Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-23

Priority Technology Holdings, Inc. (PRTH)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$8,004,152
Thomas Priore total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
94.26%
Say-on-pay support, latest vote
Companies that benchmark against PRTH
4 companies name PRTH as a compensation peer

Each company listed discloses PRTH in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PRTH in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Thomas Priore$1,200,000$1,369,566$2,996,498$0$0$0$2,438,088$8,004,152
Chief Executive Officer and Chairman
Timothy O'Leary400,000260,0001,800,00000014,0002,474,000
Chief Financial Officer
Bradley Miller375,000165,0001,237,76000014,0001,791,760
General Counsel and Chief Risk Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Thomas Priore$8,004,152$5,003,399$3,234,533+3,000,753
Timothy O'Leary2,474,0001,273,8001,273,200+1,200,200
Bradley Miller1,791,760576,300575,700+1,215,460

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Marc CrisafulliDirector2026-07-01A4,296CommonForm 4 ↗
Marietta DavisDirector2026-07-01D4,29600Derivative, Class A CommonForm 4 ↗
Christina FavillaDirector2026-07-01A4,296CommonForm 4 ↗
Christina FavillaDirector2026-07-01D4,29600Derivative, Class A CommonForm 4 ↗
Michael PassillaDirector2026-07-01A4,29600CommonForm 4 ↗
Michael PassillaDirector2026-07-01D4,29600Derivative, Class A CommonForm 4 ↗
Marietta DavisDirector2026-07-01A4,29600CommonForm 4 ↗
Christina FavillaDirector2026-07-01D1,22978,197CommonForm 4 ↗
Michael PassillaDirector2026-07-01D1,16877,791CommonForm 4 ↗
Marc CrisafulliDirector2026-07-01D4,29600Derivative, Class A CommonForm 4 ↗
Marietta DavisDirector2026-07-01D1,16877,791CommonForm 4 ↗
Clayton MainDirector2026-07-01A4,296CommonForm 4 ↗
Clayton MainDirector2026-07-01D4,29600Derivative, Class A CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Bradley MillerRSU61,539
Bradley MillerRSU1,237,760
Thomas PrioreRSU2,996,498
Timothy O'LearyRSU1,800,000
Bradley MillerRSU52,301
Timothy O'LearyRSU138,462
Timothy O'LearyPSU138,461
Bradley MillerPSU61,538
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Bradley Miller$1,237,760$0$00.0%
Thomas Priore2,996,498000.0%
Timothy O'Leary1,800,000000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
PriorePSU555,506$3,027,508
Bradley MillerPSU123,077670,770
Timothy O'LearyPSU401,6422,188,949
05

Incentive-plan design — the Compensation Discussion & Analysis

our executive compensation programs are designed to attract, retain, and motivate executives of superior ability who are dedicated to the long-term interests of our stockholders. Under these programs, our NEOs are rewarded for the achievement of specific annual, long-term, and strategic goals, corporate goals, and the realization of increased stockholder value.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultant
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-1147,579,2282,899,55640,34894.26%Passed
20252025-06-1351,873,6974,983,4498,53791.24%Passed
20242024-05-2250,957,48795,226099.81%Passed
20232023-05-2451,399,18764,4722,58299.87%Passed
20222022-05-2554,658,8992,191,0791,60096.15%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1194.26%a
20252025-06-1391.24%b
20242024-05-2299.81%c

a. Approved under the standard stated in the filing — “Abstentions are not considered votes cast and thus will not affect the outcome of this proposal.”.

b. Approved under the standard stated in the filing — “Abstentions are not considered votes cast and thus will not affect the outcome of this proposal.”.

c. Approved under the standard stated in the filing — “Abstentions are not considered votes cast and thus will not affect the outcome of this proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Michael PassillaIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance$85,000$100,000$0$0$0$185,000
Christina FavillaIndependent · Audit · Compensation · Nominating and Corporate Governance (Chair)65,000100,000000165,000
Marc CrisafulliIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance65,000100,000000165,000
Marietta DavisIndependent · Audit · Compensation · Nominating and Corporate Governance60,000100,000000160,000
Clayton MainIndependent · Audit · Compensation · Nominating and Corporate Governance · Newly elected40,000100,000000140,000
John PrioreNot independent · Not standing for re-election · Departed during FY000000
Thomas PrioreEmployee director · Board Chair00000
09

Board fee structure and ownership guideline

Annual cash retainer$60,000
Annual equity retainer$100,000
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)25,000 / 5,000 / 5,000
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$315,000
Equity awards (grant-date value)$500,000
All other compensation$0
Total cost of the board$815,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Priority Technology Holdings, Inc.2025Thomas Priore$1,200,000$2,996,498$0$0$8,004,152

