John Cote
About John D. Cote
Age 43; joined CompoSecure’s Board on September 17, 2024; currently serves as Chairman of the Nominating & Corporate Governance Committee; not independent due to being the son of Executive Chairman David M. Cote. Background includes founder/Managing Partner of SRM Equity Partners (2013–present), former CEO (2015–2019) and current Chairman (since 2015) of Industrial Inspection & Analysis, and prior investment banking roles at J.P. Morgan (2005–2011). He is nominated for re‑election as a Class I director through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRM Equity Partners, LLC | Founder & Managing Partner | Oct 2013–Present | Leads private equity investments; selected for CMPO Board for leadership and investing experience |
| Industrial Inspection & Analysis, Inc. | Chief Executive Officer; Chairman | CEO: Sep 2015–Sep 2019; Chairman: since Sep 2015 | Led inspection/testing business; ongoing board leadership since 2015 |
| J.P. Morgan Chase & Co. | Investment Banking – Natural Resources Coverage; Corporate Client Banking strategy team | 2005–2011 | Worked on equity, debt, and M&A transactions; strategy team member |
External Roles
| Organization/Entity | Role/Capacity | Notes/Potential Interlocks |
|---|---|---|
| Tungsten 2024 LLC | Manager | Tungsten is managing member of Resolute Compo Holdings, CMPO’s majority shareholder; John Cote as manager confers beneficial ownership influence |
| Resolute Compo Holdings LLC | Indirect influence via Tungsten | Record holder of 49,290,409 CMPO Class A shares; part of John Cote’s beneficial ownership |
| Ridge Valley LLC | Manager | Holder of 1,500,000 CMPO Class A shares; managed by John Cote |
| Industrial Inspection & Analysis, Inc. | Chairman | Ongoing chair role since 2015 |
| SRM Equity Partners, LLC | Founder & Managing Partner | Ongoing leadership of private equity firm |
Board Governance
- Committee assignments: Chairman, Nominating & Corporate Governance Committee (current); previously a member through Feb 28, 2025. Not a member of Audit or Compensation.
- Independence: Not independent due to family relationship (son of Executive Chairman David M. Cote).
- Attendance: In FY2024, the Board held 11 meetings; no director attended fewer than 75% of board and relevant committee meetings.
- Classified board: Class I (Cote/Thompson/Wilk) up in 2025, Class II (Hughes/Knott/James/DeAngelo) in 2026, Class III (Mikkilineni/Galant/David M. Cote) in 2027. John Cote is nominated for re‑election in 2025 for term to 2028.
- Controlled company: CMPO qualifies as a “controlled company” under Nasdaq due to majority ownership by Tungsten 2024 LLC and affiliates (approx. 50.5% voting power as of Apr 3, 2025); relies on certain governance exemptions (e.g., not all committee members must be independent).
- Executive sessions and governance practices: Independent directors meet without management; stock ownership guidelines apply to directors; clawback policy in place.
Fixed Compensation
| Component | Policy/Amount | Period/Effective Date | Source |
|---|---|---|---|
| Annual cash retainer (Board member) | $50,000 | Policy in effect 2024–present (updates in Sep/Oct 2024) | |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $15,000; N&CG Chair $10,000 | Increased Audit Chair fee and eliminated member fees effective Oct 1, 2024 | |
| 2024 cash actually paid to John Cote | $14,286 | Pro‑rated for late‑year start |
Notes:
- As of Dec 31, 2024, John Cote was a member (not chair) of the N&CG Committee; his biography states he “currently” serves as Chair (change post‑2/28/2025).
Performance Compensation
| Equity element | Grant details | Number/Value | Vesting/Terms | Source |
|---|---|---|---|---|
| Director equity program (post Oct 1, 2024) | Annual and initial Option awards for non‑employee directors | Initial $200,000 grant value; Annual $200,000 (pro‑rated if partial year) | Options vest in 4 equal annual installments; exercise price = fair market value at grant | |
| 2024 awards to John Cote | Initial Option Award + pro‑rated Annual Option Award | Option Awards total $333,333 for 2024 | Time‑based vesting per policy | |
| Options outstanding (12/31/2024) | Non‑employee director options | 46,490 options | Exercise price $7.17; 4‑year vesting | |
| Performance metrics | None disclosed for director equity (time‑based options, no PSU metrics for directors) | N/A | N/A |
Additional note: An Option Conversion Program allows directors to convert 25%/50%/75%/100% of annual cash fees into options (deferral component terminated).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (other than CMPO) | None disclosed for John Cote in CMPO’s proxy. |
| Interlocks/conflicts | John Cote is manager of Tungsten 2024 LLC (managing member of Resolute Compo Holdings, CMPO’s majority holder) and manager of Ridge Valley LLC (1.5M shares). He is also the son of Executive Chairman David M. Cote. |
| Governance/related‑party agreements | Governance Agreement grants Investor (Tungsten/Resolute affiliates) designation rights and includes lock‑up/standstill; Waiver Agreement reduced board size and waived a sixth designee; Letter Agreement (Aug 7, 2024) set board changes at transaction closing; Letter Agreement with Resolute Holdings (post Spin‑Off) delegates equity issuance for M&A/awards; Management Agreement (post Spin‑Off) pays Resolute Holdings a quarterly fee = 2.5% of LTM Adjusted EBITDA and provides broad management rights. |
Expertise & Qualifications
- Finance/M&A and capital markets: Private equity investor; prior investment banking (equity, debt, M&A) at J.P. Morgan.
