Board of Directors Compensation Review

Shift4 Payments, Inc.

Fiscal Year 2025 Board Governance Review

Ticker: FOUR
Fiscal Year: FY2025
Filing Date: 2026-04-30
Sector: Payments & Financial Infrastructure

41st

Comp Percentile

Total retainer vs. peers

86%

Independence

6 of 7 directors

79.38%

Say-on-Pay

FY2025 vote; prior: 97.70%

Moderate

Proxy-Advisor Screen

Velarion ISS-aligned directional

Thesis

Total director compensation of $260,000 positions at the 41st percentile of peers, −$25,000 versus the $285,000 peer median. The company maintains 4 of 4 core governance provisions tracked by Velarion. A moderate proxy-advisor screen reading and 79.38% say-on-pay approval reflect aligned negative governance signals warranting committee response ahead of the next proxy cycle.

Calibration anchors as of August 2, 2026 (stock price $53.00; market cap $4.2B).

Recommended Direction

Director compensation sits below the peer median — a cost-disciplined positioning nothing here requires the board to defend; recruitment and retention at this level is the only consideration worth board attention. Engage the top 10 shareholders by vote weight before the next proxy to reinforce program design and surface concerns.

Key Findings

MODERATEPositioning

Total retainer at the 41st of peers

Total director compensation of $260,000 sits −$25,000 versus a peer median of $285,000. Positioning provides cover to strengthen the rationale disclosure in the next proxy.

ELEVATEDProxy Risk

ISS moderate concern with say-on-pay at 79.38%

The vote reflects shareholder support below the level that reads as an endorsement, against moderate proxy-advisor concern. Both signals point the same way, so the next ISS cycle is unlikely to be pre-empted by disclosure alone; the board-pay rationale and the program changes behind it are what the vote is responding to.

Since the Last Disclosure

Activity since the last disclosure — $4.7M of equity awarded across 8 awards to 7 people since Jan 1, 2026. None of it reaches a compensation table until the FY2026 disclosure is published.

Shareholder vote in the current window — 79.38% support on Jun 12, 2026, with 2 awards granted before the vote and 6 after it.

8

Awards Granted

since the last disclosure

7

Directors Receiving

distinct recipients

$4.7M

Value of Awards

at each award-date close

Jan 1, 2026

Window Opened

first day after the disclosure period

Not Yet in Any Compensation Table

None of this reaches a compensation table until the FY2026 disclosure is published.

8 awards to 7 directors since Jan 1, 2026

Awards by Recipient

Director	Title	Award Date	Shares	Value
Nancy Disman	Former Chief Financial Officer	Feb 27, 2026	76,015	$3.3M
Nancy Disman	Former Chief Financial Officer	Jun 15, 2026	7,343	$293k
Sam Bakhshandehpour	—	Jun 15, 2026	5,100	$204k
Seth Dallaire	—	Jun 15, 2026	5,100	$204k
Karen Roter Davis	—	Jun 15, 2026	5,100	$204k
Sarah Goldsmith-Grover	—	Jun 15, 2026	5,100	$204k
Jonathan Halkyard	—	Jun 15, 2026	5,100	$204k
Jared Isaacman	Former Chief Executive Officer; Former Executive Chairman of the Board	Feb 7, 2026	1,546,605	—

79.38% Support, Voted Jun 12, 2026

Most Recent Shareholder Vote on Pay

Shareholders voted during the current window. 2 of the awards on the preceding page were granted before that vote and 6 after it.

2 preceded the vote; 6 followed it.

The Vote

Item	Value
Support recorded	79.38%
Vote held	Jun 12, 2026
Relative to the current window	Inside the window
Awards granted before the vote	2
Awards granted after the vote	6

Activity Since

Since the Disclosure	Value
Awards since the disclosure closed	8
Recipients	7
Units awarded, all dated awards	1,655,463
Value of those awards	$4.7M

Everything Since the Last Disclosure Closed 12 awards to 11 people across executives and directors, between Feb 7, 2026 and Jun 15, 2026

Disclosure period closesEquity awardsShareholder voteToday

7

Total Directors

6 independent · 1 non-indep

86%

Independence

ISS threshold: 67%

—

Avg Tenure

2 of 7 disclosed

Non-independent

Board Chair

Taylor Lauber

This event postdates the FY2025 annual disclosure but directly implicates board oversight credibility ahead of the June 2027 annual meeting. Combined with the combined Chair/CEO structure (a Lead Independent Director is designated), the settlement creates a disclosure environment where the FY2026 CD&A will need to address related-party oversight rigor explicitly to avoid compounding the 79.38% say-on-pay result.

