Donna Abbey Carmignani
About Donna Abbey Carmignani
Donna Abbey Carmignani is Chief Accounting Officer and Controller at CPI Card Group (PMTS), serving since March 31, 2022. She is 49 (as of the 2025 proxy), holds a B.S. in Business Administration from Colorado State University, and is a Certified Public Accountant (Colorado). Prior roles include VP of Financial Reporting, Governance & Consolidations and Chief of Staff to the CEO at Western Union (2010–2018), audit at KPMG (2003–2010), and financial/accounting consulting (2020–2022) . Company performance context: 2024 Adjusted EBITDA was $91.876 million (+2.7% YoY), with Net Income down 18.6% YoY; Adjusted EBITDA margin was 19.1% . Executive pay programs emphasize quarterly STIP tied 70% to Adjusted EBITDA and 30% to Net Sales, and 2024 LTIP shifted toward performance cash tied to Relative TSR vs. Russell 2000 and Cumulative Free Cash Flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CPI Card Group | Chief Accounting Officer & Controller | 2022–present | Leads accounting, reporting, and controls functions as CAO |
| The Western Union Company | VP Financial Reporting, Governance & Consolidations; Chief of Staff to CEO | 2010–2018 | Senior leadership in financial reporting and governance; executive office support |
| KPMG LLP | Audit Practice | 2003–2010 | External audit experience across industries |
| Consulting (various clients) | Financial & Accounting Consultant | 2020–2022 | Advisory on finance and accounting to multiple industries |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Component | 2022 |
|---|---|
| Base Salary ($) | $275,000 |
| STIP Target ($) | $150,000 (pro-rated from start date; pro-rated portion guaranteed at 100% target for 2022) |
| Equity Award at Start ($ grant date fair value) | $80,000 (50% RSUs, 50% stock options) |
Notes: Participation in health, retirement, and severance programs on the same terms as similarly-situated senior executives .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Design |
|---|---|---|---|---|---|
| Adjusted EBITDA (STIP) | 70% | Quarterly goals aligned to annual plan; targets not disclosed | Not disclosed by metric | 125.3% of target for 2024 STIP (Continuing NEOs; company-wide measurement) | Quarterly payouts with annual true-up; quarterly cap (100% in 2024 design) and annual funding trigger on cumulative Adjusted EBITDA |
| Net Sales (STIP) | 30% | Quarterly goals aligned to annual plan; targets not disclosed | Not disclosed by metric | Included in 125.3% result; strong Net Sales performance cited | Same STIP structure; straight-line interpolation threshold→target→max |
| LTIP – RSUs | 67% of annual LTIP target (program-level 2024) | Time-based vesting (33.4%/33.3%/33.3%) | n/a | n/a | Ratable vesting over 3 years; acceleration upon death, disability, retirement or change in control |
| LTIP – Performance Cash | 33% of annual LTIP target (program-level 2024) | Relative TSR vs. Russell 2000 at P50 and Cumulative Free Cash Flow targets (two-year period ending 12/31/2025) | n/a (targets for Cumulative FCF established in 2025 for accounting) | n/a | Cash-settled, performance-based; accounting grant date in 2025 due to target timing |
Observations: CPI moved LTIP mix from options to performance cash in 2024 to increase pay-for-performance alignment beyond stock price alone .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Recent Grants (Form 4) | 06/30/2025: 750 RSUs (100% vest on 06/30/2027); 750 PSUs (performance stock units; expiration 06/30/2027) |
| Additional filings | 05/16/2025 and 06/03/2025 Form 4 filings; August 29, 2025 filing notes shares withheld for taxes on RSU vesting (issuer withholding) |
| Stock Ownership Guidelines | Executives must hold ≥2× base salary in shares/equivalents within 5 years of appointment; Directors 5× cash retainer; CEO 5× base salary |
| Hedging/Pledging | Insider Trading Policy prohibits hedging, short sales, publicly traded options, margin sales, pledges, and standing limit orders |
| Clawback | Revised clawback adopted October 9, 2023; recovers incentive comp (incl. TSR and stock price) over prior 3 fiscal years upon restatement; recovery regardless of culpability; no indemnification allowed |
| Section 16 compliance | Company indicates executive officers’ filings timely for FY2023; FY2024 timely except one Tricor Fund report (affiliated stockholders) |
Employment Terms
- Appointment and Offer Letter: Appointed CAO effective March 31, 2022; offer letter dated March 25, 2022 included $275,000 base salary, $150,000 STIP target (pro-rated and guaranteed at 100% of target for 2022), and $80,000 start equity award (50% RSUs, 50% options). Participation in health, retirement, and severance programs on the same terms as similarly-situated senior executives .
- LTIP acceleration: Equity awards generally accelerate upon death, disability, retirement, or in connection with a change in control (company-wide LTIP terms) .
- Non-compete/Non-solicit: Not specifically disclosed for Ms. Carmignani in available filings; CEO-level restrictive covenants disclosed separately (illustrative of company practice) .
Investment Implications
- Pay-for-performance alignment: STIP construction and 2024 LTIP shift to performance cash tied to Relative TSR and Cumulative Free Cash Flow enhance linkage of incentives to shareholder value drivers and operating cash generation .
- Retention and selling pressure: 2025 RSU grant vests 100% in mid-2027, creating near-to-medium-term retention incentive; Form 4 evidence of issuer tax withholding on RSU vesting suggests mechanical share reductions rather than discretionary selling. PSU grant through 2027 adds performance-contingent exposure, moderating immediate selling pressure .
- Governance safeguards: Prohibitions on hedging/pledging, robust clawback policy, and stock ownership guidelines (2× salary within 5 years) reduce misalignment and risk of adverse trading behaviors .
- Performance backdrop: 2024 company-level performance delivered modest Adjusted EBITDA growth (+2.7%) and strong STIP payouts for continuing NEOs (125.3% of target), while Net Income decreased, underscoring focus on profitability quality and cash metrics embedded in LTIP changes .