Paysign (PAYS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 8, 2026, to elect seven directors and ratify Baker Tilly US, LLP as independent auditor for 2026.

• Proxy materials and annual report for 2025 made available online; voting encouraged via internet, mail, or in person.

• Record date for voting is March 9, 2026, with 55,185,394 shares outstanding; quorum requires over 50% of shares.

• Directors and executive officers control 21.6% of voting shares.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven director nominees and ratifying Baker Tilly US, LLP as auditor.

• Board recommends voting FOR all director nominees and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by November 30, 2026, for inclusion in proxy materials.

• Voting results will be reported on Form 8-K within four business days after the meeting.

Board of directors and corporate governance

• Board consists of seven members; four are independent per Nasdaq standards.

• CEO also serves as Chairman; Board believes this structure aligns strategy and accountability.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.

• Code of Ethics and Insider Trading Policy in place; annual questionnaires required for conflict disclosure.