Director Roster — FY2025

Director	Independent	Employee	Committees	Tenure
Taylor Lauber (Chair)	No	Yes	—	Joined 2025
Nancy Disman	Yes	No	Compensation	—
Sam Bakhshandehpour	Yes	No	Audit; Compensation (Chair)	—
Karen Roter Davis	Yes	No	Audit; Compensation; Nominating and Corporate Governance	—
Sarah Grover	Yes	No	Compensation; Nominating and Corporate Governance (Chair)	—
Jonathan Halkyard (Lead)	Yes	No	Audit (Chair); Nominating and Corporate Governance	—
Seth Dallaire	Yes	No	Nominating and Corporate Governance	Joined 2025

$288k

Median Indep Comp

Non-chair independent

$1.5M

Non-Chair Indep Comp

5 non-chair independent

41st

Positioning

Total retainer vs. peers

7

Board Size

6 independent

FY2025 Director Compensation (as reported)

Director	Cash	Stock	Options	Other	Total
Taylor Lauber (Chair) ‡ †	Pending — compensation not yet set
Christopher Cruz * ‡	$0	$0	$0	$0	$0
Donald Isaacman * ‡	$37,500	$210,000	$0	$0	$247,500
Jared Isaacman * ‡	$0	$0	$0	$0	$0
Jonathan Halkyard	$84,125	$210,000	$0	$0	$294,125
Karen Roter Davis	$78,500	$210,000	$0	$0	$288,500
Nancy Disman ‡	$0	$0	$0	$0	$0
Sam Bakhshandehpour	$73,125	$210,000	$0	$0	$283,125
Sarah Grover	$73,375	$210,000	$0	$0	$283,375
Seth Dallaire	$47,250	$271,015	$0	$0	$318,265
Total non-chair independent (5)	$356,375	$1,111,015	$0	$0	$1,467,390

† Newly elected at the most recent annual meeting — compensation for the upcoming term not yet determined.

$50K

Cash Retainer

32nd percentile

$210K

Equity Retainer

50th percentile

$260K

Total Retainer

41st percentile

12

Peer Set Size

Disclosed proxy peers with fee data

Total Director Retainer vs. Peers

TRIP

$320K

ACIW

$318K

TYL

$310K

GDDY

$305K

BR

$300K

WEX

$285K

FOUR

$260K

EEFT

$260K

JKHY

$250K

TOST

$250K

AFRM

$245K

YELP

$245K

Schedule of Director Fees

Element	Amount
Annual Cash Retainer	$50,000
Annual Equity Retainer	$210,000
Total Annual Retainer	$260,000
Board Chair Premium	—
Lead Director Premium	—
Audit Chair Premium	$30,000
Comp Chair Premium	$22,500
Nom/Gov Chair Premium	$18,000
Audit Member	$15,000
Comp Member	$10,000
Nom/Gov Member	$5,500
Per-Meeting Fee	—

Vesting & Equity Vehicle

Vehicle: RSUs
Director SOG: $250,000
Vesting: Per filed disclosure

Stock Ownership Guideline

$250,000

Anti-Pledging / Anti-Hedging

Anti-pledging: In place
Anti-hedging: In place

FOUR Retainer-Only Mix (non-chair independent)

19%/81%

Cash / Equity — Retainer-Only

Cash retainer: $50,000 (19%)
Equity retainer: $210,000 (81%)
+1 ppt vs. peer median (80%)

Aggregate Paid — Context Only

Cash paid (incl. committee premiums and meeting fees): $356,375
Equity awards (grant-date fair value): $1,111,015
Not peer-compared — peer table uses retainer-only basis.

