Mary Holt
About Mary Holt
Mary Holt, 52, was appointed Chief Financial Officer of CompoSecure effective the day immediately following the filing of the company’s Q3 2025 10-Q; her employment Effective Date is October 27, 2025 . She brings 30+ years of finance leadership, including senior roles at Honeywell and Pfizer, with an MBA from Duke and dual BS degrees from the University of Pennsylvania . Given her start date in late October 2025, company TSR and operating metrics over her tenure are not yet meaningful for evaluation; her remit covers FP&A, accounting/reporting, treasury, risk, compliance, and IR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warren Equity Partners | SVP, Finance Operations, Utilities & Power SBG | Oct 2024 – Oct 2025 | Drove financial strategy and operational excellence in portfolio operations . |
| Honeywell International | VP, Business Analysis & Planning (Corporate Finance) | Jan 2023 – Jul 2024 | Corporate FP&A leadership, enterprise planning . |
| Honeywell International | CFO, Productivity Solutions & Services | May 2020 – Dec 2022 | BU CFO; operational P&L oversight . |
| Honeywell International | CFO, Corporate Entities & Functions | Nov 2018 – May 2020 | Corporate functions CFO; governance and cost control . |
| Pfizer; Arthur Andersen | Finance/Accounting leadership roles | Earlier career (years not disclosed) | Built foundational accounting and controls expertise . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $500,000 per year (effective 10/27/2025) . |
| Target annual bonus | 75% of base salary; pro-rated in first year; design set by Compensation Committee . |
Performance Compensation
- Annual cash incentive design
- Company historically used net revenues and Adjusted EBITDA (60%/40%) for the 2024 MIP; in February 2025 the Compensation Committee approved a 2025 plan incorporating quantitative and qualitative factors (specific weights not disclosed) .
- Long-term equity awards
- 2025 LTIP structure (company-wide): RSUs only, vesting on the 3rd, 5th and 7th anniversaries, emphasizing retention and simplification versus PSU/option mix in prior years .
| Incentive | Value/Target | Instrument | Vesting | Notes |
|---|---|---|---|---|
| Sign-on equity | $500,000 | Stock options | 25% on each of the 1st–4th anniversaries of Effective Date (i.e., 10/27/2026–10/27/2029) | Granted under 2021 Plan; exercise price at grant fair market value . |
| First-year annual equity | $1,250,000 | RSUs | In equal installments on the 3rd, 5th, and 7th anniversaries (i.e., 10/27/2028, 10/27/2030, 10/27/2032) | Aligns with 2025 LTIP shift to service-vesting RSUs . |
| Ongoing annual equity (target) | $1,250,000 | RSUs | 3rd/5th/7th anniversaries, subject to Committee discretion | Consistent with 2025 LTIP . |
Equity Ownership & Alignment
- Initial beneficial ownership reporting: Holt executed a Section 16 Limited Power of Attorney (Form 3-related) on 10/4/2025; initial holdings not disclosed in the provided excerpts .
- Stock ownership guidelines: NEOs are expected to hold shares equal to 3x base salary within five years; counts time-based RSUs and vested PSUs, excludes options; CEO 6x; directors 5x retainer . As a new NEO, Holt has five years to reach 3x salary compliance .
- Hedging/pledging: The company prohibits short-term speculative trading and hedging transactions; pledging requires pre-clearance per 2024 policy (no pledging allowance disclosed in 2025 proxy) .
- Clawback: Company-wide clawback policy (adopted Oct 2, 2023) applies to senior leadership and beyond SEC/Nasdaq minimums .
