DEF 14A 1 edge20003356x1_def14a.htm DEF 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12

BTRS HOLDINGS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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BTRS Holdings Inc.

1009 Lenox Drive, Suite 101

Lawrenceville, New Jersey 08648

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 2, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 annual meeting of stockholders (the “Annual Meeting”) of BTRS Holdings Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Thursday, June 2, 2022 at 8:30 a.m. Eastern Daylight Time at BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648. The Annual Meeting will be held for the following purposes:

1.	To elect each of the Board of Director’s two nominees, Flint A. Lane and Lawrence Irving, as a Class I director, to hold office until the 2025 annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, resignation or removal;

2.	To ratify the selection by the Audit Committee of the Board of Directors of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2022;

3.	To conduct a non-binding advisory vote to approve the Company’s executive compensation;

4.	To conduct a non-binding advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation; and

5.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.

The record date for the Annual Meeting is April 4, 2022. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

Please note that the Company is furnishing proxy materials and access to the Proxy Statement to its stockholders via our website instead of mailing printed copies to each of its shareholders. By doing so, the Company saves costs and reduces its impact on the environment. On or about April 22, 2022, the Company expects to mail to its stockholders the Notice of Internet Availability containing instructions on how to access the Proxy Statement and its Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report on Form 10-K”). The Notice of Internet Availability also provides instructions on how to vote by mail or by telephone or over the internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 2, 2022 at 8:30 a.m. Eastern Daylight Time at BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, NJ 08648.

The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

On behalf of the Board of Directors, thank you for your continued interest and support.

By Order of the Board of Directors

/s/ Aimie Killeen

Aimie Killeen

Chief Legal Officer and Secretary

Lawrenceville, New Jersey

April 22, 2022

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Your vote is important. You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy, or vote by telephone or over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. A return envelope (which is postage prepaid if mailed in the United States) will be provided to you if you email a request for a proxy card. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. If you have any questions or need additional information, please contact Georgeson LLC, the Company’s proxy solicitor, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, or by telephone at 866-821-2570.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			3
PROPOSAL NO. 1 ELECTION OF DIRECTORS			9
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			13
Independence of The Board of Directors			13
Family Relationships			13
Board Leadership Structure			13
Role of the Board in Risk Oversight			13
Meetings of The Board of Directors			13
Information Regarding Committees of the Board of Directors			14
Considerations in Evaluating Director Nominees			17
Communications with the Board of Directors			17
Code of Business Conduct and Ethics			18
Corporate Governance Guidelines			18
Prohibition on Hedging and Pledging			18
Compensation Committee Interlocks and Insider Participation			18
Environmental, Social and Corporate Governance			18
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
Change in Independent Registered Public Accounting Firm			20
Fees Paid to the Independent Registered Public Accounting Firm			21
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			23
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION			24
PROPOSAL NO. 4 NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES			25
EXECUTIVE OFFICERS			26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
Executive Compensation Tables			38
Employment, Severance, and Change in Control Agreements			41
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			46
COMPENSATION OF NON-EMPLOYEE DIRECTORS			47
CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS			48
HOUSEHOLDING OF PROXY MATERIALS			51
OTHER MATTERS			52

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BTRS Holdings Inc.

1009 Lenox Drive, Suite 101

Lawrenceville, New Jersey 08648

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 2, 2022 at 8:30 a.m. Eastern Daylight Time at BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648

The Proxy Materials for our 2022 annual meeting of stockholders (the “Annual Meeting”) include the Notice of Internet Availability of Proxy Materials (the “Notice”), Notice of Annual Meeting, this Proxy Statement, and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report on Form 10-K”) (collectively, the “Proxy Materials”) are first being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of BTRS Holdings Inc. (the “Company” or “Billtrust”) on or about April 22, 2022.

As used herein, the terms “Company,” “Billtrust,” “we,” “us,” or “our” refer to BTRS Holdings Inc. and its subsidiaries. The Company was a special purpose acquisition company called South Mountain Merger Corp. (“South Mountain”) prior to the closing of a business combination in January 2021 (the “Business Combination”). The Business Combination represents the transactions contemplated by a business combination agreement (“BCA”) whereby Factor Systems, Inc. (dba Billtrust) (“Legacy Billtrust”) merged with and into subsidiaries of the Company. For further information on the Business Combination, please refer to our Annual Report on Form 10-K.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these Proxy Materials?

We are making the Proxy Materials available because our Board is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares of our Class 1 Common Stock, $0.0001 par value per share (“Common Stock”). Instead, you may follow the instructions below to submit your proxy by telephone or over the internet or request a proxy card from us and complete, sign and return the proxy card in the envelope provided.

We intend to commence mailing to all stockholders of record entitled to vote at the Annual Meeting the Notice of Internet Availability of Proxy Materials on or about April 22, 2022. Additionally, we intend to post our Proxy Materials on the internet at www.proxyvote.com on or about April 22, 2022. We will mail printed copies of the Proxy Materials to stockholders who request them.

Our principal executive office is located at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648 and our telephone number is (609) 235-1010.

Why did I receive a notice regarding the availability of proxy materials on the internet?

We are acting under a Securities and Exchange Commission (“SEC”) rule that allows companies to furnish proxy materials over the internet rather than in paper form. This rule allows a company to send its stockholders a notice regarding internet availability of proxy materials. Instructions on how to access proxy materials over the internet or how to request a paper copy of proxy materials may be found in the Notice. If you would prefer to receive our Proxy Materials in printed form by mail or electronically by email on an ongoing basis, please follow the instructions contained in the Notice.

How do I attend the Annual Meeting?

The Annual Meeting will be held on Thursday, June 2, 2022 at 8:30 a.m. Eastern Daylight Time at BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648. Directions to the Annual Meeting may be found at www.proxyvote.com. Information on how to vote in person at the Annual Meeting is discussed below.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 4, 2022 will be entitled to vote at the Annual Meeting. On such record date, there were 159,954,910 shares of Common Stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 4, 2022 your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy, by telephone or over the internet as instructed on your proxy card or the Notice or to request a proxy card from us and complete, date, sign and return the proxy card in the envelope provided to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 4, 2022 your shares were held in an account at a broker, bank or other agent, then you are the beneficial owner of shares held in “street name” and our Proxy Materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other agent. Many organizations enable beneficial owners to give voting instructions by telephone or over the internet as well as in writing. You are also welcomed to attend the Annual Meeting and vote in person. However, because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy (sometimes referred to as a “legal proxy”) from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with our Proxy Materials, or contact that organization to request a proxy form.

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What am I voting on?

There are four matters scheduled for a vote:

•	Proposal No. 1: To elect each of our Board’s two nominees, Flint A. Lane and Lawrence Irving, as a Class I director, to hold office until the 2025 annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, resignation or removal;

•	Proposal No. 2: To ratify the selection by the Audit Committee of our Board of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2022;

•	Proposal No. 3: To conduct a non-binding advisory vote to approve the Company’s executive compensation; and

•	Proposal No. 4: To conduct a non-binding advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation.

What if another matter is properly brought before the Annual Meeting?

Our Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” each of the nominees to our Board or you may “Withhold” your vote for any nominee you specify. With regard to your non-binding advisory vote on how frequently we should solicit stockholder advisory approval of our executive compensation, you may vote for any one of the following: one year, two years or three years, or you may abstain from voting on that matter. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy over the telephone, or vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote at the meeting even if you have already voted by proxy.

