CMPOW CompoSecure Inc

 

 

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 18, 2024

 

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

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

 

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

 

Registrant’s telephone number, including area code: (908) 518-0500

 

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, $0.0001 par value		CMPO		Nasdaq Global Market
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 x

 

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 October 18, 2024, the Board of Directors (the “Board”) of CompoSecure, Inc. (the “Company”) appointed Dr. Krisha Mikkilineni to fill the vacancy created by the previously announced retirement of Niloofar Razi Howe. Dr. Mikkilineni will hold office as a Class III director for a term expiring at the Company’s annual meeting of stockholders to be held in 2027, and will also serve on the Compensation Committee of the Board.

 

Dr. Mikkilineni currently serves as General Partner of StartupXseed, a deep tech venture fund, and as Co-Founder of The GAIN, a startup accelerator, roles he has held since 2019 and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell International, Inc. for over 33 years, including as global Chief Technology Officer, a role he held for nine years, and as global Chief Information Officer, a role he held for six years. Dr. Mikkilineni received his Ph.D in electrical and computer engineering from the University of Florida.

 

In connection with his appointment to the Board, Dr. Mikkilineni will receive, pursuant to the Second Amended and Restated CompoSecure, Inc. Non-Employee Director Compensation Policy and the CompoSecure, Inc. 2021 Equity Incentive Plan, a sign-on equity award in the form of stock options with a grant date value of approximately $200,000 and a prorated annual award in the form of stock options with a grant date fair value of approximately $125,000, each of which will vest over a four-year period starting on the date of the commencement of his Board service. Additionally, in connection with his appointment, the Company and Dr. Mikkilineni will enter into a customary indemnification agreement in the same form provided to other directors of the Company.

 

On October 21, 2024, the Company issued a press release announcing the appointment of Dr. Mikkilineni to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01

Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release of the Company, dated October 21, 2024
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

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 21, 2024	By:	/s/ Steven J. Feder
		Steven J. Feder
		General Counsel & Corporate Secretary

 

 

 

Exhibit 99.1

 

 

CompoSecure Continues to Strengthen Board of Directors with the Appointment of Dr. Krishna Mikkilineni

 

Somerset, NJ, October 21, 2024 – CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, is pleased to announce the appointment of Dr. Krishna Mikkilineni to its Board of Directors (“Board”), effective today. Dr. Mikkilineni brings a wealth of experience in operations and technology, along with a proven ability to deliver success for leading global organizations such as Honeywell.

 

“With the addition of Dr. Mikkilineni we continue to strengthen our world-class Board of Directors,” said Jon Wilk, President and CEO of CompoSecure. “His exceptional business acumen and extensive global expertise will enhance our ability to drive growth, accelerate operational excellence, and expand our international opportunities.”

 

Dr. Mikkilineni currently serves as General Partner of a deep tech venture fund and a startup accelerator, roles he has held since 2019, and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell International, Inc. for over 33 years, including as global Chief Technology Officer, a role he held for nine years, and as global Integrated Supply Chain Officer and Chief Information Officer, roles he held for six years. Prior to that, Dr Mikkilineni established Honeywell’s engineering operation in India eventually growing the global engineering force to over 11,000 with half focused on software. Dr. Mikkilineni received his Ph.D. in electrical and computer engineering from the University of Florida.

 

“We are thrilled to welcome Krishna to our Board of Directors,” said David Cote, Executive Chairman of the CompoSecure Board of Directors. “His experience leading high-performing organizations will be a great asset as we seek to unlock CompoSecure’s potential in an effort to drive both short-term and long-term value for shareholders.”

 

“I am honored to join CompoSecure’s Board of Directors at such an exciting time,” said Dr. Krishna Mikkilineni. “I look forward to collaborating with the other Board members and the management team to help CompoSecure further strengthen its position as a market leader and enable this business to grow in high impact areas leveraging my background.”

 

 

Dr. Mikkilineni replaces Niloo Razi Howe who recently resigned from the Board due to personal reasons. CompoSecure expresses its sincere appreciation to Niloo for her dedicated service and invaluable contributions to the company.

 

About CompoSecure

 

Founded in 2000, CompoSecure (Nasdaq: 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.

 

Corporate Contact

 

Anthony Piniella

Head of Corporate Communications, CompoSecure

(908) 898-8887

apiniella@composecure.com

 

 

Investor Relations Contact

 

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

CMPO@elevate-ir.com

 

 

v3.24.3

Cover	Oct. 18, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2024
Entity File Number	001-39687
Entity Registrant Name	CompoSecure, Inc.
Entity Central Index Key	0001823144
Entity Tax Identification Number	85-2749902
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	309 Pierce Street
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	908
Local Phone Number	518-0500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	CMPO
Security Exchange Name	NASDAQ
Redeemable Warrant Seach Whole Warrant Exercisable For One Share Of Class A Common Stock [Member]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock
Trading Symbol	CMPOW
Security Exchange Name	NASDAQ

---