CPI Card Group Inc 8-K, filed Oct 6, 2021
CPI Card Group Inc. (PMTS)
About this 8-K
CPI Card Group Inc filed this 8-K on October 6, 2021, reporting on events of October 1, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 5, 2021, the Board of Directors (the “Board”) of CPI Card Group Inc. (“CPI” or the “Company”) approved (i) the transition of the Company’s Chief Financial Officer (“CFO”), John Lowe, from his position as CFO to the Company’s Senior Vice President and General Manager of Secure Card (“Secure Card GM”), and (ii) the appointment of Amintore Schenkel to succeed Mr. Lowe as CFO.
Prior to joining CPI, Mr. Schenkel, 54, served as Senior Vice President, Chief Accounting Officer and Controller of The Western Union Company from 2006 to March 2020. Prior to that, he held a variety of finance roles of increasing responsibility at First Data Corporation from 2001 to 2006. From November 2020 through September 2021, Mr. Schenkel has served as Managing Member and consultant of InterContinental Advisory and Accounting Services LLC, a firm focused in the areas of accounting, finance and operations. Mr. Schenkel holds a Bachelor of Science in Accounting degree and a Master of Accountancy degree from the University of Denver and is a Certified Public Accountant in the State of Colorado.
Mr. Schenkel does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer of the Company, and there are no applicable transactions that would require disclosure under Item 404(a) of Regulation S-K. The transition of Mr. Lowe to the position of Secure Card GM did not result from any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure or internal controls.
In connection with Mr. Schenkel’s appointment as CFO, Mr. Schenkel will receive an annual base salary of $370,000 and will be eligible for an annual bonus under the Company’s Short-Term Incentive Plan (“STIP”), with a STIP target opportunity of $315,000. STIP bonuses are based on individual and Company performance results and require recipients to be continuously employed through the date of the payout. For the 2021 STIP plan year, Mr. Schenkel’s target bonus opportunity will be pro-rated from his start date and will be guaranteed at a 100% target payout. Additionally, Mr. Schenkel will receive an equity award upon his start date as CFO with a grant date fair value of $322,500, which reflects an annual long-term incentive target award opportunity of $215,000, adjusted to reflect that the next annual long-term incentive awards are not expected to be granted until around the first quarter of 2023. Mr. Schenkel’s equity award will be granted under the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Plan”) in such form and on such terms as approved by the Compensation Committee of the Board. Mr. Schenkel will be entitled to other benefits generally available to other executive officers of the Company, including severance benefits.
In connection with Mr. Lowe’s appointment as Secure Card GM, Mr. Lowe’s annual base salary will be $420,000, and Mr. Lowe’s STIP target opportunity will be $357,000. STIP bonuses are based on individual and Company performance results and require recipients to be continuously employed through the date of the payout. For the 2021 bonus plan year, Mr. Lowe’s target bonus will be based on a pro rata calculation from his appointment date, which will reflect a STIP target of $302,100 in effect prior to such appointment. Additionally, Mr. Lowe will receive an equity award on his start date as Secure Card GM, which, when combined with his September 21, 2021 equity awards, will have a grant date fair value of approximately $285,000, which reflects an annual long-term incentive target award opportunity of $173,000, adjusted to reflect that the next annual long-term incentive awards are not expected to be granted until around the first quarter of 2023. Such additional equity award will be granted under the Omnibus Plan in such form and on such terms as approved by the Compensation Committee of the Board.
Item 7.01 Regulation FD Disclosure.
On October 5, 2021, the Company issued a press release announcing the appointment of Mr. Schenkel as CFO and the transition of Mr. Lowe to Secure Card GM. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
| Exhibit | Description | |
| 99.1 | Press Release dated October 5, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
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.
| CPI CARD GROUP INC. | ||
| Dated: October 6, 2021 | By: | /s/ Sarah J. Kilgore |
| Name: | Sarah J. Kilgore | |
| Title: | Chief Legal and Compliance Officer | |
Exhibit 99.1
CPI Card Group Inc. Announces Leadership Transition; Amintore Schenkel Appointed CFO
October 5, 2021
LITTLETON, Colo.--(BUSINESS WIRE)-- CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payment technology company and leading provider of credit, debit and prepaid solutions, today announced that Amintore Schenkel has joined the Company as Chief Financial Officer. Prior to leading his own consulting business, Schenkel served as Senior Vice President, Chief Accounting Officer and Controller of Western Union from 2006 to 2020. He also held a variety of financial roles at First Data Corporation from 2001 to 2006 and was with Ernst & Young for 12 years. He holds Bachelor of Science in Accounting and Master of Accountancy degrees from the University of Denver and is a Certified Public Accountant in the State of Colorado.
CPI’s former CFO, John Lowe, has been promoted to SVP and General Manager of CPI’s Secure Card business. Lowe joined the CPI management team as CFO in 2018. Lane R. Dubin will continue as SVP and General Manager of Prepaid, Personalization Solutions, and Instant Issuance.
Dubin, Lowe and Schenkel will each report to President and CEO Scott Scheirman.
“We are pleased to add Amintore to our management team, as he brings a wealth of business and financial knowledge, executive experience and a strong track record of achievement,” said Scott Scheirman, President and Chief Executive Officer of CPI. “Our customers, employees and stakeholders are in excellent hands under the leadership of John and Lane, who have contributed greatly to the significant strengthening of the Company in recent years, highlighted by sales and market share growth and improved profitability.”
About CPI Card Group Inc.
CPI Card Group® is a payment technology company and leading provider of credit, debit and prepaid solutions delivered physically, digitally and on-demand. CPI helps our customers foster connections and build their brands through innovative and reliable solutions, including financial payment cards, personalization and Software-as-a-Service (SaaS) instant issuance. CPI has more than 20 years of experience in the payments market and is a trusted partner to financial institutions and payments services providers. Serving customers from locations throughout the United States, CPI has a large network of high security facilities, each of which is registered as PCI compliant by one or more of the payment brands: Visa, Mastercard®, American Express® and Discover®. Learn more at www.cpicardgroup.com.
For more information:
CPI encourages investors to use its investor relations website (http://investor.cpicardgroup.com) as a way of easily finding information about the Company. CPI promptly makes available on this website, free of charge, the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.
View source version on businesswire.com: https://www.businesswire.com/news/home/20211005005644/en/
CPI Card Group Inc. Investor Relations:
(877) 369-9016
InvestorRelations@cpicardgroup.com
CPI Card Group Inc. Media Relations:
Media@cpicardgroup.com
Source: CPI Card Group Inc.