UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On September 21, 2022, Dr. Donald Basile notified the Board of Directors (the “Board”) of CompoSecure, Inc. (the “Company”) that he had resigned from the Board, effective as of 8:59 A.M. ET on September 21, 2022. Dr. Basile’s notice stated that his decision to resign was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.
Dr. Basile served on the Board pursuant to designation rights provided to Roman DBDR Tech Sponsor LLC (“Roman”) under that certain Stockholders Agreement, dated as of December 27, 2021, by and among the Company, Roman and the other individuals and entities party thereto (the “Stockholders Agreement”). In accordance with the terms of the Stockholders Agreement, Roman is entitled to designate another designee to fill the vacancy created by Dr. Basile’s resignation.
Accordingly, on September 21, 2022, Roman designated Paul S. Galant to serve as a director on the Board and on September 21, 2022, the Board elected Mr. Galant to serve on the Board, effective immediately and for a term expiring at the Company’s 2024 annual meeting of stockholders. Mr. Galant currently serves as an Operating Partner of Churchill Capital, and has served as a member of Vivint’s board of directors since October 2015. Prior to that, Mr. Galant served as Chief Executive Officer of Brightstar Corp., a leading mobile services company for managing devices and accessories and subsidiary of SoftBank Group Corp., and he has served as an Operating Partner of SoftBank. Prior to joining Brightstar, Mr. Galant was the Chief Executive Officer of VeriFone Systems, Inc., and was a member of VeriFone’s board of directors, since October 2013. Prior to joining VeriFone, Mr. Galant served as the CEO of Citigroup Inc.’s Enterprise Payments business since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of global B2C and C2B digital payments solutions. From 2009 to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Card and Merchant Acquiring businesses. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citi’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup, a multinational financial services corporation, in 2000. Prior to joining Citigroup, Mr. Galant held positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a B.S. in Economics from Cornell University where he graduated a Phillip Merrill Scholar. In connection with his appointment to the Board, the Company and Mr. Galant entered into a customary indemnification agreement in the same form provided to other directors of the Company. Mr. Galant is not currently serving on any committees of the Board but may be appointed to committees in the future.
On September 21, 2022, the Company issued a press release announcing the appointment of Mr. Galant 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 September 21, 2022 |
| 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: September 21, 2022 | By: | /s/Timothy Fitzsimmons |
| Timothy Fitzsimmons | ||
| Chief Financial Officer | ||
Exhibit 99.1
PAUL GALANT JOINS COMPOSECURE’S BOARD OF DIRECTORS
Industry Veteran Brings Deep Expertise in Payments, eCommerce, and Security, from Verifone and Other Notable Financial Services Firms
Somerset, NJ – September 21, 2022 – CompoSecure, Inc. (Nasdaq: CMPO), a leader in payment, security, and authentication solutions, today announced the appointment of Paul Galant to its Board of Directors as an independent director.
Mr. Galant is a seasoned executive with extensive experience in financial services, payments, and security technology. He has experience as a public company CEO at Verifone and he currently is an Operating Partner with Michael Klein & Company and Churchill Capital Company, L.L.C. Mr. Galant previously served as Senior Advisor at McKinsey & Company, was CEO of BrightStar Corp and an Operating Partner at Softbank Group Corp., and CEO of Citigroup’s publicly reported institutional and Consumer Bank Divisions. Prior to his leadership roles at Citigroup, Mr. Galant also held leadership roles at Donaldson, Lufkin & Jenrette, Smith Barney & Co., Inc., and Credit Suisse First Boston. Mr. Galant also currently serves on the Board of Directors of Vivint Smart Home, Inc. (NYSE: VVNT).
Jon Wilk, President and CEO of CompoSecure, said “We are delighted to welcome Paul to our Board of Directors, and believe his expertise, particularly around payments and commerce, will be helpful as we extend our leadership in the premium metal payment card market, and position the Arculus platform to meet the growing need for digital security, authentication, and cold storage solutions.”
Mr. Galant commented, “While CompoSecure is newly public, its leadership has delivered over 20 years of success with a proven, highly profitable business model and an enviable track record of growth and innovation. I am excited to add my experience to advise the company as it drives its next wave of growth.”
Mr. Galant’s appointment maintains the CompoSecure Board of Directors at seven members, as he will become the Roman DBDR Tech Sponsor LLR designee to the Board and succeed Don Basile who is leaving the Board.
Dr. Basile said “We are excited to bring Paul to the Board and believe it is the right time to add his industry-specific expertise to help navigate the tremendous opportunities in front of CompoSecure.”
Pursuant to the Company’s charter, the Board of Directors is empowered to appoint directors to fill vacant seats resulting from the resignation of a current director and pursuant to the Company’s stockholder agreement, Roman DBDR Tech Sponsor LLC has the right to designate one member of the Board of Directors. Mr. Galant is expected to finish Dr. Basile’s term ending in 2024.
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 ArculusTM 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.
About Roman DBDR Tech Acquisition Corp.
Roman DBDR was a special purpose acquisition company whose business purpose was to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, and was intended to focus its search on companies in the technology, media and telecom industries. Roman completed its business combination with CompoSecure in December 2021. Roman was led by its Co-Chief Executive Officers, Dr. Donald G. Basile and Dixon Doll, Jr.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of the Company’s management and are not predictions of actual performance. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements: the ability of the Company to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that the Company may be adversely impacted by other economic conditions (including the rapidly evolving conflict between Russian and the Ukraine), business, and/or competitive factors; future exchange and interest rates; and other risks and uncertainties included under “Risk Factors” in the Company’s filings that have been made or will be made with the Securities and Exchange Commission from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that CompoSecure does not presently know or that CompoSecure currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. However, while CompoSecure may elect to update these forward-looking statements at some point in the future, the Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Corporate Contact:
Anthony Piniella
908.898.8887
Head of Communications, CompoSecure
apiniella@composecure.com
Investor Relations Contact:
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
ir@composecure.com
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