📑 What This Document Is 📄

This document is a Proxy Statement (DEF 14A). Think of it as the "rule book" and informational packet that Paymentus Holdings, Inc. gives to its shareholders before its annual meeting. It details everything that will be voted on, who is running for the board, and what the company's governance rules are.

👉 Why it matters: As a shareholder, this is your chance to understand the major decisions the company is asking you to approve, such as electing directors or approving executive pay.

The meeting itself is the 2026 Annual Meeting of Stockholders, scheduled for Friday, June 5, 2026, at 1:00 p.m. Eastern Time. The meeting will be held virtually via live audio webcast.

🏛️ The Company Overview 🏭

Paymentus Holdings, Inc. is a payment technology provider. While the filing focuses heavily on governance, it established the company as operating in the competitive payments sector, giving its stockholders information about its structure and leadership.

👉 In simple terms: Paymentus facilitates payments, and this filing explains how the company is run, who makes the decisions, and how shareholder votes are counted.

🗓️ Annual Meeting Logistics and Dates 📅

The proxy statement outlines the key dates and methods for stockholders to participate in the 2026 Annual Meeting. These details are critical for ensuring your vote counts!

• Record Date: Stockholders must be registered owners of stock as of the close of business on April 9, 2026. Only these stockholders are entitled to vote.
• Voting Deadline: All voting materials must be received by 11:59 p.m., Eastern Time, on June 4, 2026.
• How to Access: Materials can be accessed online at www.proxyvote.com.
• Virtual Attendance: Stockholders can attend the meeting virtually by visiting www.virtualshareholdermeeting.com/PAY2026.
• Physical Address: Paymentus Holdings, Inc. can be reached at 11605 North Community House Road, Suite 300, Charlotte, North Carolina 28277.

📋 The Required Stockholder Proposals ✅

The annual meeting requires stockholders to vote on four main proposals. These proposals affect the board's composition, accounting, and leadership compensation.

• Proposal 1: Election of Directors: Stockholders elect three Class II directors, who will serve until the 2029 annual meeting.
• Proposal 2: Ratification of Independent Auditor: Stockholders vote on ratifying the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Proposal 3: Say-on-Pay: Stockholders vote (advisory basis) on the compensation of the named executive officers for the fiscal year ended December 31, 2025.
• Proposal 4: Say-on-Frequency: Stockholders vote (advisory basis) on how often the “say-on-pay” advisory vote should occur (every one, two, or three years).

👉 Board Recommendation: The board recommends voting “FOR ALL” director nominees, “FOR” the auditor ratification, “FOR” the compensation approval, and “FOR” the option of “ONE YEAR” for the say-on-pay frequency.

🗳️ Voting Structure and Ownership Power 📊

The structure of the company’s stock is important because it determines who actually controls the outcome of the vote. Paymentus has two classes of common stock: Class A and Class B.

• Outstanding Shares (as of record date): There were 62,936,502 shares of Class A common stock and 62,852,835 shares of Class B common stock.
• Voting Power Difference: Class A shares receive one vote per share, while Class B shares receive ten votes per share.
• Control: Because of this ten-to-one voting ratio, the filing notes that Accel-KKR and the founder and chief executive officer collectively control more than 50% of the voting power. This allows them to control all matters submitted for approval.

🤝 Board Governance and Leadership Structure 🧑‍⚖️

The board of directors is responsible for overseeing the company's management and strategy. It currently consists of eight directors.

• Committee Structure: The board uses three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
• Lead Independent Director: Because the founder (Dushyant Sharma) is both Chairman and CEO, the board appointed Robert Palumbo to serve as the Lead Independent Director. This role ensures independent oversight of the board's operations.
• Governing Principles: The board adopted Guiding Principles to guide its actions, which state that directors will not vote on certain topics (like board changes or major acquisitions) if 25% or more of the board table the matter for further discussion.

🔎 Board Committee Responsibilities 🧭

Each committee has specific duties designed to protect the company and the shareholders.

