Executive Compensation Review

Shift4 Payments, Inc.

Fiscal Year 2025 Executive Compensation Review

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

$12.2M

CEO Total Comp · FY2025

Taylor Lauber · 67th vs. peers

79.38%

Say-on-Pay · FY2025

Most recent annual vote

0.91×

Realizable / Granted

$11.1M realizable††

not stated

STI Payout · FY2025

Payout basis not disclosed

Thesis

Ahead of the June 2027 annual meeting, the committee must document explicit, pre-established criteria governing any positive STI override, introduce a TSR-linked vesting condition in the FY2026 LTI, and separate the CFO sign-on grant from run-rate compensation in the FY2026 CD&A.

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

Priority Actions

P1Incentive Design

The STI paid at 100% of target despite all three financial metrics finishing at 96.5% to 97.3% of target, with the committee applying upward discretion to close the gap.

P2Incentive Design

FY2025 LTI was delivered exclusively through time-vested RSUs with zero performance-contingent equity, severing the causal link between long-term shareholder outcomes and executive payoff at a moment of 8th-percentile TSR.

P3Governance

The June 2026 SEC settlement of $750,000, tied to approximately $4.7 million in undisclosed payments to relatives of executives and directors, introduces a governance overhang directly adjacent to compensation disclosure and board oversight credibility.

Top Findings

This sits alongside a combined Chair/CEO structure mitigated only by a designated Lead Independent Director.

Since the Last Disclosure

Activity since the last disclosure — $14.1M of equity awarded across 4 awards to 4 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 4 awards granted before the vote and 0 after it.

4

Awards Granted

since the last disclosure

4

Executives Receiving

distinct recipients

$14.1M

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.

4 awards to 4 executives since Jan 1, 2026

Awards by Recipient

Executive	Title	Award Date	Shares	Value
David Taylor Lauber	Chief Executive Officer	Feb 27, 2026	222,373	$9.8M
Jordan Frankel	See Remarks	Feb 27, 2026	62,514	$2.8M
Christopher Nestor Cruz	See Remarks	Feb 27, 2026	17,137	$755k
James J. Whalen	See Remarks	Feb 27, 2026	17,018	$750k

79.38% Support, Voted Jun 12, 2026

Most Recent Shareholder Vote on Pay

Shareholders voted during the current window. 4 of the awards on the preceding page were granted before that vote and 0 after it.

No awards followed the vote.

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	4
Awards granted after the vote	0

Activity Since

Since the Disclosure	Value
Awards since the disclosure closed	4
Recipients	4
Units awarded, all dated awards	319,042
Value of those awards	$14.1M

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

CEO Compensation — Historical Trend

Base SalaryCash IncentiveEquity AwardsOther

Pay Analysis

CEO total compensation sits at the 67th percentile of this peer set — above TOST ($10.7M) but below WEX ($12.6M) — while 1-year TSR landed at the 8th percentile (bottom decile), producing a 59-point pay-return drift. The Compensation Committee's own CD&A states pay should be 'in accordance with corporate and individual performance,' and the 79.4% say-on-pay approval (trailing the rest of the ballot by 20.2 percentage points) signals that shareholders are registering this divergence.
CEO pay at the 67th percentile against bottom-decile 1-year TSR creates a 59-point pay-return drift that explains the 79.4% say-on-pay result; the committee's priority ahead of the June 2027 annual meeting is strengthening the pay-for-performance narrative — particularly around discretionary grant mechanics and the CFO sign-on context — while the regulator settlement adds a disclosure-integrity dimension that warrants clear separation in the FY2026 CD&A.
The FY2025 program's RSU-only LTI and upward discretionary STI override create a structural pay-for-performance gap at a moment of bottom-decile TSR, partially addressed by the March 2026 PSU introduction but leaving single-metric, short-horizon performance conditioning as the program's remaining design vulnerability entering the FY2026 cycle.

