Tyler Dempsey
About Tyler Dempsey
Tyler B. Dempsey is General Counsel of Repay Holdings Corporation (RPAY), serving since September 2019; previously a Partner at Troutman Sanders LLP (now Troutman Pepper) since 2008 and an attorney at King & Spalding LLP, with over nine years providing outside counsel to REPAY LLC before joining the company . He is 51 years old and an executive officer of the company . Company performance over 2024 included 6% year-over-year gross profit growth, 11% Adjusted EBITDA growth, and improved free cash flow conversion to 75% ; the 2022–2024 PSU cycle paid 57.1% of target due to relative TSR at the 28.55th percentile and Repay TSR of -55.83% for the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Troutman Sanders LLP (now Troutman Pepper Hamilton Sanders LLP) | Partner | 2008–2019 | Provided legal counsel and support to REPAY LLC for more than nine years, establishing deep familiarity with the business |
| King & Spalding LLP | Attorney | — | Early-career legal practice in a leading firm |
| Repay Holdings Corporation | General Counsel | September 2019–present | Executive officer overseeing legal/compliance; age 51; continuity through the Business Combination era |
External Roles
- None disclosed for Dempsey in RPAY filings .
Fixed Compensation
Multi-year compensation for Dempsey (as reported in the Summary Executive Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 370,417 | 383,250 | 393,021 |
| Stock awards ($) | 859,989 | 1,162,311 | 1,171,644 |
| Option awards ($) | — | 499,994 | — |
| Non‑equity incentive plan compensation ($) | 46,302 | 176,774 | 192,089 |
| All other compensation ($) | 9,363 | 13,200 | 10,350 |
| Total ($) | 1,286,070 | 2,235,530 | 1,767,104 |
Base salary rate established at year-end: $394,625 for 2024 vs $385,000 for 2023 (+2.5%) . 2024 target pay mix for Dempsey: base $394,625 (25%), target short‑term cash incentive $197,313 (12%), target long‑term equity $1,000,000 (63%), total target $1,630,000 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | $141.9 million | $140.8 million | 97% of target |
| Individual Goals (Legal/Compliance objectives) | 25% | 100% achievement basis | 100% achievement (all categories) | 100% of target |
| Total AIP Payout for Dempsey | — | — | — | 97.8%; Cash bonus paid $192,089 |
Dempsey’s 2024 individual objectives (each achieved at 100%) included: outside counsel spend management (20%), Legal/Compliance headcount management (20%), client contracting rollout (20%), M&A support (20%), contract policy updates (10%), and IP strategy collaboration (10%) .
Equity Incentives – Grants and Structure
| Award Type | Grant Date | Shares/Units Granted | Vesting/Performance Structure | Notes |
|---|---|---|---|---|
| Time‑Based Restricted Stock (RSA) | Feb 19, 2024 | 62,814 | Vests in equal annual installments over four years | Part of annual grant under plan |
| PSU – Adjusted EBITDA | May 30, 2024 | 25,773 target units | Earned based on Adjusted EBITDA for each year of a 3‑year performance period | Granted following shareholder approval of restated plan |
| PSU – Relative TSR (Russell 2000) | May 30, 2024 | 25,773 target units | Earned based on RPAY TSR vs Russell 2000 over 3 years | Granted following shareholder approval of restated plan |
2022 PSU cycle (granted Feb 23, 2022) paid at 57.1% of target based on relative TSR percentile of 28.55% for 1/1/2022–12/31/2024; Repay TSR was -55.83%; payouts approved Feb 21, 2025 .
