactions involving Kight disclosed. Oversight of related‑party transactions resides with the Nominating & Corporate Governance Committee.
- Independence: Affirmed as independent; serves as Independent Chairman.
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: ~96% approval, indicating broad investor support for compensation practices.
Insider Reporting
- Section 16(a) compliance: Company states all required insider ownership reports were filed timely for year ended December 31, 2024.
Governance Assessment
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Strengths
- Independent Chairman structure; clear separation from CEO role.
- Deep payments/fintech operating and board experience enhances board oversight.
- Strong ownership alignment (1.62M shares; RSUs outstanding) and compliance with director stock ownership guidelines; no pledging/hedging.
- Committee engagement on NCG and Technology; prior NCG chair service; board/committee meeting attendance thresholds met.
- No Kight‑related party transactions disclosed; Section 16 compliance clean.
-
Watch items / potential red flags
- None specifically disclosed for Kight. The transition of NCG chair duties to another independent director in 2025 reduces chair load (neutral to positive for refreshment).
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Implications for investors
- Kight’s independent chair role, experience, and equity alignment support board effectiveness and investor confidence. Absence of conflicts and adherence to anti‑hedging/anti‑pledging strengthen governance posture.