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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):
October 9, 2025
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 |
| Redeemable warrants, each whole warrant exercisable for one share of Class A
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 |
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 |
(d) Exhibits
Exhibit
No. |
|
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/
Steven J. Feder |
|
| |
Name: |
Steven J. Feder |
|
| |
Title: |
General Counsel & Corporate Secretary |
|