Positioning Summary

Metric	Rank	Percentile
CEO Total Comp	#5 of 12	67th
1-Year TSR	#12 of 13	8th
3-Year TSR	#10 of 13	23rd

Short-Term Incentive Design (FY2025)

Metric	Design / Payout
STI Metrics	Volume, Gross Revenue less network fees, Adjusted EBITDA
Target Payout (% of salary)	100%
Maximum Payout (% of target)	150%
Performance Period	Annual
FY2025 Actual Payout (% of target)	not stated

The actual short-term incentive payout percentage is not shown. The company disclosed a payout figure, but we could not confirm what that percentage is measured against, and we do not present a figure we cannot verify.

Short-Term Incentive Scorecard (FY2025)

Metric	Target	Achieved
Volume	$211.70B	97%
Gross Revenue less network fees	$1.72B	97%
Adjusted EBITDA	$855.4M	96%

Metric weightings are not shown: the source filing discloses the performance metrics for this plan but does not assign a percentage weight to any of them.

Realizable Pay Summary (FY2025)

Executive	SCT Total	Realizable	Ratio
Taylor Lauber	$12.2M	$11.1M	0.91×
Christopher Cruz	$18.9M	$12.4M	0.65×
Nancy Disman	$4.2M	$3.9M	0.94×
Jordan Frankel	$4.0M	$3.9M	1.00×
Jared Isaacman	$21.8M	$48k	0.00×

TSR Context

Period	TSR	Peer Pctile
1-Year	-48.5%	8th
3-Year Cumulative	-19.1%	23rd
5-Year Cumulative	-39.3%	n/a¹

TSR sourced from Velarion market data (ISS-aligned 1y/3y horizons and 5y cumulative return). Peer percentile based on the 13-company peer cohort. ¹ ISS does not publish a 5-year quantitative peer percentile.

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.

Chief Executive Officer and Chairman of the Board · Transition

Positioned at the 67th percentile versus 12 disclosed peer CEOs (median $10.2M). FY2025 package reflects transition-year compensation (first-year equity, partial-period service, or both); the peer comparison is built from steady-state peer compensation — interpret with caution.

Succeeded Jared Isaacman during FY2025.

Former CEO: Jared Isaacman (see Named Executive Officer Summary page for departed-executive compensation detail).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2022	$50,000	$6,599,994	—	$395,755	$7,045,749
FY2023	$50,000	$8,449,978	—	$436,931	$8,936,909
FY2024	$50,000	$9,050,000	—	$373,198	$9,473,198
FY2025	$454,423	$11,120,000	$600,000	$36,741	$12,211,164

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$454,423	3.7%
Cash Incentive	$600,000	4.9%
Equity Awards	$11,120,000	91.1%
All Other Compensation	$36,741	0.3%
Total	$12,211,164	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$50,000	$454,423	+$404,423
Cash Incentive	$0	$600,000	+$600,000
Equity Awards	$9,050,000	$11,120,000	+$2,070,000
All Other	$373,198	$36,741	−$336,457
Total	$9,473,198	$12,211,164	+$2,737,966

¹ Cash Incentive of $600,000 exceeds the amount explained by the annual incentive formula (base salary × target opportunity × payout factor). The excess may reflect a separate cash long-term incentive or other cash arrangement; see proxy CD&A for component detail.

Chief Financial Officer · Transition

Positioned at the 100th percentile versus 12 disclosed peer CFOs (median $4.8M). FY2025 package reflects transition-year compensation (first-year equity, partial-period service, or both); the peer comparison is built from steady-state peer compensation — interpret with caution.

First disclosed fiscal year in this role; FY2025 compensation appears to reflect partial-year service. Succeeded Nancy Disman during FY2025. FY2025 equity includes new-hire / sign-on awards that may not recur at this level in steady-state years.

Former CFO: Nancy Disman (see Named Executive Officer Summary page for departed-executive compensation detail).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2025	$173,077	$18,000,000	$500,000	$269,192	$18,942,269

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$173,077	0.9%
Cash Incentive	$500,000	2.6%
Equity Awards	$18,000,000	95.0%
All Other Compensation	$269,192	1.4%
Total	$18,942,269	100%

Chief Legal Officer · Active

Positioned at the 75th percentile versus 8 disclosed peer GCs (median $3.0M).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2022	$350,000	$1,349,993	$225,000	$13,607	$1,938,600
FY2023	$350,000	$2,349,997	$225,000	$23,292	$2,948,289
FY2024	$350,000	$2,350,000	$225,000	$26,921	$2,951,921
FY2025	$350,000	$3,350,000	$225,000	$27,083	$3,952,083

FY2023 equity awards reflect a year-over-year increase; see the FY2023 proxy CD&A for committee context.

