Shaler Alias
About Shaler Alias
Shaler Alias is President, Co‑Founder and a director of Repay Holdings Corporation; he co‑founded REPAY LLC in 2006, served as Vice President of Sales from 2006–2008, and has been President since 2008. He is an employee director with no board committee assignments; age 45 (2025 proxy) and 44 (2024 proxy) . Alias previously served on the board of Hawk Parent (2016 through the Business Combination) and on the board of Repay Holdings, LLC since 2013 . REPAY’s 2020–2022 relative total shareholder return (TSR) was −46.07% with a 22.47% percentile rank versus the Russell 2000, resulting in 0% payout on 2020 PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REPAY LLC | Vice President of Sales | 2006–2008 | Early go‑to‑market leadership helping establish initial sales infrastructure |
| REPAY LLC | President | 2008–present | Co‑founder leading product and commercial execution across payments verticals |
| Capital Recovery Solutions | Co‑founder; Director of Sales & Marketing | Pre‑2006 | Collections expertise with community banks and consumer finance lenders; origin of payments domain experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hawk Parent | Director | 2016–2019 (through Business Combination) | Governance continuity through sponsor‑backed period prior to public listing |
| Repay Holdings, LLC | Director | 2013–present | Oversight across operating subsidiary structure |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary ($) | $314,150 | $314,150 | $332,475 |
| Stock Awards ($) | $794,484 | $903,984 | $963,901 |
| Option Awards ($) | $127,623 | $274,873 | $41,559 |
| All Other Compensation ($) | $11,400 | $11,400 | $12,200 |
| Total ($) | $1,247,657 | $1,504,407 | $1,350,136 |
Employment agreement minimum: base salary at least $305,000; target annual bonus 50% of base salary (2019 agreement) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Plan (2021) | Not disclosed | $157,075 (50% of base) | Cash $157,075; Equity $117,806 | Cash paid in full; equity fully vested | Equity grant fully vested at grant with 12‑month holding requirement (granted Mar 11, 2022; 8,668 shares) |
| PSUs (granted 2020) | TSR vs Russell 2000 | Threshold: ≥25th percentile | REPAY percentile 22.47% | 0% (forfeited) | 3‑year performance period ending 12/31/2022 |
Time‑Based RSAs and PSU Structures (Outstanding as of 12/31/2021)
| Grant | Units Outstanding (Alias) | Vesting Schedule | Notes |
|---|---|---|---|
| RSAs 7/11/2019 | 58,004 shares | 25% at first anniversary; then monthly (2.083% per month) to full vest by 4th anniversary | Time‑based restricted stock (Class A) |
| RSAs 3/11/2020 | 17,182 shares | Equal annual installments over four years on grant anniversary | Time‑based restricted stock |
| RSAs 2/24/2021 | 19,790 shares | Equal annual installments over four years on grant anniversary | Time‑based restricted stock |
| PSUs 3/11/2020 | 22,909 target units (threshold shown) | Earned based on 3‑yr relative TSR vs Russell 2000; threshold 25th percentile | Forfeited at 0% after performance period |
2020 stock vesting: 51,897 Alias shares vested with $1,306,432 value realized (time‑based RSAs), indicating ongoing scheduled supply from vesting .
Equity Ownership & Alignment
| Ownership Detail | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Sole Voting Power (shares) | 3,634,052 | 3,202,727 | 3,232,154 | 3,386,500 |
| Sole Dispositive Power (shares) | 3,464,608 | 3,089,434 | 3,129,247 | 3,256,956 |
| Restricted Shares Remaining to Vest | 169,444 | 113,293 | 102,907 | 129,544 |
| Alias Holdings LLC Shares (voting/dispositive) | 3,172,988 (sole) | 2,732,987 (sole) | 2,732,987 (sole) | 2,807,987 (sole) |
| Pledged Shares | None disclosed; policy discourages pledging and requires pre‑clearance | — | — | — |
| Ownership Guidelines Compliance | Executives must hold 3x salary; all executives/directors in compliance (CEO 5x) | — | — | — |
Anti‑hedging/anti‑pledging: options/derivatives trading and short sales prohibited; margin/pledge transactions require pre‑clearance; officers/directors in compliance .