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at Priority Technology Holdings, Inc. in fiscal 2025?
The highest-paid executive at Priority Technology Holdings, Inc. in fiscal 2025 was Thomas Priore, Chief Executive Officer and Chairman, with total compensation of $8,004,152.
How does Priority Technology Holdings, Inc.'s chief executive pay compare to its disclosed peer group?
The CEO pay percentile of disclosed peers is not disclosed in this extract.
What is Priority Technology Holdings, Inc.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio is not disclosed in this extract.
How did shareholders vote on Priority Technology Holdings, Inc.'s executive compensation?
Shareholders supported the executive compensation plan with 94.26% approval in the latest vote.
How much does Priority Technology Holdings, Inc. spend in total on board compensation for fiscal 2025?
The company reported total board compensation for fiscal 2025 as $815,000.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Thomas PrioreDEF 14A2026-04-280001653558-26-000090Section “Summary Compensation Table”. As printed: 8,004,152. Filing ↗machine: t5 · r2 · c19 · span 192936–192945
2Section 01, Timothy O'LearyDEF 14A2026-04-280001653558-26-000090Section “Summary Compensation Table”. As printed: 2,474,000. Filing ↗machine: t5 · r5 · c19 · span 201009–201018
3Section 01, Bradley MillerDEF 14A2026-04-280001653558-26-000090Section “Summary Compensation Table”. As printed: 1,791,760. Filing ↗machine: t5 · r8 · c19 · span 208895–208904
4Section 03, Bradley Miller RSUDEF 14A2026-04-280001653558-26-000090Section “EXECUTIVE OFFICERS AND BOARD OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: span 219617–219623
5Section 03, Bradley Miller RSUDEF 14A2026-04-280001653558-26-000090Section “Summary Compensation Table” · grants of plan-based awards table. Filing ↗machine: t5 · r8 · c9 · span 207218–207227
6Section 03, Thomas Priore RSUDEF 14A2026-04-280001653558-26-000090Section “Summary Compensation Table” · grants of plan-based awards table. Filing ↗machine: t5 · r2 · c9 · span 190887–190896
7Section 03, Timothy O'Leary RSUDEF 14A2026-04-280001653558-26-000090Section “Summary Compensation Table” · grants of plan-based awards table. Filing ↗machine: t5 · r5 · c9 · span 199332–199341
8Section 03, Bradley Miller RSUDEF 14A2026-04-280001653558-26-000090Section “EXECUTIVE OFFICERS AND BOARD OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: span 219527–219533
9Section 03, Timothy O'Leary RSUDEF 14A2026-04-280001653558-26-000090Section “EXECUTIVE OFFICERS AND BOARD OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: span 218547–218554
10Section 03, Timothy O'Leary PSUDEF 14A2026-04-280001653558-26-000090Section “EXECUTIVE OFFICERS AND BOARD OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: span 218652–218659
11Section 03, Bradley Miller PSUDEF 14A2026-04-280001653558-26-000090Section “EXECUTIVE OFFICERS AND BOARD OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: span 219721–219727
12Section 07, pay ratio10-K2026-03-100001653558-26-000066Section “CEO Pay Ratio”. As printed: —. Filing ↗
13Section 08, Michael PassillaDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 185,000. Filing ↗machine: t9 · r5 · c6 · span 286362–286369
14Section 08, Christina FavillaDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 165,000. Filing ↗machine: t9 · r4 · c6 · span 284691–284698
15Section 08, Marc CrisafulliDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 165,000. Filing ↗machine: t9 · r2 · c6 · span 281350–281357
16Section 08, Marietta DavisDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 160,000. Filing ↗machine: t9 · r3 · c6 · span 283019–283026
17Section 08, Clayton MainDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 140,000. Filing ↗machine: t9 · r6 · c6 · span 288235–288242
18Section 08, John PrioreDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 0. Filing ↗
19Section 08, Thomas PrioreDEF 14A2026-04-280001653558-26-000090Section “Director Compensation”. As printed: 0. Filing ↗
20Section 02, Marc Crisafulli 2026-07-01Form 42026-07-230001653558-26-000118Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Marietta Davis 2026-07-01Form 42026-07-230001653558-26-000112Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Christina Favilla 2026-07-01Form 42026-07-230001653558-26-000116Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Christina Favilla 2026-07-01Form 42026-07-230001653558-26-000116Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Michael Passilla 2026-07-01Form 42026-07-230001653558-26-000114Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, Michael Passilla 2026-07-01Form 42026-07-230001653558-26-000114Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Marietta Davis 2026-07-01Form 42026-07-230001653558-26-000112Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, Christina Favilla 2026-07-01Form 42026-07-230001653558-26-000116Insider equity transaction reported since the proxy statement. Filing ↗
28Section 02, Michael Passilla 2026-07-01Form 42026-07-230001653558-26-000114Insider equity transaction reported since the proxy statement. Filing ↗
29Section 02, Marc Crisafulli 2026-07-01Form 42026-07-230001653558-26-000118Insider equity transaction reported since the proxy statement. Filing ↗
30Section 02, Marietta Davis 2026-07-01Form 42026-07-230001653558-26-000112Insider equity transaction reported since the proxy statement. Filing ↗
31Section 02, Clayton Main 2026-07-01Form 42026-07-230001653558-26-000110Insider equity transaction reported since the proxy statement. Filing ↗
32Section 02, Clayton Main 2026-07-01Form 42026-07-230001653558-26-000110Insider equity transaction reported since the proxy statement. Filing ↗
33Section 06, 2026 voteForm 8-K2026-06-150001653558-26-000105Item 5.07 · say-on-pay result. As reported: 94.26% (votes for as printed: 47,579,228). Filing ↗
34Section 06, 2025 voteForm 8-K2025-06-130001653558-25-000079Item 5.07 · say-on-pay result. As reported: 91.24% (votes for as printed: 51,873,697). Filing ↗
35Section 06, 2024 voteForm 8-K2024-05-220001653558-24-000076Item 5.07 · say-on-pay result. As reported: 99.81% (votes for as printed: 50,957,487). Filing ↗
36Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
37Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
38Section 09b board cost (computed)ComputedcomputedCash 315,000 + equity 500,000 + all other 0 = 815,000, summed across the director compensation table rows.machine: formula: Σ = 815,000
39Priority Technology Holdings, Inc. (subject), Section 10b CEO totalDEF 14A2026-04-280001653558-26-000090CEO total compensation as printed in Priority Technology Holdings, Inc.'s own proxy. As printed: 8,004,152. Filing ↗machine: t5 · r2 · c19 · span 192936–192945