FY2025 equity awards reflect a year-over-year increase; see the FY2025 proxy CD&A for committee context.

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$350,000	8.9%
Cash Incentive	$225,000	5.7%
Equity Awards	$3,350,000	84.8%
All Other Compensation	$27,083	0.7%
Total	$3,952,083	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$350,000	$350,000	+$0
Cash Incentive	$225,000	$225,000	+$0
Equity Awards	$2,350,000	$3,350,000	+$1,000,000
All Other	$26,921	$27,083	+$162
Total	$2,951,921	$3,952,083	+$1,000,162

¹ Partial-year service — Jared Isaacman, Nancy Disman (departed mid-year; compensation reflects pro-rata salary and separation payments as disclosed). ² First-year/transition-year — Taylor Lauber, Christopher Cruz. Salary and/or equity may reflect partial-year service or sign-on grants; see individual Executive Detail pages.

Summary Compensation Table — FY2025

Name	Title	Salary	Equity Awards (SCT)	Cash Incentive	All Other	Total
Taylor Lauber	Chief Executive Officer and Chairman of the Board	$454,423	$11,120,000	$600,000	$36,741	$12,211,164
Christopher Cruz	Chief Financial Officer	$173,077	$18,000,000	$500,000	$269,192	$18,942,269
Jordan Frankel	Chief Legal Officer	$350,000	$3,350,000	$225,000	$27,083	$3,952,083
Jared Isaacman	Former Chief Executive Officer; Former Executive Chairman of the Board	$47,885	$21,545,000	—	$159,772	$21,752,657
Nancy Disman	Former Chief Financial Officer	$350,000	$3,350,000	$425,000	$58,675	$4,183,675

Aggregate Named Executive Officer Compensation (FY2025)

Group	Total	Equity %	At-Risk %
CEO	$12.2M	91%	96.0%
Other Named Executive Officers (total)	$22.9M	93%	96.4%
All Active Named Executive Officers	$35.1M	92%	96.3%

Total Direct Compensation (FY2025)

Base SalaryCash IncentiveEquity AwardsOther

0.6×

CEO : CFO

total compensation

1.1×

CEO : Median Other NEO

total compensation

2.1×

Cohort-Implied CEO : CFO

peer-median total comp

Underlying Figures — FY2025

Measure	Basis	Amount
CEO total compensation	Taylor Lauber	$12,211,164
CFO total compensation	Christopher Cruz	$18,942,269
Median other-NEO total compensation	2 active non-CEO NEOs	$11,447,176
CEO same-position peer median	12 peers	$10,171,679
CFO same-position peer median	12 peers	$4,839,255

Ratios express the CEO's total compensation relative to the CFO and to the median of other active named executive officers, as disclosed in the Summary Compensation Table. The cohort-implied ratio applies the same-position peer medians for the CEO and CFO roles; it is shown only when both roles meet the peer data-count threshold.

Per-Position Benchmarking — 13-company disclosed peer set (FY2025)

Role	Total Comp	Peer Median	Percentile	Gap vs Median	Mix	Peer Coverage
Taylor Lauber Chief Executive Officer and Chairman of the Board ⚠ Transition-year¹	$12.2M	$10.2M	67th	+$2.0M (+20%)	96.0% at-risk	n=12
Christopher Cruz Chief Financial Officer ⚠ Transition-year¹	$18.9M	$4.8M	100th	+$14.1M (+291%)	97.7% at-risk	n=12
Jordan Frankel Chief Legal Officer	$4.0M	$3.0M	75th	+$904k (+30%)	90.5% at-risk	n=8

¹ Transition-year: FY2025 package includes first-year equity awards and/or partial-period base salary that are not steady-state run-rate; the peer comparison reflects disclosed compensation for established incumbents — interpret with caution. Peer median is the unweighted median of the most-recent disclosed total compensation for the same canonical position across the issuer's named peers.