•	To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

•	To vote prior to the Annual Meeting you may vote via the internet at www.proxyvote.com, by telephone or by completing and returning the proxy card or voting instruction form, as described below.

•	To vote using the proxy card, request a proxy card from us, and complete, date and sign the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•	To vote by telephone, please follow the instructions provided on your proxy card or Notice.

•	To vote through the internet, please follow the instructions provided on your proxy card or Notice.

Votes submitted by telephone, through the internet or by mail must be received by 11:59 p.m., Eastern Daylight Time, on June 1, 2021. Submitting your proxy (whether by telephone, over the internet or by mail if you request or receive a paper proxy card) will not affect your right to vote at the Annual Meeting should you decide to attend.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

See “Who can vote at the Annual Meeting? — Beneficial Owner: Shares Registered in the Name of a Broker or Bank” for voting instructions if you beneficially own shares held in street name.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

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How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of April 4, 2022.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card without marking voting selections, your shares will be voted as follows:

•	“FOR” with respect to the election of our Board’s two nominees for director;

•	“FOR” the ratification of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2022.

•	“FOR” the non-binding advisory approval of our executive compensation; and

•	For “One Year” as the frequency of future advisory stockholder votes to approve our executive compensation.

If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposal No. 1, the election of directors, No. 3, the approval, on a non-binding advisory basis, of our executive compensation, and No. 4, approval, on a non-binding advisory basis, of the frequency of future stockholder advisory votes to approve our executive compensation, are considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal No. 2, the ratification of an independent registered public accounting firm, is considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted by your broker, bank or other agent in its discretion on Proposal No. 2.

If you a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. We have retained Georgeson LLC (“Georgeson”) to assist in the solicitation of proxies at a base fee of $12,500, plus additional amounts, which will vary depending upon the extent of services actually performed, plus reimbursement for reasonable out-of-pocket expenses. In addition to the Proxy Materials, our directors and employees may also solicit proxies online, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks or other agents for the cost of forwarding our Proxy Materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notice to ensure that your shares are voted.

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Can I change my vote after submitting my proxy?

Stockholders of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•	You may submit another properly completed proxy card with a later date.

•	You may grant a subsequent proxy by telephone or through the internet.

•	You may send a timely written notice that you are revoking your proxy to BTRS Holdings Inc. at IR@billtrust.com.

•	You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Stockholders who wish to present proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in our proxy materials to be distributed by us in connection with our 2023 annual meeting of stockholders must submit their proposals to us on or before December 23, 2022.

Apart from Exchange Act Rule 14a-8, the Nominating and Corporate Governance Committee of our Board will consider candidates for director recommended by our stockholders, so long as such recommendations comply with our second amended and restated certificate of incorporation (the “Charter”) and our amended and restated bylaws (the “Bylaws”) and applicable laws, rules and regulations. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth below, based on whether or not the candidate was recommended by a stockholder. Submissions must include, among other information, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our Common Stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. We must receive the notice of a stockholder’s intention to introduce a nomination or proposed item of business at our 2023 annual meeting of stockholders:

•	not later than 90 days nor earlier than 120 days prior to the first anniversary of the Annual Meeting; or

•

if the date of the 2023 annual meeting of stockholders is more than 30 days prior to or delayed by more than 30 days after the first anniversary of the Annual Meeting, notice by the stockholder to be timely must be so received not earlier than 120 days prior to the 2023 annual meeting of stockholders and not later than the later of 90 days prior to such annual meeting or, if later than 90 days prior to such annual meeting, 10 days following the day on which public announcement of the date of such annual meeting is first made by the Company.

Assuming that our 2023 annual meeting of stockholders is held within 30 days of the anniversary of the Annual Meeting, we must receive notice of a stockholder’s intention to introduce a nomination or other item of business at the 2023 annual meeting of stockholders no later than March 4, 2023 and no earlier than February 2, 2023.

Stockholders who wish to present a proposal pursuant to Exchange Act Rule 14a-8 or recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board or introduce an item of business at an annual meeting may do so in writing to BTRS Holdings Inc., Attn: Aimie Killeen, Chief Legal Officer and Secretary, 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648.

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How are votes counted ?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, (i) for Proposal No. 1 to elect directors, votes “For,” votes “Withheld” and broker non-votes, (ii) with respect to Proposal No. 2, the ratification of an independent registered public accounting firm, and Proposal No. 3, approval, on a non-binding advisory basis, of our executive compensation, votes “For” and “Against,” abstentions and, if applicable, broker non-votes and (iii) with respect to Proposal No. 4, approval, on a non-binding advisory basis, of the frequency of future stockholder advisory votes to approve executive compensation, votes for frequencies of one year, two years or three years, abstentions and broker non-votes.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other agent holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.” Proposal Nos. 1, 3 and 4 are considered to be “non-routine” under NYSE rules and we therefore expect broker non-votes to exist in connection with these proposals.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What are the voting requirements to elect directors and approve the other proposals described in the Proxy Statement?

The following table summarizes the minimum vote needed to elect directors and approve each of the matters scheduled for vote at the Annual Meeting and the effect of abstentions and broker non-votes.

Election of Directors

Nominees receiving the most “For” votes; withheld votes will have no effect.

Not applicable

No effect

Ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022

“For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter

Against

Not applicable⁽¹⁾

Non-binding advisory approval of our executive compensation

“For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter

Against

No effect

Non-binding advisory vote on the frequency of stockholder advisory votes to approve our executive compensation

The frequency receiving the votes of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter

Against each of the proposed voting frequencies

No effect

(1)

This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal.

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What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at a meeting are present at the meeting in person or represented by proxy. On the record date, April 4, 2022, there were 159,954,910 shares of Common Stock outstanding and entitled to vote. Thus, the holders of 79,977,456 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K within four business days after the Annual Meeting. In the event we are unable to obtain the final voting results within four business days, we will file the preliminary voting results in a current report on Form 8-K within four business days following the Annual Meeting, and will file an amended current report on Form 8-K with the final voting results within four business days after the final voting results are known.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Background

Our Board is divided into three classes. Each class consists, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, and each class has a three-year term. Unless our Board determines that vacancies (including vacancies created by increases in the number of directors) will be filled by the stockholders, and except as otherwise provided by law, vacancies on our Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the term of the class of directors in which the vacancy occurred, subject to the election and qualification of such director’s successor, or until such director’s earlier death, resignation or removal.

There are two directors in Class I whose term of office expires in 2022, Flint A. Lane and Lawrence Irving. If elected at the Annual Meeting, these director nominees would serve until the 2025 annual meeting of stockholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of Messrs. Lane and Irving. Both of Messrs. Lane and Irving have agreed to serve if elected, and management has no reason to believe that either nominee will be unable to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us.

On April 22, 2022, our Board appointed John W. Murray as a Class III director to serve until the 2024 annual meeting of stockholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

Nominees for Election for a Three-year Term Expiring at the 2025 Annual Meeting of Stockholders

Flint A. Lane, age 55

Mr. Lane has served as our Chairman and Chief Executive Officer since January 2021 and prior to this, served as the Chairman and Chief Executive Officer of Legacy Billtrust since 2001. Mr. Lane serves on the non-profit Board of Directors of the Boys and Girls Club of Collier County and two private software companies, Traxero and Prepaid Technologies. Prior to founding Legacy Billtrust, Mr. Lane was the founder, president and chairman of Paytrust, Inc., a leading electronic bill presentation and payment company. Mr. Lane also previously held executive positions at Platinum Technology, Logic Works and BrownStone Solutions. Mr. Lane holds a B.S. in Computer Science from Rensselaer Polytechnic Institute. Mr. Lane is qualified to serve on our Board based on his substantial business, leadership and management experience as the Chief Executive Officer of Billtrust and previously as a founder of, and executive and director at, other financial services companies.

