Mark James
About Mark R. James
Mark R. James, age 63, is an independent Class II director of CompoSecure (CMPO) who joined the Board on September 17, 2024. He currently chairs the Compensation Committee and serves on the Nominating & Corporate Governance (NCG) Committee; he previously chaired the NCG Committee until February 28, 2025. James is President of Mark James Enterprises and formerly spent nearly 13 years as Chief Human Resources Officer at Honeywell, retiring in July 2020, bringing deep leadership and industrial-sector experience. His Class II term runs through the 2026 annual meeting, and the Board has affirmed his independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Chief Human Resources Officer | ≈13 years; retired July 2020 | Led human capital strategy across industrial businesses |
| Honeywell Aerospace | VP, HR & Communications | Not disclosed | HR leadership in aerospace segment |
| Honeywell Aerospace Electronic Systems | VP, HR & Communications | Not disclosed | HR leadership in aerospace electronics |
| Federal Manufacturing & Technologies | HR Director | Not disclosed | HR leadership in federal manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mark James Enterprises | President | Current | Executive consulting business |
Board Governance
- Committee roles and timeline:
- Compensation Committee: Chair (current)
- Nominating & Corporate Governance Committee: Member (current); Chair until February 28, 2025
- Independence: Board determined Mr. James is independent under Nasdaq standards .
- Attendance: In 2024, no director attended fewer than 75% of Board and applicable committee meetings; the Board held 11 meetings, Compensation 6, Audit 6, NCG 2 .
- Executive sessions: Board and committees hold executive sessions throughout the year .
- Board classification and term: Class II director, term expiring at 2026 annual meeting .
| 2024 Meetings | Count |
|---|---|
| Board meetings | 11 |
| Compensation Committee | 6 |
| Audit Committee | 6 |
| Nominating & Corporate Governance Committee | 2 |
Fixed Compensation
- Cash retainer program (non-employee directors):
- Board Member: $50,000 annually (unchanged in September 2024)
- Committee Chair retainers: Audit $25,000 (increased from $20,000); Compensation $15,000; NCG $10,000
- Committee member fees were eliminated in September 2024 (only chair fees remain)
| Component | Amount ($) | Notes |
|---|---|---|
| Board Member annual cash retainer | 50,000 | Unchanged after Sept 2024 |
| Compensation Committee Chair annual cash retainer | 15,000 | Applies to Mr. James as Chair |
| Mark R. James – 2024 cash fees earned | 17,143 | Reflects pro-rated service starting 9/17/2024 |
Performance Compensation
- Director equity program shifted from RSUs to stock options effective October 1, 2024, with four-year, equal annual vesting; exercise price equal to grant-date fair market value .
- Eligible directors receive: Initial Option Award ($200,000 grant-date value) and an Annual Option Award ($200,000; pro-rated for mid-year appointees). Continuing directors received uplift grants to bridge RSU-to-option change .
| Award Type | Grant-Date Fair Value ($) | Shares (#) | Strike Price ($) | Vesting Schedule |
|---|---|---|---|---|
| Stock Options (aggregate, 2024) – Mark R. James | 333,333 | 46,490 | 7.17 | 25% per year over 4 years |
Notes: Mr. James received the Initial Option Award after policy adoption and a pro-rated Annual Option Award for 2024; option conversion program allows directors to convert 25–100% of cash retainers into additional options; deferral program terminated .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Tenure |
|---|---|---|---|
| None disclosed | — | — | — |
| No other public-company directorships for Mr. James are disclosed in CMPO’s proxy biography . |
Expertise & Qualifications
| Category | Noted Competency |
|---|---|
| Corporate Governance | Yes |
| Global Operations | Yes |
| Public Company Board Experience | Yes |
| Mergers & Acquisitions | Yes |
| Executive Leadership (“C-level”) | Yes |
| Compensation/Talent | Yes |
| Human Capital Management/HR | Yes |
| Leadership/Organization | Yes |
| Compliance/Ethics | Yes |
| Public Company Experience (general) | Yes |
Equity Ownership
- Ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; includes direct/indirect shares and RSUs (vested/unvested), excludes options; five-year compliance window .
| Holder | Beneficial Shares | % of Class A | Notes |
|---|---|---|---|
| Mark R. James | 43,015 | <1% | Includes 21,565 shares in Mark R. James Revocable Trust and 21,450 shares in Tammy James Revocable Trust (Mark and Tammy James, trustees) |
| Options outstanding (non-employee director awards) | 46,490 | — | Strike price $7.17; separate from beneficial share count |
| Pledged shares | None disclosed | — | — |
Governance Assessment
-
Strengths
- Independent director with deep HR/compensation expertise; currently chairs Compensation Committee; brings governance alignment and talent oversight capabilities .
- Engagement: No director attended fewer than 75% of meetings in 2024; Board and committee executive sessions support candid oversight .
- Compensation structure moved to multi-year stock options for directors (four-year vesting), reinforcing longer-term alignment and reducing short-term equity churn; option conversion program increases at-risk pay mix .
- Related-party transaction oversight resides with Audit Committee; CMPO maintains Code of Conduct and recoupment oversight via Compensation Committee .
-
Watch items / potential red flags
- Compensation Committee includes one non-independent member (Thomas R. Knott) due to employment, though a majority are independent; as Chair, James must maintain robust safeguards against management influence on pay decisions .
- 2024 total director compensation for James ($350,476) exceeds the standard annual non-employee cap of $350,000 but is permissible under the first-year cap of $750,000; monitor future-year pay levels versus policy limits .
- Ownership alignment: beneficial ownership is <1%; while director guidelines require 5x cash retainer within five years, the proxy does not disclose compliance status—monitor progress toward guidelines; options do not count toward compliance .
- CMPO is not required to hold say-on-pay yet as an EGC/smaller reporting company; investors will have limited advisory feedback until required; Compensation Committee should proactively engage investors on pay design .
Overall signal: James’ independence, HR/compensation domain expertise, and chair role on Compensation Committee are positives for pay governance and talent strategy; the presence of a non-independent committee member and low current ownership (with a clear path to guidelines) are manageable watch items given existing policies and oversight .