Analytical Observations

CFO Christopher Cruz sits at the 100th percentile of the peer set at $18.9M — +$14.1M versus the $4.8M peer median (+291%).
Internal CFO-to-CEO total-comp ratio at Shift4 Payments, Inc. is 155% ($18.9M / $12.2M) — 107pp wider than the peer-median CFO/CEO ratio of 48%.
Taylor Lauber and Christopher Cruz: FY2025 figures include transition-year compensation (first-year equity and/or partial-period salary). FY2026 will be the first steady-state year for direct peer comparison.

The actual short-term incentive payout percentage is not shown. The company disclosed a payout figure, but we could not confirm what that percentage is measured against, and we do not present a figure we cannot verify.

Shift4 Payments, Inc. — Annual Incentive Payout

Metric	Value
Annual Incentive Target (% of salary)	100%
FY Actual Payout (% of target)	not stated
Result	At or above target

Peers Paying Below Target — Who Missed

Peer	Payout (% of target)	vs. Target
WEX	66%	−34 pp
TRIP	93%	−7 pp
BR	96%	−4 pp

3 of 9 disclosed peers whose annual-incentive payout is stated as a percentage of target paid below target this cycle. A further 2 peers disclosed an annual-incentive payout without stating what it is a percentage of; those are excluded from this comparison.

Total Direct Compensation — All Active Named Executive Officers (FY2025)

Base SalaryCash IncentiveEquity AwardsOther

At-Risk Pay Mix (CEO FY2025)

Component	At-Risk?
Base Salary	No
Cash Incentive	Yes (performance)
Equity Awards (LTI)	Yes

96.0% of CEO compensation is variable (performance- or equity-based). Fixed pay represents 4.0% of total.

LTI Design: RSU 100%.

Peer Positioning (CEO TDC)

Metric	Value
Shift4 Payments, Inc. CEO TDC	$12.2M (67th of peer group)
Peer Group Median	$10.2M
Percentile Position	67th

Pay-Mix Trajectory (CEO, FY2023–FY2025)

Component	FY2023	FY2024	FY2025
Base Salary	0.6%	0.5%	3.7%
STI (Cash Incentive)	0.0%	0.0%	4.9%
LTI (Equity)	94.6%	95.5%	91.1%
Other	4.9%	3.9%	0.3%

Mix substantially flat across FY2023–FY2025 (no component shifted ≥5pp).

Granted vs. Realizable Compensation

Granted (SCT)Realizable (current stock price)

Realizable Pay Summary

Item	Value
CEO FY2025 SCT Total	$12.2M
CEO Grant-Date Fair Value (GDFV)	$11.1M
CEO Realizable Pay††	$11.1M
Realizable-to-Granted Ratio††§	0.91×

Equity NRV Drift: FY-End vs. Current

NRV @ FY-end close ($62.97)NRV @ Current ($53.00, as of 2026-08-02)

Change-in-Control & Termination Provisions

Executive	Agreement Type	Severance Multiple	CIC Multiple	Equity Acceleration
Taylor Lauber	Disclosed in CD&A	1.0× (base + target bonus)	1.5× (double trigger)	Full acceleration
Christopher Cruz	—	Not disclosed	Not disclosed	Not disclosed
Jordan Frankel	Disclosed in CD&A	1.0× (base + target bonus)	1.5× (double trigger)	Full acceleration

"Plan-based" indicates severance and change-in-control benefits are determined under the company's change-in-control/severance plan and equity plan provisions rather than a stated per-executive multiple; calculated payout amounts are disclosed in the proxy's Potential Payments Upon Termination or Change of Control table. Individually negotiated agreements are labeled by agreement type.

Key Program Provisions

Governance Feature	Status
Clawback Policy	Yes — in place
Anti-Hedging Policy	Yes — in place
Executive Stock Ownership Guidelines	$6.75 million in value

Provisions disclosed in CD&A section of 2026-04-30. 12-month benefits continuation post-CIC; 12-month non-compete; 12-month non-solicit; excise tax: Best-Net / Modified Cutback.

