Richard Thornburgh
About Richard E. Thornburgh
Independent director of Repay Holdings Corporation (RPAY); age 72. Serves on the Compensation Committee and the Nominating & Corporate Governance Committee; has been a director since the company’s SPAC business combination (“Business Combination”) . Background includes chairing S&P Global’s board and executive committee, chairing Jackson Hewitt, and senior leadership roles at Credit Suisse (Vice Chairman; CFO; Chief Risk Officer) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse Group/AG | CFO; Chief Risk Officer; Vice Chairman; Director | CFO/CRO 1995–2005; Director May 2006–Apr 2018 | Chaired Risk Committee; member Audit; Nominations & Governance |
| NewStar Financial | Director | Dec 2006–Dec 2017 | Portfolio company of Corsair Capital |
| CapStar Financial Holdings | Director | Dec 2008–Dec 2019 | Portfolio company of Corsair Capital |
| Reynolds American Inc. | Director | Dec 2011–Dec 2015 | Board service |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| S&P Global, Inc. (NYSE: SPGI) | Chair of the Board; Chair of Executive Committee; Director | Dec 2011 | Member: Compensation & Leadership Development; Nominating & Governance |
| Jackson Hewitt Tax Service Inc. | Chair of the Board | Jun 2018 | Portfolio company of Corsair Capital LLC |
| Corsair Capital LLC | Senior Advisor; Investment Committee member | 2006 | Private equity role; potential RPAY interlock context |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board majority independent; Thornburgh is classified as an independent director under Nasdaq rules .
- Attendance and engagement: Board met nine times in 2024; each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels: Audit Committee met four times; Compensation Committee met five times; Nominating & Corporate Governance Committee met three times in 2024 .
- Executive sessions: Independent directors meet in executive session at least twice per year .
- Board leadership: CEO and Chair roles are separated (John Morris as CEO; independent Chair Peter J. Kight) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $50,000 | Actual 2024 fees for Thornburgh |
| Annual Cash Retainer (Policy) | $40,000 | Paid quarterly; non-executive chair receives additional $20,000 |
| Committee Member Fees (Policy) | $7,500 Audit; $5,000 other committees | Paid quarterly |
| Committee Chair Fees (Policy) | $20,000 Audit; $15,000 Compensation; $10,000 other committees | Paid quarterly |
Performance Compensation
| Equity Award | Grant Value | Grant Date/Price | Vesting/Settlement Terms |
|---|---|---|---|
| Annual RSUs (Director) | $169,993 | May 30, 2024; $9.70 per share | Vest on earlier of 1-year from grant or next annual meeting ≥50 weeks after grant; accelerates on change of control or death/disability; settled at separation or change in control |
No director performance metrics (e.g., revenue/EBITDA/TSR) are used for non-employee director compensation; equity awards are time-based RSUs under RPAY’s policy .
Other Directorships & Interlocks
- Current boards: S&P Global (Chair); Jackson Hewitt (Chair) .
- Private equity affiliation: Senior Advisor and investment committee member at Corsair Capital LLC; RPAY’s Repay Unitholders Registration Rights Agreement names Corsair as a party, indicating a potential governance interlock to monitor .
- Compensation committee interlocks disclosure: RPAY reports no compensation committee interlocks involving its executive officers in the past year .
Expertise & Qualifications
- Capital markets, strategic transactions, and risk oversight from executive-level roles in investment banking and private equity; prior CFO and CRO experience at Credit Suisse with risk committee leadership .
- Governance experience as chair and committee member at S&P Global; extensive financial services industry background .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A common) | 101,956 shares | Less than 1% of class; includes RSUs scheduled to vest on May 30, 2025 |
| RSUs outstanding (vested/scheduled to vest by May 30, 2025) | 80,856 shares | For each non-employee director (except noted differences) |
| Pledged shares | None | Company states no director/officer has pledged disclosed shares/units |
| Anti-hedging/anti-pledging compliance | In compliance | Policy prohibits short sales/derivatives/pledging without pre-clearance |
| Ownership guidelines | 5× annual cash retainer | Directors must meet within 5 years; all directors were in compliance at most recent annual review (considering ramp-up periods) |
Fixed Compensation (Detail – 2024 Director Compensation Table)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard Thornburgh | 50,000 | 169,993 | 219,993 |
Governance Assessment
- Alignment and independence: Thornburgh is independent, serves on two core governance committees, and RPAY enforces ownership, anti-hedging/pledging, and executive session practices—favorable for board effectiveness and investor alignment .
- Compensation mix and incentives: Director pay is modest cash plus fixed-value, time-based RSUs (~$170k; Chair higher), promoting alignment without short-term performance gaming; vesting and settlement design further aligns with long-term service .
- Attendance and engagement: Board and committees met regularly in 2024; all incumbent directors met minimum attendance thresholds; signals active oversight .
- Ownership and skin-in-the-game: Thornburgh’s beneficial ownership (101,956 shares; <1%) plus substantial RSUs outstanding and compliance with 5× retainer guidelines reinforce alignment; no pledging reported .
- Potential conflicts/red flags to monitor:
- Corsair linkage: Thornburgh’s Senior Advisor role at Corsair alongside Corsair’s registration rights with RPAY suggests a potential related-party dynamic; the Nominating & Corporate Governance Committee reviews related person transactions—ongoing monitoring advisable .
- Tax Receivable Agreement (TRA) obligations: Significant TRA payments to founders can impact liquidity; while not director-specific, they influence governance and capital allocation context for the board .
- Founder governance rights: Founders’ Stockholders Agreement grants nomination and board size consent rights—board independence remains robust today, but investor vigilance is warranted .
- Management turnover: CFO resignation announced effective May 15, 2025—committee oversight of transition is key to maintaining financial control and investor confidence .
- Shareholder feedback: Say-on-Pay support of ~96% at the 2024 Annual Meeting indicates broad investor approval of RPAY’s compensation framework and governance practices, a positive signal for board credibility .
Overall, Thornburgh’s deep financial services and risk oversight experience, independent status, and committee roles support board effectiveness. The Corsair relationship and RPAY’s TRA/founder arrangements are governance areas to track, but RPAY’s committee review processes and independence framework mitigate risks .