Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2023, the Board of Directors (the “Board”) of Paymentus Holdings, Inc. (the “Company”) appointed Sanjay Kalra as Senior Vice President and Chief Financial Officer of the Company, effective March 6, 2023. He will also serve as the Company’s principal accounting officer. Mr. Kalra replaces Paul Seamon, who has served as Interim Chief Financial Officer since September 9, 2022. Mr. Seamon will resume his prior role with the Company as Vice President of Finance and Strategy, effective March 6, 2023.
Mr. Kalra, 50, was the Senior Vice President and Chief Financial Officer of Harmonic Inc., a Nasdaq-listed virtualized broadband and video delivery solutions company, from June 6, 2017 to March 3, 2023. Previously, he served as a Chief Accounting Officer at Harmonic, Corporate Controller at TiVo, Inc. and Vice President and Corporate Controller at Model N, Inc., and held various senior financial leadership roles at Silicon Image after beginning his career in public accounting at Ernst & Young LLP. Mr. Kalra holds a B. Com. in Commerce and Accounting from CCS University, India, is a Chartered Accountant from The Institute of Chartered Accountants of India and is a Certified Public Accountant.
The Board approved the Company’s entry into a Confirmatory Employment Letter with Mr. Kalra, effective March 6, 2023 (the “Employment Letter”). The Employment Letter provides for an annual base salary of $500,000 and a target annual cash bonus opportunity of $500,000, subject to performance and other criteria established by the Board or a committee thereof. Mr. Kalra is also entitled to receive an award of restricted stock units (“RSUs”) with a grant date value of $4,000,000 on or about his start date. Subject to further Board approval, he will also receive a grant of RSUs with a grant date value of $2,000,000 on or about the first anniversary of his start date, and a grant of RSUs with a grant date value of $1,400,000 on or about each of the second and third anniversaries of his start date. Each RSU represents the right to receive one share of the Company’s Class A common stock upon vesting. Each RSU grant will generally be subject to vesting over four years, subject to Mr. Kalra’s continued service to the Company through the applicable vesting date, and will be granted pursuant to, and in accordance with, the terms of the Company’s 2021 Equity Incentive Plan. The foregoing description is qualified in its entirety by reference to the full text of the Employment Letter, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The Board also approved a Change in Control and Severance Agreement (the “CIC Agreement”) between the Company and Mr. Kalra. The CIC Agreement provides that Mr. Kalra will receive certain benefits in connection with certain qualifying involuntary terminations, including in connection with a change in control. If Mr. Kalra’s employment is terminated outside of the change in control period beginning on the date that is three months prior to the date of a change in control and ending on the one-year anniversary of such change in control, either (1) by the Company without cause and other than due to death or disability, or (2) by Mr. Kalra for good reason, he will be entitled to continuing payments of his base salary for six months and health care premiums for up to six months following termination. If Mr. Kalra’s employment is terminated during the change in control period, either (1) by the Company without cause and other than due to death or disability, or (2) by Mr. Kalra for good reason, he will be entitled to a lump sum cash payment equal to 75% of his annual base salary, a lump sum cash payment equal to his prorated annual target bonus, continuing payments of health care premiums for up to nine months and vesting acceleration of all of his unvested time-based equity awards. The foregoing description is qualified in its entirety be reference to the full text of the CIC Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Additionally, the Company and Mr. Kalra will enter into the Company’s standard form of director and executive officer indemnification agreement, which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2023, pursuant to which the Company will agree, among other things, to indemnify Mr. Kalra against certain liabilities which may arise by reason of his status as an executive officer.
There are no family relationships between any of the Company’s directors or officers and Mr. Kalra that are required to be disclosed under Item 401(d) of Regulation S-K. There are no other arrangements or understandings between Mr. Kalra and any other person pursuant to which Mr. Kalra was appointed as Chief Financial Officer. Mr. Kalra has not entered into any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K.