Nicholas Peters
About Nicholas Peters
Nicholas Peters, 52, has served on CPI Card Group Inc.’s Board since 2007. He is Managing Member at EXI Investment Partners (since Jan 2020) and Managing Director (since 2002) and Chief Financial Officer (since 2012) at Parallel49 Equity (formerly Tricor Pacific Capital). He previously was a Senior Manager at Arthur Andersen. Peters holds a B.S. in Business Administration from the University of Dayton and is a CPA (inactive), affiliated with the AICPA and the Ohio Society of CPAs .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| EXI Investment Partners | Managing Member | Jan 2020–present | Private investment firm; control investments in lower middle market |
| Parallel49 Equity (formerly Tricor Pacific Capital) | Managing Director | 2002–present | Private equity; CFO since 2012 |
| Parallel49 Equity (formerly Tricor Pacific Capital) | Chief Financial Officer | 2012–present | Finance leadership at PE sponsor |
| Arthur Andersen LLP | Senior Manager | Prior to 2002 | Public accounting background |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Various EXI Investment Partners portfolio companies | Director | Private | Serves on boards of several portfolio companies |
| Various Parallel49 Equity portfolio companies | Director | Private | Serves on boards of several portfolio companies |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Peters is independent under applicable market rules |
| Committees | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Audit Financial Expert | Not designated; Audit Chair is Marc Sheinbaum (audit committee financial expert) |
| Board/Committee Meetings (2024) | Board: 10; Audit: 8; Compensation: 9; Nominating: 7 |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024 |
| Board Leadership | Independent Chair: H. Sanford Riley; CEO separate from Chair |
| Executive Sessions | Non‑employee directors meet regularly without management, chaired by the Board Chair |
| Say‑on‑Pay (2024) | 97.5% approval of NEO pay at 2024 annual meeting |
Fixed Compensation (Director)
| Component | 2024 Program | Peters – 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $100,000 (increased by $50,000 effective Jan 1, 2024) | Included in cash total |
| Committee Chair Fee | $15,000 (per chair role) | $15,000 (Compensation Chair) |
| Committee Member Fee | $7,500 (per committee) | $7,500 (Nominating member) |
| Chairman of the Board Fee | $50,000 (not applicable to Peters) | — |
| Cash Paid (Fees Earned) | Paid quarterly; prorated as applicable | $122,500 (cash) |
Performance Compensation (Director Equity)
| Element | 2024 Structure | Peters – 2024 Detail |
|---|---|---|
| Annual Equity Award | $100,000 in stock-settled RSUs; granted quarterly; each RSU vests one year from grant | Stock awards (grant-date fair value): $110,275 |
| Deferral | Directors may elect to defer RSUs into DSUs until separation | DSU election available; see ownership for DSUs |
| Outstanding RSUs (12/31/2024) | Directors’ outstanding RSUs disclosed | Peters: 4,348 RSUs outstanding as of 12/31/2024 |
| Performance Metrics | None disclosed for director equity (time-based RSUs) | None disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Peters |
| Designation rights | Tricor Funds have director nomination rights; Tricor designated Peters (and others) to the Board |
| Interlocks | Compensation Committee interlocks: none; no insider participation |
Expertise & Qualifications
- Finance/accounting/capital markets expertise; CPA (inactive)
- Private equity oversight; board service at PE portfolio companies
- Academic credentials: B.S. Business Administration (University of Dayton)
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Nicholas Peters | 41,724 | <1% | Includes 1,448 DSUs and 1,067 RSUs (as of Apr 4, 2025) |
| Tricor Pacific Capital Partners (Fund IV), LP | 3,027,160 | 26.8% | Managed by Parallel49 Equity; investment committee named in filing |
| Tricor Pacific Capital Partners (Fund IV) US, LP | 1,786,817 | 15.8% | Managed by Parallel49 Equity |
| Director RSUs outstanding (Peters) | 4,348 | — | RSUs outstanding as of 12/31/2024 (separate disclosure) |
Additional alignment policies:
- Stock ownership guidelines: Directors must hold equity equal to 5x the cash portion of the annual retainer within 5 years; compliance status for individual directors not disclosed .
- Hedging/pledging: Officers and directors are prohibited from hedging and pledging of Company stock; short sales and options trading also prohibited .
Related Party Exposure and Conflicts
- Director Nomination Agreement: Tricor Funds retain rights to designate Board nominees proportional to ownership while ≥5% ownership; ≥10% confers committee participation rights subject to rules .
- Repurchase Agreements with Tricor Fund: CPI entered into agreements to repurchase Tricor-held shares at 98% of the VWAP paid for open-market repurchases during specified periods, up to an aggregate 650,000 shares; transactions occurred Apr 5, 2024 and Jul 3, 2024; approved by the Audit Committee .
- Independence determination: Despite his Parallel49/Tricor affiliations, the Board determined Peters is independent under market rules .
Governance Assessment
Strengths
- Compensation Committee Chair with deep finance/accounting background; use of independent compensation consultant (WTW) with no conflicts; robust clawback policy aligned to SEC Rule 10D‑1 covering stock-price/TSR-based awards .
- Strong shareholder support on pay: 97.5% 2024 say‑on‑pay approval .
- Active governance cadence: Board (10 meetings), Compensation (9), Nominating (7) in 2024; all directors met at least 75% attendance threshold .
Watch items
- Significant shareholder influence: Tricor Funds’ large holdings and continuing nomination rights; Peters’ senior roles at Parallel49 (Tricor’s manager) present a perceived alignment risk despite formal independence .
- Related-party capital actions: Structured repurchases from Tricor at a discount to VWAP could raise optics concerns; mitigated by Audit Committee approval .
- Long tenure: Service since 2007 may raise independence-perception questions for some investors (no formal limit disclosed; Board uses a mandatory retirement age policy with exceptions) .
RED FLAGS
- Concentrated shareholder control with nomination and committee participation rights; director is affiliated with the sponsor (Parallel49/Tricor) .
- Related‑party share repurchases with the Tricor Fund (pricing at 98% of VWAP), although approved by Audit Committee .
Notes on compliance and policies
- Insider trading policy prohibits hedging/pledging, aligning with best practices .
- Stock ownership guidelines for directors (5x cash retainer) support alignment; individual compliance status not disclosed .
- No compensation committee interlocks or related‑party compensation consultant conflicts disclosed .
Citations:
Director biography and qualifications for Nicholas Peters
Director nomination rights overview
Independence determinations (Peters deemed independent)
Committee memberships; Board structure; meetings; attendance; executive sessions
Compensation Committee remit and activity
Nominating Committee remit; compensation committee interlocks disclosure
Director compensation program; Peters 2024 cash and equity; vesting; RSU/DSU details
Beneficial ownership table (as of Apr 4, 2025); Tricor holdings; DSU/RSU footnotes
Say‑on‑pay 2024 vote result
Independent consultant (WTW) engagement and independence
Insider trading policy; clawback policy; stock ownership guidelines
Director Nomination Agreement; Tricor designation of Peters; related-party share repurchase agreements