Lawrence Irving, age 65

Mr. Irving has served as a director of our Board since January 2021 and prior to this served as a director of Legacy Billtrust since March 2015 and as Chairman of Legacy Billtrust’s audit committee since April 2015. Mr. Irving has also served as a member of the board of directors of IntelePeer, a leading provider of on-demand cloud based communications, since January 2011, and has subsequently served as the Chairman of the board of directors and Chairman of the audit committee. From July 2001 to April 2014, and again from April 2017 to August 2018, Mr. Irving served as Chief Financial Officer and Treasurer of Synchronoss Technologies, Inc. (Nasdaq: SNCR). Prior to joining Synchronoss, Mr. Irving served as Chief Financial Officer at CommTech Corporation and Holmes Protection (formerly Nasdaq: HLMS) from 1998 to 2001 and 1996 to 1998, respectively. Mr. Irving is a certified public accountant and holds a B.A. in Business Administration from Pace University. Mr. Irving is qualified to serve on our Board based on his significant leadership and board experience in the telecommunications industry, as well as his financial expertise.

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THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE

Class II Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

Charles B. Bernicker, age 57

Mr. Bernicker has served as a director of our Board since January 2021. Mr. Bernicker served as the Chief Executive Officer of South Mountain and as a member of the South Mountain board of directors from February 2019 until the closing of the Business Combination. Mr. Bernicker is also the Chief Executive Officer and a director of North Mountain Merger Corp. Mr. Bernicker most recently served as a consultant to Repay Holdings Corp (Nasdaq: RPAY) management team on their merger with Thunder Bridge Acquisition Ltd. in July 2019 and the International Money Express Inc. (Nasdaq: IMXI) management team in connection with their merger with FinTech Acquisition Corp. II in July 2018. From 2012 until it was acquired by First Data Corp. (NYSE: FDC) in July 2017, Mr. Bernicker was the Chief Financial Officer of CardConnect, which merged with FinTech Acquisition Corp., a former special purposes acquisition company, in July 2016. From 2010 until 2012, Mr. Bernicker was an Executive Director of Heartland Payment Systems, a merchant acquirer and payment processor. From 2008 until 2010, Mr. Bernicker was a Senior Vice President of Fraud Strategy for Bank of America and, prior to that, Mr. Bernicker held several leadership positions with Commerce Bancorp, prior to its acquisition by TD Bank NA in March 2008. Prior to joining Commerce Bancorp, from 2000 until 2004, Mr. Bernicker was the Chief Financial Officer of C/Base Inc., dba eCount, a stored-value card issuer. Mr. Bernicker was also a member of the Card Operations Risk Executive Council for Visa/USA. Prior to that, Mr. Bernicker was a member of the audit group in the Philadelphia office of Ernst & Young, LLP. Mr. Bernicker holds a bachelor’s degree in accounting from the University of Delaware. Mr. Bernicker is qualified to serve on the Board based on his significant experience leading and growing companies as an executive in financial services, financial technology and retail banking.

Matt Harris, age 49

Mr. Harris has served as a director of our Board since January 2021 and prior to this served as a director of Legacy Billtrust since November 2012. Mr. Harris has also been a Partner at Bain Capital Ventures since September 2012. Prior to joining Bain Capital Ventures, Mr. Harris founded Village Ventures, Inc., an early stage venture capital firm focused on the media and financial services sectors, and served as Managing Director from January 2000 to September 2012. Mr. Harris has served as a member of the board of directors of Flywire Corporation, a global payments enablement and software company, since January 2015 and of AvidXchange Holdings, Inc., a provider of accounts payable automation software and payment solutions for middle market businesses and their suppliers, since July 2015. Mr. Harris holds a B.A. in Political Economy from Williams College. Mr. Harris is qualified to serve on our Board based on his extensive experience investing in and guiding companies in the financial services industry.

Clare Hart, age 61

Ms. Hart has served as a director of our Board since January 2021 and prior to this served as a director of Legacy Billtrust since October 2018. Ms. Hart has served as Chief Executive Officer of Williams Lea since April 2019 and as a member of the board of directors of Cast & Crew, a payroll and human resources solutions company for the entertainment industry, since March 2019. Previously, Ms. Hart served as Chief Executive Officer, President and as a member of the board of directors of Sterling Talent Solutions, a leading provider of background and identity services, from May 2013 to May 2018. From 2012 to 2016, Ms. Hart served as a member of the board of directors of Regulatory Data Corporation, including as Lead Director and Chair of the Compensation Committee, and from 2010 to 2012, Ms. Hart served as Chief Executive Officer, President, and as a member of the board of directors of Infogroup, Inc., a data analytics and marketing services provider. Ms. Hart holds a B.S. in Finance & Computer Systems Management from Drexel University and an MBA from Rider University. Ms. Hart is qualified to serve on our Board based on her significant experience leading global expansion and growth strategies in software and information services companies and her expertise in compensation, strategy and governance.

Class III Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

Robert Farrell, age 58

Mr. Farrell has served as a director of our Board since January 2021 and prior to this served as a director of Legacy Billtrust since July 2015. From March 2016 to July 2021, Mr. Farrell served as Chairman of the board of directors of GlobalTranz Enterprises, LLC (“GlobalTranz”), including as Executive Chairman from January 2019 to

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September 2020, and as Chief Executive Officer from September 2020 to July 2021 and from March 2016 to January 2019. Mr. Farrell has served as a member of the board of directors of Recycle Track Systems, Inc. since October 2018, GAN Integrity Inc. since July 2019, TransImpact since March 2020, and Worldwide Express, LLC (“Worldwide Express”) since July 2021. Mr. Farrell has also served as Senior Advisor at PSG Equity, a private equity firm specializing in growth-oriented investments in media, communications, software and services, since January 2016. Mr. Farrell previously served as Chief Executive Officer of Kewill Inc. from October 2012 to December 2015. Prior to joining Kewill Inc., Mr. Farrell served as the President and Chief Executive Officer of EDGAR Online, Inc. from March 2011 until it was acquired by RR Donnelley & Sons (Nasdaq: RRD) in August 2012. Prior to joining EDGAR Online, Mr. Farrell served as Chairman of the board and CEO of Metastorm, Inc., a leading provider of business process management enterprise software and solutions, from August 2002 until it was acquired by Open Text (Nasdaq: OTEX) in February 2011. Mr. Farrell is qualified to serve on our Board based on his significant board experience and his extensive leadership, financial, sales, operations management and corporate governance experience in high-growth software and technology driven companies.

