CompoSecure (CMPO) replaces CEO, reshapes C-suite and adopts GPGI name

Rhea-AI Filing Summary

CompoSecure, Inc. reported a broad leadership transition and related governance changes. Graham Robinson was appointed President and Chief Executive Officer of the CompoSecure business, effective January 22, 2026, while Jonathan C. Wilk departed as Chief Executive Officer, principal executive officer and director on January 21, 2026.

Mr. Wilk entered into a Transition and Consulting Agreement dated January 16, 2026. If he remains in service through January 1, 2027, he will receive a $750,000 consulting fee payable through that date, remain eligible for a 2025 incentive payment based on actual performance, continue to be eligible for restricted stock units and performance-based restricted stock units scheduled to vest on January 1, 2027, and receive an additional $750,000 cash payment when 2027 executive bonuses are paid. The Company will cover COBRA medical premiums for him and his dependents for two years from the transition date.

The Board designated Thomas R. Knott as principal executive officer and Kurt Schoen as principal financial and principal accounting officer, effective January 22, 2026, while Mary O. Holt continues as Chief Financial Officer of CompoSecure L.L.C. The Board also approved bylaw amendments to reflect the planned renaming of the company to GPGI, Inc., effective January 22, 2026.

Insights

Corporate governance and compensation analyst

CompoSecure is realigning top leadership and governance with structured, paid CEO transition support.

The company is shifting operating leadership of the CompoSecure business to Graham Robinson while designating Thomas R. Knott as principal executive officer and Kurt Schoen as principal financial and accounting officer. This concentrates key roles with individuals closely tied to Resolute Holdings, which manages CompoSecure Holdings, the parent of CompoSecure L.L.C.

Jonathan C. Wilk’s departure is accompanied by a detailed Transition and Consulting Agreement. Subject to service through January 1, 2027, the package includes a $750,000 consulting fee, eligibility for a 2025 incentive tied to actual performance, continued eligibility for equity awards vesting on January 1, 2027, and an additional $750,000 cash payment paid alongside 2027 executive bonuses. The company will also pay COBRA medical coverage for two years from the January 16, 2026 transition date.

Bylaw amendments implement the previously announced renaming to GPGI, Inc., effective January 22, 2026, and reflect the executive changes. The overall picture is a significant leadership reshuffle and branding update, with clear near‑term cash and equity commitments to the former CEO but no changes to compensation for the newly designated principal executive and principal financial officers.

8-K Event Classification

4 items: 5.02, 5.03, 7.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2026

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39687		85-2749902
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

309 Pierce Street Somerset, New Jersey		08873
(Address of Principal Executive Offices)		(Zip Code)

(908) 518-0500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name 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)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, par value $0.0001 per share		CMPO		NYSE

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 Certain Officers; Compensatory Arrangements of Certain Officers.

On January 21, 2026, CompoSecure, Inc. (the “Company”) announced the appointment of Graham Robinson to serve as the President and Chief Executive Officer of the CompoSecure business, which is operated through the Company’s indirect, wholly owned subsidiary, CompoSecure, L.L.C. (“CompoSecure LLC”), effective January 22, 2026. In this role, Mr. Robinson will serve as the strategic leader of the Company’s CompoSecure business. The Company also announced the departure of Jonathan C. Wilk as the Chief Executive Officer and principal executive officer of the Company and from the Company’s board of directors (the “Board”), effective January 21, 2026.

Mr. Robinson’s career spans 30 years across the technology and industrial sectors, including at multiple world-class public companies. He brings deep commercial, operational, and financial experience, including a strong background in M&A. Most recently, Mr. Robinson served as Operating Executive for The Carlyle Group, a global investment firm, in the global industrial sector, from 2025, and served as SVP & Global President of the Industrial business of Stanley Black & Decker (NYSE: SWK), a global industrial company, from 2020 to 2025. Mr. Robinson previously served in several leadership positions of increasing responsibility at Honeywell International (NASDAQ: HON), a multinational conglomerate, including President of Honeywell Industrial Safety and Honeywell Sensing & IoT businesses, from 2013 to 2020. Mr. Robinson began his career in the technology sector garnering experience with Samsung Electronics, a multinational technology conglomerate, and Micron Technologies, a global semiconductor manufacturer, and from 2021 to 2025, served on the Board of Directors of Northrop Grumman (NYSE: NOC), a leading global aerospace and defense technology company. Mr. Robinson holds a Master's degree in Finance and Strategic Management from The Wharton School of Business, a Master's degree in Electrical Engineering from Cornell University, and a Bachelor of Science degree in Electrical Engineering from the Polytechnic Institute of NYC.

In connection with his departure, Mr. Wilk has entered into a Transition and Consulting Agreement, dated January 16, 2026 (the “Transition Date”), regarding the same to ensure an orderly transition. Provided Mr. Wilk remains in service of the Company through January 1, 2027, he will receive a fee of $750,000, payable through January 1, 2027, and will remain eligible to receive an incentive payment for 2025, in an amount depending on actual Company performance. In addition, he will also remain eligible for vesting of restricted stock units and performance-based restricted stock units that are scheduled to vest on January 1, 2027 and will receive an additional $750,000 cash payment, payable at the same time that the Company pays incentive bonuses to its executives in 2027. From the period commencing on the Transition Date through the second anniversary thereof, Mr. Wilk will be eligible to continue medical coverage for himself and his dependents through the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) at the Company’s expense. Mr. Wilk will also remain subject to restrictive covenants and provide the Company with a general release of claims. The foregoing description of the Transition and Consulting Agreement does not purport to be complete, and is qualified in its entirety the full text of the Transition and Consulting Agreement, a copy of which is expected to be filed as an exhibit to the Company’s next quarterly report on Form 10-Q.

