Business Context and Reporting Period
This Form 8-K filing by Paymentus Holdings, Inc. (PAY) reports on events occurring on March 9, 2026. The filing details the adoption of the 2026 Executive Incentive Compensation Program and the approval of new Restricted Stock Unit (RSU) grants for key executive officers.
Key Financial Metrics
The filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation structures and equity grants.
Material Changes and Compensation Details
2026 Executive Incentive Compensation Program
The Board adopted a new incentive plan for fiscal year 2026. Base salaries for participating executives increased by 3% over 2025 levels. Target bonus percentages and base salaries are as follows:
- Dushyant Sharma (CEO): $382,454 base salary; 192.9% target bonus.
- Sanjay Kalra (CFO): $546,364 base salary; 100.0% target bonus.
- Jerry Portocalis (CCO): $458,945 base salary; 100.0% target bonus.
- Andrew Gerber (General Counsel): $372,894 base salary; 61.5% target bonus.
Bonus payouts are equally weighted across five components: Gross Revenue, Non-GAAP Contribution Profit, Adjusted EBITDA, Adjusted EBITDA less capitalized software, and individual performance. Minimum thresholds (90% for Revenue/CP; 80% for EBITDA metrics) must be met for payouts to occur.
2026 RSU Grants
The Board approved time-based RSU grants under the 2021 Equity Incentive Plan to improve retention and align interests:
- Sanjay Kalra: 139,644 RSUs.
- Jerry Portocalis: 139,644 RSUs.
- Andrew Gerber: 23,274 RSUs.
Vesting begins one year after the grant date (March 9, 2027) with 20% vesting, followed by quarterly vesting of 5% thereafter, subject to continued employment.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. It notes that the Board and Compensation Committee retain the right to amend, supplement, or cancel the 2026 Program at their sole discretion. Bonus payments are contingent upon the Audit Committee's approval of the 2026 audited financial statements.
Investor Verification Checklist
- Verify the total number of shares authorized under the 2021 Equity Incentive Plan to assess remaining capacity for future grants.
- Review the specific performance targets for Revenue, Contribution Profit, and Adjusted EBITDA for fiscal year 2026, which are not disclosed in this filing.
- Confirm the current market price of Class A Common Stock to calculate the fair value of the RSU grants.
- Examine the full text of the Restricted Stock Unit Award Agreement (Exhibit 10.1) for specific forfeiture or acceleration clauses.