Peer Set — Cash vs Equity Mix

Peer	Cash Retainer	Equity Retainer	Total	Equity %
CPAY	$0K	$300K	$300K	100%
TOST	$30K	$220K	$250K	88%
YELP	$40K	$205K	$245K	84%
GDDY	$50K	$255K	$305K	84%
AFRM	$45K	$200K	$245K	82%
TYL	$60K	$250K	$310K	81%
ACIW	$68K	$250K	$318K	79%
TRIP	$70K	$250K	$320K	78%
JKHY	$70K	$180K	$250K	72%
WEX	$85K	$200K	$285K	70%
BR	$100K	$200K	$300K	67%
EEFT	$100K	$160K	$260K	62%

—

Average Tenure (yrs)

Across all directors

—

Refreshment Grade

Velarion methodology

0

New Indep Dirs (3 yr)

Independent additions

0

Directors 15+ Years

ISS / Glass Lewis watch

Tenure Distribution

0–3 years

2

4–7 years

0

8–12 years

0

13+ years

0

Long-Tenure Directors (ISS / Glass Lewis Watch)

No directors at or approaching the 15-year ISS watch threshold.

Disclosure Quality100/100Strong

STI 25/25 · LTI 25/25 · Gov 20/20 · Phil 15/15 · Design 15/15

Governance Provisions

Provision	Status
Director Stock Ownership Guideline	✓
Clawback Policy	✓
Anti-Hedging Policy	✓
Anti-Pledging Policy	✓

Score: 4/4 provisions in place

Anti-Pledging / Anti-Hedging

Anti-pledging: In place
Anti-hedging: In place
Tax gross-ups: None

Independence Profile

Board independence: 86% (6 of 7 directors)
Chair structure: Non-independent chair — Taylor Lauber
ISS independence threshold: 67% · subject clears the threshold.

Stock Ownership Guidelines

Director guideline: $250,000
Scope: Director-specific guideline disclosed in proxy
Peer prevalence: 12 of 12 disclosed-peer companies disclose director stock ownership guidelines
Holding period / compliance window: Per filed disclosure

Governance Narrative

Say-on-pay support dropped 18.32 percentage points to 79.38% in FY2025 — the trough across the three-year vote record — while the committee's own CD&A characterized this as indicating 'the substantial majority of stockholders view our executive compensation program as being well aligned.' The committee interpreted the prior vote as validating current practice; the subsequent decline to 79.38% may warrant revisiting this assessment in the FY2026 CD&A ahead of the June 2027 annual meeting.
This event postdates the FY2025 annual disclosure but directly implicates board oversight credibility ahead of the June 2027 annual meeting. Combined with the combined Chair/CEO structure (a Lead Independent Director is designated), the settlement creates a disclosure environment where the FY2026 CD&A will need to address related-party oversight rigor explicitly to avoid compounding the 79.38% say-on-pay result.

79.38%

Latest SOP Approval

FY2025

C ↓

SOP Grade

Outlook: declining

3

Votes on Record

Disclosed annual votes

SoP Approval Trend

SoP Vote Detail

Year	Approval	For	Against	Result
FY2025	79.38%	47,733,886	12,398,705	Pass
FY2023	97.70%	290,943,779	6,847,349	Pass
FY2022	96.05%	290,539,406	11,949,747	Pass

Say-on-pay approval stands at 79.38% for FY2025, shareholder support below the level that reads as an endorsement. Vote level warrants targeted shareholder outreach ahead of the next proxy cycle.

Full Ballot — FY2025 Annual Meeting (2026-06-12)

#	Proposal	Proponent	Approval	Outcome
1	Director Election	Company	—	—
2	Auditor Ratification	Company	99.80%	Approved
3	Say-on-Pay (advisory)	Company	79.38%	Approved
4	Charter Amendment	Company	99.54%	Approved
5	Other Proposal	Company	81.57%	Approved

Say-on-pay approval of 79.38% trailed the rest of the ballot: the median of the 3 other proposals was 99.54% (20.16 pp above the pay vote). The pay vote reads differently when the rest of the ballot runs near-unanimous.

