Paul Galant
About Paul Galant
Paul S. Galant (age 57) has served as an independent director of CompoSecure, Inc. since September 21, 2022, currently sitting on the Nominating and Corporate Governance Committee; he brings public company CEO experience (VeriFone), payments/fintech depth (Citigroup), and operating roles at Brightstar/SoftBank and Churchill Capital, with a B.S. in Economics from Cornell University (Phillip Merrill Scholar) . The Board has affirmatively determined Mr. Galant is independent under Nasdaq standards; in 2024 he met the company’s attendance threshold along with all directors (≥75% of Board and committee meetings served) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VeriFone Systems, Inc. | Chief Executive Officer and Director | Since October 2013 (as disclosed) | Led electronic payment transactions company; public company CEO credentials . |
| Citigroup – Enterprise Payments | CEO | Since 2010 (as disclosed) | Oversaw global B2C/C2B digital payments solutions . |
| Citigroup – Citi Cards | CEO | 2009–2010 | Led North American and International Credit Card/Merchant Acquiring businesses . |
| Citigroup – Citi Transaction Services | CEO | 2007–2009 | Ran Institutional Clients Group division . |
| Citigroup – Global Cash Management | Global Head | 2002–2007 | Led one of the largest global payments processors . |
| Churchill Capital | Operating Partner | Jan 2020–Jan 2024 | Operating advisor to investment platform . |
| Brightstar (SoftBank subsidiary) | Chief Executive Officer; SoftBank Operating Partner | (dates not specified) | Mobile device/services and investment operating roles . |
| Donaldson, Lufkin & Jenrette; Smith Barney; Credit Suisse | Various positions | (dates not specified) | Early career in finance and banking . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vivint Smart Home, Inc. (NYSE: VVNT) | Director | Oct 2015–Mar 2023 | Smart home/security company board service . |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; the Board also recorded Mr. Galant’s service on the Audit Committee from January 1, 2024 to September 17, 2024 (with Hughes as Chair), before committee changes post-Resolute Transaction .
- Independence: Board determined Mr. Galant is independent; Board maintains a majority of independent directors despite “controlled company” status under Nasdaq following the Resolute Transaction .
- Attendance: In 2024, no director attended fewer than 75% of Board and applicable committee meetings; Board held 11 meetings, Audit 6, Compensation 6, Nominating & Corporate Governance 2 .
- Skills matrix: Galant contributes financial literacy, banking/fintech, corporate governance, public company CEO experience, payments industry, eCommerce/mobile/digital, compliance/ethics, and marketing/sales .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Cash Structure (Reference) | Notes |
|---|---|---|---|
| 2024 | $82,500 | 2024 cash program pre-Sept: Board $50,000; Audit Chair $20,000; Comp Chair $15,000; N&CG Chair $10,000; Audit Member $10,000; Comp Member $7,500; N&CG Member $5,000 . Post-Sept: Board $50,000; Audit Chair $25,000; Comp Chair $15,000; N&CG Chair $10,000 (member fees eliminated) . | Mr. Galant’s 2024 cash reflects roles across committee changes during the year . |
Performance Compensation
| Component | Grant Value ($) | Instrument | Shares/Units | Vesting/Terms |
|---|---|---|---|---|
| Annual Equity Award (2024, pre-policy change) | $150,000 | RSUs | 11,783 shares outstanding as of 12/31/24 | Vests on earlier of first anniversary or next annual meeting (for Annual Equity Awards) . |
| Continuing Director Uplift Grant (post Oct 1, 2024) | $33,333 | Stock Options | 4,649 options outstanding as of 12/31/24 (strike $7.17) | Options vest in four equal annual installments; exercise price = FMV at grant . |
| Amended Director Compensation Policy (effective Oct 1, 2024) | Initial Option Award $200,000; Annual Option Award $200,000 | Stock Options | Prorated for late-joining directors | 4-year equal annual vesting; Option Conversion Program allows electing 25–100% of cash retainer into options; deferrals discontinued . |
No director-specific performance metrics (e.g., TSR, EBITDA) are tied to director equity awards under the Amended Director Compensation Policy; director equity is time-vested options/RSUs rather than PSUs .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|---|
| Vivint Smart Home (NYSE: VVNT) | Director | None disclosed with CMPO suppliers/customers | No related-party transactions disclosed involving Mr. Galant; Audit Committee reviews related-person transactions per policy . |
Expertise & Qualifications
- Payments/Fintech leadership (Citigroup Enterprise Payments; Citi Cards; Transaction Services; Cash Management) and public-company CEO experience (VeriFone), strengthening product, go-to-market, and risk oversight .
- Board skills include financial literacy, corporate governance, compliance/ethics, payments industry, and eCommerce/mobile/digital capabilities; marketing/sales exposure supports commercial strategy oversight .
- Education: B.S. in Economics, Cornell University; Phillip Merrill Scholar .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Paul S. Galant | 92,288 | <1% (denoted “*”) | Beneficial ownership as of April 3, 2025; options/RSUs outstanding separately disclosed . |
| Equity Detail | RSUs Outstanding (#) | Options Outstanding (#) | Strike/Price Reference | Notes |
|---|---|---|---|---|
| As of 12/31/2024 | 11,783 | 4,649 | Options at $7.17 strike (director table reference) | Counts reflect outstanding director awards year-end 2024 . |
- Stock ownership guidelines: non-employee directors must hold shares equal to 5x annual cash retainer, to be met within five years; includes direct/indirect shares and certain RSUs; excludes options .
- Hedging/pledging: Insider Trading Policy prohibits short sales and hedging transactions; no pledging by Mr. Galant is disclosed .
Insider Trades
| Filing | Description | Timing | Note |
|---|---|---|---|
| Form 4 | Reported annual equity incentive award made at 2024 Annual Meeting | Filed five days late | Identified under Section 16(a) delinquent report; one late Form 4 for Mr. Galant . |
Governance Assessment
- Independence and committee role: Galant is independent and serves on Nominating & Corporate Governance, a key forum for board composition, governance policy, and director nominations—positive for oversight quality .
- Engagement: Met attendance standards; contributed relevant payments/fintech expertise per skills matrix—supports board effectiveness .
- Compensation alignment: Director pay shifted toward options (time-vested, four-year schedule) and allows optional cash-to-options conversion; his 2024 mix was majority equity ($150k RSUs + $33k options vs $82.5k cash), signaling increased equity alignment .
- RED FLAGS: One late Form 4 (five days) noted—minor process lapse but not material; company prohibits hedging, has clawback policy for incentive compensation, and uses ownership guidelines to reinforce alignment .
- Controlled company context: With ~50.5% voting power held by Tungsten 2024 LLC and affiliates post-Resolute Transaction, Nasdaq exemptions apply; board maintains majority independence, but nomination rights and delegated equity issuance authority to Resolute represent structural control factors for investors to monitor (not specific to Galant) .
Appendix: Reference Committee and Attendance Data
| 2024 Meetings | Count |
|---|---|
| Board | 11 |
| Audit | 6 |
| Compensation | 6 |
| Nominating & Corporate Governance | 2 |
| Committee Membership (as of 12/31/24) | Role |
|---|---|
| Nominating & Corporate Governance | Member (Galant) |
| Audit (Jan 1–Sept 17, 2024) | Member (Galant) |
| Director Independence | Determination |
|---|---|
| Paul S. Galant | Independent under Nasdaq |