Jonathan Wilk
About Jonathan Wilk
Jonathan C. Wilk, age 56, is President, CEO, and a director of CompoSecure, Inc. He joined in March 2016 as President & Chief Revenue Officer and has led the company as CEO since May 2017, bringing 25+ years across banking, consulting, and private equity; he holds an MBA from Kellogg (Northwestern) and a BS from Penn State . Under his leadership, CompoSecure posted strong operating performance in 2Q25 (+10% YoY Non-GAAP Net Sales to $119.6M; gross margin 57.5%) and raised FY25 guidance to ~$455M Net Sales and ~$158M Pro Forma Adjusted EBITDA . Wilk earned Banking Tech’s Visionary CEO award in 2024, recognizing his tech strategy execution and metal card market leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CompoSecure, Inc. | President & Chief Revenue Officer | Mar 2016–May 2017 | Drove commercial expansion and prepared scale-up of premium metal cards . |
| CompoSecure, Inc. | President & CEO | May 2017–Present | Led growth, innovation (Arculus), and margin improvement; embedded large issuer relationships . |
| PayChoice | President | Jan 2014–Oct 2015 | Scaled SaaS payroll operations and go-to-market . |
| JPMorgan Chase | Head of Product & CMO, Consumer Bank | 2011–2013 | Owned checking/savings/debit/prepaid and brand/advertising for consumer bank . |
| Bank of America Merrill Lynch | Global Head of Product (Treasury Services); Head of Consumer & Small Business Deposits | 2003–2011 | Led global product and deposit portfolios; improved client acquisition/retention . |
| Booz Allen; Mercer Management Consulting | Management Consultant | Early career | Strategy and marketing advisory across financial services . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Banking Tech Awards USA | Tech Leadership Award – Visionary CEO (recipient) | 2024 | Recognition for advancing payment technology and authentication strategy . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $618,039 | $660,100; increased to $750,000 effective Oct 1, 2024 |
| Target Bonus % of Salary | Not disclosed | 100% of annual base salary |
| Target Bonus ($) | Not disclosed | $660,100 |
| Actual Annual Bonus Paid ($) | $438,780 | $575,000 (87% of target) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash (2024 MIP) | Net Revenues | 60% | Not disclosed | Not disclosed | Component in 87% overall payout | Cash (no vesting) |
| Annual Cash (2024 MIP) | Adjusted EBITDA | 40% | Not disclosed | Not disclosed | Component in 87% overall payout | Cash (no vesting) |
| PSUs (2024 grant) | Multi-year financial performance (2-year) | ~33% of 2024 LTI value; max 200% | Not disclosed (target shares 353,629) | Not disclosed | Earned based on performance; max 200% | Cliff vest after performance period + 1 year (3 years total) |
| RSUs (2024 grant) | Time-based | ~67% of 2024 LTI value | 707,258 units | Time-based | N/A | 1/3 each on Jan 1, 2025/2026/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,600,650 shares (1.6% of outstanding) |
| Direct vs Indirect | 912,449 direct; 688,201 via CompoSecure Employee LLC; Wilk is sole member but disclaims beneficial ownership of LLC shares |
| Unvested RSUs (12/31/2024) | 707,258 (2024 grant), plus 531,587 (2023 grant), 561,726 (2022 grant) |
| Unvested PSUs (12/31/2024) | 353,629 (2024 target) and 224,690 (2022 grant); 2023 PSUs earned 69.6% at 1/1/2025 and vest 1/1/2026 |
| Options | None disclosed for Wilk in 2024 awards |
| Ownership Guidelines | CEO required to hold shares equal to 6x base salary; 5-year compliance window; includes vested/unvested time RSUs and vested PSUs, excludes unvested PSUs and options |
| Hedging/Pledging | Hedging and short sales prohibited; restricted Stock Awards cannot be pledged during restriction period |
| Section 16 compliance | No delinquent reports disclosed for Wilk in 2024 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreements | Company has employment agreements with Wilk covering salary, bonus, and long-term incentives (“Staking Grant” and annual equity) |
| Severance (no Change-in-Control) | If terminated without Cause or resigns for Good Reason: 2x salary + target bonus; pro-rata actual bonus; COBRA lump sum for 24 months; pro-rata vesting of time and performance equity (Staking Grant has specific pro-rata rules) |
| Severance (within 2 years of CoC) | Lump sum of 2x salary + target bonus; pro-rata actual bonus; full vesting of time-based equity; performance equity vests pro-rata based on actual performance as of CoC; Staking Grant time-based vests fully and performance portion vests pro-rata upon milestone achievement |
| Death/Disability | Pro-rata vesting of time-based equity; specific Staking Grant pro-rata rules for performance tranches |
| Non-compete / Non-solicit | 24 months post-termination (all reasons) |
| Clawback | Company-wide clawback adopted Oct 2, 2023 per SEC/Nasdaq rules; expanded to senior leadership and may extend further at Board’s discretion |
Board Governance
- Director since Dec 27, 2021; currently Class I nominee (term to 2028 if elected) .
- Not independent (as CEO); not listed on Board committees; Board held 11 meetings in 2024 and no director attended <75% .
- Leadership separation: CEO (Wilk) and Executive Chairman (David M. Cote) roles are split; independent directors meet regularly without management .
- Controlled company: Resolute/Tungsten affiliates own ~50.5% voting power; company relies on certain Nasdaq exemptions (e.g., Compensation Committee majority independent but not all) .
