PAYSIGN INC (PAYS)
Sector: Financials
2026 Annual Meeting Analysis
PAYSIGN INC · Meeting: May 8, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Long-tenured founder and CEO with deep payments industry expertise; no overboarding, no attendance issues, no familial conflicts, and the 3-year stock return of +65.4% trails XLK by only 18.8 percentage points — well below the 65-point threshold required to trigger a no vote for a company with strong positive returns.
Joined the board in August 2022 (under 48 months ago) with extensive payments industry experience from Mastercard and InComm; the TSR gap versus XLK is only 18.8 points, far short of the 65-point trigger threshold, and no other policy concerns apply.
Has served since November 2018 with over 30 years of payments operations experience; the 3-year TSR gap versus XLK is only 18.8 points against a 65-point trigger threshold, and no overboarding, attendance, independence, or familial relationship issues are present.
Certified Public Accountant with extensive accounting and valuation experience serving as audit committee chair and financial expert; the 3-year TSR gap versus XLK is only 18.8 points, well below the 65-point trigger, and no other policy concerns apply.
Brings deep payments and legal expertise from Euronet Worldwide; joined in December 2022 and the 3-year TSR gap versus XLK is only 18.8 points, far below the 65-point trigger threshold, with no other policy concerns identified.
Seasoned payments entrepreneur with CEO experience at NetSpend and Green Dot; has served since May 2018 and the 3-year TSR gap versus XLK is only 18.8 points against a 65-point trigger threshold, with no overboarding, attendance, or independence concerns.
Brings extensive banking and healthcare payments expertise from a long career at UMB Bank; the 3-year TSR gap versus XLK is only 18.8 points, well below the 65-point trigger, and all other policy screens pass cleanly.
All seven nominees pass every policy screen: the company's 3-year price return of +65.4% is strong positive, and the gap versus the XLK technology ETF benchmark is only 18.8 percentage points — far below the 65-point threshold required to trigger a no vote in this TSR tier. No director is overboarded, all attended at least 75% of meetings, independent directors serve only on committees they are qualified for, and the proxy confirms no familial relationships among directors and officers.
Say on Pay
✗ AGAINSTCEO
Mark R. Newcomer
Total Comp
$2,754,265
Prior Support
N/A
The proxy explicitly states that all bonuses paid in 2025 were entirely discretionary, determined by the board with no formula, criteria, or performance targets attached — meaning the 'variable' portion of pay functions as additional fixed compensation rather than a true incentive. The CEO received $1,050,000 in base salary plus $301,865 in discretionary bonus and $1,398,000 in stock awards for total compensation of $2,754,265, and the company's own Pay Versus Performance disclosure acknowledges that compensation actually paid to executives is 'not directly correlated with total shareholder return' and that the company does 'not historically look to net income as a guide to measure performance.' Without any meaningful, measurable performance conditions governing the bonus component, the compensation structure fails the policy requirement that incentive pay be tied to real performance outcomes, and the absence of a compensation consultant or disclosed peer group further undermines confidence that pay levels are appropriately calibrated.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$390,000
Non-Audit Fees
$0
Baker Tilly charged $390,000 in audit fees in fiscal 2025 with zero non-audit, tax, or other fees — making the non-audit fee ratio 0%, comfortably below the 50% threshold. Baker Tilly is a large national firm appropriate for a company of Paysign's size. The firm is effectively a continuation of Moss Adams (which merged into Baker Tilly in June 2025), so independent tenure cannot be confirmed, but the policy requires confirmed tenure data to trigger a no vote, so no adverse inference is drawn.
Overall Assessment
The 2026 Paysign annual meeting presents two routine proposals (director elections and auditor ratification) that pass all policy screens and warrant FOR votes, and an executive compensation program that warrants an AGAINST vote because all bonuses are fully discretionary with no performance conditions, making the company's own proxy disclosure that pay is not correlated with TSR or net income a significant governance concern. There are no stockholder proposals on the ballot and no equity plan or other non-standard proposals requiring analysis.