CEO Pay Ratio

186:1

CEO pay as a multiple of median employee pay — FY2025

Fiscal Year	Pay Ratio	CEO Total Compensation	Median Employee Compensation
FY2025	186:1	$12,211,164	$65,478
FY2024	160:1	$9,473,198	$59,200

The ratio increased 16.6% from FY2024 (160:1) to FY2025 (186:1).

Market capitalisation $3.8B as of 2026-08-02. Market capitalisation is a point-in-time figure and is not stated on the same fiscal-year basis as the pay ratio.

Director Election Support — FY2025 Annual Meeting

Director	Committees	Election Support
Nancy Disman	Compensation	52,021,699 for / 8,222,028 withheld ¹
Jonathan Halkyard	Audit (Chair), Nominating and Corporate Governance	54,877,579 for / 5,366,148 withheld ¹
Sam Bakhshandehpour	Audit, Compensation (Chair)	59,496,829 for / 746,898 withheld ¹

¹ Votes for / votes withheld-or-against (voting standard not disclosed). Support percentages are shown only where the company discloses a majority or plurality voting standard for director elections.

Year-over-year support change is not shown: the company's disclosed election-support history does not carry a prior-year percentage for any director on this page to compare against.

Directors are sorted by election support, weakest first. Figures are shown as reported; no threshold or advisory-vote implication is applied.

Component Grades & Rationale

Component	Grade	Why This Grade
Compensation Positioning	A	Total director retainer at the 41st percentile of disclosed peers
Independence	A	Board independence 86% vs ISS 67% threshold (6 of 7 directors)
Refreshment	—	Tenure not disclosed
Governance	A	4 of 4 core governance provisions in place (Director Stock Ownership Guideline, Clawback Policy, Anti-Hedging Policy, Anti-Pledging Policy)
Say-on-Pay	C ↓	Latest SoP approval 79.38% — shareholder support below the level that reads as an endorsement; declining trend — net decline across the most recent 3-year window; outlook declining

Committee Chair Premium — Subject vs Peer Set

Premium	FOUR	Peer Median	Peer Min	Peer Max	n
Board Chair Premium	—	$62,500	$45,000	$100,000	4
Lead Director Premium	—	$40,000	$25,000	$140,000	6
Audit Chair	$30,000	$25,000	$15,000	$30,000	10
Comp Chair	$22,500	$19,000	$10,000	$25,000	10
Nom/Gov Chair	$18,000	$13,500	$7,500	$20,000	10

$1.5M

Aggregate Indep Comp

5 compensated independent directors (chair not independent, excluded)

$1.5M

Eligible Aggregate

Independent, excluding chair; incl. departed

1st

Aggregate Cost Percentile

vs 12 disclosed peers

$2.6M

Peer Median Aggregate

Independent directors

Aggregate Independent Director Compensation — Subject vs Peers

CPAY

$3.4M

WEX

$3.1M

BR

$3.0M

GDDY

$2.9M

ACIW

$2.8M

YELP

$2.6M

JKHY

$2.6M

TOST

$2.2M

EEFT

$2.2M

AFRM

$2.1M

TRIP

$2.1M

TYL

$2.0M

FOUR

$1.5M

Predicted ISS Qualitative Commentary

Velarion simulation

The FY2025 say-on-pay result of 79.4%, trailing the rest of the ballot by 20.2 percentage points, reflects shareholder sensitivity to this gap.

Board-Level Proxy Risk Indicators

Board Tenure Profile

Not measured — start year on file for 2 of 7 directors

low

Independent Director Ratio

86% (6 of 7)

low

Refreshment Cadence

1 new indep (last 3 yrs)

elevated

Recent Say-on-Pay (3 Years)

FY2025: 79.38%
FY2023: 97.70%
FY2022: 96.05%

Director-Specific Refreshment Flags

No directors at or beyond the 15-year refreshment trigger.

Independent Alignment Read — 2026 Methodology Crosswalk

DQ: PARTIAL

An independent alignment read that reflects how pay-for-performance frameworks reason — computed transparently from public methodology, and honest about its own completeness. Directional only: not an official ISS or Glass Lewis score, and not a forecast of any advisor’s recommendation or vote. Higher score = more potential concern (below 40 = low, 40–69 = medium, 70+ = high); a “partial” tag means that sub-test used the inputs available, not a complete calculation. See the methodology section for what each score measures.

