Skip to main content

Katapult Holdings, Inc.

For the period ended Dec 31, 2024. Filed Apr 24, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Apr 24, 2025

KPLT$11.07+12.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Summary Compensation Table

The table below sets forth the annual compensation earned by our NEOs for the years ended December 31, 2024 and 2023.

Name and Principal PositionYearSalary(1) ($)Bonus(2)($)Stock Awards(3) ($)Non-Equity Incentive Plan Compensation ($)(4)All Other Compensation(5) ($)Total($)
Orlando J. ZayasChief Executive Officer2024675,000—410,220—15,3451,100,565
2023675,000—463,644551,56726,2501,716,461
Nancy WalshChief Financial Officer2024567,400—356,040—11,313934,753
2023550,00066,000884,835337,07016,0001,853,905
Derek Medlin6President & Chief Growth Officer2024485,600—309,600—15,961811,161
2023450,000—336,798275,78422,5011,085,083

(1)Amounts reported in this column reflect the actual base salaries earned by each named executive officer in 2024 and 2023, as applicable.

(2)Amounts in this column reflect discretionary bonuses. Ms. Walsh received the remaining 50% of her one-time cash sign-on bonus of $132,000 during the second quarter of 2023. None of our other NEOs received a discretionary bonus with respect to 2024 or 2023.

(3)Amounts reported in this column for 2024 constitute the aggregate grant date fair value of each award of restricted stock units (“RSUs”) and Performance Stock Units ("PSUs") calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 28, 2025. The amount for the PSUs granted to Ms. Walsh included within the total "Stock Awards" column reflects the grant date fair value based upon the probable outcome of the performance conditions as of the grant date, which assumed achievement of the performance condition at 100% of target. This amount does not reflect the actual economic value that may be realized by Ms. Walsh. For additional details on the PSUs, see "Additional Summary Compensation Table Details - Equity Awards" below.

(4)Amounts reported in this column reflect amounts awarded under the Company’s Short Term Incentive Plan ("STIP"). As discussed under “Recovery of Erroneously Awarded Compensation” below, amounts reported in this column for 2023 were adjusted to exclude the following erroneously awarded 2023 STIP amounts that the Company recovered from the NEOs in 2024 pursuant to the Clawback Policy: Mr. Zayas: $68,758, Ms. Walsh, $42,018, and Mr. Medlin, $34,379. The 2024 STIP payout has not yet been determined and the Company expects such determination to occur by the end of the second quarter of 2025. Once the 2024 STIP payout is determined, the amounts will be reported on the Company's Current Report on a Form 8-K. If a STIP payout is made, such amount would not exceed 100% of the target amount.

(5)Amounts reported in this column reflect Company contributions to the Company’s 401(k) plan.

(6)Mr. Medlin was promoted to President and Chief Growth Officer, effective as of August 16, 2024. In connection with the promotion, Mr. Medlin’s base salary was increased from $472,500 to $520,000. Additionally, his short-term incentive bonus target for 2024 was increased from 75% to 100% of base salary.

Additional Summary Compensation Table Details

Base Salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program. In general, we seek to provide a base salary level designed to reflect each named executive officer’s scope of responsibility and accountability. Our Board, on recommendation by the Compensation Committee, set NEO base salaries for 2024 based on the Compensation Committee's review of available competitive market information. See the “Salary” column in the 2024 Summary Compensation Table for the base salary amounts earned by the named executive officers in 2024. The annual base salaries for Mr. Zayas, Ms. Walsh and Mr. Medlin in 2024 were$675,000,$567,400, and$485,600 respectively.

Cash Bonuses None of our NEOs received discretionary bonuses in respect of 2024 or 2023.

Short-Term Cash Incentives. The 2024 STIP allowed for annual cash incentive compensation awards for Company personnel selected to participate in the2024 STIP. The target annual incentive compensation award opportunities under the 2024 STIP for Mr. Zayas, Ms. Walsh and Mr. Medlin were 100%, 75% and 100% of base salary, respectively. The factors that the Compensation Committee considers in determining award payouts under the 2024 STIP for each of the 2024 NEOs are the percentage achievement of certain gross originations, revenue, and Adjusted EBITDA targets. The amounts earned under the 2024 STIP is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Long-Term Cash Incentives. In 2024, based on recommendation from the compensation consultants, the Company granted long-term performance-based cash awards to our NEOs as a supplement to our equity-based long-term incentives. These performance cash awards granted in 2024 will vest based on company performance against pre-established revenue growth targets during the three-year performance period between 2024 and 2026, and, if earned, would be paid out after December 31, 2026.

