John Lowe
About John Lowe
John Lowe, 48, was appointed President, Chief Executive Officer, and Director in January 2024 after serving as EVP End-to-End Payment Solutions, SVP & GM Secure Card, and previously as CFO; he holds a B.S. in Accounting and Finance from Virginia Tech and earlier worked at SquareTwo Financial (which filed for Chapter 11 in March 2017) and Deloitte . In 2024, PMTS delivered Total Net Sales of $480.6M (+8.1% YoY), Adjusted EBITDA of $91.9M (+2.7% YoY), and Net Income of $19.5M (-18.6% YoY due to debt refinancing costs), with shareholder support for pay practices reflected in ~97.5% say‑on‑pay approval; the pay‑versus‑performance table shows a $100 investment valued at $161 at year-end 2024 and Net Income of $19,521K . The Board separates Chair and CEO roles, with an independent Chair providing oversight while Lowe focuses on strategy execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CPI Card Group Inc. | President & CEO; Director | Jan 2024–Present | Internal succession to drive continuity and expansion into adjacent markets and digital solutions . |
| CPI Card Group Inc. | EVP, End‑to‑End Payment Solutions | Dec 2022–Jan 2024 | Responsible for a significant majority of revenues and operations . |
| CPI Card Group Inc. | SVP & GM, Secure Card | Oct 2021–Dec 2022 | Led secure card portfolio operations and growth . |
| CPI Card Group Inc. | Chief Financial Officer | Jul 2018–Oct 2021 | Strengthened finance, investor relations, and operations capabilities . |
| SquareTwo Financial Corporation | Chief Financial Officer | Aug 2014–Jun 2017 | Finance leadership; company filed Chapter 11 in March 2017 amid strategic sale, a historical risk context . |
| SquareTwo Financial Corporation | Treasurer; VP Finance; VP External Reporting | 2009–2014 | Built financial reporting and treasury functions . |
| Deloitte | Capital Markets & Audit (early career) | N/D | Foundational accounting/audit expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed in the proxy . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $625,000 | Increased 25% over 2023 upon promotion to CEO . |
| Salary Paid (2024 SCT) | $621,154 | Reflects partial-year timing after promotion. |
| Target Bonus % | 100% of base | Annual STIP opportunity. |
| Target STIP $ | $625,000 | CEO target set by Compensation Committee. |
| Non‑Equity Incentive (Actual) | $783,125 | STIP payout based on corporate performance. |
Performance Compensation
Short‑Term Incentive Plan (STIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Schedule |
|---|---|---|---|---|---|
| Adjusted EBITDA (non‑GAAP per plan definition) | 70% | Not disclosed | Not disclosed | Included in $783,125 total | Quarterly payouts with cap and annual true‑up . |
| Net Sales (Total Net Sales) | 30% | Not disclosed | Not disclosed | Included in $783,125 total | Corporate‑wide measurement; quarterly with annual true‑up . |
Long‑Term Incentive Plan (LTIP) – Design Shift in 2024
| Vehicle | Weight | Grant/Target | Vesting/Performance | Notes |
|---|---|---|---|---|
| RSUs (annual) | 67% of annual target | Granted quarterly | Vest ratably over 3 years starting 1st anniversary | Shift away from options toward performance‑linked awards . |
| Performance Cash (annual) | 33% of annual target | CEO target $660,000 | Two‑year period (1/1/2024–12/31/2025); paid 2026; contingent on Relative TSR vs Russell 2000 (P50) and Cumulative FCF | Considered stock‑based under ASC 718; excluded from 2024 SCT, to be reflected in 2025 SCT . |
| Promotional RSUs (CEO) | — | 40,000 shares | Vest in full at 4th anniversary of grant | Granted in connection with CEO promotion. |
| Promotional PSUs (CEO) | — | 60,000 shares | Earned in three tranches at stock price hurdles of $35, $50, $65, each for 90 consecutive trading days, over 5‑year performance period; employment through 4‑year anniversary required | Stock‑price‑based hurdles tighten alignment with shareholder returns. |
| Options | — | None in 2024 SCT | — | Prior LTIP mix (pre‑2024): 75% RSUs, 25% options, 2‑year vest . |
Pay‑Versus‑Performance (PEO and NEOs)
| Year | Lowe Summary Compensation ($) | Lowe Compensation Actually Paid ($) | Value of $100 Investment ($) | Net Income ($000s) |
|---|---|---|---|---|
| 2024 | 4,545,499 | 6,422,375 | 161 | 19,521 |
Equity Ownership & Alignment
| Measure | Value | Details |
|---|---|---|
| Total Beneficial Ownership | 118,040 shares | 1.0% of outstanding as of April 4, 2025 . |
| Components | 86,171 Options; 5,588 RSUs | As reported in beneficial ownership footnote . |
| Ownership Guidelines | CEO: 5x base salary; Directors: 5x cash retainer | 5‑year compliance window from appointment . |
| Hedging/Pledging | Prohibited (short sales, options, hedging/monetization, margin sales, pledges, standing limit orders) | Insider Trading Policy prohibits hedging/pledging . |
| Clawback | 3‑year lookback for restatements; applies to TSR/stock‑price‑based incentives; no indemnification for clawback losses | Adopted Oct 9, 2023 . |
Employment Terms
- Agreement: Employment and Non‑Competition Agreement effective Jan 25, 2024; initial term through Feb 28, 2029; auto‑renews in one‑year increments .
- Annual Compensation Eligibility: Base salary $625,000; target annual bonus 100% of base; annual Omnibus Plan grants targeted at ≥$2,000,000 grant date value .
- Severance (Qualifying Termination: death/disability, without cause, or good reason): 1.5x base + target bonus; pro‑rated bonus based on actual performance; up to 18 months COBRA reimbursement; six months outplacement (except death/disability) .