• 🔍 Audit Committee (Chair: William Ingram): This committee oversees internal financial controls, reviews audited financial statements, and monitors the independence and qualifications of the external auditor. Importantly, it is also responsible for overseeing risks related to information technology and cybersecurity matters and the proper use of Artificial Intelligence (AI) in financial reporting.
• 💰 Compensation Committee (Chair: Robert Palumbo): Its job is to review and approve executive compensation and employee benefit plans. It also reviews and recommends the frequency for the advisory "say-on-pay" votes.
• 👤 Nominating and Corporate Governance Committee (Chair: Robert Palumbo): This committee handles board development, including recommending director nominees, developing corporate governance policies, and overseeing the succession planning for the CEO.

⚠️ Risk Oversight and Corporate Policies 🔒

The board, through its committees, is structured to monitor various risks facing the company. This robust system shows a commitment to compliance and stable operations.

• Risk Categories: The board reviews strategic, financial, operational, cybersecurity, data privacy, regulatory, and reputational risks.
• Cybersecurity Oversight: The Audit Committee is specifically tasked with overseeing risks related to information technology and cybersecurity, communicating regularly with the Chief Information Security Officer (CISO).
• Clawback Policy: In October 2023, the board adopted a Clawback Policy, which requires the company to recover erroneously awarded incentive compensation from covered employees if an accounting restatement due to material noncompliance occurs.
• Insider Trading: Employees and directors are governed by an insider trading policy that prohibits actions like short sales, trading options, or pledging company securities as collateral for loans.

🗣️ Board and Officer Expertise (Backgrounds) 🧑‍💼

The nominees and directors bring extensive experience across technology, finance, and payments.

• Experience Highlights: Directors have backgrounds at major publicly traded companies and private equity firms, including William Ingram, who previously served as CFO at Avalara, Inc., and Arun Oberoi, who previously worked at Red Hat and Hewlett-Packard.
• Director Independence: The board determined that seven of the eight directors (Jody Davids, William Ingram, Adam Malinowski, Gary Trainor, Robert Palumbo, Jason Klein, and Arun Oberoi) do not have a material relationship with the company, making them independent directors.
• Founder's Background: Dushyant Sharma has an extensive background in billing and payment technologies, having co-founded Derivion Corporation.

💡 How to Vote and Attend 📩

The process for casting a vote or attending the meeting is highly detailed, and stockholders must take care to follow the instructions for their account type.

• Stockholder of Record: If your shares are registered directly in your name with Equiniti Trust Company, LLC, you can vote via Internet (www.proxyvote.com), toll-free phone (1-800-690-6903), or by mailing a proxy card.
• Street Name Stockholders: If your shares are held by a broker, your voting options depend on your broker's specific instructions.
• What Happens if You Don't Vote? If a Stockholder of Record submits a proxy without instructions, their shares automatically vote "FOR ALL" on routine matters. However, for non-routine matters, Street Name Stockholders must give explicit directions to their broker or bank, or their vote may be a "broker non-vote."

🌐 Key Contacts and Next Steps 📞

For more information, Paymentus has designated several contacts:

• Investor Relations (Registered Holders): You should call (888) 440-4826.
• General Corporate Inquiries: All incoming communications should be directed to the general counsel, chief financial officer, or legal department at 11605 North Community House Road, Suite 300, Charlotte, North Carolina 28277.

🧠 The Analogy

Voting at an Annual Meeting is like electing the governing committee for a large club. You aren't just voting on one thing; you're voting on who gets to organize the year (Directors), who audits the club's finances (Auditor), and who gets paid for running things (Say-on-Pay). The proxy statement is your comprehensive guide telling you exactly what rules and motions are up for vote, and how to cast your vote to make sure your voice is heard.

🧩 Final Takeaway

This proxy statement is a critical governance document detailing the 2026 Annual Meeting agenda, establishing the board's strong oversight framework, and confirming that the outcome of the vote is heavily influenced by a concentrated block of voting power held by certain affiliated parties.