In connection with this leadership transition, Thomas R. Knott, who serves as the Company’s Chief Investment Officer, a member of the Board and the Chief Executive Officer of Resolute Holdings Management, Inc., the manager of CompoSecure LLC’s direct parent, CompoSecure Holdings, L.L.C. (“Resolute Holdings”), has been designated by the Board to serve as the Company’s principal executive officer, effective January 22, 2026. The information required by Items 401(b), (d) and (e) and Item 404(a) of Regulation S-K with respect to Mr. Knott is set forth in the sections titled “Proposal 1: The Director Election Proposal” and “Certain Relationships and Related Party Transactions” of the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2025, each of which is incorporated herein by reference. There will not be any changes to Mr. Knott’s compensation arrangements in connection with his appointment.

Additionally, the Board designated Kurt Schoen, who serves as Chief Financial Officer of Resolute Holdings, to serve as the Company’s principal financial officer and principal accounting officer, effective January 22, 2026. Mary O. Holt, the Chief Financial Officer of the Company, will cease to serve in these roles and will continue to serve as the Chief Financial Officer of CompoSecure LLC, and in this capacity, will be responsible for the financial oversight of the CompoSecure business. Biographical information about Mr. Schoen, including the information required by Items 401(b), (d) and (e) of Regulation S-K, is set forth in the section titled “Executive Officers” of Resolute Holdings’ Definitive Proxy Statement filed with the SEC on April 18, 2025, and information regarding Mr. Schoen’s compensation and the information required by Item 404(a) of Regulation S-K are set forth in the sections titled “Executive Compensation” and “Certain Relationships and Related Party Transactions”, respectively, of such filing, each of which sections is incorporated herein by reference. Mr. Schoen will not receive any additional compensation in connection with his appointments at CompoSecure.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 16, 2026, the Board approved amendments to the Company’s Third Amended and Restated By-Laws (as amended, the “Bylaws”) to reflect the previously announced renaming of the Company to GPGI, Inc., which will become effective on January 22, 2026, and to make certain administrative revisions in connection with the executive transitions described in Item 5.02 above.

This summary of the Bylaws is qualified in its entirety to the full text of the Bylaws, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On January 21, 2026, the Company issued a press release announcing, among other things, the executive transitions described herein. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein

The information contained in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Bylaws
99.1		Press Release, dated January 21, 2026
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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.

Date: January 21, 2026

	COMPOSECURE, INC.
	By:	/s/ Thomas R. Knott
	Name:	Thomas R. Knott
	Title:	Chief Investment Officer

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FAQ

What executive leadership changes did CompoSecure (CMPO) announce in this 8-K?

The company announced that Graham Robinson will serve as President and Chief Executive Officer of the CompoSecure business effective January 22, 2026, and that Jonathan C. Wilk has departed as Chief Executive Officer, principal executive officer and board member effective January 21, 2026. The Board also designated Thomas R. Knott as principal executive officer and Kurt Schoen as principal financial officer and principal accounting officer, effective January 22, 2026.

What are the key terms of Jonathan C. Wilks Transition and Consulting Agreement with CompoSecure (CMPO)?

Under the Transition and Consulting Agreement dated January 16, 2026, if Mr. Wilk remains in service through January 1, 2027, he will receive a $750,000 fee payable through January 1, 2027, remain eligible for a 2025 incentive payment based on actual Company performance, continue to be eligible for vesting of restricted stock units and performance-based restricted stock units scheduled to vest on January 1, 2027, and receive an additional $750,000 cash payment when 2027 executive bonuses are paid.

How will CompoSecure (CMPO) handle Jonathan C. Wilks medical coverage after his CEO departure?

From January 16, 2026, the transition date, through the second anniversary of that date, Mr. Wilk will be eligible to continue medical coverage for himself and his dependents through COBRA, and the Company will pay the associated costs during this period.

Who are the newly designated principal executive and principal financial officers at CompoSecure (CMPO)?

The Board designated Thomas R. Knott, the Companys Chief Investment Officer and a board member, as principal executive officer effective January 22, 2026. It also designated Kurt Schoen, Chief Financial Officer of Resolute Holdings, as principal financial officer and principal accounting officer, also effective January 22, 2026. Neither will receive additional compensation for these designations.

What role will Mary O. Holt have at CompoSecure (CMPO) after these changes?

Mary O. Holt will cease serving as principal financial officer and principal accounting officer of the Company but will continue as Chief Financial Officer of CompoSecure L.L.C. In that role, she will be responsible for financial oversight of the CompoSecure business.

Is CompoSecure (CMPO) changing its corporate name, and when will that take effect?

The Board approved amendments to the Third Amended and Restated By-Laws to reflect the previously announced renaming of the Company to GPGI, Inc.. This renaming is stated to become effective on January 22, 2026, along with certain administrative revisions related to the executive transitions.