Paymentus Holdings, Inc. announced a board transition on July 23, 2026, with the resignation of director Adam Malinowski effective immediately and the appointment of Gregory Williams to fill the vacancy. Williams, a Managing Director at Accel-KKR since 2009, was elected as a Class II director and brings extensive experience in corporate strategy, finance, and technology investments. The transition reflects the company's existing director nomination framework under its Stockholders Agreement with Accel-KKR and related parties.

Key Points

  • NYSE: PAY
  • Adam Malinowski resigned from the Board of Directors on July 23, 2026, with no disagreement cited regarding company operations or policies
  • Gregory Williams was appointed as a Class II director effective immediately, with his term expiring at the 2029 Annual Meeting of Stockholders
  • Williams will not receive cash retainer fees or equity awards for his service, consistent with compensation practices for other Accel-KKR nominated directors
  • The Board determined Williams meets New York Stock Exchange independence requirements

Adam Malinowski Steps Down from Director Role

On July 22, 2026, Adam Malinowski submitted his resignation notification to the Board of Directors of Paymentus Holdings, effective July 23, 2026. According to the disclosure, Malinowski was originally nominated to the Board by Accel-KKR. The company emphasized that his departure was not preceded by any disagreement with management regarding the company's operations, policies, or practices, suggesting an orderly transition rather than a contentious departure.

Malinowski had served as a director under the nomination rights granted to Accel-KKR under the existing Stockholders Agreement. The company did not disclose specific reasons for his resignation beyond noting its non-adversarial nature. This type of board transition is common when investors or major stakeholders decide to rotate their board representatives for strategic or operational reasons.

Gregory Williams Appointed to Fill Board Vacancy

On July 23, 2026, the Board of Paymentus, upon recommendation of the Nominating and Corporate Governance Committee, elected Gregory Williams as a director effective immediately. Williams fills the vacancy created by Malinowski's resignation and was appointed as a Class II director, meaning his term will expire at the company's 2029 Annual Meeting of Stockholders. The Board determined that Williams satisfies the independence requirements of the New York Stock Exchange listing standards.

Williams was appointed pursuant to nomination rights granted to Accel-KKR under the Stockholders Agreement dated May 24, 2021. This agreement, which includes certain entities affiliated with Accel-KKR and parties related to Dushyant Sharma (the company's Chairman, President, and Chief Executive Officer), grants specific director nomination privileges subject to defined ownership thresholds. The appointment reflects the structured governance framework established at the company's founding.

Gregory Williams' Professional Background and Qualifications

Gregory Williams has served as a Managing Director at Accel-KKR, a technology-focused private equity firm, since July 2009. His career spans more than 16 years at the investment firm, during which time he has accumulated significant experience in corporate strategy, finance, business transactions, and technology sector investments. Williams currently serves on the boards of several private companies within Accel-KKR's portfolio and has served on the boards of numerous other private companies throughout his career.

Williams holds an M.B.A. from the Darden School at the University of Virginia and an A.B. in History from Harvard College. The Board stated that his experience in corporate strategy, finance, business transactions, and technology investments, combined with his extensive board service across multiple organizations, qualifies him to serve as a director of Paymentus. His background in the financial and technology sectors aligns with the company's business focus on payment and transaction processing solutions.

Compensation Structure for the New Director

Consistent with Paymentus' established compensation practices for directors nominated by Accel-KKR, Gregory Williams is not expected to receive any cash retainer fees or equity awards for his service on the Board. This arrangement reflects a structured approach to director compensation where certain investor-nominated directors provide their services without ongoing monetary compensation beyond indemnification protections.

This compensation structure is notable as it may reduce potential conflicts of interest and aligns Williams' interests with those of Accel-KKR as an investor in the company rather than creating personal financial incentives tied to board service. The arrangement has been consistently applied to other Accel-KKR nominated directors, establishing a uniform governance practice.

Director Independence and Indemnification Protections

The Board of Paymentus determined that Gregory Williams meets the independence requirements of the New York Stock Exchange. This determination is significant because it indicates that the company's governance structure maintains board independence standards despite Williams' connection to Accel-KKR, a major investor and stakeholder. The NYSE independence standards are designed to ensure that boards include directors who can exercise objective judgment on company matters.

In connection with his appointment, Williams will enter into Paymentus' standard form of Director and Officer Indemnification Agreement. This agreement, which is filed as Exhibit 10.1 to the company's Annual Report on Form 10-K filed on February 24, 2026, provides Williams with protection against certain liabilities arising from his status as a director. These indemnification protections are standard practice in public company governance and are designed to protect directors from personal liability in performing their duties.

Stockholders Agreement Framework Governing Director Nominations

Gregory Williams' appointment was made pursuant to nomination rights granted to Accel-KKR under the Stockholders Agreement dated May 24, 2021. This agreement is among Paymentus Holdings, Inc., entities affiliated with Accel-KKR, and parties related to CEO Dushyant Sharma. The agreement establishes specific procedures for director nominations and grants nomination rights to these parties subject to defined ownership thresholds, providing them with a structured mechanism to maintain board representation.

The Stockholders Agreement represents a governance arrangement that balances the interests of multiple investor groups, including Accel-KKR and the Sharma parties, with the company's broader stakeholder interests. Such agreements are common in companies with major investor sponsors and help establish transparent, predictable governance processes. The filing notes that this summary description does not purport to be complete and is qualified by reference to the full text of the agreement, which is available in the company's Form 10-K filing.

No Related Party Transactions or Committee Assignments

According to the disclosure, Gregory Williams is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission. This indicates that Williams' appointment does not trigger disclosure requirements related to transactions between the company and directors or their affiliates beyond those already disclosed regarding the Stockholders Agreement.

Williams is not expected to be appointed to any committee of the Board. This assignment approach is consistent with the company's governance structure for Accel-KKR nominated directors and may reflect the company's view that his board service will focus on general oversight and strategy rather than specialized committee responsibilities such as audit, compensation, or nominating functions.

Governance Continuity and Strategic Implications

The board transition represents a routine governance matter reflecting Paymentus' established framework for director representation rather than a significant strategic shift. The fact that Malinowski's resignation was not preceded by disagreement and was immediately replaced by another Accel-KKR-nominated director suggests continuity in the company's relationship with its major investor sponsor. This type of orderly rotation is common in companies with significant investor involvement in governance.

Investors may be watching to understand whether this transition signals any changes in Accel-KKR's strategic role at Paymentus or in the company's overall direction. However, the filing provides no indication of such changes. The company has maintained its governance framework established at the time of Accel-KKR's original investment, with structured nomination rights continuing to function as designed. Williams brings complementary experience in corporate strategy and finance that may support the company's ongoing operations and strategic initiatives.