Director/Executive Compensation Program Highlights
| Element | 2024/2025 Design |
|---|---|
| Pay philosophy | Emphasis on variable/performance-based pay; CEO ~82% variable; NEOs ~83% variable |
| 2024 LTI mix | RSUs (~67%) + PSUs (~33% target; up to 200% max) |
| 2025 LTIP shift | All RSUs with long service-based vesting (third, fifth, seventh anniversaries) for retention/simplicity |
| Annual bonus metrics | Net Revenues (60%) and Adjusted EBITDA (40%) with linear interpolation between thresholds/target/max (200%) |
| Independent advisor | Semler Brossy engaged Sept 2024; successor to FW Cook; independence assessed per SEC/Nasdaq |
| Peer groups | Fintech/payments peers used in 2024; small asset manager peer set added Sept 2024 to reflect M&A strategy |
Compensation Peer Group (used for 2024 review)
| Peers |
|---|
| Bakkt, Cantaloupe, Cass Information Systems, CPI Card Group, Enova, EVERTEC, Flywire, Green Dot, i3 Verticals, International Money Express, Katapult, MoneyLion, NerdWallet, Q2 Holdings, Payoneer, Repay, Remitly |
Performance & Track Record
| Period | Net Sales | Gross Margin | EBITDA/Adj. EBITDA | Notes |
|---|---|---|---|---|
| 2Q 2024 | $108.6M (Non-GAAP) | 51.6% | Adj. EBITDA $36.7M (Pro Forma) | Baseline prior year. |
| 2Q 2025 | $119.6M (Non-GAAP) | 57.5% | Adj. EBITDA $46.3M (Pro Forma) | +10% Net Sales; margin expansion from COS; raised FY25 guide . |
| FY 2025 Guide | ~$455M Net Sales; ~$158M Pro Forma Adj. EBITDA | N/A | N/A | Reflects continued momentum. |
Major achievements and initiatives:
- CompoSecure Operating System (COS) delivering margin improvement .
- Product launches across Chase Sapphire Reserve, XP Legacy, Crypto.com, MGM Rewards, Gemini; Arculus with Coinbase One Card on AmEx network .
- CFO transition announced with reaffirmed guidance (mid-single-digit growth) at the time; succession in process .
Compensation Structure Analysis
- Variable-heavy pay (82%+ for CEO) aligns upside with performance; annual plan directly tied to Net Revenues/Adjusted EBITDA .
- 2025 LTIP pivot to 100% RSUs increases retention certainty and lowers risk vs PSUs/options, potentially weakening direct pay-for-performance linkage; monitor degree of at-risk compensation going forward .
- Base salary increased to $750K in Oct 2024, raising guaranteed pay; justified via peer reevaluation amid expanded strategic priorities .
- Equity Plan amendment proposes +4M shares reserve, auto annual increase to 6%, and extension to 2035—dilution risk and governance consideration; stockholder approval sought .
Vesting Schedules and Potential Selling Pressure
| Award | Quantity | Vesting Dates | Notes |
|---|---|---|---|
| RSUs (2024 grant) | 707,258 | Jan 1, 2025/2026/2027 (1/3 each) | Large scheduled releases could create periodic supply. |
| PSUs (2024 grant) | 353,629 target | Earn over 2024–2025; cliff vest after additional year (3-year total) | Earnout amount depends on performance; max 200%. |
| RSUs (2023 grant) | 523,903 | Jan 1, 2024/2025/2026 (1/3 each) | 2025 tranche already vested. |
| PSUs (2023 grant) | 261,952 target | 69.6% earned on Jan 1, 2025; vest Jan 1, 2026 | Adds to 2026 potential supply. |
No disclosures of share pledging by Wilk; hedging/short sales prohibited, and restricted Stock Awards cannot be pledged during the restriction period .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company and Smaller Reporting Company, CompoSecure uses reduced compensation disclosures and is not required to hold an advisory vote on executive compensation until required; it will do so when applicable .
Related Party & Governance Considerations
- Controlled company status under Nasdaq with Resolute owning ~50.5% voting power; exemptions applied to independence requirements (e.g., Compensation Committee includes a non‑independent member) .
- Management Agreement with Resolute Holdings delegates day‑to‑day operations to Resolute and includes a quarterly management fee (2.5% of LTM Adjusted EBITDA) and a significant potential termination fee; introduces governance and incentive complexities outside standard operating structures .
Expertise & Qualifications
- Deep payments and deposits expertise (JPMorgan; BofA), product leadership, and marketing; Kellogg MBA; Banking Tech Visionary CEO recognition .
- Board skills matrix credits Wilk with financial literacy, governance, public company CEO experience, compensation/talent, payments industry, manufacturing/quality, marketing & sales, and more .
Investment Implications
- Alignment: Large scheduled RSU/PSU vestings create periodic supply; ownership guidelines mandate significant holdings, and hedging is prohibited—positive for alignment .
- Pay-for-performance: Annual bonuses directly tied to Net Revenues and Adjusted EBITDA; 2025 LTIP’s move to all RSUs reduces explicit performance linkage but strengthens retention—monitor future mix .
- Governance risk: Controlled company status and Resolute’s Management Agreement (fees, termination provisions) plus equity plan share increases raise dilution and influence concerns; offset by separate CEO/Chair roles and majority independent board .
- Execution: Recent margin expansion and raised FY25 guidance support incentive realizations and valuation upside if sustained .