Cantaloupe (CTLP) Proxy Filing summary

Executive summary

• Achieved $268.6M in revenue for FY2024, a 10.2% YoY increase, with strong growth in transaction and subscription fees and a 10.1% increase in active customers to 31,466.

• Remediated all previously reported material weaknesses in internal controls, expanded international presence, and completed the strategic acquisition of SB Software.

• Focus for FY2025 includes further international expansion, leveraging acquisitions, and targeting new verticals such as sports, entertainment, and retail theft prevention.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, an advisory say-on-pay vote for executive compensation, and ratification of Deloitte as independent auditor for FY2025.

• Board recommends voting “FOR” all proposals.

• Proxy access and majority voting policies are in place, with a 20% threshold for shareholders to call a special meeting.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; average tenure is 3.6 years, and 44% are gender diverse.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Compliance, and Finance, each with independent chairs.

• Annual board and committee self-evaluations, director orientation, and ongoing education are conducted.

• Board separates CEO and Chair roles, with an independent Non-Executive Chair.