Robert Hartheimer
About Robert H. Hartheimer
Independent director at Repay Holdings (RPAY), age 67, serving since June 2018 including pre-merger service with Thunder Bridge; currently chairs the Audit Committee and, effective February 1, 2025, the Nominating and Corporate Governance Committee. The Board has determined he is independent under Nasdaq rules, and he is designated an “audit committee financial expert.” His background spans bank regulation (FDIC Division of Resolutions), investment banking, and fintech operations/consulting, including founding Jasper (credit card issuer) and advisory roles at Klaros and Promontory Financial Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Deposit Insurance Corporation (FDIC) | Joined FDIC; created Division of Resolutions; Director of the division | Joined 1991; responsible for sale of 200 banks in four years | Built resolution/sale function for failed banks; executed 200 bank sales in four years |
| Jasper (U.S. credit card issuer) | Co-founder; Chief Regulatory & Compliance Officer | Founded 2016; served until 2022 | Led regulatory/compliance for a fintech card issuer |
| Promontory Financial Group | Managing Director (past) | Not disclosed | Financial regulatory advisory leadership |
| Klaros Group | Senior Advisor (current) | Not disclosed | Financial services/bank regulatory consulting |
| Merrill Lynch; Smith Barney; Friedman Billings Ramsey | Senior roles in investment banking | Over 14 years | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CardWorks (consumer lender and servicer) | Independent Director | Since 2017 | Chair of Audit Committee and Compliance/Risk Committee |
| Other board experience (overview) | Director of ten U.S. companies over 28 years | Not disclosed | Six public, two private, two subsidiaries of public companies; includes three banks, one consumer lender/servicer, two payments companies, three SPACs that completed acquisitions, one SPAC terminated Dec 2023, and one investment management business |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Hartheimer is independent under Nasdaq and SEC rules; serves on fully independent committees |
| Committee assignments (current) | Audit Committee – Chair; Nominating & Corporate Governance Committee – Chair (effective Feb 1, 2025) |
| Audit committee financial expert | Yes, designated by the Board |
| Committee activity (FY2024) | Audit Committee met 4 times; Nominating & Corporate Governance met 3 times |
| Board attendance | Board met 9 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting |
| Executive sessions | Independent directors meet in executive session at least twice per year per guidelines |
| Compensation Committee interlocks | None reported for the past year |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 60,000 | Reflects cash retainer and committee-related fees per the policy |
| Non-Employee Director Cash Policy Element | Amount ($) | Payment Terms |
|---|---|---|
| Annual cash retainer (directors) | 40,000 | Paid quarterly in arrears (Oct 1, Jan 1, Apr 1, Jul 1) |
| Non-exec Chair additional retainer | 20,000 | Paid quarterly in arrears |
| Committee member fee – Audit | 7,500 | Annual, paid quarterly in arrears |
| Committee member fee – other committees | 5,000 | Annual, paid quarterly in arrears |
| Committee Chair – Audit | 20,000 | Annual, paid quarterly in arrears |
| Committee Chair – Compensation | 15,000 | Annual, paid quarterly in arrears |
| Committee Chair – other committees | 10,000 | Annual, paid quarterly in arrears |
Performance Compensation
| Year | Stock Awards ($) | Award Vehicle | Vesting | Settlement/Acceleration |
|---|---|---|---|---|
| 2024 | 169,993 | RSUs | Vest on earlier of (1) first anniversary of grant date, or (2) next annual meeting at least 50 weeks after grant | Settled upon separation from service or change of control; vesting accelerates on change of control, death or disability |
| Policy Features (Directors and Company-wide Governance) | Practice |
|---|---|
| Annual equity award level (FY2024) | Approx. $170,000 in RSUs for each director (non-exec chair approx. $250,000) |
| Anti-hedging/anti-pledging | Policy in place; part of governance “What We Do” |
| Clawback policy | In place |
| Change-in-control vesting | Double-trigger for cash severance and equity vesting for executives; director RSUs accelerate on change of control |
| Tax gross-ups | No tax gross-ups |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| CardWorks | Not disclosed | Independent Director | Chair – Audit; Chair – Compliance/Risk |
- Compensation Committee interlocks and insider participation: none reported in past year .
Expertise & Qualifications
- Bank regulatory leadership: Created and led the FDIC Division of Resolutions; executed sales of 200 failed banks over four years .
- Financial services and fintech operating experience: Co-founded Jasper (credit card issuer) and led regulatory/compliance until 2022 .
- Advisory pedigree: Senior Advisor at Klaros; past Managing Director at Promontory Financial Group .
- Capital markets background: Over 14 years in senior investment banking roles at Merrill Lynch, Smith Barney, and Friedman Billings Ramsey .
- Accounting/oversight: Designated audit committee financial expert; chairs RPAY’s Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % of Class | Stock Awards Outstanding (as of 12/31/24) | Pledged Shares | Ownership Guidelines |
|---|---|---|---|---|---|
| Robert H. Hartheimer | 80,856 | * (less than 1%) | 80,856 | None; no director or executive officer has pledged disclosed shares | Directors must own ≥5x annual cash retainer within five years; as of the most recent review, directors were in compliance (considering ramp-up) |
Governance Assessment
- Strengths
- Independent director with deep regulatory and risk oversight credentials; designated audit committee financial expert; chairs Audit and Nominating & Corporate Governance committees, aligning skills with oversight responsibilities .
- Strong engagement: Board met 9 times in 2024; each director met at least 75% attendance; all directors attended 2024 Annual Meeting .
- Alignment policies: Director stock ownership guideline (5x cash retainer) with reported compliance; anti-hedging/anti-pledging and clawback policies in place .
- No pledging and no Compensation Committee interlocks reported, reducing governance risk .
- Watch items
- Nominating & Corporate Governance Committee oversees related party transactions; as chair (effective Feb 1, 2025), he will oversee this process—standard practice but a process to monitor; no related party transactions involving Mr. Hartheimer were disclosed .
- Director equity is time-based RSUs (not performance-based), which is common for directors but provides less explicit performance linkage; however, ownership guidelines and equity mix support alignment .
Overall, Mr. Hartheimer’s regulatory, audit, and risk background, coupled with committee leadership and independence, supports board effectiveness and investor confidence, with no disclosed conflicts or red flags tied to his activities at RPAY .