Jane Thompson

About Jane J. Thompson

Independent director since December 27, 2021; age 73. Founder and CEO of Jane J. Thompson Financial Services LLC (since 2011). Former President of Walmart Financial Services (2002–2011); earlier senior roles leading Sears Credit, Sears Home Services, and Sears Online; former partner at McKinsey & Company. Education: MBA, Harvard Business School; BBA in Marketing, University of Cincinnati. Current CMPO committees: Compensation Committee member (former Chair through September 17, 2024; Nominating & Corporate Governance Committee member from September 17, 2024 to February 28, 2025). Independent under Nasdaq standards. No Board member attended fewer than 75% of Board/committee meetings in 2024.

Past Roles

External Roles

Board Governance

• Committee assignments:
  • Current: Compensation Committee member
  • Former: Compensation Committee Chair (until Sept 17, 2024); Nominating & Corporate Governance Committee member (Sept 17, 2024–Feb 28, 2025)
• Independence: Affirmatively determined independent by the Board (Nasdaq standards)
• Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; Board met 11 times; Compensation Committee met 6 times
• Board context: CMPO is a “controlled company” (Tungsten 2024 LLC and affiliates own ~50.5% of voting power), relying on certain Nasdaq exemptions; majority of directors are independent; Compensation Committee includes one non-independent member (Thomas R. Knott)
• Independent directors meet regularly without management

Fixed Compensation

Performance Compensation

• Policy shift effective Oct 1, 2024: non-employee director equity moved from RSUs ($150,000) to annual stock options ($200,000 grant-date value; four equal annual vesting; strike price at fair market value at grant). Continuing directors received a pro-rated “uplift” option grant ($50,000) to bridge from prior RSU policy; committee member cash fees eliminated (chairs retained) .
• 2024 non-employee director option strike prices for awards outstanding as of Dec 31, 2024: $7.17 (Dr. Mikkilineni’s $7.78); four-year ratable vesting applies under amended policy .
• Dividends under Director RSU Conversion/Deferral Program (discontinued): Thompson received value equal to 3,177 shares in connection with company cash dividend per program terms .

Other Directorships & Interlocks

Expertise & Qualifications

Equity Ownership

Insider Trades

Governance Assessment

• Strengths

  • Extensive fintech/payments and consumer finance experience; strong boardroom skill set (finance, governance, marketing) aligned to CMPO’s industry and commercial priorities .
  • Independence affirmed; strong attendance record across the Board and committees; active service across Compensation and Nominating & Governance committees .
  • Director equity tilted toward options since Oct 2024, increasing at-risk alignment with shareholder outcomes; ability to convert cash into equity (historically) signaled alignment preference .

• Watch items and potential red flags

  • Controlled company risk: Majority owner (Tungsten 2024 LLC and affiliates) controls ~50.5% voting power; CMPO relies on certain Nasdaq governance exemptions. Compensation Committee includes a non-independent member (Knott), which can dilute independent oversight of pay and equity programs .
  • Delegation of equity issuance authority to Resolute Holdings (for M&A and equity awards) heightens governance sensitivity around dilution and pay; demands vigilant Compensation Committee oversight where Thompson serves .
  • Minor compliance foot fault: One late Form 4 (five days) for annual grant. Not material but monitor Section 16 timeliness .

• Ownership alignment

  • Beneficial ownership of 97,480 shares, plus outstanding RSUs/options; director stock ownership guideline is 5x annual cash retainer with five-year compliance window. Company prohibits hedging/short-selling and maintains mandatory ownership guidelines for directors .

• Compensation committee process quality

  • Use of independent consultants (FW Cook through Sept 2024; Semler Brossy thereafter). Semler Brossy assessed as independent; regular attendance at committee meetings; peer group analyses refreshed. Positive signals on process rigor .

Committee Assignment Timeline (Snapshot)

Director Compensation Structure Overview

Overall implication: Thompson’s current pay mix emphasizes longer-dated, levered equity via options, increasing sensitivity to share price and fostering alignment, while the controlled-company context and equity delegation to Resolute raise oversight stakes for the Compensation Committee where she serves.