Lisa Oleson
About Lisa Oleson
Lisa Oleson, 45, is an independent director of CPI Card Group Inc. (PMTS) who joined the Board in May 2024. She is Chief Financial Officer at Tricor Pacific Capital Inc. (since 2016), is a Chartered Professional Accountant in British Columbia, and holds a Bachelor of Business Administration (Honours) from Laurentian University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tricor Pacific Capital Inc. | Chief Financial Officer | 2016–present | Finance leadership across control investments, real estate, and land development |
| Various prior roles | Senior finance roles in financial services, recycling, franchising, heavy equipment | Pre-2016 (not individually enumerated) | Diverse operating and finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dinoflex Group LP | Director | Jul 2022–Jan 2025 | Manufacturer of premium recycled rubber flooring; North America distribution |
Board Governance
- Independence: The Board affirmed Oleson is independent under Nasdaq rules; not a management director .
- Committee assignments: Member, Nominating & Corporate Governance Committee; not a chair .
- Attendance: In FY2024 the Board met 10 times and each director attended at least 75% of Board/committee meetings held while serving; directors are expected to attend all Board meetings and are encouraged to attend the annual meeting (seven directors and one nominee attended in 2024) .
- Executive sessions: Non‑employee directors meet regularly without management, chaired by the independent Board Chair (H. Sanford Riley) .
- Term/refresh: Directors stand for annual election; Oleson is nominated for a one‑year term ending at the 2026 annual meeting .
Fixed Compensation
| Component | Policy Value | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Increased by $50,000 effective Jan 1, 2024 |
| Chairman of Board Fee | $50,000 | Additional cash fee |
| Committee Chair Fee | $15,000 | Per chair role |
| Committee Member Fee | $7,500 | Per committee membership |
| Annual Equity Award (RSUs) | $100,000 grant‑date value | Stock‑settled RSUs vest on first anniversary |
Director‑specific 2024 actuals:
| Name | Cash Fees (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Lisa Oleson | $66,667 | $84,414 | $151,081 |
- Proration: Oleson’s 2024 fees and RSUs were prorated for partial‑year service .
Performance Compensation
| Award Type | Grant Cadence | Vesting Schedule | Deferral Option | 2024 Detail (Oleson) |
|---|---|---|---|---|
| Director RSUs | Quarterly | Each RSU vests one year from grant | Directors may elect RSUs to convert to DSUs upon vest and settle at separation | $84,414 grant‑date fair value in 2024 |
PMTS does not tie director equity to operating performance; non‑employee director RSUs are time‑based (no options or PSUs for directors) .
Other Directorships & Interlocks
- Large shareholder nomination rights: Tricor Pacific Capital Partners (Fund IV) LP and Tricor Pacific Capital Partners (Fund IV) US, LP (the “Tricor Funds”) have rights to designate director nominees while owning ≥5% under a Director Nomination Agreement; their designees may participate on committees if ownership ≥10% (subject to rules) .
- Tricor designation of Oleson: The Tricor Funds designated Lisa Oleson as a Board nominee in 2024 .
- Tricor ownership: As of April 4, 2025, Tricor Funds beneficially owned 26.8% and 15.8% of PMTS common stock, respectively (managed by Parallel49 Equity, ULC) .
Potential conflict signals:
- Share repurchases from Tricor: PMTS executed related‑party share repurchase agreements with Tricor Pacific Capital Partners (Fund IV) US, LP in April and July 2024 (priced at 98% of VWAP paid in open market), approved by the Audit Committee; transactions were within a $20M buyback authorization .
- Governance mitigation: PMTS maintains a written related‑party transactions policy requiring Audit Committee review and approval, with specific independence and arm’s‑length considerations .
Expertise & Qualifications
- CPA (British Columbia), BBA (Honours), Laurentian University; strong finance and accounting skills with diverse operating experience across sectors .
- Committee oversight experience on Nominating & Corporate Governance; the committee oversees governance policies and ESG disclosures .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Lisa Oleson | 1,652 | * (<1%) | Includes 1,067 RSUs |
| Outstanding RSUs (as of 12/31/2024) | 2,900 | — | Oleson held 2,900 unvested RSUs; directors had no other equity awards outstanding |
Ownership alignment policies:
- Stock ownership guidelines: Directors must hold ≥5× the cash portion of annual retainer within five years of appointment .
- Hedging/pledging: Insider Trading Policy prohibits hedging, pledging, short sales, and related monetization transactions by directors .
Governance Assessment
- Independence and committee role: Oleson is independent and serves on the Nominating & Corporate Governance Committee, which oversees board composition, governance documents, and ESG reporting—supportive of board effectiveness and governance quality .
- Attendance and engagement: The Board’s 2024 cadence (10 meetings) with ≥75% attendance by all directors and regular executive sessions indicates active oversight; Oleson joined mid‑year and is subject to the same attendance expectations .
- Compensation alignment: Director pay is a balanced cash/equity mix; RSUs vest after one year, with optional deferral (DSUs) to strengthen long‑term alignment; Oleson’s 2024 compensation was prorated, consistent with policy .
- Conflicts risk and controls: Oleson’s Tricor designation and Tricor’s substantial ownership/nomination rights raise potential influence concerns; however, PMTS maintains related‑party transaction controls and Audit Committee approvals (e.g., 2024 Tricor share repurchases), and the Board affirms director independence under Nasdaq standards .
- Ownership alignment and restrictions: Oleson’s equity holdings (including RSUs) and stock ownership guidelines, combined with prohibitions on hedging/pledging, support alignment with shareholder interests .
RED FLAGS to monitor: Concentrated shareholder influence via Tricor nomination and committee participation rights ; recurring related‑party share repurchases with Tricor entities, albeit Audit Committee‑approved . Continuous assessment of independence and transaction terms helps mitigate confidence risk .