8-K
GPGI, Inc. (GPGI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):October 9, 2025
CompoSecure, Inc.
(ExactName of Registrant as Specified in its Charter)
| Delaware | 001-39687 | 85-2749902 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.) |
| 309 Pierce Street<br><br> <br>Somerset, New Jersey | 08873 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(908) 518-0500
(Registrant’s telephone number, including area code)
Not Applicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange onwhich registered |
|---|---|---|
| Class A Common stock, par value $0.0001 per share | CMPO | NYSE |
| Redeemable warrants, each whole warrant exercisable for one share of Class A<br> Common Stock | CMPOW | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
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On October 9, 2025, CompoSecure, Inc. (“CompoSecure” or the “Company”) announced the election of Ms. Mary Holt to serve as the Company’s Chief Financial Officer, effective as of the day immediately following the date on which the Company files its Quarterly Report on Form 10-Q for the third quarter of the 2025 fiscal year (the “Effective Date”), succeeding Mr. Tim Fitzsimmons in the role. As previously disclosed, Mr. Fitzsimmons will retire as the Company’s Chief Financial Officer as of the Effective Date.
Ms. Holt, 52, served as Senior Vice President, Finance Operations, Utilities & Power SBG of Warren Equity Partners, a private equity firm, from October 2024 until October 2025. Previously, she served for over 17 years at Honeywell International, Inc., a multinational conglomerate, in roles of increasing responsibility, including most recently as Vice President, Business Analysis & Planning from January 2023 to July 2024, Chief Financial Officer, Productivity Solutions & Services from May 2020 to December 2022, and Chief Financial Officer, Corporate Entities and Functions, from November 2018 to May 2020. Ms. Holt holds a Master of Business Administration from the Fuqua School of Business at Duke University.
As Chief Financial Officer, Ms. Holt will receive an annual base salary of $500,000 and will be eligible for an annual target bonus equal to 75% of her base salary and an annual equity award in the form of restricted stock units (“RSUs”) with a target value of $1,250,000 in the discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”), with such RSUs vesting in equal installments on the third, fifth and seventh anniversaries of her employment commencement date. In addition, in connection with her hire, Ms. Holt will receive a one-time sign-on award in the form of options (“Options”) to purchase Company common stock with a grant date value of $500,000, with such Options vesting in equal installments on the first four anniversaries of her employment commencement date. Ms. Holt will also be eligible to participate in the Company’s executive severance plan (described below) following her execution of a participation agreement, under which she will be eligible to receive certain payments and benefits upon a qualifying termination, subject to her execution and non-revocation of a general release of claims and compliance with restrictive covenants.
The foregoing description of Ms. Holt’s compensation is qualified by reference to the offer letter, by and between the Company and Ms. Holt, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
Ms. Holt has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which she was selected as an officer of the Company or related person transactions between Ms. Holt and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Effective following her execution of a participation agreement, Ms. Holt will become the first participant in the Company’s executive severance plan for designated senior executives of the Company (the “Executive Severance Plan”). Under the Executive Severance Plan, subject to the execution of a participation agreement, participants will receive the following payments and benefits upon a termination by the Company without cause, subject to the participant’s execution and non-revocation of a general release of claims and compliance with applicable restrictive covenants: (i) a cash payment equal to the sum of 1x (2x in the case of the Chief Executive Officer) the participant’s (x) annual base salary and (y) annual target bonus, (ii) a lump-sum payment equal to the cost of the continued healthcare coverage for 12 months (24 months in the case of the Chief Executive Officer) and (iii) up to six months of outplacement services. The Company’s executive officers will remain eligible for their existing severance benefits under their employment agreements unless and until they execute a participation agreement under the Executive Severance Plan.
The foregoing description is qualified by reference to the Executive Severance Plan, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
On October 9, 2025, the Company issued a press release announcing the appointment of Ms. Holt, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press release, dated October 9, 2025, issued by CompoSecure, Inc. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| COMPOSECURE, INC. | ||
|---|---|---|
| Date: October 9, 2025 | By: | /s/<br> Steven J. Feder |
| Name: | Steven J. Feder | |
| Title: | General Counsel & Corporate Secretary |
EXHIBIT99.1
CompoSecureAppoints Mary Holt as Chief Financial Officer
Bringsa wealth of financial leadership from world-class organizations such as Honeywell and Pfizer
SOMERSET,N.J., October 9, 2025 -- CompoSecure, Inc. (NYSE: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced the appointment of Mary Holt as Chief Financial Officer (CFO), effective the day immediately following the filing of the Company's Q3 2025 Quarterly Report. She succeeds Tim Fitzsimmons who is retiring after a distinguished career with the company. As CFO, Ms. Holt will oversee CompoSecure’s finance organization, including financial planning and analysis; accounting and financial reporting; treasury and cash management; risk management and compliance; and investor relations. She will report directly to Jon Wilk, President and Chief Executive Officer of CompoSecure.
Wilk noted: “We are thrilled to welcome Mary to our leadership team. Her tremendous background, deep financial acumen, and proven record of visionary leadership will be powerful additions to our business and will play a key role in helping us achieve our strategic initiatives of accelerating organic growth, delivering CompoSecure Operating System results, and supporting M&A to create lasting value for our shareholders.”
Holt brings more than three decades of relevant financial leadership experience to CompoSecure. Most recently, she served as Senior Vice President of Finance Operations, Utilities and Power SBG at Warren Equity Partners, driving financial strategy and operational excellence. Prior to that, she spent over 17 years at Honeywell, advancing through a series of increasingly senior roles, including Vice President of Business Analysis and Planning/Corporate Finance; Chief Financial Officer of Productivity Solutions and Services; and Chief Financial Officer for Corporate Entities and Functions. Earlier in her career, Holt held leadership positions at Pfizer and Arthur Andersen, further broadening her accounting and operational expertise. She earned her MBA from Duke University and holds a Bachelor of Science in Economics and a Bachelor of Science in Engineering from the University of Pennsylvania.
“I am truly honored to join CompoSecure at such an exciting and transformative juncture in its journey,” said Holt. “The organization is uniquely positioned for continued meaningful growth, and I’m inspired by the tremendous opportunities ahead. I look forward to partnering with Jon and the talented team to build on the Company’s strong foundation, accelerate our strategic ambitions, and help shape a future defined by financial excellence through strong fiscal stewardship and strategic leadership.”
Tim Fitzsimmons will continue to serve in an advisory role to ensure a smooth transition.
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AboutCompoSecure
Founded in 2000, CompoSecure (NYSE: CMPO) is a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. The Company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit www.CompoSecure.com and www.GetArculus.com.
Forward-LookingStatements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets and goals with respect to the appointment of a new Chief Financial Officer, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. Forward-looking statements can be identified by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and there are a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements, including, among others, risk factors that are described in CompoSecure’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC, including the section entitled “Risk Factors” contained therein. CompoSecure cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. CompoSecure undertakes no obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
CompoSecureContact
Anthony Piniella
Head of Communications, CompoSecure
(917) 208-7724
apiniella@composecure.com
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