KATAPULT HOLDINGS, INC., DEF 14A filed on 4/24/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Katapult Holdings, Inc.
Entity Central Index Key 0001785424
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Year
 (a)
Summary Compensation Table Total for PEO(1)(2)
 (b)
Compensation Actually Paid to PEO (3)
 (c)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1)
 (d)
Average Compensation Actually Paid to Non-PEO Named Executive Officers (3)
(e)
Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4)
(f)
Net Loss (in Thousands) (5)
 (g)
2024$1,100,565 $886,242 $872,957 $814,635 $(72)$(25,915)
2023$1,716,461 $937,450 $1,469,494 $1,017,054 $(55)$(36,666)
  
Named Executive Officers, Footnote Compensation for our PEO, Orlando Zayas, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following NEOs for all of the respective years above: Nancy Walsh and Derek Medlin. As discussed under “Summary Compensation Table” above, the amounts reported in the “Summary Compensation Table” for 2024 do not include any amounts our PEO and other NEOs may earn under our 2024 STIP as such payout has not been determined as of the date of this proxy statement.(2)  
PEO Total Compensation Amount $ 1,100,565 $ 1,716,461
PEO Actually Paid Compensation Amount $ 886,242 937,450
Adjustment To PEO Compensation, Footnote As discussed under “Recovery of Erroneously Awarded Compensation” below, amounts reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2023 were adjusted to exclude the following erroneously awarded 2023 STIP amounts that the Company recovered from our PEO and non-PEO NEOs in 2024 pursuant to the Clawback Policy: Mr. Zayas: $68,758, Ms. Walsh, $42,018, and Mr. Medlin, $34,379.Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in the respective years reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.
PEO 2024PEO 2023Non-PEOs 2024Non-PEOs 2023
Summary Compensation Table Total$1,100,565 $1,716,461 $872,957 $1,469,494 
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year$(410,220)$(463,644)$(332,820)$(610,817)
Plus Fair Value for Unvested Awards Granted in the Covered Year$179,273 $230,868 $234,135 $295,244 
Change in Fair Value of Outstanding Unvested Awards from Prior Years $(97,457)$(346,885)$(67,417)$(86,917)
Plus Fair Value for Vested Awards Granted in the Covered Year $— $— $— $— 
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year $114,081 $(199,350)$107,780 $(49,950)
Less Fair Value of Awards Forfeited during the Covered Year $— $— $— $— 
Compensation Actually Paid$886,242 $937,450 $814,635 $1,017,054 

Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.

As discussed under the “Outstanding Equity Awards at Fiscal Year-End” above, Ms. Walsh was granted PSU awards that on June 16, 2023, of which one-third vested on March 15, 2024 with the remaining two-thirds vesting in eight quarterly installments in February, May, August and November of each of the following two years, subject to the individual’s continued employment with us on each applicable vesting date. Following the end of the 2023 performance period, Ms. Walsh’s PSUs were originally determined to vest at 100%, or 20,455 PSUs, based on the Company’s achievement of 2023 Adjusted EBITDA. However, as discussed under “Executive Compensation - Recovery of Erroneously Awarded Compensation” in our proxy statement filed with the SEC on April 26, 2024 for the fiscal year that ended December 31, 2023, based on the Company’s restated financial statements, these PSUs were determined to vest
at 97.2%, or 19,882 PSUs, based on the achievement of 97.2% of the 2023 Adjusted EBITDA target. As a result, the Company recovered 573 PSUs that were erroneously awarded to Ms. Walsh pursuant to the Clawback Policy. The amounts reported in the columns above do not include such erroneously awarded PSUs.
  
Non-PEO NEO Average Total Compensation Amount $ 872,957 1,469,494
Non-PEO NEO Average Compensation Actually Paid Amount $ 814,635 1,017,054
Adjustment to Non-PEO NEO Compensation Footnote As discussed under “Recovery of Erroneously Awarded Compensation” below, amounts reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2023 were adjusted to exclude the following erroneously awarded 2023 STIP amounts that the Company recovered from our PEO and non-PEO NEOs in 2024 pursuant to the Clawback Policy: Mr. Zayas: $68,758, Ms. Walsh, $42,018, and Mr. Medlin, $34,379.Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in the respective years reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.
PEO 2024PEO 2023Non-PEOs 2024Non-PEOs 2023
Summary Compensation Table Total$1,100,565 $1,716,461 $872,957 $1,469,494 
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year$(410,220)$(463,644)$(332,820)$(610,817)
Plus Fair Value for Unvested Awards Granted in the Covered Year$179,273 $230,868 $234,135 $295,244 
Change in Fair Value of Outstanding Unvested Awards from Prior Years $(97,457)$(346,885)$(67,417)$(86,917)
Plus Fair Value for Vested Awards Granted in the Covered Year $— $— $— $— 
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year $114,081 $(199,350)$107,780 $(49,950)
Less Fair Value of Awards Forfeited during the Covered Year $— $— $— $— 
Compensation Actually Paid$886,242 $937,450 $814,635 $1,017,054 

Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.

