Repay (RPAY) Proxy filing summary

Executive summary

• Achieved normalized revenue growth of 3% year-over-year in 2025, with Consumer Payments up 2% and Business Payments up 22%.

• Adjusted EBITDA margin was 42% and free cash flow conversion was 38%.

• Significant leadership changes included a new CFO, new head of corporate development, and restructuring of the RCS division.

• Repurchased $38 million of Class A shares, reducing diluted shares by 8%, and retired $74 million of convertible notes.

• Announced a definitive agreement to acquire KUBRA Data Transfer, Ltd., aiming to scale bill payment services.

Voting matters and shareholder proposals

• Six directors nominated for election to one-year terms expiring at the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay), approval of the Third Amended and Restated Omnibus Incentive Plan, and ratification of Grant Thornton LLP as auditor.

• Board recommends voting FOR all proposals and nominees.

• Activist investor Veradace attempted to nominate directors but failed to meet bylaw requirements; Board urges shareholders not to vote on any Veradace proxy card.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; all directors attended at least 75% of meetings in 2025.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Technology.

• Board diversity and skills matrix considered in nominations; annual self-assessment and director questionnaires conducted.

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