Ernesto Boada
About Ernesto Boada
CIO of CPI Card Group (PMTS), appointed October 2024; age 53; B.S. Engineering (Universidad de los Andes, Bogotá) and MBA (George Washington University) . Prior roles include Workday SVP Business Technology & Interim CIO (2021–2023) and Western Union CTO (2018–2021); he co‑founded Sunny Day Fund Solutions and led product/technology modernization there . Company performance around his arrival: Q3’24 net sales +18% YoY to $124.8M and Adjusted EBITDA +18% to $25.1M; FY24 outlook raised to mid‑to‑high single‑digit net sales growth and low single‑digit Adjusted EBITDA growth . Pay-vs-Performance disclosure shows value of a $100 initial investment at 161 as of 2024 (company TSR construct, not individual) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sunny Day Fund Solutions Inc. | Co‑Founder & CTO | 2023–2024 | Directed product and technology; drove fintech platform modernization |
| Workday (NASDAQ: WDAY) | SVP Business Technology & Interim CIO | 2021–2023 | Led enterprise technology; interim CIO oversight |
| Western Union | Chief Technology Officer | 2018–2021 | Enterprise technology leadership at global payments firm |
| Visa; Intuit; Accenture | Leadership roles | N/A | Various leadership responsibilities in tech and payments |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coink | Director | Current | Current public statement of service |
| Sunny Day Fund | Director | Prior | Prior board service |
| Western Union Foundation | Director | Prior | Prior board service |
Education: B.S. Engineering (Universidad de los Andes); MBA (George Washington University)
Appointment at PMTS: CIO in October 2024 .
Fixed Compensation
| Element | Detail | Notes |
|---|---|---|
| Base Salary | Not disclosed | Boada was not a 2024 NEO; proxy provides NEO detail, not all executives . |
| Short‑Term Incentive (STIP) | Quarterly cash; 70% Adjusted EBITDA, 30% Net Sales | 2024 STIP payout for Continuing NEOs was 125.3% of target; Boada‑specific payout not disclosed . |
| Long‑Term Incentive (LTIP) – 2024 design | RSUs (67% of target) + Performance Cash (33% of target) | RSUs vest annually over 3 years; Performance Cash has a 2‑year performance period (1/1/2024–12/31/2025) . |
Notes: 2024 LTIP mix was modified away from options to emphasize performance-based awards (Relative TSR vs Russell 2000 and Cumulative Free Cash Flow); RSU weight reduced from 75% to 67% vs prior years . CEO received additional one‑time RSU/PSU awards unrelated to Boada .
Performance Compensation
| Plan/Grant | Metric(s) | Weighting | Target | Actual/Status | Payout/Vesting |
|---|---|---|---|---|---|
| 2024 STIP (quarterly cash) | Adjusted EBITDA | 70% | Not disclosed | Company performance led to 125.3% payout for Continuing NEOs | Paid quarterly; Boada-specific payout not disclosed . |
| 2024 STIP (quarterly cash) | Net Sales | 30% | Not disclosed | Included in 125.3% aggregate outcome | See above . |
| 2024 LTIP – RSUs | Time-based | 67% of target LTIP | N/A | Granted quarterly in 2024 to select executives (NEOs included) | Ratable vesting on 1st/2nd/3rd anniversaries . |
| 2024 LTIP – Performance Cash | Relative TSR vs Russell 2000; Cumulative Free Cash Flow | 33% of target LTIP | Targets established by committee | 2-year period ends 12/31/2025; expected payment 2026 if achieved | Cash-settled; ASC 718 stock-based; value reflected in 2025 SCT due to FCF target timing . |
The company eliminated options from the 2024 LTIP mix for executives in favor of performance-linked compensation, increasing alignment with financial/market metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Boada; 2025 proxy ownership table lists directors and NEOs (Boada not included) . |
| Ownership guidelines | Executives must hold ≥2× base salary in shares/units within 5 years; CEO 5×; directors 5× cash retainer . |
| Hedging/pledging | Prohibited for officers/directors (includes short sales, options, hedges, margin, pledging, standing limit orders) . |
| Clawback | 3‑year recoupment for erroneously awarded incentive comp tied to financial measures (incl. stock price/TSR); no indemnification allowed . |
Alignment view: Anti‑hedging/pledging and ownership guidelines structurally align incentives; Boada’s current personal ownership and guideline status are not disclosed in the proxy .