2024 Exercises/Vesting Activity
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 36,508 |
| Value realized on vesting ($) | 359,290 |
| Option exercises (#) | 0 (no value realized on exercise reported) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 16, 2025) | 394,296 Class A shares; less than 1% of class; includes shares obtainable within 60 days per SEC rules |
| Components disclosed for Dempsey | Includes 58,892 shares underlying currently exercisable options and 172,281 restricted Class A shares subject to time‑based vesting |
| Outstanding equity awards (12/31/2024 snapshot) | Options: 58,892 exercisable; 132,578 unexercisable at $6.13 strike, expiring 3/18/2030. Unvested restricted stock: 58,116 shares (market value $443,425 at $7.63) |
| Pledging/Hedging | Anti‑hedging policy prohibits derivatives/short sales; pledging discouraged and requires pre‑clearance; all NEOs and directors compliant; no pledges by directors or executive officers disclosed |
| Stock ownership guidelines | CEO: 5× salary; Other executive officers: 3× salary; compliance to be achieved within five years; all executive officers and directors in compliance as of most recent review |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment agreement | Entered Sept 1, 2019 for three years; amended Mar 1, 2021 to expand non‑compete scope; auto‑renews for successive one‑year periods unless either party gives 90 days’ notice |
| Base salary floor | At least $350,000; current base rate $394,625 (2024) |
| Target bonus | 50% of base salary under AIP |
| AIP structure | 75% company financial metric (Adjusted EBITDA) and 25% individual goals; straight‑line interpolation between threshold (50% payout) and max (200%); ranges validated annually (2024: Adjusted EBITDA threshold $123.4m; target $141.9m; max $156.0m) |
| Severance | If terminated without cause, for good reason, or non‑renewal: installments equal to base salary + target bonus for the Severance Period; immediate vesting of time‑based awards through Severance Period; performance‑based awards remain eligible to vest based on performance through Severance Period; options remain outstanding until earlier of Severance Period end or original expiration |
| Severance Period | 18 months; increases to 30 months if on/within 24 months following a change‑in‑control or prior to and in anticipation of a change‑in‑control |
| Change‑in‑control equity treatment | If awards not assumed: full vesting for time‑based; TSR PSUs vest based on actual performance to CoC date; EBITDA PSUs vest at original target level; performance‑based options vest in full. If assumed: awards remain subject to employment‑based vesting; all unvested equity accelerates upon termination without cause/for good reason/death/disability after CoC |
| Clawback | Dodd‑Frank‑compliant clawback adopted Aug 2, 2023 (effective Oct 2, 2023); recovery of excess incentive compensation in three fiscal years preceding any restatement; plan‑level clawback also applies to EVPs and above |
| Perquisites | No material perquisites; NEOs participate in standard benefits |
Potential Payments (Hypothetical as of Dec 31, 2024; RPAY stock $7.63)
| Payment/Benefit | Termination for Cause ($) | Voluntary Termination ($) | Termination Without Cause/Good Reason/Non‑Renewal ($) | Termination Without Cause/Good Reason/Non‑Renewal Upon Change‑in‑Control ($) | Incapacity ($) | Death ($) |
|---|---|---|---|---|---|---|
| Base Salary (Dempsey) | — | — | 591,938 | 986,563 | — | — |
| Annual Bonus (AIP) | 192,089 | 192,089 | 488,058 | 685,370 | 192,089 | 192,089 |
| Acceleration of Time‑Based Equity | — | — | 668,586 | 1,056,038 | 1,056,038 | 1,056,038 |
| Acceleration of Performance‑Based Equity | — | — | 929,777 | 990,346 | 577,404 | 577,404 |
| Acceleration of Performance‑Based Stock Options | — | — | — | 198,867 | — | — |
Investment Implications
- Pay-for-performance alignment: Dempsey’s AIP and equity mix tie 75% of annual bonus to Adjusted EBITDA and multi-year PSUs to EBITDA and relative TSR; 2024 AIP paid ~98% and 2022–2024 PSUs paid 57.1%, reflecting operational strength but lagging stock performance .
- Selling pressure and vesting cadence: No 2024 option exercises; 36,508 shares vested; ongoing equal annual RSA vesting and PSU schedules suggest a predictable supply cadence rather than opportunistic selling; anti‑hedging/pledging policy and pre‑clearance reduce trading risk .
- Ownership alignment: Dempsey holds 394,296 shares (<1%); significant unvested restricted stock (172,281) and in‑the‑money options at $6.13 strike expiring 2030 enhance retention; compliance with 3× salary ownership guideline and no pledging are positives .
- Contract economics/retention: Severance framework (18/30 months base+target bonus with pro‑rata equity vesting) and double‑trigger treatment after change‑in‑control provide stability and focus on transaction execution; clawback protections mitigate governance risk .
- Governance backdrop: 96% say‑on‑pay support in 2024 indicates investor endorsement of compensation design; CFO transition in 2025 is a monitoring item but not specific to Dempsey’s role .