- Change in Control (Double Trigger within 24 months or CIC within 6 months after QT): 2.0x base + target bonus; pro‑rated bonus; up to 24 months COBRA reimbursement; six months outplacement; equity awards vest in full at target; PSUs vest only if stock price hurdles achieved by CIC .
- Non‑Compete/Non‑Solicit: 18 months post‑termination .
- Legal Fee Reimbursement: Up to $25,000 for employment agreement negotiation .
Board Governance
- Independence and Dual Role: Lowe serves as CEO and Director and is not independent; Board maintains separate independent Chair role (Sandy Riley) to ensure oversight .
- Committee Memberships: Lowe does not serve on Audit, Compensation, or Nominating committees; current committee composition excludes management with independent chairs/members .
- Board Activity and Attendance: Board held 10 meetings in 2024; all directors attended at least 75% of Board/committee meetings; non‑employee directors meet regularly in executive session led by the Chair .
- Director Compensation: Employees receive no additional pay for Board service; non‑employee program includes $100,000 cash retainer, $100,000 equity (RSUs), plus $50,000 for Chair and $15,000/$7,500 for committee chair/member—Lowe received no director compensation in 2024 .
Performance & Track Record
- 2024 Business Highlights: Total Net Sales $480.6M (+8.1% YoY), Adjusted EBITDA $91.9M (+2.7% YoY), Net Income $19.5M (-18.6% YoY) driven by debt refinancing costs; strong Prepaid segment and contactless card/personalization growth in Debit & Credit .
- Compensation Structure Alignment: 2024 LTIP redesign shifted away from options to performance cash tied to Relative TSR and Cumulative FCF, plus RSUs, with CEO promotional PSUs focused on sustained stock‑price hurdles .
Compensation Structure Analysis
- Mix Shift: Transition from prior RSU/Option mix (75%/25%) to RSUs (67%) and Performance Cash (33%) increases performance linkage beyond stock price alone .
- At‑Risk Pay Emphasis: Significant portion of CEO pay tied to STIP (Adjusted EBITDA/Net Sales) and LTIP (Relative TSR and FCF), plus stock‑price PSUs; no executive perquisites or excise tax gross‑ups; hedging/pledging prohibited .
- Say‑on‑Pay Support: ~97.5% approval at 2024 annual meeting, indicating investor alignment with program design .
Director Compensation (for context)
| Element | Value |
|---|---|
| Annual Cash Retainer (non‑employee directors) | $100,000 |
| Annual Equity Award (RSUs) | $100,000 |
| Chair of the Board Cash Fee | $50,000 |
| Committee Chair Cash Fee | $15,000 |
| Committee Member Cash Fee | $7,500 |
| Employee Directors (e.g., Lowe) | No additional director pay |
Equity Ownership & Beneficial Ownership Detail
| Holder | Shares | % of Common Stock | Notes |
|---|---|---|---|
| John Lowe | 118,040 | 1.0% | Includes 86,171 Options and 5,588 RSUs . |
Risk Indicators & Red Flags
- Pledging/Hedging: Explicitly prohibited by Insider Trading Policy, reducing misalignment risk .
- Clawback: Covers TSR/stock‑price‑based incentive awards upon restatement; recovery regardless of culpability .
- Related Party Governance: Tricor Funds have registration and director nomination rights; share repurchases from Tricor in 2024 were approved by the Audit Committee and within program authorization .
- Historical Context: Prior employer SquareTwo Financial went through Chapter 11 in 2017; not directly a PMTS risk but relevant to background .
Equity Awards Detail (CEO Promotion)
| Award Type | Shares/Target | Performance/Condition | Vesting |
|---|---|---|---|
| RSUs (Promotional) | 40,000 | Time‑based | 100% at 4 years |
| PSUs (Promotional) | 60,000 | Stock Price Hurdles at $35, $50, $65 achieved for 90 consecutive trading days within 5‑year period; vesting requires service through 4‑year anniversary | In equal thirds upon hurdle achievement |
| Performance Cash (Annual) | $660,000 target | Relative TSR P50 vs Russell 2000 and Cumulative FCF (FY2024–2025) | Paid 2026 if metrics achieved |
Employment Terms Summary
| Term | Provision |
|---|---|
| Term Length | 1/25/2024–2/28/2029, auto‑renew annually |
| Severance (no CIC) | 1.5× base + target bonus; pro‑rata bonus; up to 18 months COBRA; 6 months outplacement |
| Severance (CIC double trigger) | 2.0× base + target bonus; pro‑rata bonus; up to 24 months COBRA; 6 months outplacement; full equity vest at target (PSUs require hurdles met by CIC) |
| Restrictive Covenants | 18‑month non‑compete and non‑solicit |
| Legal Fees | Up to $25,000 reimbursed for agreement negotiation |
Investment Implications
- Pay‑for‑performance alignment: STIP ties near‑term cash to Adjusted EBITDA/Net Sales while LTIP links two‑year awards to Relative TSR and Cumulative FCF, and promotional PSUs require sustained stock‑price thresholds—supporting value creation focus and discouraging short‑termism .
- Retention and selling pressure: Four‑year cliff RSUs and 90‑day price hurdles for PSUs create retention hooks; potential future supply from PSU vesting if price triggers are met, but hedging/pledging prohibitions reduce adverse alignment risks .
- Change‑of‑control economics: 2.0x cash severance and full equity vesting at target on double trigger (with PSU hurdle caveat) imply standard market protections; not overly onerous but meaningful in M&A scenarios .
- Ownership alignment: Beneficial ownership at ~1% with options/RSUs exposure and 5x salary ownership guideline requirement within five years supports skin‑in‑the‑game, though compliance status is not disclosed .