Marc Sheinbaum
About Marc Sheinbaum
Marc Sheinbaum, 67, is an independent director of CPI Card Group (PMTS) who has served on the Board since November 2019. He is Chair of the Audit Committee, a member of both the Compensation and Nominating committees, and has been designated an “audit committee financial expert”; his background spans payments and consumer financial services, including prior CEO experience. He holds a B.S. in Management Science from SUNY Albany and an MBA from NYU.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Higher One Holdings (NYSE: ONE) | President, CEO and Director | Apr 2014 – Aug 2016 | Led a payments technology provider to higher education; public company leadership experience |
| JPMorgan Chase & Co. (NYSE: JPM) | SVP and CEO, Retail, Auto and Education Finance | Feb 2007 – Mar 2013 | Large-scale consumer finance operating leadership |
| GE Capital; American Express; Coopers & Lybrand Management Consulting | Various roles (earlier career) | Not disclosed | Foundational experience across financial services and consulting |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed in the proxy | — | — | — |
Board Governance
- Independence and service: The Board affirmed Sheinbaum is independent under Nasdaq rules; he is nominated for re-election among eight director nominees.
- Committee assignments: Sheinbaum chairs the Audit Committee and serves on the Compensation and Nominating Committees; he is designated an “audit committee financial expert.”
- Meetings and attendance: In FY2024, the Board held 10 meetings; each director attended at least 75% of the Board and applicable committee meetings. Audit (8), Compensation (9), and Nominating (7) meetings were held in 2024.
- Executive sessions and leadership: Non-employee directors meet regularly in executive session, presided over by the independent Board Chair.
- Risk oversight: The Audit Committee oversees enterprise risk, financial/compliance risks, information security, and ethics reporting; committee chairs report to the full Board.
Fixed Compensation
| Element | Amount | Detail |
|---|---|---|
| Annual cash retainer (2024) | $100,000 | Cash retainer increased by $50,000 effective Jan 1, 2024 (program unchanged otherwise). |
| Committee Chair fee | $15,000 | Audit Committee Chair fee per program schedule. |
| Committee member fees | $15,000 | Two committee memberships (Compensation and Nominating) at $7,500 each. |
| Total cash paid to Sheinbaum (2024) | $130,000 | Matches reported “Fees Earned or Paid in Cash.” |
Compensation structure notes: Non-employee director program is a mix of cash retainers and equity RSUs with one-year vesting; Board Chair cash fee increased to $50,000 effective Jan 1, 2024 (not applicable to Sheinbaum).
Performance Compensation
| Grant Type | 2024 Grant-Date Fair Value | Vesting | Grant Cadence | Deferral Feature |
|---|---|---|---|---|
| Time-based RSUs (director equity) | $110,275 | RSUs vest on the first anniversary of grant date | Granted quarterly | Directors may elect RSUs to convert to DSUs upon vest (settled at separation) (effective Jan 1, 2024) |
| Performance Metrics for Director Equity | Disclosure |
|---|---|
| None (time-based only) | The program provides time-based RSUs; no performance metrics apply to director equity awards. |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards (Sheinbaum) | None disclosed in proxy. |
| Compensation Committee interlocks | None; no members served as officers of the Company and no related-party interlocks disclosed. |
Expertise & Qualifications
- Payments/consumer finance and public company leadership; prior CEO of Higher One and senior operating leadership at JPMorgan.
- Audit Committee Financial Expert designation under Item 407(d)(5) of Regulation S-K.
- Education: B.S. (SUNY Albany), MBA (NYU).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Components | Notes |
|---|---|---|---|---|
| Marc Sheinbaum | 15,603 | <1% | Includes 1,448 DSUs and 1,067 RSUs | Based on 11,281,489 shares outstanding as of Apr 4, 2025. |
| RSUs outstanding (12/31/2024) | 4,348 | — | Time-based director RSUs outstanding | Applies to each non-employee director as listed (incl. Sheinbaum). |
- Stock ownership guidelines: Directors must hold shares equal to 5x the cash portion of the annual retainer within five years of appointment.
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, publicly traded options, margin sales, pledges of collateral, and standing limit orders for directors and officers.
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company reports timely filings for FY2024 for directors/officers, except one late filing by affiliated Tricor funds; no individual exceptions identified for Sheinbaum. |
| Form 4 transaction detail | Not provided in the proxy; refer to individual Form 4 filings for transaction-level data. |
Related-Party Exposure and Conflicts
- Related-party policy: All related-party transactions >$120,000 require Audit Committee review/approval, considering independence and third-party comparability.
- Control shareholder influence: Tricor Funds hold significant stakes and have board/committee designation rights via a Director Nomination Agreement while ownership thresholds are met.
- Transactions with Tricor: Company repurchased shares from a Tricor fund in 2024 at 98% of VWAP under pre-arranged formulas; the Audit Committee approved these agreements.
Compensation Committee Practices (Context)
- Compensation Committee is independent, met nine times in 2024, and engages an independent consultant (WTW) with no conflicts identified; oversees risks in compensation policies.
Governance Assessment
- Strengths: Independent director with deep payments/consumer finance expertise; Audit Chair with “financial expert” designation; active committee structure with regular meetings; robust insider trading prohibitions; director equity aligns incentives; ownership guidelines at 5x cash retainer; active risk oversight including cybersecurity.
- Areas to monitor: Control shareholder rights (board/committee designation) and related-party repurchases necessitate vigilant Audit Committee oversight; ensure continued independence and fair dealing given Tricor arrangements.
- Attendance/engagement: Board and committee activity levels are high; directors (including Sheinbaum) met the baseline ≥75% attendance threshold in 2024.
RED FLAGS: None specific to Sheinbaum disclosed (no interlocks, no pledging/hedging permitted). Board influence by a significant shareholder and related-party share repurchases are governance considerations—mitigated by the company’s related-party policy and Audit Committee approval process.