Quantified Termination & Change-in-Control Economics — FY2025

Executive	Scenario Basis	Cash Severance	Equity Acceleration	Total Estimated
Taylor Lauber	Involuntary termination (without cause)	$600,000	$10,685,631	$11,297,638
Taylor Lauber	Change-in-control (involuntary termination)	$900,000	$11,991,503	$12,903,510
Christopher Cruz	Involuntary termination (without cause)	$500,000	$2,702,609	$3,229,942
Christopher Cruz	Change-in-control (involuntary termination)	$750,000	$13,938,158	$14,715,491
Jordan Frankel	Involuntary termination (without cause)	$350,000	$3,992,173	$4,346,570
Jordan Frankel	Change-in-control (involuntary termination)	$525,000	$3,992,173	$4,521,570

Excise-tax treatment (CEO agreement): Best-Net / Modified Cutback. Amounts reflect estimated payments upon the stated triggering event as disclosed in the issuer's Potential Payments Upon Termination or Change of Control table; actual amounts depend on the timing and circumstances of any separation.

Grants of Plan-Based Awards — FY2025 (CEO)

Award Type	Grant Date	Shares Granted	Grant Date Fair Value	Vesting
RSU	2025-02-20	83,527	$8,260,000	Per equity plan terms
RSU	2025-06-17	31,107	$2,860,000	Per equity plan terms

Other Named Executive Officer Equity Awards — FY2025

Executive	Title	Grant Date	Award Mix	Shares	Target Value	Performance Notes
Jared Isaacman	Former Chief Executive Officer; Former Executive Chairman of the Board	2025-02-20 & 2025-12-08	RSU $21.5M (100%)	259,281	$21,545,000	Time-based only
Christopher N. Cruz	Chief Financial Officer	2025-08-06	RSU $18.0M (100%)	218,979	$18,000,000	Time-based only
Jordan Frankel	Chief Legal Officer	2025-02-20	RSU $3.4M (100%)	33,876	$3,350,000	Time-based only
Nancy Disman	Former Chief Financial Officer	2025-02-20	RSU $3.4M (100%)	33,876	$3,350,000	Time-based only

LTI Design Summary

Feature	Detail
LTI Mix	RSU 100%
Performance Metric	adjusted free cash flow per share
Vesting Period	RSU 3-year ratable

Equity grant details are sourced from the Grants of Plan-Based Awards table in the annual proxy statement. Grant date fair values for PSU/RSU awards reflect Monte Carlo simulation and/or closing price on grant date as disclosed. Full vesting schedule and performance conditions appear in the company's annual proxy statement.

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.

C ↓ Say-on-Pay grade — outlook declining (declining trend). The letter reflects the latest vote level only; the outlook is a separate signal reading the direction of the disclosed series and never moves the letter.

Say-on-Pay Approval Trend (FY2022–FY2025)

FY2025 Vote Detail

Category	Votes	%
For	47,733,886	79.38%
Against	12,398,705	—

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.

Named Peer Group (FY2025 Proxy) — 13 Named Peers

#	Company	Ticker	In Group
1	Aci Worldwide, Inc.	ACIW	Yes
2	Affirm Holdings, Inc.	AFRM	Yes
3	Broadridge Financial Solutions, Inc.	BR	Yes
4	Corpay, Inc.	CPAY	Yes
5	EURONET WORLDWIDE, Inc.	EEFT	Yes
6	Godaddy, Inc.	GDDY	Yes
7	Jack Henry & Associates Inc	JKHY	Yes
8	Nuvei	NVEI §	Yes
9	Toast, Inc.	TOST	Yes
10	TripAdvisor, Inc.	TRIP	Yes
11	Tyler Technologies Inc	TYL	Yes
12	WEX, Inc.	WEX	Yes
13	Yelp Inc	YELP	Yes

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

Shift4 Payments, Inc.'s peer group consists of companies that compete for executive talent in the same industry and size range.

Compensation Consultant

Semler Brossy serves as the independent compensation consultant.

Peer-Set Construction Quality

Peer-Set Quality60/100Moderate

2 of 13 peers reciprocate · size outliers: TYL

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.