John W. Murray, age 60

Mr. Murray has served as a director of our Board since April 2022. Since May 2012, Mr. Murray has served as consultant to The Riverside Company, a private equity firm, guiding portfolio companies to transformational outcomes by adopting new technologies and processes, restructuring operations and executing strategic acquisition and/or disposal of business units. Since April 2022, Mr. Murray has served as a member of the board of directors of EventsAir, a leader in innovative event technology solutions based in Brisbane, Australia. Mr. Murray served as chair of the board of directors of CreditIQ, a high-growth fintech software business delivering an end-to-end solution for online and in-store car sales, from January 2020 until it was acquired by Cars.com (NYSE: CARS) in November 2021. From December 2017 to December 2019, Mr. Murray served as the Chief Executive Officer of Paypro Corporation, a privately-owned payroll and benefits company. From January 2018 to July 2019, Mr. Murray served as a member of the board of directors of Paradigm Tax Group, a national consulting tax firm (“Paradigm”), and prior to that served as an advisor to the board of directors from 2014 to 2017, also performing various operational roles at Paradigm through this time. Mr. Murray also served as senior advisor to n2y LLC, an e-learning provider, from July 2016 to April 2017. In addition, Mr. Murray served as a member of the board of directors of DentalPlans.com, a leading dental and health savings online marketplace, from December 2012 to June 2017. Mr. Murray began his career in the investment banking group at First Boston Corporation (later acquired by Credit Suisse) and Stone & Youngberg LLC (later acquired by Stifel Nicolaus & Company Inc.), and has served on many non-profit boards and local and state-wide commissions by political appointment. Mr. Murray holds a B.S. in Finance from the Marshall School of Business at the University of Southern California and an MBA from the Haas School of Business at UC Berkeley. Mr. Murray is qualified to serve on our Board based on his successful track record of leading a variety of different organizations and extensive experience in executive management and leadership, corporate finance, strategic integration and the technology industry.

Juli Spottiswood, age 55

Ms. Spottiswood has served as a director of our Board since January 2021 and prior to this served as a director of Legacy Billtrust since December 2020. From May 2011 to June 2021, Ms. Spottiswood served as a member of the board of directors and as Chairwoman of the audit committee of Cardtronics PLC (Nasdaq: CATM), a leading provider of fully integrated ATM and financial kiosk products and services. From October 2017 to December 2020, Ms. Spottiswood served as Chief Executive Officer and Chairwoman of the board of directors of Syncapay, Inc., a holding company that she formed in 2017 in conjunction with an acquisition of daVinci Payments. In December 2020, daVinci Payments merged with North Lane Technologies, forming Onbe, Inc., a corporate funded payments company where she currently serves as Chairman of the board of directors. From October 2014 to July 2015, Ms. Spottiswood served as General Manager of Blackhawk Engagement Solutions, a division of Blackhawk Network Holdings Inc. (“Blackhawk”), a leading prepaid and payments network. Previously, Ms. Spottiswood was the President and Chief Executive Officer of Parago, Inc., a tech-enabled marketing services and payments company that she co-founded in 1999 and sold to Blackhawk in 2014. Ms. Spottiswood was also a founding member of the Network Branded Prepaid Card Association and remained on the board of directors until 2013. Ms. Spottiswood holds a Bachelors of Business Administration in Accounting from the University of Texas. Ms. Spottiswood is qualified to serve on our Board based on her significant leadership and board experience in the electronic payments and financial technology industries, as well as her financial expertise.

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Board Diversity

The following Board Diversity Matrix provides the self-identified personal characteristics for our Board:

Board Diversity Matrix (As of April 22, 2022)
Total Number of Directors	8
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	6	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with the Company’s counsel to ensure that our Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Our Board has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director’s background, employment and affiliations, including family relationships, our Board determined that Messrs. Bernicker, Farrell, Harris, Irving, and Murray and Messes. Hart and Spottiswood, representing seven of the eight directors, qualify as independent directors, as defined under the listing standards of Nasdaq. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our Common Stock by each non-employee director and the transactions involving them described in “Certain Relationships and Related Person Transactions.” Our Board determined that Mr. Lane is not considered independent given his position as our Chief Executive Officer.

FAMILY RELATIONSHIPS

There are no family relationships among the directors and executive officers.

BOARD LEADERSHIP STRUCTURE

Pursuant to our Corporate Governance Guidelines, our Board does not require the separation of the offices of the Chairman and the Chief Executive Officer. Currently, our Board believes that it is in the best interests of us and our stockholders for our Chief Executive Officer, Mr. Lane, to serve as both Chief Executive Officer and Chairman given his extensive knowledge of the Company and industry and his strategic vision, which we believe provides us with optimally effective leadership. Our Board believes that retaining flexibility in these decisions is in the best interests of us and our stockholders. In the event that we do not have an independent chairperson of the Board, the independent directors may designate a lead independent director. Our Board periodically reviews our leadership structure and may make such changes in the future as it deems appropriate and in the best interests of us and our stockholders.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. Our Board has a standing Risk Management Committee and administers this oversight function directly through the Risk Management Committee, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board and Risk Management Committee are responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

MEETINGS OF THE BOARD OF DIRECTORS

Our Board met seven times in the fiscal year ended December 31, 2021. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of fiscal year ended December 31, 2021 for which they served as director or committee member. In addition, we encourage all of our directors and nominees for director to attend our annual meeting of stockholders, but attendance is not mandatory.

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Generally, each regular meeting of our Board includes the opportunity for an executive session of our independent directors without management present. The Board of Directors may invite attendance by one or more members of management to participate in part or all of any such executive session at their discretion. Executive sessions and separate meetings of the independent directors are also held from time to time, as needed, but no less than two times per year.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has four committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Risk Management Committee. The following table provides our current Board committee membership and meeting information for fiscal year ended December 31, 2021 for each of our Board committees:

Flint A. Lane

Charles B. Bernicker

Chair

Robert Farrell

Chair

Matt Harris

Clare Hart

Chair

Lawrence Irving

Chair

John W. Murray

Juli Spottiswood

Total meetings in fiscal year 2021

Below is a description of each committee of our Board. Copies of the charters for each committee are available on the Corporate Governance section of the Company’s website at https://investors.billtrust.com/corporate-governance/governance-overview.

Audit Committee

Our Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that each of the members of the Audit Committee satisfies the independence requirements of the Nasdaq listing standards and Rule 10A-3 under the Exchange Act. Our Board has also determined that Mr. Irving qualifies as an “audit committee financial expert” within the meaning of applicable SEC rules. The Board made a qualitative assessment of Mr. Irving’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for public reporting companies. In addition, our Board has determined that each member of the Audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.

The functions of the Audit Committee include, among other things:

•	evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

•	helping ensure the independence and performance of our independent auditors;

•	helping to maintain and foster an open avenue of communication between management and our independent auditors;

•	discussing the scope and results of the audit with our independent auditors, and reviewing, with management, our interim and year-end operating results;

•	developing procedures for employees to submit concerns anonymously about questionable account or audit matters;

•	reviewing our policies on risk assessment and risk management;

•	reviewing related party transactions;

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•	obtaining and reviewing a report by our independent auditors at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•	approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by our independent auditors.

Compensation Committee

Our Board reviews the Nasdaq listing standards definition of independence for Compensation Committee members on an annual basis and has determined that each of the members of the Compensation Committee satisfies the independence requirements of the Nasdaq listing standards and Rule 10C-1 under the Exchange Act, is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act, and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code (the “Code”). In arriving at this determination, our Board examined each Compensation Committee member’s scope of experience and the nature of their prior and/or current employment.

