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CPI Card Group (PMTS) hires Brennan Hughes with $350K salary, $150K sign-on

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CPI Card Group Inc. (PMTS) announced leadership changes in its finance organization. Effective August 24, 2026, Brennan Hughes was appointed Chief Accounting Officer, bringing more than 25 years of finance and accounting experience, including senior roles at Artisan Partners Asset Management and Janus Henderson Group.

Hughes’ compensation includes a $350,000 annual base salary, a target annual short-term incentive of $200,000, and a target annual long-term incentive of $200,000. He will also receive a one-time restricted stock unit grant valued at $100,000, vesting in equal annual installments over three years, and a cash sign-on award of $150,000. On August 20, 2026, Donna Abbey Carmignani ceased serving as Controller and Chief Accounting Officer and became eligible for severance under the company’s existing U.S. Executive Severance and Change in Control Guidelines.

Positive

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Filing Explained

The filing specifies that Hughes’s restricted stock unit award was approved for a planned August 31, 2026 grant, with vesting generally conditioned on continued service; it is not disclosed as granted on the filing date.

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 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, or exhibit attachments filed with this report.
Annual base salary $350,000 Base salary for Brennan Hughes as Chief Accounting Officer effective August 24, 2026
Target annual short-term incentive $200,000 Target bonus opportunity for Brennan Hughes
Target annual long-term incentive $200,000 Target long-term incentive opportunity for Brennan Hughes
One-time RSU award grant-date value $100,000 Restricted stock unit award to be granted August 31, 2026, vesting over three years
Cash sign-on award $150,000 Sign-on cash payment for Brennan Hughes
Effective date of appointment August 24, 2026 Date Brennan Hughes became Chief Accounting Officer
Effective date of predecessor’s departure August 20, 2026 Date Donna Abbey Carmignani ceased serving as Controller and Chief Accounting Officer
Chief Accounting Officer financial
"announced that Brennan Hughes has been appointed as Chief Accounting Officer"
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
restricted stock unit financial
"a one-time restricted stock unit award to Mr. Hughes with a grant date value"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
short-term incentive financial
"target annual short-term incentive opportunity of $200,000"
A short-term incentive is a cash or similar bonus paid to employees, often executives or sales staff, for meeting performance targets over a brief period (typically a year or less). It matters to investors because these payments shape management behavior, influence reported profits and cash flow, and signal which goals the company prioritizes—like rewarding quarterly sales or cost cuts—so they can affect future growth, risk and shareholder value.
long-term incentive financial
"target annual long-term incentive opportunity of $200,000"
Long-term incentive is a form of pay awarded to executives and key employees that vests over several years and is tied to company performance, often paid in stock or stock-linked awards. It matters to investors because it shapes management’s motivation and risk-taking, can dilute existing shares, and affects future cash flow and company governance—think of it as a multi-year performance bonus that aligns leaders’ rewards with shareholder returns.
severance payments and benefits financial
"became eligible to receive severance payments and benefits under the Company’s existing"

FAQ

What executive leadership change did CPI Card Group Inc. (PMTS) announce?
CPI Card Group Inc. appointed Brennan Hughes as Chief Accounting Officer, effective August 24, 2026. He replaces Donna Abbey Carmignani, who ceased serving as Controller and Chief Accounting Officer effective August 20, 2026 and became eligible for severance benefits under existing company guidelines.

What is the compensation package for CPI (PMTS) Chief Accounting Officer Brennan Hughes?
Brennan Hughes will receive an annual base salary of $350,000, a target annual short-term incentive of $200,000, and a target annual long-term incentive of $200,000. He will also receive a one-time $100,000 restricted stock unit award and a $150,000 cash sign-on award.

When do Brennan Hughes’ restricted stock units at CPI (PMTS) vest?
The one-time restricted stock unit award to Brennan Hughes, with a grant date value of $100,000 on August 31, 2026, is eligible to vest in equal annual installments over a three-year period, beginning on the first anniversary of the grant date, generally subject to his continued service.

What severance arrangements apply to former CPI (PMTS) Chief Accounting Officer Donna Abbey Carmignani?
Upon ceasing to serve as Controller and Chief Accounting Officer on August 20, 2026, Donna Abbey Carmignani became eligible to receive severance payments and benefits under CPI’s existing U.S. Executive Severance and Change in Control Guidelines, as described in the company’s 2026 Proxy Statement.

What additional information did CPI (PMTS) release regarding the Chief Accounting Officer change?
On August 26, 2026, CPI issued a press release (Exhibit 99.1) announcing Brennan Hughes’ appointment as Chief Accounting Officer and highlighting his more than 25 years of finance and accounting leadership experience and prior senior roles at Artisan Partners and Janus Henderson Group.

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Understanding 8-K Material Events →
0001641614False00016416142026-08-202026-08-20

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): August 20, 2026
CPI CARD GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
001-37584
26-0344657
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
CPI Card Group Inc.