ISS 2026 methodology crosswalk (directional)

40LOW concern/ 100

5-Year Pay-Performance Lookback · partial55

Pay Multiple (1y & 3y Windows) · partial12

Peer Group Construction70

Qualitative Factors · partial49

Say-on-Pay Responsiveness40

Director Pay Pattern · partial15

Equity Plan Grant Practices · partial25

Glass Lewis 2026 methodology crosswalk (directional)

69MEDIUM concern/ 100

Test 1 — Granted Pay vs TSR100

Test 2 — Granted Pay vs Financials · partial100

Test 3 — STI Payout vs TSR57

Test 4 — NEO Pay vs Financials · partial56

Test 5 — CAP vs TSR · partial38

Test 6 — Qualitative Modifier · partial52

Scorecard Aggregate · partial74

CIC Discretion & Rationale · partial30

Partial inputs — no PTA screen result. Overall scores are computed from available inputs only; unsupported sub-scores are omitted, never estimated.

What Changed Year-over-Year (FY2024 → FY2025) Deterministic diff vs FY2024 — proxy disclosures + peer group

Disclosed Peer Group: count 15 → 13; +1 (NVEI); −3 (EVTC, NCNO, QTWO)
STI Target % of Salary: Not disclosed → 100.
STI Committee Discretion: No → Yes.
LTI / PSU Metric Set: +1 (adjusted free cash flow per share)
STI Metric Set: +1 (Volume); −1 (End-to-end payment volume)

Disclosed Peer Set — Compensation & Market Snapshot

Peer	Market Cap	Total Retainer	Equity %	1-yr TSR	n directors
TRIP	$1.6B	$320K	78%	-19.0%	14
ACIW	$5.8B	$318K	79%	34.7%	11
TYL	$12.7B	$310K	81%	-47.0%	9
GDDY	$11.0B	$305K	84%	-48.8%	9
BR	$17.8B	$300K	67%	-36.5%	11
WEX	$6.4B	$285K	70%	10.2%	12
EEFT	$2.7B	$260K	62%	-26.6%	9
JKHY	$10.9B	$250K	72%	-7.9%	11
TOST	$18.7B	$250K	88%	-33.9%	11
AFRM	$23.9B	$245K	82%	4.3%	10
YELP	$1.5B	$245K	84%	-23.2%	10
CPAY	$25.0B	—	100%	18.3%	12
NVEI §	$4.8B	—	—	0.0%	—

§ NVEI — No longer independently traded (acquired); excluded from benchmarking calculations.

Peer Set Composition

The disclosed peer set is reasonable overall, though several members warrant a closer look on size comparability or business mix.

13 peers analyzed · 2 independently supported · 11 merit review

The members that merit review do so primarily on business mix and size comparability.

Year-over-Year Changes

+1

Added

FY2025

-3

Dropped

from FY2024

12

Retained

carried forward

80%

Retention

of prior-year set

Added (1): Nuvei Corp (NVEI)

Dropped (3): Evertec, Inc. (EVTC), nCino, Inc. (NCNO), Q2 Holdings, Inc. (QTWO)

Interpretation The committee kept most of the prior-year 15-company set and made targeted changes (1 added and 3 dropped), narrowing the comparison set.

Change counts above reflect the disclosed peer rosters compared year over year, which is the authoritative basis for this brief.

Peer Say-on-Pay Distribution most recent disclosed vote per peer

Below 70%

1

70–80%

0

80–90%

1

90–95%

5

95–100%

5

Peers with a vote	Median	Low	High	Below 70%
12	93.95%	55.72%	98.34%	1

Shift4 Payments, Inc. most recently recorded 79.38% support — the 70–80% band, at the 8th percentile of its disclosed peer group.

1 peer(s) recorded support below 70%, the level at which proxy advisors generally expect a board to disclose its shareholder-responsiveness process.

Each peer contributes its most recently disclosed say-on-pay result. Peers with no captured result are excluded from the distribution and counted above, never imputed.