Peer Set Construction Notes

60/100

PSQ Score

Moderate

15%

Reciprocity

2 of 13 peers

9

Sector Overlap

peers share primary sector

1

Size Outliers

TYL

The 13-company peer group includes 1 size outlier — TYL — with market capitalizations that differ materially from the subject company. These peers may reflect aspirational or strategic benchmarking choices rather than direct comparability.

2 of 13 peers (15%) independently include this company in their own disclosed compensation peer groups, providing bilateral validation of comparability. The remaining 11 peers did not reciprocate, which may reflect one-directional aspirational selection or recent updates to those companies' own peer rosters.

9 of 13 disclosed peers (69%) share the same primary sector classification as the subject company. A majority sector-aligned peer group reduces the risk of cross-industry compensation distortion in benchmarking comparisons.

Year-over-year, the peer group changed by 1 addition and 3 removals from FY2024, yielding a 80% retention rate. Higher retention rates (>70%) indicate stable, intentional peer group construction; lower rates warrant committee discussion of the selection rationale.

Evidence — Year-over-Year Peer Set Changes

+1

Added

FY2025

-3

Dropped

from FY2024

12

Retained

carried forward

80%

Retention

of prior-year set

Added in FY2025	Dropped from FY2024
+ Nuvei Corp (NVEI)	− 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.

Disclosure Quality100/100Strong

What Changed Year-over-Year (FY2024 → FY2025) Year-over-year design changes vs FY2024 — CD&A and peer-group disclosures

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).
Stock Ownership Guidelines: $6.75MM in value → $6.75 million in value.

Incentive Design — Shift4 Payments, Inc. vs. Named Peers

Company	STI Metrics	STI Max	PSU / LTI Metrics
Shift4 Payments, Inc. (FOUR)	Volume, Gross Revenue less network fees, Adjusted EBITDA	150%	adjusted free cash flow per share
Aci Worldwide, Inc. (ACIW)	Revenue Net of Interchange Growth, Adjusted EBITDA, Critical Incidents Modifier plus 1 more	200%	Gross Revenue Growth, Adjusted EBITDA
Affirm Holdings, Inc. (AFRM)	Network Size, Total Revenue, Adjusted Operating Income	150%	No PSU program

Peer cohort: 13 named peers; 1 named peer(s) excluded — no CD&A incentive disclosure on file; full comparison on following page(s).

LTI Design — Shift4 Payments, Inc.

Element	Detail
Primary Vehicle	RSU 100%
PSU / Performance Metric	adjusted free cash flow per share
Performance Period	PSU 2-year performance
Vesting Schedule	RSU 3-year ratable

STI Payout Structure

Level	Payout
Threshold	50
Target Bonus (% of salary)	100%
Maximum (% of target)	150%
FY2025 Actual Payout (% of target)	not stated

The actual short-term incentive payout percentage is not shown. The company disclosed a payout figure, but we could not confirm what that percentage is measured against, and we do not present a figure we cannot verify.

PSU Payout Scale Threshold 50% · Max 150%

Velarion Assessment The FY2025 program's RSU-only LTI and upward discretionary STI override create a structural pay-for-performance gap at a moment of bottom-decile TSR, partially addressed by the March 2026 PSU introduction but leaving single-metric, short-horizon performance conditioning as the program's remaining design vulnerability entering the FY2026 cycle.

Incentive Design — Named Peers (3–12 of 12)

