Repay (RPAY) Proxy Filing summary

Executive summary

• Achieved solid 2024 results, meeting free cash flow conversion targets and growing through new and existing clients, with notable contributions from the media payments business during the election cycle.

• Strengthened balance sheet by refinancing $220M of 2026 convertible notes, issuing $287.5M in new notes due 2029, upsizing the revolving credit facility, and repurchasing $40M of Class A shares.

• Maintained active stockholder engagement, incorporating feedback into governance and strategy discussions.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors for terms expiring at the 2026 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay) and ratification of Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board reduced to eight members following a director retirement; majority are independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Technology, each with defined responsibilities and independent membership.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Board diversity and skills are considered in director nominations, with ongoing self-assessment and evaluation processes.

• Corporate governance documents, including Code of Ethics and guidelines, are publicly available.