Kevin Moriarty
About Kevin Moriarty
Kevin M. Moriarty is an independent director of CompoSecure (appointed July 12, 2025) and serves on the Audit Committee. He is Principal of KMM Ventures LLC; previously EVP & CFO of Blue Yonder (2018–2020), SVP & CFO of Avnet, Inc. (2013–2017), with earlier senior finance roles at Honeywell and Bristol‑Myers Squibb, and began his career as an audit partner at PwC; he holds a B.S. in Accounting with honors from Rutgers University . Age not disclosed in the appointment materials; tenure on CMPO’s Board began 7/12/2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Yonder | Executive Vice President & Chief Financial Officer | 2018–2020 | Led finance for global supply chain software provider |
| Avnet, Inc. | Senior Vice President & Chief Financial Officer | 2013–2017 | Finance leadership at Fortune 500 tech distributor |
| Honeywell International | Senior financial leadership roles | Prior to 2013 | Large-cap industrial finance and operations experience |
| Bristol‑Myers Squibb | Senior financial leadership roles | Prior to 2013 | Global healthcare/biopharma finance experience |
| PricewaterhouseCoopers (PwC) | Audit Partner | Early career | Public company audit and reporting expertise |
External Roles
| Organization | Exchange/Ticker | Role | Tenure | Committees |
|---|---|---|---|---|
| Vertiqal Studios | TSX: VRTS | Director | Current | Chair, Audit Committee; Chair, Corporate Governance & Nominating Committee |
Board Governance
- Independence: Appointed as an independent director (Board press release and 8‑K) .
- Committee assignment: Member, Audit Committee (effective 7/12/2025) .
- Audit Committee independence standard: CMPO states Audit Committee members are independent and the committee oversees financial reporting, risk, and related‑party reviews .
- Attendance: 2024 Board/committee attendance was ≥75% for all directors then serving (Mr. Moriarty joined in 2025; his attendance will be disclosed in the next proxy) .
- Governance context: CMPO was a “controlled company” under Nasdaq rules as of the 2025 proxy record date and relied on certain exemptions; majority of the Board (6 of 10) remained independent per governance agreements .
- Investor rights overlay: Agreements tied to pending Husky transaction give Platinum (PE Sellers) the right to nominate up to two directors based on ownership thresholds .
Fixed Compensation
| Component | Amount/Terms | Applicability to Moriarty |
|---|---|---|
| Annual Board cash retainer | $50,000 | Applicable beginning 2025 appointment |
| Audit Committee member retainer | Eliminated effective Oct 1, 2024 (only committee chairs receive additional cash retainers) | Not applicable (member, not chair) |
| Audit Committee chair retainer | $25,000 (effective Sept/Oct 2024 change) | Not applicable (not chair) |
| Compensation Committee chair retainer | $15,000 | Not applicable |
| Nominating & Governance chair retainer | $10,000 | Not applicable |
Notes: Director cash compensation changes in late 2024 eliminated non‑chair committee member fees; base cash retainer remained $50,000 .
Performance Compensation
| Award Type | Grant Date/Effective | Grant Date Value | Vesting | Strike/Other |
|---|---|---|---|---|
| Initial stock option award (sign‑on) | 7/12/2025 | ~$200,000 | Options vest over four years starting on commencement of Board service (annual tranches) | Exercise price equals FMV at grant per policy |
| Annual director stock option award (pro‑rated for 2025) | 7/12/2025 (pro‑rated) | Pro‑rated portion of $250,000 annual option award | Same four‑year vesting cadence as above | Exercise price equals FMV at grant per policy |
Additional features:
- Option Conversion Program allows eligible directors to convert 25/50/75/100% of annual cash compensation into options of equivalent grant date value (deferral feature terminated) .
- Director equity under the amended policy (effective 10/1/2024) shifted from RSUs to options; options vest in four equal annual installments; annual option award was $200,000 in the 2025 proxy policy description (subsequent appointment 8‑K specified a $250,000 annual award for 2025 prorating) .
Other Directorships & Interlocks
| Company/Entity | Type | Relationship/Interlock |
|---|---|---|
| Vertiqal Studios (TSX: VRTS) | Public | Current director; chairs Audit and Nominating/Governance committees |
| Honeywell connections (CMPO Board) | Prior employer network | Mr. Moriarty previously held senior roles at Honeywell; CMPO Executive Chairman David M. Cote is former Honeywell CEO/Chair; Director Mark R. James is former Honeywell CHRO, indicating a shared network (potential soft interlocks) |
Expertise & Qualifications
- Capital markets and CFO experience across software (Blue Yonder) and Fortune 500 distribution (Avnet); deep audit/accounting background from PwC partner tenure .
- Current public company board leadership (Vertiqal Studios) with audit and governance committee chair roles, reinforcing audit oversight capability .
- Education: B.S. in Accounting with honors, Rutgers University .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 13,000 | November 7, 2025 |
| Ownership % of shares outstanding | <1% | November 7, 2025 (125,195,336 shares outstanding) |
| Vested vs. unvested | Not disclosed | — |
| Pledged or hedged shares | None disclosed in reviewed filings | — |
Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x annual cash retainer; five‑year compliance window from becoming subject to guidelines .
Governance Assessment
- Positives: Independent status; Audit Committee appointment; strong audit/CFO pedigree; concurrent leadership of audit/governance committees at another public company enhances board effectiveness for financial oversight .
- Alignment: Director ownership currently modest (13,000 shares, <1%), but equity is option‑heavy (sign‑on + annual options with four‑year vesting) and subject to 5x retainer stock ownership guidelines over five years, supporting long‑term alignment .
- Compensation structure signals: Shift from RSUs to options for directors increases at‑risk, performance‑sensitive exposure (option value requires stock appreciation); ability to convert cash to options further heightens alignment potential .
- Potential soft interlocks: Shared Honeywell background with CMPO Executive Chairman David M. Cote and director Mark R. James; not a disclosed related‑party transaction, but network overlap can affect perceived independence; Audit Committee oversight of related‑party reviews mitigates risk .
- Governance environment: CMPO’s “controlled company” status (as of 2025 proxy) and investor nomination rights tied to the Husky transaction concentrate influence over board composition; continued majority independence and committee independence remain key safeguards .
Related-Party Exposure
- No related‑party transactions involving Mr. Moriarty are disclosed in the July 14, 2025 appointment 8‑K or the November 13, 2025 preliminary proxy materials reviewed .
- Audit Committee explicitly reviews all related‑party transactions per charter responsibilities .
Director Compensation Policy Reference (Structure)
- Cash retainers: $50,000 Board member; chair retainers: Audit $25,000, Compensation $15,000, Nominating/Governance $10,000; non‑chair committee member fees eliminated in late 2024 .
- Equity: Post‑Oct 1, 2024 policy provides initial and annual stock options (policy description $200,000 annual; appointment 8‑K specifies $250,000 annual for 2025 prorating); four‑year equal annual vesting; FMV strike price; optional cash‑to‑options conversion .
Notes on Attendance and Say‑on‑Pay
- 2024 attendance: all directors then serving met ≥75% attendance; Mr. Moriarty joined in 2025, so his 2025 attendance will be captured in the next proxy .
- Say‑on‑pay and shareholder feedback: Not addressed in the documents reviewed specific to Mr. Moriarty; broader company practices include clawback policy for management incentive compensation .