Company	STI Metrics	STI Max	PSU / LTI Metrics
Broadridge Financial Solutions, Inc. (BR)	Compensation Adjusted Fee-Based Revenue, Compensation Adjusted EBT, Closed Sales plus 3 more	Not disclosed	Compensation Adjusted EPS
Corpay, Inc. (CPAY)	GAAP Revenue, as Adjusted (equity-based), Adjusted EPS-COMP (equity-based), M&A and Other Transactions (equity-based)	200%	GAAP Revenue, as Adjusted, Adjusted EPS-COMP, M&A and Other Transactions
EURONET WORLDWIDE, Inc. (EEFT)	Adjusted EPS on a constant currency basis	300%	Cumulative Adjusted Operating Income, Adjusted Constant Currency Earnings Per Share CAGR, Stock Price Performance with Operating Income Gate
Godaddy, Inc. (GDDY)	Bookings, NEBITDA, Individual Performance Goals	220%	rTSR
Jack Henry & Associates Inc (JKHY)	Adjusted Operating Income versus Budget Target, Achievement of Strategic Goals	Not disclosed	Relative Total Shareholder Return, Three-year Compound Annual Growth Rate for Organic Revenue, Three-year Non-GAAP Adjusted Operating Margin Expansion
Toast, Inc. (TOST)	RGP (Recurring Gross Profit), Adjusted EBITDA, Individual Business Objectives (MBOs)	Not disclosed	No PSU program
TripAdvisor, Inc. (TRIP)	Company Revenue (consolidated group), Adjusted EBITDA (consolidated group), Individual Performance Goals	—	Revenue, Adjusted EBITDA
Tyler Technologies Inc (TYL)	Non-GAAP Earnings per Share	150%	3-Year Cumulative Adjusted Recurring Revenue Growth, 2027 Net Adjusted Operating Margin
WEX, Inc. (WEX)	Adjusted Revenue, Adjusted Operating Income, Individual Performance	200%	Adjusted Net Income Earnings Per Share, Adjusted Net Revenue
Yelp Inc (YELP)	2025 Net Revenue, 2025 Adjusted EBITDA	200%	Net Revenue, Adjusted EBITDA, Relative TSR vs Russell 2000

The CD&A notes the 2026 grant cycle 'eliminated the structural equity grant component,' signaling the committee already recognizes the one-time nature of this award. The key issue is whether the FY2026 CD&A (ahead of the June 2027 annual meeting) clearly frames this as a sign-on/appointment grant, because without that context the internal pay inversion between CEO and CFO may draw proxy-advisor attention.
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;
Against a 1-year TSR at the 8th percentile (bottom decile), an RSU-only structure severs the causal link between long-term shareholder outcomes and executive payoff. The March 2026 PSU introduction addresses this gap for FY2026 but leaves the FY2025 grant cycle without performance conditioning.
Pay-Disclosure Alignment (Material Gap) — The committee's own written response to the 79.38% say-on-pay result — 'The Compensation Committee believes this level of support indicates that the substantial majority of stockholders view our executive compensation program as being well aligned with our stockholders expectations.

Key Monitoring Items for the Next Proxy Season

Ahead of the June 2027 annual meeting, the committee must publish explicit, pre-established criteria that govern any future positive override in the FY2026 CD&A to support a defensible narrative.
A single-metric, short-horizon PSU concentrates compensation-screen exposure and captures only one dimension of operating performance. Ahead of the June 2027 annual meeting, the committee may wish to introduce a TSR-linked vesting condition and a second operating metric to the FY2026 LTI to structurally connect payout to shareholder outcomes.
Proxy advisors treat disclosure-integrity lapses as a governance overlay on pay votes, compounding the 79.4% result — Ahead of the June 2027 annual meeting, the committee must structure FY2026 related-party disclosures to clearly separate any supplemental-pay items from ordinary compensation and disclose the settlement remediation steps in a supplemental engagement summary.
Positive STI override criteria framework — The STI paid at 100% of target while all three financial metrics finished at 96.5% to 97.3%, the central driver of the -59 RDA screen; 0 of 10 peers applied upward discretion against below-target outcomes in FY2025. — The committee must publish explicit, pre-established criteria governing any future positive override in the FY2026 CD&A, specifying the qualitative triggers and quantitative limits that would justify departing from formulaic outcomes.
FY2026 LTI performance-conditioning redesign — FY2025 LTI was 100% time-vested RSUs against 8th-percentile 1-year TSR, while 7 of 10 peers with LTI data use PSU or MSU vehicles; the new single-metric two-year PSU is used by 0 of 10 peers. — The committee may wish to introduce a relative TSR-linked vesting condition and a second operating metric to the FY2026 PSU before the grant cycle, structurally reconnecting payout to shareholder outcomes.

