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Saturday, March 14th, 2026

Paymentus Holdings, Inc. 2026 Executive Compensation, RSU Grants, and Non-Compete Agreement Details




Paymentus Holdings, Inc. Announces 2026 Executive Compensation and Incentive Program

Paymentus Holdings, Inc. Announces 2026 Executive Compensation and Incentive Program

Key Highlights

  • Paymentus Holdings, Inc. (NYSE: PAY) disclosed the 2026 base salaries and incentive compensation structure for its top executives.
  • The Compensation Committee approved a 3% increase in base salaries for the President & CEO, SVP & CFO, and CCO for 2026.
  • A new performance-based bonus program was established for 2026, focusing on revenue, profitability, and individual performance.
  • New Restricted Stock Unit (RSU) grants under the 2021 Equity Incentive Plan were also announced.

Details of Executive Compensation for 2026

Name Title 2026 Base Salary Increase from 2025
Dushyant Sharma President and Chief Executive Officer \$382,454 3% (192.9% relative to median employee)
Sanjay Kalra Senior Vice President and Chief Financial Officer \$546,364 3%
Jerry Portocalis Chief Commercial Officer \$458,945 3% (61.5% relative to median employee)

Note: The percentage in parentheses indicates the pay ratio relative to the median employee.

2026 Executive Incentive Bonus Program

The 2026 bonus program for executive officers is structured to align management incentives with shareholder interests and the company’s financial performance. The program consists of five equally weighted components:

  1. Gross Revenue (“Revenue”)
  2. Non-GAAP Contribution Profit (“CP”)
  3. Adjusted EBITDA
  4. Adjusted EBITDA less capitalized software (“Adjusted EBITDA-LCS”)
  5. Individual Performance (subjective, determined by the Compensation Committee)

Key mechanics:

  • Each component’s target is set for the fiscal year ending December 31, 2026.
  • A minimum threshold for bonus payout: at least two of the four financial targets must be met at or above their minimum threshold for any bonus to be paid.
  • Revenue and CP require at least 90% of target for a payout; overachievement above 100% can increase payout by up to 10%.
  • Adjusted EBITDA and Adjusted EBITDA-LCS require at least 80% of target for a payout; overachievement above 100% can also increase payout by up to 10%.
  • The individual performance payout can range from 0% to 120% based on the Compensation Committee’s assessment.
  • All bonus payments are subject to approval by the Audit Committee following the audit of the company’s 2026 financial statements.

2026 RSU Grants – Equity Incentive Plan

In addition to cash compensation and performance bonuses, the Board approved grants of Restricted Stock Units (RSUs) under the company’s 2021 Equity Incentive Plan. Key features include:

  • RSUs are subject to time-based vesting requirements and service conditions.
  • Vested RSUs are settled in Paymentus Class A common stock, not in cash.
  • Participants are responsible for any tax obligations arising from RSU vesting and settlement. The company may satisfy withholding through several means, including share withholding or “sell to cover” arrangements.
  • The plan includes provisions on insider trading, restrictive covenants, and compliance with local laws for international participants.
  • Additional restrictions and clawback provisions apply in line with NYSE and SEC requirements.

A Form of Restricted Stock Unit Award Agreement was filed as an exhibit, detailing terms for employees receiving RSU awards under the plan.

Shareholder Considerations and Potential Price Sensitivity

  • Executive compensation practices continue to align with shareholder value creation, emphasizing performance-based rewards tied to key financial metrics.
  • The increase in base salary is in line with market practices (3% year-over-year), but the material portion of executive compensation remains at-risk and performance-based, which may be viewed positively by investors.
  • The stringent performance thresholds for bonus payments and the inclusion of individual performance as a component add rigor to the incentive structure.
  • RSU grants maintain long-term alignment with share price appreciation and provide retention incentives for senior management.
  • There were no executive departures or appointments announced in this filing; the disclosure relates solely to compensation and not broader C-suite changes.

Conclusion

The 2026 executive compensation program at Paymentus Holdings, Inc. reflects a balanced approach that aligns management incentives with company performance and shareholder interests. The combination of modest base salary increases, robust performance-based targets, and equity incentives suggests the Board’s commitment to driving sustainable long-term value.

Investors should monitor future performance disclosures to assess whether management meets or exceeds the established targets, which may influence bonus payouts and overall executive compensation. These disclosures can be price sensitive, as they indicate management’s confidence in achieving strong financial results and may impact market perceptions of the company’s outlook.


Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own research and consult with professional advisors before making any investment decisions. The information is based on company SEC filings as of March 2026 and may be subject to change.




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