- Donald W. Layden, Jr., Named Chief Executive Officer and Michael Wasserfuhr Named Chief Financial Officer
- Kelly Kay and Sunil Sabharwal to Join USAT Board as Independent Directors
- Sunil Sabharwal to serve as Non-Executive Chairman
- Three Current Directors Resign from Board Company Announces Slate of Ten Director Nominees to Stand for Election at 2020 Annual Meeting, Including Three Hudson Executive Capital Nominees
USA Technologies, Inc., a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, announced that:
- Donald W. Layden, Jr., has been named Chief Executive Officer and President, effective immediately. Mr. Layden will continue to serve as a director on the USAT Board of directors but will step down from his role as Executive Chairman. Mr. Layden has served as Executive Chairman of the Board of Directors since November 2019 and as interim Chief Executive Officer since October 2019. He joined the USAT Board in April 2019.
- Michael Wasserfuhr has been named Chief Financial Officer, effective immediately. Mr. Wasserfuhr most recently served as a Principal and founder of Michael Wasserfuhr Business Transformation LLC, providing strategic, finance and operational consulting services for FinTech companies. Mr. Wasserfuhr has previously served as chief financial officer at a number of companies in the payment industry, including most recently Ingenico North America, Worldpay US, and Vesta Corporation.
- Kelly Kay and Sunil Sabharwal have been appointed to the Board as independent directors, effective immediately. Ms. Kay is currently Chief Finance Officer of the Toyota Research Institute where she oversees Finance and Legal and Compliance operations for the organization. She previously served as Vice President of Business Operations at Lyft, where she oversaw Regulatory Compliance, Audit & Reporting, Payments & Fraud, and Airport Operations. Mr. Sabharwal served as the U.S. Alternative Executive Director to the International Monetary Fund, and previously served as Senior Vice President for Strategic Investments for First Data Corporation, as well as Managing Director for Financial Services and Healthcare at GE Equity, a division of GE Capital.
- Mr. Sabharwal has also been named Non-Executive Chairman of the Board.
- The Board has nominated Lisa Baird, Ellen Richey and Anne Smalling to stand for election as part of the Company’s slate of nominees at the 2020 Annual Meeting of Shareholders (“Annual Meeting”). Ms. Baird, Ms. Richey and Ms. Smalling are nominees named as part of the proxy solicitation commenced by Hudson Executive Capital (“HEC”), one of the Company’s shareholders.
- Steven D. Barnhart, Joel Brooks and William J. Reilly, Jr., have resigned from the Board, effective immediately, and will not be seeking re-election at the Annual Meeting.
- The USAT slate of director nominees will include Donald W. Layden Jr., Lisa Baird, Kelly Kay, Robert L. Metzger, Patricia A. Oelrich, Ellen Richey, Sunil Sabharwal, William J. Schoch, Anne Smalling and Ingrid S. Stafford. In total, the USAT slate of nominees will comprise 10 individuals, nine of whom would serve as independent directors, and eight of whom will have been appointed since April 2019.
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“It has been rewarding to see the rapid progress we are making to strengthen the business, as demonstrated by our recently reported accelerated revenue growth and improvements in gross margins,” said Mr. Layden. “As CEO, I look forward to continuing to work with the Board and management team to ensure the Company is strongly positioned to realize the potential of USAT’s business and to create value for all of our stakeholders.”
“We are thrilled to welcome Michael to USAT as our permanent CFO,” Mr. Layden continued. “Michael possesses an impressive depth of experience in the payments industry with expertise in risk management and diligence. His extensive experience in finance and management will bring rigor and discipline to USAT as we bring our efforts to enhance controls and strengthen the business into renewed focus.”
“On behalf of the board, I am pleased to welcome Kelly and Sunil as independent directors and Sunil as the Board’s non-executive chairman. They each bring highly relevant skills and expertise to USAT, including significant experience in payments and financial technology, and strong backgrounds in compliance, audit and risk management. I am confident that they will be strong additions to the Board, and that their skills will complement our ongoing efforts to strengthen USAT’s oversight, control and governance functions. I would also like to extend our gratitude to Steve, Joel and Bill for their many contributions to USAT,” Mr. Layden continued.
“We believe that the proxy contest commenced by HEC is unnecessary given the far-reaching change that has been made across the Company and in the composition of the Board. With that said, we recognize the impressive credentials of Anne, Lisa and Ellen and believe they would add real value to the Company. We hope that by naming these three individuals as USAT board nominees, we can provide an avenue for HEC to take due credit for helping to refresh the Board and return to constructive engagement with USAT. We are confident the Company’s slate of nominees represents the strongest possible mix of skills and experience to provide USAT the ability to effectively execute its growth strategy and generate value for shareholders,” Mr. Layden concluded.