Peer Group Reciprocity who-knows-you reverse lookup

2 of 13

disclosed peers that name Shift4 Payments, Inc. in their own peer group — 15%

Peers naming Shift4 Payments, Inc.: EEFT, TOST.

One-way selections — named by Shift4 Payments, Inc. but not naming it back: ACIW, AFRM, BR, CPAY, GDDY, JKHY, NVEI, TRIP, TYL, WEX, YELP.

Reciprocity is the share of a company's own disclosed peers that select it in return. A high share indicates a peer group the market agrees with; a low share indicates a group selected on criteria the peers themselves do not apply, which proxy advisors scrutinise. One-way selection is not by itself a defect — size, business-mix and talent-market reasons can each justify it — but it is the question a compensation committee should expect to be asked.

Unvested Equity — Value at Risk FY2025 year-end holdings

$33.9M

unvested equity held by named executives at FY2025 year end — 538,574 shares/units

Named Executive	Award Types	Unvested Shares/Units	Unvested Market Value	Share of Total
Christopher Cruz	RSU	221,346	$13.9M	41.1%
Taylor Lauber	RSU	190,432	$12.0M	35.4%
Nancy Disman	RSU	63,398	$4.0M	11.8%
Jordan Frankel	RSU	63,398	$4.0M	11.8%

The chief executive holds $12.0M of the $33.9M total — 35.4% of unvested value across the named executive group.

By Award Type

Award Type	Unvested Shares/Units	Unvested Market Value	Award Rows
RSU	538,574	$33.9M	13

Figures are unvested holdings at fiscal year end as disclosed in the Outstanding Equity Awards table. Vesting dates are not part of that table's disclosure, so no vesting schedule or time-based ladder is presented. Market values are as disclosed by the company.

Peer Grant Watch — Large Executive Equity Awards (> $10M)

Peer	Executive	Title	FY	Grant Date	Grant-Date Fair Value
GDDY	Aman Bhutani	CEO	FY2025	2025-02-28	$12.1M
GDDY	Aman Bhutani	CEO	FY2024	2024-02-29	$10.4M
EEFT	Michael J. Brown	CEO	FY2024	2024-12-10	$10.4M
CPAY	Ronald F. Clarke	CEO	FY2024	2024-10-23	$10.3M

4 individual executive equity awards with a grant-date fair value above $10 million across the disclosed peer set, most recent fiscal years first.

Recommended Considerations — issue · why it matters · proposed calibration

1.MEDIUMDisclosure

Enhance proxy disclosure explaining the rationale for the $260,000 total retainer (41st percentile) by documenting the rationale for the below-median position and evaluating whether a measured retainer increase is supported by committee workload and recruiting context.

2.HIGHSay-on-Pay

Current 79.38% say-on-pay support already signals shareholder concern and crosses the board's own response thresholds — enhanced disclosure (below 93%); shareholder outreach (below 90%); compensation recalibration (below 85%). Formalize and act on explicit say-on-pay triggers now: enhanced disclosure below 93%, shareholder outreach below 90%, and compensation recalibration below 85%.

What to Watch Next Year

If say-on-pay support falls below 90% in the upcoming proxy cycle, engage the top 10 shareholders by vote weight to communicate the rationale for current board-pay positioning.

Disclosed Peer Set

Ticker	Name	Group Type	FY
EEFT	Euronet Worldwide	Compensation	2025
CPAY	Corpay	Compensation	2025
JKHY	Jack Henry	Compensation	2025
ACIW	ACI Worldwide	Compensation	2025
TRIP	Trip Advisor	Compensation	2025
WEX	WEX, Inc.	Compensation	2025
AFRM	Affirm	Compensation	2025
GDDY	GoDaddy	Compensation	2025
TOST	Toast, Inc.	Compensation	2025
TYL	Tyler Technologies	Compensation	2025
BR	Broadridge Financial	Compensation	2025
YELP	Yelp	Compensation	2025

Data Sources

Element	Source
Director compensation	Annual proxy statement
Fee schedule / committee premiums	Annual proxy statement
Say-on-Pay results	8-K
CD&A narratives, governance	Annual proxy statement
Peer group composition	Annual proxy statement
Stock returns / TSR	Public market data

Methodology Notes

Compensation figures as reported in the Director Compensation Table of the most recent proxy.
Percentile calculations use the disclosed peer set with fee schedules available in the Velarion universe.
ISS classifications reflect Velarion benchmarking analysis — directional only; formal ISS determinations made annually.
Aggregate board cost excludes employee directors and the board chair to isolate the independent-director cost base.

