Priority Technology (PRTH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Four key proposals will be presented: election of six directors, amendment to the Employee Stock Purchase Plan, advisory vote on executive compensation, and ratification of the external auditor.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, increasing shares in the Employee Stock Purchase Plan by 200,000, approving executive compensation on a non-binding basis, and ratifying Ernst & Young LLP as auditor.

• The board recommends a “FOR” vote on all proposals.

• Shareholders may also submit other business for consideration at the meeting.

Board of directors and corporate governance

• The board consists of six directors, with a majority being independent as per NASDAQ rules.

• Committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• The board met six times in 2024, with full attendance at all meetings.

• A Code of Ethics applies to all directors, officers, and employees.

• Guidelines for director nominations emphasize diversity, experience, and ethical standards.