Primary Data Sources

Data Element	Source	Filing / Date
Executive compensation (SCT)	Annual proxy statement	Filed 2026-04-30
Say-on-Pay vote result	8-K / Proxy	Most recent annual meeting
CD&A narratives, STI/LTI design	Annual proxy statement	Filed 2026-04-30
Equity grants (plan-based awards table)	Annual proxy statement	Filed 2026-04-30
Peer group composition (13 peers)	Annual proxy statement	FY2025 proxy
Peer company compensation data	Velarion Universe (public company filings)	FY2023–FY2025
Stock price & TSR calculations	Public market data	Current

Methodology Notes

Rank denominators: The 13-peer disclosed cohort is the full set of named peers in this proxy. Per-position rank statements use a coverage subset (denominator varies by role) where peer disclosure data is available — n=12 for CEO total compensation comparisons and n=13 for full-panel charts (subject company plus compensated peers). Peers excluded from a specific analysis due to no compensation data on record are noted in the relevant page footnote (NVEI excluded — no executive compensation data on record). Every rank citation names its denominator inline.
Realizable pay is a Velarion-computed measure — cash compensation paid plus current market value of unvested equity. Full definition, award treatment, share counts and the valuation anchor (with its as-of date) are stated in the Realizable Pay Methodology note below.
TSR calculations use ISS-aligned 1-year and 3-year horizons from Velarion market data; 5-year cumulative return reported where available.
Peer data currency: Peers with most recent proxies filed use current data; remaining peers use most recently available fiscal year.
Say-on-Pay: The authoritative figure is as reported in the 8-K or proxy. This figure is used throughout the report.
ISS screens: Quantitative assessment reflects application of public ISS methodology; formal ISS determination is made annually at proxy season.
Pay-for-performance horizons: RDA and PTA screens use the number of CEO compensation history years available. The horizon is shown inline on each metric.

Realizable Pay Methodology

What it is: Realizable pay is a Velarion-computed measure, not a figure the company discloses. It estimates what an executive's FY2025 compensation is worth today: cash compensation paid for the fiscal year (base salary plus the annual cash incentive actually paid) plus the current value of equity awards that remain unvested.
Valuation anchor: Unvested equity is valued at $53.00 per share, the closing price as of August 2, 2026. Realizable figures move with the share price; the figures in this report are reproducible only against that price and date.
Included: Unvested full-value awards (restricted stock and restricted stock units; performance shares and performance stock units) and unvested stock options and stock appreciation rights.
Excluded: Equity already vested or exercised, retirement and deferred-compensation balances, and perquisites and other benefits. Vested holdings are not part of realizable pay.
Unvested, unearned and performance awards: Full-value awards are valued at unvested shares × the anchor price. Performance awards — including awards still unearned pending performance certification — are included at the unvested share count reported in the company's outstanding-awards table (target unless the company reports a different count): not probability-weighted, not at maximum payout. Options and SARs are valued at intrinsic value: max(0, anchor price − exercise price) × unvested shares.
Share counts: Unvested share counts as reported in the company's outstanding equity awards table as of fiscal year end. The same share counts are used at every price anchor, so any two realizable figures for the same executive differ only by the price they were struck at.
The ratio: Realizable-to-granted = realizable pay ÷ total compensation reported in the company's summary compensation table for the same fiscal year ("granted"). For the CEO: $11.1M ÷ $12.2M = 0.91×.

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.

This report is provided for informational purposes only and does not constitute investment, legal, tax, accounting, compensation, or other professional advice. It is based in part on public filings and other information believed to be reliable as of the report date, but Velarion does not guarantee completeness, accuracy, or currentness. Users are responsible for their own decisions and should review original source materials and consult appropriate advisors.

ISS methodology assessments reflect application of publicly disclosed ISS proxy voting guidelines. ISS makes formal proxy recommendations annually; this report's references to ISS screens are analytical and directional only. Actual ISS recommendations may differ.

Realizable pay estimates use a stock price of $53.00 per share as of August 2, 2026 as the computation input. Future stock price movements will change the realizable value of unvested equity. Past TSR performance is not indicative of future returns.

This report is the property of Velarion Company Intelligence. All analytical frameworks, peer benchmarks, and methodology references reflect Velarion's proprietary research process. Reproduction or redistribution of this report should retain the Velarion attribution.

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Shift4 Payments, Inc. (FOUR) · FY2025 Executive Compensation Review