PROXY STATEMENT27

Equity Awards granted pursuant to our equity compensation program is the primary vehicle for offering long-term incentives to our executive officers. Katapult believes that equity awards provide our executive officers with a strong link to long-term performance, create an ownership culture and help to align the interests of our executive officers and stockholders. We have historically granted stock options and RSUs to our executive officers, and as discussed below, we also granted Ms. Walsh PSUs in 2023. In addition, we grant equity awards broadly to our non-executive employees. We believe that equity awards are an important motivation and retention tool for our executive officers, as well as for our other employees. The Board and its Compensation Committee are responsible for approving equity awards.

Prior to the completion of the Business Combination, we granted equity compensation in the form of stock options and RSU awards pursuant to the Cognical, Inc. 2014 Stock Incentive Plan (the “2014 Incentive Plan”) and following the Business Combination, under the 2021 Incentive Plan. The terms of the 2014 Incentive Plan and 2021 Incentive Plan are described under the section titled “Equity Incentive Plans” below. All options were granted with an exercise price per share that is no less than the fair market value of the Company’s common stock on the date of grant of such award. Stock option awards generally vest over a four-year period with a one-year cliff and may be subject to acceleration of vesting and exercisability under certain termination and change in control events. RSU awards generally vest over a three or four-year period with one-year cliff vesting and quarterly vesting thereafter. RSU awards may be subject to acceleration of vesting under certain termination and change of control events.

In 2024, our NEOs were granted a total of 69,500 RSUs and no option awards or PSUs under the 2021 Incentive Plan. These RSUs generally vest over a three-year period, with one-year cliff vesting and quarterly vesting thereafter, subject to the applicable NEO’s continued employment through the applicable vesting date. In addition, on June 16, 2023, we granted Ms. Walsh 20,455 PSUs. These PSUs were earned based on the Company performance against Adjusted EBITDA targets for fiscal year 2023. 85% of the target PSUs are earned if the Company’s Adjusted EBITDA for fiscal 2023 reaches negative $3.91 million, and 100% of the target PSUs are earned if the Adjusted EBITDA for 2023 reaches or exceeds negative $0.671 million. As discussed under the "Recovery of Erroneously Awarded Compensation" below, in 2024, the Company recovered 573 erroneously awarded PSUs from Ms. Walsh pursuant to the Clawback policy.

For additional details regarding the RSUs granted in 2024 to our NEOs, see above the “Stock Awards” column in the 2024 Summary Compensation Table and the “Outstanding Equity Awards at Fiscal Year End” table below.

Equity Incentive Plans

The 2014 Incentive Plan

At the consummation of the Business Combination, outstanding options and restricted stock unit awards granted under the 2014 Incentive Plan were assumed by us and converted into options to purchase common stock and RSUs for our common stock. Since the 2021 Incentive Plan became effective, no additional grants have been made under the 2014 Incentive Plan.

2021 Equity Incentive Plan (as amended, the “2021 Incentive Plan”)

The 2021 Incentive Plan was approved by the FinServ board of directors and FinServ stockholders in connection with our Business Combination and became effective on June 9, 2021, and subsequently amended by the Board to (i) provide an increase in the number of shares currently available under the 2021 Incentive Plan, (ii) add an "evergreen" provision beginning as of January 1, 2024, and (iii) extend the expiration date to the tenth (10th) anniversary of the 2023 Annual Meeting of Stockholders. The amendment was approved by our stockholders on June 6, 2023.

The 2021 Incentive Plan is administered by the Compensation Committee or such other committee appointed by the Board to administer the plan, except to the extent the Board, in its discretion, elects to administer the 2021 Incentive Plan, in which case it will be administered by only those directors who are independent under the rules of any stock exchange on which our common stock is listed, unless the Board determines otherwise (referred to collectively as the “plan administrator”), and provides for the grant of equity-based awards to our employees (including directors and officers who are treated as employees), non-employee directors and consultants who provide services to us or any of our affiliates, in the form of stock options (incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units, or other stock-based awards.

In the event of a “change in control,” as defined in the 2021 Incentive Plan, the Compensation Committee may take certain actions with respect to outstanding awards, including the continuation or assumption of awards, substitution or replacement of awards by a successor entity, acceleration of the exercisability, vesting and/or settlement in connection with a change in control of any award under the 2021 Incentive Plan.

Benefits and Perquisites We maintain a 401(k) plan for our employees, including our executive officers, to encourage our employees to save some portion of their cash compensation for their eventual retirement. Pursuant to a discretionary employer match, during 2024, we matched all employee contributions at 100% of the employee’s contribution up to a limit of 5% of the employee’s eligible compensation up to the IRS imposed limit.

28Katapult Holdings, Inc.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.