The functions of the Compensation Committee include, among other things:

•	approving the retention of compensation consultants and outside service providers and advisors;

•

reviewing and approving, or recommending that the Board approve, the compensation, individual and corporate performance goals and objectives and other terms of employments of our executive officers, including evaluating the performance of our chief executive officer, and, with his assistance, that of our other executive officers;

•	reviewing and recommending to the Board the compensation of our directors;

•	administering our equity and non-equity incentive plans;

•	reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives;

•	reviewing and evaluating succession plans for the executive officers;

•	reviewing and approving, or recommending that the Board approve, incentive compensation and equity plans;

•	helping the Board oversee our human capital management policies, plans and strategies; and

•	reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Each year, the Compensation Committee reviews with management the Company’s Compensation Discussion and Analysis (“CD&A”) and considers whether to recommend that it be included in proxy statements and other filings.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Talent Officer and at times with Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Company’s independent compensation consultant. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole

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authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

During the fiscal year ended December 31, 2021, after taking into consideration the six factors prescribed by the SEC and Nasdaq described above, the Compensation Committee engaged Pearl Meyer as compensation consultants. The Compensation Committee requested that Pearl Meyer:

•	evaluate the efficacy of the Company’s existing compensation strategy and practices in supporting and reinforcing the Company’s long-term strategic goals; and

•	assist in refining the Company’s compensation strategy and in developing and implementing an executive compensation program to execute that strategy.

As part of its engagement, Pearl Meyer was requested by the Compensation Committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels and design for that group. At the request of the Compensation Committee, Pearl Meyer also engaged in discussions with members of the Compensation Committee and senior management to learn more about the Company’s business operations and strategy, key performance metrics and strategic goals, as well as the labor markets in which the Company competes. Pearl Meyer ultimately developed recommendations that were presented to the Compensation Committee for its consideration. Following an active dialogue with Pearl Meyer, the Compensation Committee considered Pearl Meyer’s input as part of its decision-making process.

Nominating and Corporate Governance Committee

Our Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the independence requirements of the Nasdaq listing standards.

The functions of the Nominating and Corporate Governance Committee include, among other things:

•	identifying, evaluating, and selecting, or recommending that the Board approve, nominees for election to the Board and its committees;

•	approving the retention of director search firms;

•	evaluating the performance of the Board and of individual directors;

•	considering and making recommendations to the Board regarding the composition of the Board and its committees;

•	evaluating the adequacy of our corporate governance practices and reporting; and

•	overseeing an annual evaluation of the Board’s performance.

Risk Management Committee

Our Board has determined that each of the members of the Risk Management Committee satisfies the independence requirements of the Nasdaq listing standards.

The functions of the Risk Management Committee include, among other things:

•	encouraging integration of risk management into the organization’s goals and in general work to create a corporate culture to manage risks appropriately;

•	communicating with management and the Board regarding the Company’s risk exposures and risk tolerance;

•	monitoring the Company risk profile and the potential exposure to risks;

•	reviewing risk management policy, plans, infrastructure, objectives, strategies and process;

•	reviewing with management the Company’s performance against its risk management plans;

•	reviewing enterprise and emerging risks and escalating risks for improvements and crisis preparedness and recovery plans;

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•	reviewing management’s corrective actions for deficiencies that arise with respect to the effectiveness of the Company’s enterprise-wide risk assessment processes;

•	monitoring governance rating agencies and their assessments of the Company’s risk-related policies, and make recommendations to the Board; and

•	reviewing the effectiveness of the Company’s information security policies and practices and internal controls over financial reporting with the audit committee.

CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES

Our Board will determine the appropriate characteristics, skills, and experience for our Board as a whole and for its individual members. Our Board considers recommendations for nominees from the Nominating and Corporate Governance Committee. Our Board will consider the minimum general criteria below, and may add any specific additional criteria with respect to specific searches, in selecting candidates and existing directors for serving on our Board. An acceptable candidate may not fully satisfy all of the criteria, but is expected to satisfy nearly all of them. Our Board believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, and being over 21 years of age.

Our Board and the Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, our Board and the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

Candidates for director nominees are reviewed in the context of the current composition of our Board and the competencies of the individual members, the current and future operating requirements of the Company and the long-term interests of stockholders, with the objective of having a balanced and effective Board that reflects a variety of characteristics, perspectives, skills and professional experience. The Nominating and Corporate Governance Committee’s review and periodic assessments of the characteristics, perspectives, skills and professional experience it seeks in our Board as a whole, and in individual directors, in connection with its review of our Board’s composition, enables it to assess the effectiveness of its goal of achieving a balanced and effective Board with diversity. Our Board considers diversity (including diversity of gender, ethnic background and country of origin), age, skills and other factors that it deems appropriate to maintain a balance of knowledge, experience, and capability on our Board.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviewed these directors’ service to the Company, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair the directors’ independence, as well as the overall composition of our Board and the desire to add new skill sets, expertise and diversity to the Company. In the case of all director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.

The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Interested parties wishing to communicate with our Board or with individual members of our Board may do so by writing to the Board or to the particular members of the Board, and mailing the correspondence to BTRS Holdings Inc., Attn: Aimie Killeen, Chief Legal Officer and Secretary, 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648. Our Chief Legal Officer, in consultation with appropriate members of our Board as necessary, will review all incoming communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our Board, or if none is specified, to the Chairman of the Board.

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CODE OF BUSINESS CONDUCT AND ETHICS

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at https://investors.billtrust.com/corporate-governance/governance-overview. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website identified above.

CORPORATE GOVERNANCE GUIDELINES

As part of our Board’s commitment to enhancing stockholder value over the long term, our Board has adopted a set of Corporate Governance Guidelines to provide the framework for the governance of the Company and to assist our Board in the exercise of its responsibilities. Our Corporate Governance Guidelines cover, among other topics, Board composition and structure, Board membership criteria including diversity, Board leadership, director independence, Board and Board committee assessments, committees of the Board, Board access to management and outside advisors, director orientation and education and management succession planning. The full text of our Corporate Governance Guidelines is posted on the Corporate Governance portion of our website at https://investors.billtrust.com/corporate-governance/governance-overview.

PROHIBITION ON HEDGING AND PLEDGING

Our insider trading policy prohibits our employees, including officers, and directors from pledging or engaging in hedging or similar transactions in our securities, including but not limited to prepaid variable forwards, equity swaps, margin accounts, collars, exchange funds, puts, calls and short sales.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our directors who serve as a member of our Compensation Committee is, or has at any time during the past year been, an executive officer or employee of Legacy Billtrust or the Company following the Business Combination. None of our executive officers currently serve, or has served during fiscal year ended December 31, 2021, on the compensation committee or board of directors of any other entity that has one or more executive officers that serves as a member of our Board or our Compensation Committee.

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE (ESG)

We are committed to growing in alignment with our values. For over 20 years, we have offered automated and digital solutions that enable businesses to reduce inefficiencies and waste, minimizing the environmental impact of payments processes. In 2021, we took several measures to invest further in our ESG efforts.

We conducted a materiality assessment in 2021 to identify, refine and assess potential ESG issues that we believe are most important to our stakeholders and our business. We conducted the assessment through engagement with key internal and external stakeholders, including, members of our management team and our customers, investors and partners and identified the following priorities: business ethics, data privacy and cybersecurity, diversity & inclusion, employee engagement & wellbeing, energy & green-house gas emission management, and product innovation.

Additionally, we created and staffed a key ESG leadership role, Vice President of Corporate Social Responsibility, with executive oversight to form and implement a comprehensive and long-term ESG strategy. We intend to provide an annual update on our corporate sustainability efforts and align our ESG disclosures with leading reporting frameworks, including the Sustainability Accounting Standards Board. Our management periodically reports to our Board and its committees, as appropriate, on ESG activity, including compliance topics and human capital management policies.