As discussed under the “Outstanding Equity Awards at Fiscal Year-End” above, Ms. Walsh was granted PSU awards that on June 16, 2023, of which one-third vested on March 15, 2024 with the remaining two-thirds vesting in eight quarterly installments in February, May, August and November of each of the following two years, subject to the individual’s continued employment with us on each applicable vesting date. Following the end of the 2023 performance period, Ms. Walsh’s PSUs were originally determined to vest at 100%, or 20,455 PSUs, based on the Company’s achievement of 2023 Adjusted EBITDA. However, as discussed under “Executive Compensation - Recovery of Erroneously Awarded Compensation” in our proxy statement filed with the SEC on April 26, 2024 for the fiscal year that ended December 31, 2023, based on the Company’s restated financial statements, these PSUs were determined to vest
at 97.2%, or 19,882 PSUs, based on the achievement of 97.2% of the 2023 Adjusted EBITDA target. As a result, the Company recovered 573 PSUs that were erroneously awarded to Ms. Walsh pursuant to the Clawback Policy. The amounts reported in the columns above do not include such erroneously awarded PSUs.
  
Compensation Actually Paid vs. Total Shareholder Return TSR is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each of 2024 and 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our cumulative TSR:

13194139564964
  
Compensation Actually Paid vs. Net Income
The following chart illustrates the CAP for our PEO and the average CAP for our Non-PEO NEOs against our net loss:



13194139565003
  
Total Shareholder Return Amount $ (72) (55)
Net Income (Loss) $ (25,915,000) (36,666,000)
PEO Name Orlando Zayas  
Additional 402(v) Disclosure Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024 and December 31, 2023.  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (410,220) (463,644)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 179,273 230,868
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (97,457) (346,885)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 114,081 (199,350)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Mr. Zayas [Member]    
Pay vs Performance Disclosure    
Non-Equity Incentive Plan Compensation, Adjustment For Previously Awarded And Recovered STIP Amount 68,758  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (332,820) (610,817)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 234,135 295,244
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (67,417) (86,917)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 107,780 (49,950)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 $ 0
Non-PEO NEO | Ms. Walsh [Member]    
Pay vs Performance Disclosure    
Non-Equity Incentive Plan Compensation, Adjustment For Previously Awarded And Recovered STIP Amount $ 42,018  
Performance Stock Units, Vesting Percentage, Previously Determined   100.00%
Performance Stock Units, Shares Vested, Previously Determined   20,455
Performance Stock Units, Vesting Percentage, Revised 97.20%  
Performance Stock Units, Shares Vested, Revised 19,882  
Performance Stock Units, Previously Awarded, Cancelled Or Recovered, Shares 573  
Non-PEO NEO | Mr. Medlin [Member]    
Pay vs Performance Disclosure    
Non-Equity Incentive Plan Compensation, Adjustment For Previously Awarded And Recovered STIP Amount $ 34,379  
v3.25.1
Recovery of Erroneously Awarded Compensation - Restatement Determination Date:: 2024-04-01
 12 Months Ended
Dec. 31, 2024
USD ($)
shares
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis
As previously reported in our proxy statement filed last year, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report"), indicating that the financial statements included in the 2023 Annual Report reflected the corrections of errors to previously issued financial statements (the “Restatement”) and in accordance with Rule 10D-1 of the Exchange Act, the NASDAQ Listing Rules and the Clawback Policy, the Compensation Committee performed a comprehensive analysis of the impact of the Restatement on incentive compensation received by the Company’s current and former executive officers covered by the Clawback Policy, and concluded that the Company was required to recover erroneously awarded compensation pursuant to the 2023 STIP that was paid to Mr. Zayas, Chief Executive Officer, Ms. Walsh, Chief Financial Officer, Mr. Medlin, the then Chief Operating Officer (now President and Chief Growth Officer), Mr. Towers, the then Chief Accounting Officer, and Chandan Chopra, Chief Technology Officer (collectively, the “Covered Officers”), as well as erroneously awarded compensation attributable to the 2023 PSUs awarded to Ms. Walsh. For details of analysis of how the amount of erroneously awarded compensation was calculated, please see “Executive Compensation — Recovery of Erroneously Awarded Compensation” in our proxy statement for the fiscal year ended on December 31, 2023.
In 2024, the Company recovered the full gross amount of erroneously awarded compensation pursuant to the 2023 STIP that was paid to the Covered Officers other than Mr. Towers. In the case of the 573 PSUs that were erroneously awarded to Ms. Walsh in 2023, the Compensation Committee in 2024 cancelled the erroneously awarded compensation attributable to the 2023 PSUs that have not yet vested, and in the case of the erroneously awarded compensation attributable to the 2023 PSUs that vested on March 15, 2024, the Compensation Committee recovered the full gross amount of such erroneously awarded compensation by further reducing the number of Ms. Walsh’s PSUs that would have vested and settled in May, August and November of 2024 .
Ms. Walsh [Member]  
Erroneously Awarded Compensation Recovery  
Performance Stock Units, Previously Awarded, Cancelled Or Recovered, Shares | shares 573
Mr. Towers [Member]  
Erroneously Awarded Compensation Recovery  
Name Mr. Towers
Compensation Amount | $ $ 9,779
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Effective November 2, 2023, our Board amended the Insider Trading Policy to update the policy and, specifically, to address the rules regarding Section 10b5-1 trading plans ("Plans") and Company repurchases. The changes regarding Plans include the requirement of (i) a cooling-off period prior to sales under a Plan by Insiders of the later of 90 days or two business days following filing a Form 10-Q or Form 10-K, (ii) a certification that at the time of adoption of the Plan, the Insider was not aware of any material nonpublic information about the Company and is adopting the Plan in good faith, (iii) any modification or change to the amount, price, or timing of transactions under the Plan will be deemed a termination of the Plan and adoption of a new Plan, (iv) an Insider may only have one Plan in effect at any time, provided that an Insider may also have an irrevocable election to sell shares to satisfy tax withholding obligations, and (v) in any 12 month period an Insider is limited to one "single-trade plan". Additionally, the Company will disclose in its quarterly and annual reports the material terms of the Plans adopted or terminated by Insiders and the required information regarding such Plans.
With the amended Insider Trading Policy, the Company also adopted new requirements with respect to Company repurchases. The new requirements include (i) a prohibition against repurchases outside the trading window or when the Company possess material nonpublic information unless the repurchases are made pursuant to a Rule 10b5-1 trading plan, (ii) the adoption of a Rule 10b5-1 trading plan must be approved by the Compliance Officer, (iii) any authorized repurchases must be suspended if the Compliance Officer becomes aware of any material nonpublic information and cannot be resumed until the Company is no longer in possession of material nonpublic information.
Award Timing Method
With the amended Insider Trading Policy, the Company also adopted new requirements with respect to Company repurchases. The new requirements include (i) a prohibition against repurchases outside the trading window or when the Company possess material nonpublic information unless the repurchases are made pursuant to a Rule 10b5-1 trading plan, (ii) the adoption of a Rule 10b5-1 trading plan must be approved by the Compliance Officer, (iii) any authorized repurchases must be suspended if the Compliance Officer becomes aware of any material nonpublic information and cannot be resumed until the Company is no longer in possession of material nonpublic information.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The changes regarding Plans include the requirement of (i) a cooling-off period prior to sales under a Plan by Insiders of the later of 90 days or two business days following filing a Form 10-Q or Form 10-K, (ii) a certification that at the time of adoption of the Plan, the Insider was not aware of any material nonpublic information about the Company and is adopting the Plan in good faith, (iii) any modification or change to the amount, price, or timing of transactions under the Plan will be deemed a termination of the Plan and adoption of a new Plan, (iv) an Insider may only have one Plan in effect at any time, provided that an Insider may also have an irrevocable election to sell shares to satisfy tax withholding obligations, and (v) in any 12 month period an Insider is limited to one "single-trade plan". Additionally, the Company will disclose in its quarterly and annual reports the material terms of the Plans adopted or terminated by Insiders and the required information regarding such Plans.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true