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On July 23, 2026, Paymentus Holdings, Inc. revealed a board update with the immediate resignation of director Adam Malinowski and the appointment of Gregory Williams to fill the open seat. Williams, a Managing Director at Accel-KKR since 2009, was elected as a Class II director, bringing deep expertise in corporate strategy, finance, and technology investments. This transition aligns with the company’s director nomination process outlined in its Stockholders Agreement with Accel-KKR and affiliated parties.
Key Highlights
- NYSE ticker: PAY
- Adam Malinowski resigned from the Board on July 23, 2026, with no disagreements cited concerning company operations or policies
- Gregory Williams appointed immediately as Class II director, term ending at the 2029 Annual Meeting of Stockholders
- Williams will not receive cash retainers or equity awards, consistent with compensation for other Accel-KKR nominated directors
- Board confirmed Williams meets New York Stock Exchange independence criteria
Adam Malinowski Resigns from Paymentus Board
Adam Malinowski officially resigned from Paymentus Holdings’ Board of Directors effective July 23, 2026, as announced on July 22, 2026. Nominated originally by Accel-KKR, Malinowski’s departure was confirmed to be amicable, with no disagreements regarding the company’s operations, policies, or practices. This indicates a smooth and orderly board transition.
Malinowski served under the nomination rights granted to Accel-KKR in the existing Stockholders Agreement. The company did not provide additional reasons for his resignation, which is a common occurrence when major stakeholders rotate board representatives for strategic or operational purposes.
Gregory Williams Named to Board Seat
Following Malinowski’s resignation, Paymentus’ Board, upon recommendation from the Nominating and Corporate Governance Committee, appointed Gregory Williams as a director effective immediately on July 23, 2026. Williams fills the vacancy as a Class II director, with his term set to expire at the 2029 Annual Meeting of Stockholders. The Board confirmed that Williams meets the independence standards required by the New York Stock Exchange.
Williams’ appointment was made under nomination rights granted to Accel-KKR per the Stockholders Agreement dated May 24, 2021. This agreement involves Paymentus, Accel-KKR affiliates, and parties related to CEO Dushyant Sharma, establishing clear governance and nomination protocols tied to ownership thresholds.
Gregory Williams’ Expertise and Background
Gregory Williams has been a Managing Director at Accel-KKR, a technology-focused private equity firm, since July 2009. Over his 16-plus years at Accel-KKR, he has gained extensive experience in corporate strategy, finance, business transactions, and technology sector investments. Williams currently serves on multiple private company boards within Accel-KKR’s portfolio and has held numerous board roles throughout his career.
Williams holds an M.B.A. from the University of Virginia’s Darden School and an A.B. in History from Harvard College. The Board highlighted his qualifications based on his expertise in corporate strategy, finance, and technology investments, which align with Paymentus’ focus on payment and transaction processing solutions.
Director Compensation Details
In line with Paymentus’ compensation policy for Accel-KKR nominated directors, Gregory Williams will not receive cash retainer fees or equity awards for his board service. This approach reflects a governance practice where certain investor-nominated directors serve without direct monetary compensation beyond indemnification protections.
This compensation structure helps minimize potential conflicts of interest and aligns Williams’ interests with those of Accel-KKR as an investor rather than creating personal financial incentives tied to board membership. This policy has been consistently applied to other directors nominated by Accel-KKR.
Independence and Indemnification
The Board confirmed that Williams satisfies the New York Stock Exchange’s independence requirements, ensuring the company’s governance maintains objective oversight despite his affiliation with Accel-KKR. Independence standards are designed to guarantee directors can exercise impartial judgment on company matters.
Williams will enter into Paymentus’ standard Director and Officer Indemnification Agreement, filed as Exhibit 10.1 in the company’s Form 10-K dated February 24, 2026. This agreement provides protection against certain liabilities arising from his role as a director, a common practice in public company governance.
Stockholders Agreement Governing Board Nominations
Williams’ appointment follows nomination rights granted to Accel-KKR under the Stockholders Agreement dated May 24, 2021, involving Paymentus, Accel-KKR affiliates, and parties related to CEO Dushyant Sharma. The agreement outlines nomination procedures and ownership thresholds, ensuring structured board representation for these stakeholders.
This governance framework balances interests among investor groups and the company’s broader stakeholders, promoting transparent and predictable board nomination processes. The full agreement details are available in Paymentus’ Form 10-K filing.
No Related Party Transactions or Committee Roles
Williams is not involved in any related party transactions requiring disclosure under SEC regulations, indicating no conflicts beyond those associated with the Stockholders Agreement. Additionally, he is not expected to serve on any Board committees, consistent with governance practices for Accel-KKR nominated directors, focusing his role on general oversight and strategy.
Governance Stability and Strategic Outlook
This board transition reflects Paymentus’ routine governance process for director representation rather than signaling a strategic shift. Malinowski’s amicable resignation and immediate replacement by another Accel-KKR nominated director suggest continuity in the company’s relationship with its major investor.
While investors may monitor for any strategic changes tied to this transition, the filing indicates no alterations to Accel-KKR’s role or the company’s direction. Williams’ expertise in corporate strategy and finance is expected to support Paymentus’ ongoing operations and strategic initiatives within its payment processing business.