Our People

Our employees are key to our success, and we are committed to attracting, developing, and retaining the best talent. In 2021, we invested further in our programs focused on employee engagement, professional development, remote working, and diversity, equity and inclusion.

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Our longstanding corporate values are at the center of our culture: Customer Commitment, Family First, Listen Actively, Unique Individuals, Fiscally Responsible, Results Matter, Open Mindedness, Accountability & Ownership, and Invincibility. Every year we recognize team members that practice and promote our values in their actions and performance with our annual Founder’s Award and Culture Champions programs, which include special rewards including vacation packages, gift cards and other perks.

We have been named among New Jersey’s 2021 Best Places to Work by NJBIZ, a leading business journal, in acknowledgement of our positive work environment that celebrates the unique contributions of team members and connects employees at all levels with opportunities to grow. Employee feedback is crucial to how we measure our success. We conduct regular employee Net Promoter Score surveys to continually measure employee engagement and better understand and identify additional ways to support our workforce.

In addition, we seek to foster an inclusive work environment where each individual can bring their unique self, which helps drive innovation and enables us to better serve our customers. In 2021, we increased female representation at management levels to 31%. Our Employee Resource Groups are integral to fostering inclusion and belonging in our global workplace.

Our Communities

We are committed to growing our philanthropic presence across the communities in which we operate and throughout the world. In 2021, we established a Corporate Social Responsibility (“CSR”) function to advance our sustainable business practices and drive social impact in our communities through activities including partnerships with non-profit organizations, company-sponsored volunteer time-off and other employee volunteering initiatives, and corporate and matching grants. In 2021, 100% of our senior executives took part in CSR programming. We intend to release an update in 2022 outlining our progress on key corporate sustainability practices and company-sponsored social impact programs.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

BDO USA, LLP (“BDO”) currently serves as our independent registered public accounting firm. After consideration of the firm’s qualifications and past performance, our Audit Committee has selected, and our Board ratified the selection of, BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2022. During our fiscal year ended December 31, 2021, BDO served as our independent registered public accounting firm.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of BDO as our independent registered public accounting firm. However, our Board is submitting the selection of BDO to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee and our Board will reconsider whether or not to retain BDO. Even if the selection is ratified, our Audit Committee and our Board, in their discretion, may direct the selection of different independent auditors at any time during our fiscal year if they determine that such a change would be in the best interests of the Company and its stockholders.

Representatives of BDO will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As previously disclosed, in connection with the closing of the Business Combination, Marcum LLP (“Marcum”) was dismissed as our independent registered accounting firm with effect on March 24, 2021 following the completion of our audit for the year ended December 31, 2020, which consisted of pre-Business Combination accounts of the Company.

Marcum’s report on the consolidated financial statements as of December 31, 2020 and 2019, for the year ended December 31, 2020 and for the period February 28, 2019 (inception) through December 31, 2019 of the Company did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope, or accounting principles.

During the fiscal periods ended December 31, 2020 and 2019, and the subsequent interim period through March 24, 2021, the effective date of Marcum’s dismissal, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference thereto in its reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

On January 12, 2021, the Board approved the engagement of BDO as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2021. BDO served as the independent registered public accounting firm of Legacy Billtrust prior to the Business Combination. During the period from February 28, 2019 (inception) through December 31, 2020, and the subsequent interim period preceding the engagement of BDO, neither the Company nor anyone on its behalf has previously consulted with BDO regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (as described in Items 304(a)(1)(iv) and 304(a)(1)(v) of Regulation S-K, respectively).

We previously provided Marcum with a copy of the disclosures regarding the dismissal reproduced in this Proxy Statement and received a letter from Marcum addressed to the SEC stating that they agree with the above statements. This letter was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 30, 2021.

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FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As described above, BDO was appointed as our independent registered accounting firm in January 2021, upon the dismissal of Marcum. BDO had audited the financial statements of Legacy Billtrust since 2015.

The following tables present the aggregate fees billed by BDO and Marcum to us (including Legacy Billtrust, in the case of BDO) for the years ended December 31, 2021 and 2020.

BDO

	Year Ended December 31, (in thousands)
	2021	2020
Audit Fees⁽¹⁾	$1,358	$1,253
Audit-Related Fees⁽²⁾	172	224
Tax Fees	—	—
All Other Fees	—	—
Total Fees	$1,530	$1,477

(1)

Audit Fees include fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements. This also includes fees for audits provided in connection with regulatory filings or services that generally only the principal independent auditor reasonably can provide, such as consent and assistance with and review of our SEC filings and interim procedures. For the year ended December 31, 2020, the amount includes $0.9 million for audit fees billed for the annual audits of Legacy Billtrust’s financial statements included in the Registration Statement on Form S-4 for the each of the three years ended December 31, 2019, consents and review of other documents filed with the SEC.

(2)

Audit-Related Fees include fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Marcum

	Year Ended December 31, (in thousands)
	2021	2020
Audit Fees⁽¹⁾	$18	$92
Audit-Related Fees	—	—
Tax Fees⁽²⁾	7	7
All Other Fees	—	—
Total Fees	$25	$99

(1)

Audit Fees include fees billed for professional services rendered for the audit of our year-end consolidated financial statements and services that are normally provided in connection with regulatory filings. This also includes fees for interim procedures and audit fees, as well as attendance at audit committee meetings.

(2)	Tax Fees include corporate tax return preparation services.

All fees incurred subsequent to the closing of the Business Combination in January 2021 were pre-approved by our Audit Committee.

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Pre-Approval Procedures

Our Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, BDO. Our Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by BDO is compatible with maintaining the principal accountant’s independence

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” THE RATIFICATION OF BDO AS THE COMPANY’S INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2022.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2021 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

MEMBERS OF THE AUDIT COMMITTEE

Lawrence Irving, Chair

Charles B. Bernicker

Juli Spottiswood

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

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PROPOSAL NO. 3

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on a non-binding advisory basis, our executive compensation as disclosed in this Proxy Statement in accordance with SEC rules. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers (“NEOs”) with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for additional details about our executive compensation program, including information about the 2021 compensation of our NEOs.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Our Board and our Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

Accordingly, our Board is asking our stockholders to indicate their support for our executive compensation as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.

Because the vote is advisory, it is not binding on the Company or our Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to our management and our Board and, accordingly, our Board and our Compensation Committee intend to consider the results of this vote in making determinations in the future regarding our executive compensation program.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

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PROPOSAL NO. 4

NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE EXECUTIVE COMPENSATION

ADVISORY VOTES

The Dodd-Frank Act and Section 14A of the Exchange Act also enable our stockholders, at least once every six years, to indicate their preference regarding how frequently the Company should solicit a non-binding advisory vote on our executive compensation as disclosed in our proxy statement. Accordingly, our Board is requesting stockholders to indicate whether they would prefer a non-binding advisory vote every year, every two years or every three years. For the reasons described below, our Board recommends that our stockholders select a frequency of one year.

After careful consideration, our Board has determined that future non-binding advisory votes on our executive compensation that occur every year is most appropriate for our Company, and our Board recommends that you vote for a one-year interval for future non-binding advisory votes on executive compensation.

