Krishna Mikkilineni
About Krishna Mikkilineni
Dr. Krishna Mikkilineni (age 65) joined CompoSecure’s Board on October 18, 2024. He is an independent director with technology leadership credentials spanning 33 years at Honeywell, including nine years as Global CTO and six years as Global CIO, and holds a Ph.D. in electrical and computer engineering from the University of Florida . He currently serves on CompoSecure’s Audit Committee and Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International, Inc. | Global Chief Technology Officer; Global Chief Information Officer; other senior roles | 33 years; CTO 9 years; CIO 6 years | Led global technology and IT strategy; scaled innovation and enterprise systems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StartupXseed (deep-tech venture fund) | General Partner | Since 2019 | Instrumental in funding and growing 30 technology-driven startups |
| The GAIN (startup accelerator) | Co-Founder | Since 2019 | Early-stage acceleration and ecosystem development |
| Kone Corporation | Director | Since 2022 | Global elevator and escalator company board member |
Board Governance
- Independence: The Board affirmatively determined Dr. Mikkilineni is independent under Nasdaq standards .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Attendance: In FY2024, no director attended fewer than 75% of Board and applicable committee meetings; the Board met 11 times, Audit 6, Compensation 6, Nominating & Corporate Governance 2 .
- Board class/term: Class III director; term expiring at the 2027 annual meeting .
- Controlled company context: CompoSecure is a “controlled company” (Tungsten 2024 LLC and affiliates held ~50.5% voting power at 4/3/2025); the company relies on certain Nasdaq governance exemptions (e.g., Compensation Committee majority independent, not all), relevant to committee independence where Dr. Mikkilineni serves .
Fixed Compensation
Program structure (as of 2024/2025):
- Annual cash retainers: Board member $50,000; Audit Chair $25,000 (was $20,000 through Sept 2024); Compensation Chair $15,000; Nominating Chair $10,000; committee member retainers eliminated effective October 1, 2024 (except chair retainers) .
- Stock ownership guidelines for non-employee directors: 5x annual cash retainer; five years to comply; ownership includes direct/indirect shares, vested and unvested time-based RSUs, and vested PSUs; excludes unexercised options .
Actual compensation – FY2024:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 10,054 |
| Stock Awards | — |
| Option Awards (grant-date fair value) | 323,200 |
| All Other Compensation | — |
| Total | 333,254 |
Notes:
- 2024 option awards reflect (i) Initial Option Award ($200,000 grant-date value) and (ii) pro-rated Annual Option Award ($123,200) post policy change .
- Strike price for his 2024 grant: $7.78; options vest in four equal annual installments .
Performance Compensation
Director equity is time-based (no performance metrics). Options vest in four equal annual installments; exercise price equals fair market value at grant. Directors may elect to convert 25–100% of annual cash compensation into options (Option Conversion Program); the deferral component was terminated .
| Equity Grant Feature | Detail |
|---|---|
| Initial Option Award | $200,000 grant-date fair value; time-based vesting over 4 years |
| Annual Option Award (2024, pro-rated) | $123,200 grant-date fair value; time-based vesting over 4 years |
| Strike Price | $7.78 (Dr. Mikkilineni’s 2024 grant) |
| Shares Underlying Outstanding Option Awards (12/31/2024) | 41,551 |
| Vesting Schedule | 25% per year over 4 years from grant date |
| Individual Director Annual Cap | Total director comp (cash + equity grant-date value) generally capped at $350,000; $750,000 cap in initial year when first appointed/elected |
Other Directorships & Interlocks
- Current public company board: Kone Corporation (since 2022) .
- Network interlocks at CMPO: Shared Honeywell background with Executive Chairman David M. Cote (former Honeywell CEO/Chairman) and director Mark R. James (former Honeywell CHRO), indicating strong operating alignment but also potential cohesion risks typical in closely connected boards .
Expertise & Qualifications
- Deep technology and innovation leadership (Honeywell CTO/CIO), cybersecurity/IT oversight experience, and global operations background .
- Venture investing and acceleration in deep-tech (StartupXseed; The GAIN) .
- Public company board experience (Kone; CompoSecure) .
- Education: Ph.D. in electrical and computer engineering, University of Florida .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (Class A) at 4/3/2025 | — (not listed; “—”) |
| Ownership % of Class A | — |
| Options Outstanding (12/31/2024) | 41,551 |
| RSUs/PSUs Outstanding (12/31/2024) | — (none listed) |
| Shares Pledged/Hedged | Prohibited under Insider Trading Policy (hedging banned; pledging/margin restricted/pre-clearance) |
| Stock Ownership Guidelines | 5x annual cash retainer; 5-year compliance window |
Governance Assessment
- Independence and Committees: Independent status plus service on the Audit and Compensation Committees supports board effectiveness; Audit oversight includes cybersecurity and related-party review .
- Attendance: FY2024 attendance met thresholds (≥75%), with substantial Board and committee activity (11/6/6 meetings) .
- Pay-for-performance alignment for directors: Equity shifted from RSUs to multi-year vesting options (October 2024), increasing at-risk, longer-duration alignment with shareholders; optional conversion of cash to options further strengthens alignment .
- Ownership alignment: While his beneficial ownership was not reported as of April 3, 2025, the 5x retainer guideline and five-year compliance window apply; no hedging/unauthorized pledging permitted .
- Controlled company risk: With Tungsten/Resolute control and Governance Agreement provisions, key committees may include non-independent members (e.g., Compensation Committee), elevating potential conflicts/insider influence risk; mitigants include mandated majority independent directors and independent oversight provisions .
- Related-party exposure: Material governance arrangements (Management Agreement with Resolute Holdings; Letter Agreement delegating equity issuance approvals for M&A and awards) introduce structural risks; no specific related-party transactions disclosed tied to Dr. Mikkilineni .
- Say-on-pay context: CompoSecure is an Emerging Growth Company and not required to hold an advisory vote on executive compensation; 2024 Annual Meeting votes covered director elections and auditor ratification (no say-on-pay) .
RED FLAGS
- Controlled company: Majority shareholder influence (Tungsten/Resolute) and delegation of equity issuance authority for M&A to Resolute Holdings .
- Compensation Committee composition: Majority independent but includes a non-independent member; Dr. Mikkilineni serves in this environment, which may affect compensation governance optics .
- Structural agreements: Management Agreement fee structure and Board-related agreements could create perception of related-party influence despite Audit Committee policies .
Appendix: Reference Votes (context)
- 2024 Annual Meeting director election tallies (Class III) and auditor ratification (Grant Thornton LLP) – informational, pre-dating Dr. Mikkilineni’s appointment: e.g., Paul Galant 72,716,530 For / 224,152 Withheld; Auditor: 73,640,564 For / 1,760,630 Against / 1,767 Abstain .