Ravi Mallela
About Ravi Mallela
Independent director of CPI Card Group Inc. (PMTS), age 55; joined the Board in November 2023. Former EVP & CFO at National Mortgage Insurance Holdings (NMIH) from January 2022 to May 2024; prior EVP & CFO, Finance Group at First Hawaiian, Inc. and First Hawaiian Bank (FHB) from September 2018 to January 2022; earlier SVP, Head of Finance & Treasury at First Republic Bank from 2013 to 2018. Education: MBA (UCLA Anderson) and BS in Economics (University of San Francisco). Brings public company finance leadership, risk management frameworks, data strategies, and technical applications experience across large and mid-sized financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Mortgage Insurance Holdings Inc. (NMIH) | EVP & CFO; member of Executive Committee | Jan 2022 – May 2024 | Public company finance leadership; executive committee participation |
| First Hawaiian, Inc. and First Hawaiian Bank (FHB) | EVP & CFO, Finance Group | Sep 2018 – Jan 2022 | Finance operations and risk management framework oversight |
| First Republic Bank | SVP, Head of Finance & Treasury | 2013 – 2018 | Treasury leadership; data strategies and technical applications |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| — | No other public company directorships disclosed | — | Proxy biography lists executive roles, not outside public boards |
Board Governance
- Independence: Board determined all director nominees other than the CEO (John Lowe) are independent; this includes Ravi Mallela .
- Committee memberships: Audit Committee member (not Chair) .
- Attendance: Board met 10 times in FY2024; each director attended at least 75% of Board and committee meetings held while serving .
- Board leadership: Independent Chair (H. Sanford “Sandy” Riley); non-employee directors meet regularly in executive sessions led by the Chair .
| Governance Attribute | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit Committee member |
| Attendance | ≥75% of Board/committee meetings in 2024 |
| Years of Service | Director since Nov 2023 |
| Board Leadership | Independent Chair; regular executive sessions |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Increased effective Jan 1, 2024 from $50,000 to $100,000 |
| Committee member cash fee | $7,500 | Per committee; Audit membership eligible |
| Committee chair cash fee | — | $15,000 if chair; not applicable to Mallela |
| Chairman of the Board cash fee | — | $50,000; not applicable to Mallela |
| Fees earned or paid in cash (actual) | $107,500 | 2024 actual for Mallela |
Performance Compensation
| Equity/Performance Element | 2024 Value | Vesting/Metrics |
|---|---|---|
| Annual equity award (RSUs) | $110,275 | RSUs granted quarterly; each RSU vests one year from grant; directors can elect deferral (RSUs convert to DSUs upon vest, settled at separation) |
| Options | — | No option awards disclosed for directors |
| Performance metrics | N/A | Director RSUs are time-based; no revenue/EBITDA/TSR or ESG metrics disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed for Mallela |
| Compensation Committee interlocks | None among committee members; no related party relationships requiring disclosure |
Expertise & Qualifications
- Public company CFO experience, finance operations, risk management frameworks, data strategies, and technical applications in financial services .
- MBA (UCLA Anderson); BS Economics (University of San Francisco) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,102 | Includes 1,448 DSUs and 1,067 RSUs |
| Ownership as % of shares outstanding | ~0.036% | Calculated from 4,102 / 11,281,489 shares outstanding as of Apr 4, 2025 |
| Outstanding RSUs (as of 12/31/2024) | 4,348 | Quarterly grants; scheduled to vest one year from grant |
| Section 16 compliance | Timely for directors; one late filing by the Tricor Funds noted | Company indicates timely filings for FY2024 except one report by affiliated Tricor Funds |
Related Party Exposure and Board Influence Context
- Tricor Funds (large shareholders) hold registration rights and a Director Nomination Agreement allowing them to designate director nominees proportional to ownership and to have committee participation rights while owning ≥10%; current designees are Nicholas Peters, Sandy Riley, and Lisa Oleson (Mallela is not a Tricor designee) .
- Company executed share repurchases from Tricor Fund at 98% of VWAP of open-market buys during defined windows; Audit Committee approved these transactions .
- Related party transaction policy requires Audit Committee review/approval for transactions >$120,000 involving related persons, evaluating independence impacts and arm’s-length terms .
Governance Assessment
- Strengths: Independent status; Audit Committee service; strong finance/risk background aligned with oversight of financial reporting and controls; attendance threshold met; independent Chair with regular executive sessions supports board effectiveness .
- Alignment: Receives balanced cash/equity director pay; RSU/DSU structure supports longer-term alignment; beneficial ownership includes DSUs and RSUs, though absolute holdings are modest (<1%) .
- Conflicts/Red Flags: No related-party transactions involving Mallela disclosed; no hedging/pledging or option repricing disclosed for directors; Compensation Committee interlocks absent. Structural influence from Tricor via nomination/committee rights exists, but Mallela is not a Tricor designee; Audit Committee oversight mitigates related party risk on repurchases .