The Board believes that an annual non-binding advisory vote on our executive compensation will allow our stockholders to provide us with their input on our compensation philosophy, policies and practices as disclosed in the proxy statement on a timely basis. Additionally, an annual non-binding advisory vote on our executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our stockholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our stockholders on this proposal.

Our Board and our Compensation Committee value the opinions of our stockholders on this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, our Board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on our Board or the Company, our Board may decide that it is in the best interests of the stockholders that the Company hold an advisory vote on our executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF “ONE YEAR” WITH RESPECT

TO THE FREQUENCY OF FUTURE NON-BINDING ADVISORY STOCKHOLDER VOTES TO

APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. STOCKHOLDERS ARE NOT VOTING

TO APPROVE OR DISAPPROVE THIS RECOMMENDATION.

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of April 22, 2022. Our executive officers are appointed by, and serve at the discretion of, our Board. There are no family relationships among any of our directors or executive officers.

Name	Age	Position(s)
Flint A. Lane	55	Chief Executive Officer and Chairman of the Board
Steven Pinado	54	President
Mark Shifke	62	Chief Financial Officer
Joseph Eng	54	Chief Information Officer
Jeanne O’Connor	52	Chief Talent Officer
Aimie Killeen	43	Chief Legal Officer and Secretary

Below are the biographies of our current executive officers, other than Mr. Lane, whose biography appears above under “Proposal No. 1 – Election of Directors.”

Steven Pinado. Mr. Pinado has served as our President since January 2021 and prior to this served as the President of Legacy Billtrust since March 2018. Mr. Pinado has served as a member of the board of directors of Encompass+Orchestra Software, a private business management software company, since April 2020. Prior to joining Legacy Billtrust, Mr. Pinado served as Group CEO at Jonas Software, a provider of enterprise management software solutions to a broad range of industries, from September 2013 to March 2018. As Group CEO at Jonas Software, Mr. Pinado oversaw all North American business units and acquisition activity in the payments, fitness, recreation, camp, membership management, association management and IP licensing technology categories. Mr. Pinado holds a B.A. in Finance from Morehouse College and an MBA from the Tuck School of Business at Dartmouth.

Mark Shifke. Mr. Shifke has served as our Chief Financial Officer since January 2021 and prior to this served as the Chief Financial Officer of Legacy Billtrust since February 2020. Prior to joining Legacy Billtrust, Mr. Shifke held various executive leadership positions at Green Dot Corporation from June 2011 to December 2019, most recently serving as Chief Financial Officer from May 2015 to December 2019 and SVP Corporate Strategy, M&A from June 2011 to December 2019. Previously, Mr. Shifke was a Managing Director at J.P. Morgan Chase from 2007 to 2011. Mr. Shifke holds a B.A. in Political Science and Government from Tulane University, a J.D. from Tulane University Law School and an LL.M. in Taxation from New York University School of Law.

Joe Eng. Mr. Eng has served as our Chief Information Officer since January 2021 and prior to this served as the Chief Information Officer of Legacy Billtrust since February 2020. Mr. Eng also serves as Senior Advisor at Sixth Street Partners, a global investment firm. Prior to joining Billtrust, Mr. Eng served as Chief Information Officer at TravelClick, Inc. from July 2013 to June 2019 and as EVP - Chief Information Officer at JetBlue Airways from March 2008 to September 2011. Mr. Eng holds a B.A. in Computer Science from Rutgers University and a M.S. in Computer Science from New York University.

Jeanne O’Connor. Ms. O’Connor has served as our Chief Talent Officer since January 2021 and prior to this held various leadership positions at Legacy Billtrust from January 2011 to January 2021, most recently serving as Legacy Billtrust’s Senior Vice President, Human Resources. Prior to joining Legacy Billtrust, Ms. O'Connor served as Human Resources Manager at Lumeta Corporation from May 2006 to January 2011 and as a human resources consultant at Flarion Technologies from 2004 to 2006 and at ITXC Corporation from 2000 to 2004, respectively. Ms. O’Connor was also a senior compensation consultant at Prudential Financial (formerly Prudential Healthcare) from 1997 to 2000. Ms. O’Connor holds a B.S. in Business Management and a B.A. in Psychology, each from Montclair State University.

Aimie Killeen. Ms. Killeen has served as our Chief Legal Officer and Secretary since January 2022 and prior to this served as Executive Vice President, General Counsel and Company Secretary at Cardtronics plc from March 2017 to October 2021. Previously, Ms. Killeen served as General Counsel for Directcash Payments Inc. from March 2013 until its acquisition by Cardtronics plc in March 2017. Prior to Directcash Payments Inc., Ms. Killeen had been in private practice at an international law firm. Ms. Killeen holds a Bachelor of Business and a Bachelor of Laws from the University of Technology, Sydney, Australia.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of our Common Stock as of March 31, 2022 by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.

Applicable percentages are based on 159,954,910 shares of Common Stock outstanding on March 31, 2022. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include such securities issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable on or before May 30, 2022, which is 60 days after March 31, 2022. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws, and their business address is c/o BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percentage of Outstanding Common Stock
Directors and Named Executive Officers:
Flint A. Lane⁽¹⁾	26,497,619	16.5%
Steven Pinado⁽²⁾	2,007,789	1.2%
Mark Shifke⁽³⁾	1,087,116	*
Joe Eng⁽⁴⁾	1,027,644	*
Jeanne O’Connor⁽⁵⁾	321,403	*
Charles B. Bernicker⁽⁶⁾	384,522	*
Clare Hart⁽⁷⁾	99,769	*
Robert Farrell⁽⁸⁾	320,263	*
Lawrence Irving⁽⁹⁾	320,263	*
Matt Harris	—	—
John W. Murray	—	—
Juli Spottiswood⁽¹⁰⁾	36,746	*
All current executive officers and directors as a group (13 persons)⁽¹¹⁾	32,103,134	19.4%
Five Percent Holders:
Entities affiliated with Bain Capital Venture Investors, LLC⁽¹²⁾	28,367,064	17.7%
Riverwood Capital⁽¹³⁾	14,245,740	8.9%
Senvest Management, LLC⁽¹⁴⁾	9,537,730	6.0%
The Vanguard Group⁽¹⁵⁾	9,012,044	5.6%

*	Less than 1%

(1)	Consists of (i) 17,894,947 shares of Common Stock, (ii) 7,839,466 shares of Common Stock held by Flint Lane 2009 Grantor Retained Annuity Trust and (iii) 763,206 shares of Common Stock issuable pursuant to options.

(2)	Consists of (i) 104,951 shares of Common Stock and (ii) 1,902,838 shares of Common Stock issuable pursuant to options.

(3)	Consists of (i) 84,903 shares of Common Stock and (ii) 1,002,213 shares of Common Stock issuable pursuant to options.

(4)	Consists of (i) 201,728 shares of Common Stock and (ii) 47,938 shares of Common Stock held by Pamela L. Eng Trust and (iii) 777,978 shares of Common Stock issuable pursuant to options.

(5)	Consists of (i) 20,546 shares of Common Stock and (ii) 300,857 shares of Common Stock issuable pursuant to options.

(6)	Gives effect to pro rata distribution from a limited liability company of which Mr. Bernicker is a member.

(7)	Consists of (i) 28,492 shares of Common Stock and (ii) 71,277 shares of Common Stock issuable pursuant to options.

(8)	Consists of (i) 41,174 shares of Common Stock and (ii) 279,089 shares of Common Stock issuable pursuant to options.