Employment Terms
| Term | Details |
|---|---|
| Agreement Tenor | 2019 employment agreement (initial 3‑year; auto‑renew 1‑year periods) |
| Base Salary Minimum | ≥$305,000 |
| Target Bonus | 50% of base salary |
| Severance (non‑CIC) | If terminated without Cause, non‑renewal by company, or resignation for Good Reason: cash equal to base + target bonus for each fiscal year during 18 months post‑termination; time‑based equity that would vest in 18 months vests; performance awards remain eligible over 18 months subject to performance |
| Severance (CIC context) | If termination occurs within 24 months following or prior to and in anticipation of a change in control: period extended to 30 months |
| Restrictive Covenants | Non‑competition and non‑solicitation included (2019 agreement) ; company agreements include 24‑month non‑solicitation of customers, vendors/partners, and employees; restricted territory U.S. & Canada |
| Good Reason (illustrative company language) | Includes relocation increasing commute >50 miles, material diminution of duties, or materially inconsistent assignments; notice/cure periods apply |
| 280G Treatment | Company employment agreements use “best‑net” cutback methodology to avoid excise tax if more favorable than paying full amount subject to 4999; cash reduced first, then other benefits pro‑rata |
| 409A Compliance | Agreements intended to comply with or be exempt from 409A; six‑month delay for key employees if applicable |
| Clawback | Dodd‑Frank‑compliant clawback adopted Oct 2, 2023; three‑year lookback for restatements; plan‑level clawback also in place |
Board Governance
- Role: Employee director (President), not independent; Committee memberships: none .
- Founders’ Stockholders Agreement: Founders (Morris and Alias) hold designated board seats contingent on serving as CEO/President; upon ceasing to serve, they must resign, but may designate one independent replacement; any change in board size requires Founders’ consent; employee directors (Morris/Alias) receive no director compensation .
- Board leadership: CEO and Chair roles are separated; independent Chair is Peter J. Kight—supports governance oversight and mitigates dual‑role concerns .
Director Compensation
- Employee directors are not paid additional compensation for board service; independent director compensation determined by the Board and includes meaningful equity .
Compensation Structure Analysis
- Mix evolution: Alias’s compensation from 2020–2022 was predominantly equity via RSAs/PSUs, with options tapering by 2022 (option awards fell to $41,559 in 2022 from $274,873 in 2021), indicating a shift away from options toward RSAs/PSUs .
- Pay‑for‑performance enforcement: 2020 PSUs (TSR‑based) forfeited at 0% due to underperformance, showing discipline in PSU design tied to external benchmarks .
- AIP design: 2021 AIP paid target in cash plus additional fully vested equity with 12‑month holding, balancing retention and alignment; committee retained discretion but did not adjust for acquisitions .
Vesting Schedules and Insider Selling Pressure
- RSAs: 2019 RSAs vest 25% after one year then monthly to full vest by year four; 2020 and 2021 RSAs vest in equal annual tranches over four years—these anniversary dates (Mar 11 and Feb 24) are recurring supply events .
- Observed vesting: 51,897 Alias shares vested in 2020 with $1.31M value realized, indicating scheduled distributions that can create episodic selling pressure around vest dates even under holding restrictions .
Equity Ownership & Pledging Policy Implications
- Significant insider ownership via Alias Holdings LLC and personal holdings, with ongoing restricted shares outstanding each year—supports alignment, with formal stock ownership guidelines (3x salary for executives) and reported compliance .
- Anti‑hedging/anti‑pledging policies (pre‑clearance required) reduce misalignment and counterparty risks from collateralized positions; no pledges disclosed for Alias .
Employment & Retention Risk
- Robust severance and CIC protections (18–30 months cash and continued equity eligibility) plus non‑compete/non‑solicit and Good Reason protections suggest moderate retention risk; however, PSUs can pay 0% under sustained underperformance, increasing at‑risk pay dynamics .
Investment Implications
- Alignment: High insider ownership and strict anti‑hedging/anti‑pledging—positive for long‑term alignment; stock ownership guidelines enforced .
- Incentive risk: PSU forfeiture on TSR underperformance underscores sensitivity of equity compensation to market/peer comparatives; AIP includes both cash and constrained equity, balancing retention and liquidity .
- Governance: Employee director status with no committee roles and Founders’ board rights can raise independence/entrenchment concerns, partially mitigated by independent Chair and policy frameworks (clawback) .
- Trading signals: Anticipated RSA annual vesting dates (Feb–Mar) are potential supply overhang windows; monitor Form 4 activity around these periods for execution risk or selling pressure .