- Industrial operations/leadership: CEO and Chairman roles in industrial inspection/testing.
- Board skills matrix flags for John Cote include: Financial literacy/finance expertise, Banking/FinTech, Business strategy, Public company board experience, M&A, Executive leadership, Human capital/HR, Manufacturing/Quality.
Equity Ownership
| Holder/Beneficial capacity tied to John Cote | Shares | % of Class A | Notes |
|---|---|---|---|
| John D. Cote (aggregate beneficial) | 51,670,372 | 50.5% | Includes vehicles below; % of 102,317,852 Class A outstanding as of Apr 3, 2025 |
| Resolute Compo Holdings (record holder) | 49,290,409 | — | Beneficially share‑owned by Tungsten (managing member); John Cote is manager of Tungsten |
| Tungsten 2024 LLC (direct) | 879,963 | — | John Cote is manager of Tungsten |
| Ridge Valley LLC (direct) | 1,500,000 | — | John Cote is manager of Ridge Valley LLC |
Additional ownership context:
- As of the record date, Tungsten 2024 LLC and affiliates (including Resolute Compo Holdings) held ~50.5% voting power; CMPO is a controlled company under Nasdaq rules.
Stock ownership guidelines:
- Non‑employee directors must hold stock equal to 5x annual cash retainer; participants have 5 years to comply; includes directly/indirectly owned shares, vested/unvested time‑based RSUs, and vested PSUs; excludes unvested PSUs and unexercised options. Individual compliance status not disclosed.
Governance Assessment
Key findings and implications for investors:
- Independence and conflicts: John Cote is not independent (family relationship) and is manager of entities that control a majority of CMPO’s voting power; he currently chairs the Nominating & Corporate Governance Committee. This concentration of influence, combined with controlled company status and delegated authorities to Resolute Holdings (including equity issuance for M&A/awards, and management fee structures), elevates potential conflict‑of‑interest risk.
- Related‑party exposure: The Management Agreement compensates Resolute Holdings with a quarterly fee equal to 2.5% of LTM Adjusted EBITDA and includes expense reimbursement, termination fee provisions, and indemnities; a Letter Agreement delegates equity issuance approvals for M&A and awards to Resolute Holdings. These arrangements could impact capital allocation, dilution, and governance balance if not robustly overseen by independent directors.
- Board structure and oversight: Despite controlled company exemptions, CMPO discloses a majority‑independent board and independent‑majority committees, regular independent sessions, stock ownership guidelines, an insider trading/anti‑hedging policy, and a clawback policy expanded beyond SEC/Nasdaq minimums—mitigants that can support oversight if enforced rigorously.
- Attendance/engagement: No directors fell below the 75% attendance threshold in 2024; Board and committee activity levels (11/6/6 meetings) suggest active governance cadence.
RED FLAGS
- Non‑independent director (and controlling shareholder representative) chairs Nominating & Corporate Governance Committee; potential risks around nominations and governance policy setting.
- Concentrated control and extensive related‑party agreements with Resolute/Tungsten (Governance Agreement, Management Agreement, Letter Agreements, delegated equity issuance).
- Majority beneficial ownership by John Cote (via controlled entities) may reduce minority shareholders’ influence on strategic and compensation outcomes.
Positive signals
- Majority‑independent board and independent‑majority committees; independent sessions; adoption of clawback policy; director stock ownership guidelines.
- Director compensation is equity‑heavy (options) for John Cote ($333,333 options vs $14,286 cash in 2024), aligning economics with shareholders over time.
Director Compensation (John D. Cote, 2024)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 14,286 | — | 333,333 | — | 347,619 |
Supplemental award detail (as of 12/31/2024):
- Options outstanding: 46,490 (exercise price $7.17; time‑based vesting over 4 years).
- Director equity policy (effective Oct 1, 2024): Initial option award $200,000 and annual option award $200,000 (pro‑rated in 2024); vesting in four equal annual installments.
Equity Ownership (John D. Cote)
| Beneficial Owner | Shares | % Outstanding |
|---|---|---|
| John D. Cote | 51,670,372 | 50.5% |
| Components: Resolute Compo Holdings (record) | 49,290,409 | — |
| Components: Tungsten 2024 LLC (direct) | 879,963 | — |
| Components: Ridge Valley LLC (direct) | 1,500,000 | — |
Reference base: 102,317,852 Class A shares outstanding as of April 3, 2025.
Policy & Controls (selected)
- Stock ownership guidelines: 5x annual cash retainer for non‑employee directors; 5‑year compliance window.
- Clawback: Adopted Oct 2, 2023; applies to current/former executive officers and extended to entire senior leadership team.
- Insider trading/hedging: Prohibits short sales and hedging transactions for officers/directors and covered persons.
- Section 16 compliance: No late filings identified for John Cote in 2024; two other directors filed one late Form 4 each.
Governance Considerations for Investors
- Monitoring priorities: Independent director oversight of related‑party agreements (Management Agreement fee and scope), delegated equity issuance processes, and committee leadership balance given Cote’s non‑independence and controlling stake.
- Engagement topics: Committee independence and chair roles, safeguards around dilution from M&A/awards, clarity on performance metrics for executive pay (director equity is time‑based), and periodic review of the Management Agreement economics.
- Voting lens (2025 meeting): Re‑election to Class I seat; consider governance structure and related‑party guardrails alongside board experience and attendance.