(9)	Consists of (i) 41,174 shares of Common Stock and (ii) 279,089 shares of Common Stock issuable pursuant to options.

(10)	Consists of (i) 22,290 shares of Common Stock and (ii) 14,456 shares of Common Stock issuable pursuant to options.

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(11)	Consists of shares of Common Stock beneficially owned by all current executive officers and directors as a group.

(12)

This information is based solely on a Schedule 13D/A filed with the SEC on July 8, 2021. Consists of (i) 25,706,922 shares of Common Stock held by Bain Capital Venture Fund 2012, L.P. (“Venture Fund 2012”), (ii) 2,510,636 shares of Common Stock held by BCIP Venture Associates (“BCIPV”) and (iii) 149,506 shares of Common Stock held by BCIP Venture Associates – B (“BCIPVB” and, together with Venture Fund 2012 and BCIPV, the “Bain Capital Venture Entities”). Bain Capital Venture Investors, LLC (“BCVI”), the Executive Committee of which consists of Enrique Salem and Ajay Agarwal, is the ultimate general partner of Venture Fund 2012 and governs the investment strategy and decision-making processes with respect to investments held by BCIPV and BCIPVB. By virtue of the relationships described in this footnote, each of BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power over the shares held by the Bain Capital Venture Entities. The principal business address of the Bain Capital Venture Entities is 200 Clarendon Street, Boston, MA 02116.

(13)

This information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2022. Consists of (i) 2,954,508 shares of Common Stock held by Riverwood Capital Partners II (Parallel – B) L.P (“RCP Parallel – B”) and (ii) 11,291,232 shares of Common Stock held by Riverwood Capital Partners II L.P. (“RCP”). Riverwood Capital II L.P. (“Riverwood LP”) is the sole general partner of each of RCP and RCP Parallel-B (the “Riverwood Funds”). The general partner of Riverwood LP is Riverwood Capital GP II Ltd. (“Riverwood GP”). Riverwood LP and Riverwood GP may be deemed to have voting and dispositive power over, and be deemed to be indirect beneficial owners of the shares held by the Riverwood Funds. All investment decisions with respect to the shares held by the Riverwood Funds are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by the Riverwood Funds are made by a majority vote of Riverwood GP’s multiple shareholders. No natural person controls investment or voting decisions with respect to the common stock beneficially owned by Riverwood Capital. The principal business address of Riverwood Capital is 70 Willow Road, Suite 100 Menlo Park CA 94025.

(14)

This information is based solely on a Schedule 13G filed with the SEC on January 25, 2022. The reported shares are held in the account of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP (collectively, the “Investment Vehicles”). Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Senvest Management, LLC’s position as investment manager of the Investment Vehicles. Richard Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC. Such holders report shared voting and dispositive power with respect to all shares of Common Stock. The principal business address of Senvest Management, LLC and Mr. Mashaal is 540 Madison Avenue, 32^nd Floor, New York, NY 10022.

(15)

This information is based solely on a Schedule 13G filed with the SEC on February 9, 2022. The Vanguard Group reported shared voting power with respect to 128,923 shares of Common Stock, sole dispositive power with respect to 8,834,750 shares of Common Stock and shared dispositive power with respect to 177,294 shares of Common Stock. The principal business address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This CD&A explains our executive compensation program for our NEOs listed below. This CD&A also describes the Compensation Committee’s process for making compensation decisions and the rationale for specific decisions related to the fiscal year ended December 31, 2021.

Name			Position
Flint A. Lane			Chief Executive Officer and Chairman of the Board
Steven Pinado			President
Mark Shifke			Chief Financial Officer
Joe Eng			Chief Information Officer
Jeanne O’Connor			Chief Talent Officer

Executive Summary

We are a leading provider of cloud-based software and integrated payment processing solutions that simplify and automate business-to-business (“B2B”) commerce. For businesses around the world, there is a high degree of cost, risk, and complexity in timely receiving cash and recognizing revenue; we solve these problems by addressing both sides of the payment equation, delivering an order-to-cash platform that spans credit-to-cash application and collection, integrated with an open network connecting the B2B payments ecosystem. Our solution is at the forefront of the ongoing digital transformation of accounts receivable (“AR”), providing mission-critical solutions that span credit decisioning and monitoring, online ordering, invoicing, cash application, and collections. Our Business Payments Network (“BPN”) connects B2B buyers and sellers to a community of banks, FinTechs, and card brands. We automate payments from digital lockbox to final posting in enterprise resource planning (“ERP”), bridging receivables with buyers’ payment processes so sellers can manage cash flow more strategically and make it easier for customers to do business with them.

As of December 31, 2021, over 2,400 enterprise and middle-market customers use or are being onboarded to our platform to help them manage their AR operations and process payments. We have customers across diversified industry verticals, including technology, healthcare, industrial, wholesale distribution, consumer packaged goods, and others. Our customers include many of the largest Fortune 500 companies, as well as high-growth Fortune 1,000 and middle-market businesses. Generally, our customers are in high-bill volume industries with complex billing needs, including those with a diverse customer base, multiple distribution channels, and numerous product SKUs. Our technology, distribution, and support can be configured to the specific billing and payment needs of customers in each of these verticals.

On January 12, 2021, we announced the completion of our Business Combination. We believe that the Business Combination and being a public company better positions us to better serve our customers and offers significant capital flexibility for continued growth, both organic and inorganic, to continue our journey.

2021 Business Highlights

Our strong results in fiscal 2021 were driven by outperformance in our core software and payments segment and the favorable secular trend of AR digitization. In 2021, we also made significant financial and operational progress, establishing a strategic European presence with our acquisition of iController, a leading B2B provider of intelligent solutions for collections management. Our BPN showed strong continued growth in 2021 (BPN Total Payment Volume growth of 99% year-over-year) and strategic progress, and we have now signed 4 of the top 5 U.S. bank issuers as BPN processing partners. Following are key financial highlights for 2021:

•	Net revenue* increased 21.2% year-over-year to $131.6 million, up from $108.6 million in 2020.

•	Adjusted gross profit* increased 26.1% year-over-year to $96.2 million, compared to $76.3 million in 2020.

•	Adjusted gross margin* expanded by 280 basis points to 73.1%, versus 70.3% for the same period in 2020.

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•	Adjusted EBITDA* was $(13.7) million, compared to $(2.2) million in 2020, due to higher operating expenses from increased investments in sales, marketing, research and development, and increased public company costs.

For a discussion of these non-GAAP measures and reconciliation to the most directly comparable GAAP financial measures, please refer to the section titled “Non-GAAP Financial Measures” beginning on page 46 in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K.

2021 Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serve a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our compensation program, the Compensation Committee made the following executive compensation decisions for fiscal year 2021 in our first year of being a publicly-traded company:

•	Base Salaries. For 2021, the Compensation Committee approved merit-based salary increases for the NEOs, other than Mr. Lane who did not receive a base salary increase for 2021.

•	Annual Incentives. Based on our financial performance in 2021, the funding of the 2021 Incentive Compensation Plan was set at 150% of each NEO’s applicable bonus target.

•	Long-Term Equity Incentives. On January 12, 2021, the Board approved equity awards across its workforce to recognize and reward the completion of the Business Combination. The 2021 equity awards to our NEOs were granted using 100% stock options.

Best Compensation Practices & Policies

We also believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and executives:

SEC Form DEF 14A filed by BTRS Holdings Inc.