10368 W. Centennial Road
Littleton,
CO80127
(Address of principal executive offices)
(Zip Code)
(720) 681-6304
(Registrant’s telephone number, including area code)
N/A
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valuePMTSNasdaq 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 Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2026, CPI Card Group Inc. (the “Company”) announced that Brennan Hughes has been appointed as Chief Accounting Officer, effective as of August 24, 2026 (the “Appointment Date”).
Mr. Hughes, age 50, served as Director of Finance and Head of Investor Relations of Artisan Partners Asset Management Inc. from 2024 to 2026. Previously, Mr. Hughes was employed by Janus Henderson Group plc (formerly known as Janus Capital Group Inc.) from 2005 to 2024, where he held positions of increasing responsibility, including most recently as Senior Vice President, Chief Accounting Officer, and Treasurer from 2013 to 2024. Before joining Janus Henderson Group plc, Mr. Hughes was Manager of Corporate Financial Reporting at First Data Corporation and began his career as an Audit Senior at Deloitte & Touche LLP. Mr. Hughes holds a Master of Accountancy and a Bachelor of Science in Accounting from the University of Denver, is a Certified Public Accountant, and holds the FINRA Series 27 Financial and Operations Principal registration.
There is no arrangement or understanding between Mr. Hughes and any other person pursuant to which he was appointed as an officer of the Company. Mr. Hughes has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, he is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. Hughes’s appointment as the Company’s Chief Accounting Officer, the Compensation Committee of the Board approved the following compensation: (i) annual base salary of $350,000 effective as of the Appointment Date, (ii) target annual short-term incentive opportunity of $200,000, and (iii) target annual long-term incentive opportunity of $200,000. In addition, the Compensation Committee of the Board approved (i) a one-time restricted stock unit award to Mr. Hughes with a grant date value of $100,000 to be granted on August 31, 2026 that is eligible to vest in equal annual installments over a three-year period beginning on the first anniversary of the grant date, generally subject to Mr. Hughes’s continued service through such date, and (ii) a cash sign-on award of $150,000.
Also, on August 26, 2026, the Company announced that the Company and Donna Abbey Carmignani, Controller and Chief Accounting Officer, agreed that she would cease serving as Controller and Chief Accounting Officer effective as of August 20, 2026. Upon her departure, Ms. Abbey Carmignani became eligible to receive severance payments and benefits under the Company’s existing U.S. Executive Severance and Change in Control Guidelines, which are described in the Company’s 2026 Proxy Statement.
Item 7.01 Regulation FD Disclosure.
On August 26, 2026, the Company issued a press release announcing the appointment of Mr. Hughes as Chief Accounting Officer of the Company. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1*.
*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.
The following exhibits are included herewith:
ExhibitDescription
99.1*
Press Release dated August 26, 2026
104Cover 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: August 26, 2026By:/s/ Darren Dragovich
Name:Darren Dragovich
Title:Chief Legal and Compliance Officer


Exhibit 99.1
CPI Announces Brennan Hughes as Chief Accounting Officer
August 26, 2026, DENVER, Colo., CPITM (NASDAQ: PMTS), a payments technology leader providing a comprehensive range of physical and digital payment solutions, today announced the appointment of Brennan Hughes as Chief Accounting Officer, effective August 24, 2026.
Hughes brings more than 25 years of finance and accounting leadership experience. Most recently, he served as Director of Finance and Head of Investor Relations at Artisan Partners Asset Management. Prior to Artisan Partners, he spent nearly two decades at Janus Capital Group and Janus Henderson Group, most recently as Senior Vice President, Chief Accounting Officer and Treasurer, where he oversaw global accounting and treasury operations and supported capital markets and strategic initiatives.
"As we grow and diversify, maintaining financial discipline, accountability and operational excellence are critical," said Terra Grantham, Chief Financial Officer of CPI. "Brennan embodies the qualities we value in our finance leaders. He brings deep technical accounting expertise, extensive public company experience and a proven track record of helping organizations navigate growth, transformation and complexity. Throughout his career, he has helped lead strategic initiatives, financial transformations, and capital allocation decisions. His broad perspective and leadership experience will strengthen our finance organization and help support CPI's long-term growth objectives."
Hughes holds a Master of Accountancy and a Bachelor of Science in Accounting from the University of Denver and is a Certified Public Accountant.
About CPI Card Group Inc.
CPI Card Group (NASDAQ: PMTS) is a payments technology company that is integral to the payments ecosystem. CPI’s connections, people, and solutions enable payments for a broad and expanding customer base including thousands of U.S. financial institutions, processors, fintechs, prepaid program managers and more, and these customers count on us to deliver what's next. We continue to transform alongside the market, and for decades have invested in building deep connections and flexible solutions for our customers. Our proprietary platform and expertise uniquely position CPI to deliver today, tomorrow, and into the future as the market expands and payment methods evolve. Learn more at www.cpicardgroup.com.

CPI Investor Relations
Davis Barker, Head of Investor Relations & Corporate Development
(877) 369-9016
InvestorRelations@cpicardgroup.com


Source: View Original Filing on SEC EDGAR

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