Thomas Knott

About Thomas R. Knott

Thomas R. Knott (age 39) is a Class II director of CompoSecure (CMPO) and currently serves on the Compensation Committee; the Board has determined he is not independent due to his employment relationship following the Resolute Transaction . He joined the Board on September 17, 2024 and his term runs until the 2026 annual meeting . Knott’s background is in finance and public markets: he led Goldman Sachs’ Permanent Capital Strategies Group starting March 2018 and was CEO/CFO/Secretary and Director of SPACs GSAH I (merged with Vertiv) and GSAH II (merged with Mirion) .

Past Roles

External Roles

• No current external public company directorships disclosed for Knott in the proxy .

Board Governance

Fixed Compensation

Employment compensation (Knott is compensated as an employee, not under the Non-Employee Director Compensation Policy):

Notes:

• Knott does not receive non-employee director cash retainers; his compensation is disclosed under “Compensation Committee Interlocks,” not in the non-employee director compensation table .

Performance Compensation

Performance metric framework (Company-wide 2024 MIP; illustrates pay-for-performance construct used broadly):

Note: The proxy does not specifically tie Knott’s 2024 bonus to the MIP metrics; table reflects enterprise design used for NEOs that evidences the company’s performance-based approach .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance, capital markets, and M&A leadership; public company/SPAC execution experience .
• Board skills matrix flags his strengths in financial literacy, corporate governance, public company experience, M&A, and executive leadership .

Equity Ownership

Ownership structure details:

• Resolute Compo Holdings is record holder of 49,290,409 shares; Tungsten 2024 LLC is Resolute’s managing member; C 323 Holdings, LLC (sole/managing member: Thomas R. Knott) is a non-managing member of Resolute. Knott may be deemed to share beneficial ownership of shares held by Resolute .
• Additional related holdings: Tungsten separately owns 879,963 shares; Ridge Valley LLC holds 1,500,000 shares (manager: John D. Cote) .

Alignment/Policies:

• Mandatory stock ownership guidelines: non-employee directors 5x annual cash retainer; CEO 6x salary; other named executive officers 3x salary (compliance within 5 years) .
• Insider Trading Policy prohibits speculative trading and hedging (e.g., options, shorts, collars) by officers/directors and household members .

Governance Assessment

• Positive signals:

  • Attendance and engagement: no director fell below 75% attendance in 2024; Board held 11 meetings; Compensation Committee held six .
  • Governance infrastructure: clawback policy adopted in Oct 2023 and expanded to entire senior leadership team; robust committee charters and independent compensation advisor (Semler Brossy) engaged since Sep 2024 .
  • Performance-linked pay framework for executives (net revenues and Adjusted EBITDA with capped payouts), emphasizing variable compensation .

• Risks and RED FLAGS:

  • RED FLAG: Non-independence on Compensation Committee. Knott is not independent yet serves on the Compensation Committee (committee is majority independent); he also received significant employee compensation and equity options in 2024, raising potential conflict-of-interest optics for pay decisions .
  • RED FLAG: Concentrated beneficial ownership. Knott is deemed beneficial owner of ~48.2% of CMPO Class A via Resolute structure—material influence over voting outcomes, with CMPO a “controlled company” under Nasdaq rules .
  • RED FLAG: Related-party/structural exposures. Letter Agreement delegates Board authority to Resolute Holdings to approve equity issuances for M&A and awards; Governance Agreement sets board size/composition, standstill and lock-up terms; Waiver Agreement adjusted board size from 11 to 10—these arrangements centralize influence with the Investor group and may affect perceptions of independence and minority shareholder protections .
  • Consulting continuity. Post Spin-Off, Knott entered a consulting agreement preserving eligibility to vest prior CMPO equity and receive future awards—sustains economic linkage to CMPO while serving on its Board .

• Additional context:

  • CMPO is an emerging growth company and smaller reporting company; not required to hold say‑on‑pay, will do so when required .
  • Non-employee director compensation shifted from RSUs to options effective Oct 1, 2024; Knott’s compensation is disclosed separately as an employee-director and not under the non-employee policy .

Related Party Transactions (selected items impacting governance)

• Resolute Transaction: On Sep 17, 2024, Resolute Compo Holdings became majority owner; CMPO eliminated dual-class structure .
• Governance Agreement: Maintains board composition parameters, independent director counts, standstill/lock-up, and prohibits certain transactions/delisting without independent director approval for defined periods .
• Letter Agreement with Resolute Holdings: Delegates authority to approve equity issuances for M&A/equity awards and related representations/filings; coterminous with Management Agreement .
• Consulting Agreements: Post Spin-Off, consulting agreements for David M. Cote and Thomas R. Knott to provide strategic/M&A advisory services with ongoing equity eligibility/vesting .

Director Compensation Context (for completeness)

• Non-employee director annual cash retainers and option-based equity (post Oct 1, 2024) are disclosed; Knott’s director compensation is reported under executive compensation due to his employee status .

Summary Implications for Investors

• Board effectiveness is challenged by the presence of a non-independent director on the Compensation Committee who is a large beneficial owner and compensated by the Company—monitor committee decisions and any pay outcomes closely for alignment and independence .
• Controlled company status and delegation of equity issuance authority to Resolute Holdings signal elevated governance risk; minority shareholders should assess dilution risk, M&A strategy, and equity award practices within this framework .
• Attendance and formal governance practices (clawback, ownership guidelines, independent advisor) are positives, but related‑party structures and concentrated ownership warrant ongoing scrutiny .