| Ownership/Alignment Element | Status/Terms |
|---|---|
| Beneficial ownership (Form 3) | POA executed 10/4/2025; specific share counts not shown in provided filings . |
| Ownership guideline | 3x salary for NEOs within 5 years; includes RSUs (time-based) and vested PSUs; excludes options . |
| Hedging/Pledging | No hedging; pledging restricted and requires pre-clearance (2024 policy) ; 2025 proxy reiterates anti-hedging . |
| Clawback | Mandatory recovery for restatements; expanded coverage to leadership team . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment and effective date | Appointed CFO effective the day after Q3 2025 10-Q filing; employment Effective Date 10/27/2025 . |
| Executive Severance Plan eligibility | Upon executing a participation agreement, severance for a qualifying termination without cause: 1x (base salary + target bonus), lump-sum COBRA cost for 12 months, and up to 6 months outplacement (CEO receives 2x and 24 months) . |
| Relocation benefits (recoupment) | Home sale program, up to 7 months temporary housing and weekly travel, closing costs assistance, shipment of goods/2 autos, and $10,000 grossed-up allowance; full clawback of relocation costs if voluntary departure within 2 years . |
| Reporting line and scope | Reports to CEO; oversees FP&A, accounting/financial reporting, treasury/cash management, risk/compliance, and investor relations . |
Vesting Schedules and Potential Insider Selling Pressure
| Grant | Grant Date Value | Instrument | Vesting Tranches | Potential Liquidity Cadence |
|---|---|---|---|---|
| Sign-on Options | $500,000 | Options | 25% on 10/27/2026, 10/27/2027, 10/27/2028, 10/27/2029 | Annual option vests could create windowed selling pressure as tranches vest, subject to blackout/compliance. |
| Initial Annual Equity | $1,250,000 | RSUs | 1/3 on 10/27/2028; 1/3 on 10/27/2030; 1/3 on 10/27/2032 | Larger lumpy RSU vests at years 3/5/7 align with retention; selling pressure likely episodic. |
No Form 4 sales were identified in the available filings; initial Form 3 exhibits POA only, with no disclosed holdings or transactions in the excerpts reviewed .
Performance & Track Record
- Credentials: 17+ years at Honeywell culminating in Corporate FP&A (BAP) and BU CFO roles; prior tenure at Pfizer and Arthur Andersen; most recently portfolio operations finance SVP at Warren Equity Partners .
- Awards/recognition: Not disclosed in filings reviewed.
- Company-level performance frameworks: Annual incentive plans have historically centered on net revenues and Adjusted EBITDA; 2025 plan adds qualitative elements; long-term incentives pivoted to multi-year service-vesting RSUs (3/5/7) to prioritize retention .
Compensation Structure Analysis
- Mix shift to lower-risk equity: Holt’s 2025 annual award is all RSUs with long-dated service vesting (no PSUs), reducing performance volatility but increasing retention tethering; sign-on options add upside alignment .
- At-risk pay: Target bonus at 75% of base salary aligns with a CFO role at a smaller-cap issuer; performance metrics for 2025 include quantitative and qualitative factors (weights not disclosed) .
- Clawback and ownership policy: Robust clawback and ownership guidelines enhance alignment and governance .
- No tax gross-ups disclosed; severance plan uses standard 1x multiple (CEO 2x) suggesting moderate severance posture .
Risk Indicators & Red Flags
- Pledging/hedging: Policy restricts hedging and requires pre-clearance for pledging; no pledging disclosed for Holt .
- Option/award repricing: No repricing modification disclosed for Holt or contemporaneous awards in reviewed documents.
- Legal/regulatory: No proceedings reported related to Holt in available filings.
Compensation & Incentive Details (Tabular)
| Item | Amount/Term | Source |
|---|---|---|
| Base salary | $500,000 | |
| Target bonus | 75% of base salary | |
| Sign-on options (grant-date value) | $500,000 | |
| Initial annual RSU grant (grant-date value) | $1,250,000 | |
| Ongoing annual equity target | $1,250,000 (RSUs, Committee discretion) | |
| Severance multiple (CFO) | 1x salary + 1x target bonus; 12 months COBRA; up to 6 months outplacement | |
| Ownership guideline (NEO) | 3x salary within five years | |
| Clawback policy | SEC/Nasdaq compliant; expanded to senior leadership |
Investment Implications
- Alignment: Long-duration RSU vesting (3/5/7) plus ownership guidelines should encourage retention and long-term focus; sign-on options provide upside leverage tied to share price appreciation .
- Near-term selling pressure likely limited: No disclosed initial shareholdings and no Form 4 activity identified; vesting-related selling, if any, will be lumpy and largely back-end weighted (years 3, 5, 7 for RSUs) .
- Execution lens: With a background in corporate FP&A and BU CFO roles at Honeywell, Holt’s skill set aligns with CompoSecure’s stated priorities (operational excellence, growth, and M&A support), but quantitative performance attribution to her tenure will require several quarters of results .
- Governance posture: Standard severance (1x), robust clawback, and hedging/pledging controls reduce governance risk and support pay-for-performance architecture, though the 2025 shift away from PSUs reduces explicit performance leverage in LTI .