Employment Terms
| Provision | Company framework applicable to executives without individual agreements |
|---|---|
| Severance (no CIC) | 1.0× base salary + target bonus; continued medical/dental/vision at active rates for the greater of severance period or COBRA eligibility; up to 6 months outplacement (discretionary) . |
| Severance (within 24 months post‑CIC) | 1.5× base salary + target bonus; same benefit continuation and potential outplacement (CEO uses 2.0× under CEO agreement, not applicable to CIO) . |
| Notes | These Executive Severance Guidelines apply to executive officers/NEOs without separate agreements; the proxy discloses no CIO‑specific employment agreement for Boada . |
Performance & Track Record
- Technology leadership in payments and enterprise software: led modernization at Sunny Day Fund Solutions; prior enterprise technology leadership at Workday (SVP Business Technology & Interim CIO) and Western Union (CTO) .
- Company operating momentum around his start: Q3’24 net sales +18% YoY to $124.8M; Adjusted EBITDA +18% to $25.1M; FY24 outlook raised (net sales: mid‑to‑high single‑digit; Adj. EBITDA: low single‑digit) .
- Capital structure actions (context): 2024 refinancing to 10% Sr Secured Notes due 2029, new $75M ABL; one majority stockholder secondary offering closed Oct 2, 2024 (company no proceeds) .
Compensation Committee Analysis
- Independent consultant: WTW advises the Compensation Committee; confirmed independent .
- Peer group (for benchmarking CEO/CFO; general industry survey data for others): Axcelis Technologies; Badger Meter; CompoSecure; CTS; Ennis; EVERTEC; FormFactor; International Money Express; MeridianLink; Mirion Technologies; Qualys; Repay Holdings; Veeco Instruments; Verra Mobility; Vishay Precision Group .
- Governance highlights: no executive perquisites; no excise tax gross‑ups; no uncapped plans; prohibits option repricing; annual say‑on‑pay .
- Say‑on‑pay support: ~97.5% approval at 2024 AGM .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces alignment risk) .
- Robust clawback policy tied to restatements and market‑based metrics (recoupment regardless of fault) .
- Executive Severance Guidelines use standard multiples; no single‑trigger CIC cash severance (company-wide practice) .
- No perquisites or tax gross‑ups disclosed for executives (shareholder‑friendly) .
- No Boada‑specific related‑party transactions, pledging, or insider trading data disclosed in the proxy; beneficial ownership not listed for Boada .
Investment Implications
- Pay-for-performance alignment is improving: 2024 LTIP shifts from options to performance-linked RSUs and cash tied to Relative TSR and Cumulative FCF, supporting higher sensitivity of realized pay to results; anti‑hedging/pledging and clawback further align incentives .
- Retention risk appears moderate: Executive Severance Guidelines provide market-standard protections (1.0×/1.5× multiples) that lower flight risk without overpaying; no Boada‑specific CIC acceleration disclosed (CEO has separate terms) .
- Insider selling pressure from the officer is not indicated in proxy disclosures; majority stockholder liquidity events occurred in late 2024 but did not involve company share issuance (signal for float/liquidity, not CIO‑driven) .
- Execution upside: Boada’s prior large‑scale fintech and enterprise SaaS leadership aligns with CPI’s stated growth in digital solutions and adjacent markets; near-term operating momentum (net sales and Adjusted EBITDA growth) provides a platform for technology-led initiatives under his CIO remit .
Important disclosure context: Boada joined in Oct 2024 and was not a 2024 Named Executive Officer; individual salary, bonus, equity grants, and beneficial ownership for Boada are not itemized in the 2025 proxy. Company-wide incentive structures, policies, and peer benchmarking are disclosed and likely govern his compensation and alignment .