How to Read the 2026 Alignment-Read Scores

Each policy carries an overall 0-100 concern score plus named sub-scores. Band scale: below 40 = low concern, 40-69 = medium, 70 and above = high. Direction is uniform: higher always means more potential concern — favorable factors (shareholder engagement, disclosed rationale, high performance-share weight, realizable pay below granted) lower a score rather than reversing the scale. “Partial” next to a sub-score means it was computed from the inputs available for that specific test — an underlying data point (e.g., realized pay or GAAP financials) is not in our dataset, so the score is directional on what we hold, not a complete calculation; sub-tests with no usable input are omitted entirely, never shown as zero. This is an independent read of how the frameworks reason from public methodology — not an official ISS or Glass Lewis score or a forecast of any advisor’s recommendation.

ISS 2026 sub-tests

5-Year Pay-Performance Lookback — How CEO pay has tracked shareholder return over a five-year horizon (from the multi-year relative-alignment score plus 3-year pay growth vs. 5-year TSR). Higher when pay growth outruns long-run returns.

Pay Multiple (1y & 3y Windows) — CEO pay as a multiple of the peer median over 1- and 3-year windows; a multiple around 2x or higher is a classic overpay flag. Scored on the worse of the two windows.

Absolute Pay-TSR Alignment (Index Scope) — For index-in-scope issuers, the absolute gap between the multi-year pay trend and 5-year TSR. Shown only when index membership is confirmed.

Peer Group Construction — How sensitive the company's pay ranks are to peer-group construction — driven by peer-set quality and any pay-percentile-above-TSR-percentile misalignment.

Qualitative Factors — Qualitative pay-for-performance factors: realizable-vs-granted pay, performance-share (PSU) weight, and overall alignment signals. Realized pay is not in our dataset, so this test is always partial.

Say-on-Pay Responsiveness — Committee responsiveness in light of the Say-on-Pay vote; approval below 70% is the trigger, declining support raises concern, and disclosed shareholder engagement lowers it.

Director Pay Pattern — Whether non-employee director pay has been elevated (median around $400k or more) across multiple fiscal years.

Equity Plan Grant Practices — Equity-plan grant practices: performance-share weight, vesting length, plan overhang and burn rate; low performance weight, short vesting, or high dilution raise concern.

Glass Lewis 2026 sub-tests

Test 1 — Granted Pay vs TSR — Granted CEO pay percentile vs. TSR percentile; high pay against low TSR signals misalignment.

Test 2 — Granted Pay vs Financials — Granted CEO pay vs. financial performance. GAAP financials are not in our dataset, so this is proxied by the pay-TSR-alignment score and the pay-return gap.

Test 3 — STI Payout vs TSR — Actual annual-incentive (STI) payout as a percent of target vs. TSR; payouts above target alongside weak TSR raise concern.

Test 4 — NEO Pay vs Financials — Total granted pay across all named executives vs. financial performance (average NEO pay against the peer median; financials proxied).

Test 5 — CAP vs TSR — Compensation Actually Paid vs. TSR. The 'CAP' figure is not extracted, so this is proxied by the realizable-to-granted ratio.

Test 6 — Qualitative Modifier — A qualitative modifier drawn from alignment signals, disclosure flags, and the Say-on-Pay outcome.

Scorecard Aggregate — The weighted roll-up of Tests 1-6 into Glass Lewis's 0-100 scorecard band.

CIC Discretion & Rationale — Committee discretion over unvested-award treatment on a change in control; discretion without a disclosed rationale is the 2026 flag, and single-trigger acceleration adds concern.

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Shift4 Payments, Inc. (FOUR) · FY2025 Board of Directors Compensation Review