Toni Thompson
About Toni Thompson
Executive Vice President, Debit and Credit Solutions at CPI Card Group (PMTS). Promoted to EVP effective August 1, 2024; joined CPI in August 2023 as SVP of Operations, Debit and Credit. Prior experience includes President, Retail Solutions and SVP, Solution Development at RR Donnelley; earlier IT leadership roles. Education: BA in Business Administration, DePaul University . Company performance in 2024: Net Sales +8% to $480.6M; Adjusted EBITDA +3% to $91.9M; Net Income $19.5M (down due to refinancing costs). Pay vs. performance table indicates value of an initial $100 investment of $161 (company’s TSR measure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CPI Card Group | SVP, Operations – Debit & Credit | Aug 2023–Aug 2024 | Operations leadership across Debit & Credit; roles spanning operations, business development, and IT |
| RR Donnelley (NYSE: RRD) | President, Retail Solutions | Sep 2016–Aug 2023 | Led a multichannel retail solutions business; executive leadership across operations and solution delivery |
| RR Donnelley (NYSE: RRD) | SVP, Solution Development | Jun 2013–Sep 2016 | Drove solution development initiatives; executive responsibilities including IT and business development |
Fixed Compensation
| Year | Base Salary (earned) | Base Salary (as of 12/31/24) | STIP Target (Annual) | Actual STIP Paid | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| 2024 | $464,455 | $475,000 | $284,550 | $356,541 (payout 125.3% of target for Continuing NEOs) | $13,953 | $1,028,534 |
- 2024 STIP metrics: 70% Adjusted EBITDA, 30% Net Sales; 100% corporate measurement, quarterly payouts with annual true-up .
- Say-on-pay approval: ~97.5% at 2024 AGM (supportive of program design) .
- No executive perquisites; no excise tax gross-ups; no hedging/pledging allowed; no single-trigger cash severance in CoC .
Performance Compensation
Short-Term Incentive Plan (STIP)
| Metric | Weighting | Target | Actual | Payout | Measurement |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | Not disclosed | Not disclosed | 125.3% of target (Continuing NEOs, 2024) | 100% corporate, quarterly + annual true-up |
| Net Sales | 30% | Not disclosed | Not disclosed | 125.3% of target (Continuing NEOs, 2024) | 100% corporate, quarterly + annual true-up |
Long-Term Incentive – RSUs (2024 grants)
| Grant Date | RSUs Granted | Grant Fair Value | Vesting Schedule |
|---|---|---|---|
| 3/29/2024 | 2,154 | $38,470 | 33.4% year 1; 33.3% year 2; 33.3% year 3 (subject to continued employment) |
| 5/31/2024 | 1,587 | $41,564 | 33.4% year 1; 33.3% year 2; 33.3% year 3 |
| 8/30/2024 | 1,859 | $53,242 | 33.4% year 1; 33.3% year 2; 33.3% year 3 |
| 11/29/2024 | 1,827 | $60,309 | 33.4% year 1; 33.3% year 2; 33.3% year 3 |
Long-Term Incentive – Performance Cash (awarded 2024)
| Target Opportunity | Performance Period | Performance Metrics | Settlement & Timing |
|---|---|---|---|
| $73,260 | Jan 1, 2024–Dec 31, 2025 | Relative TSR at P50 vs Russell 2000 and cumulative free cash flow (per-year targets over period) | Settled in cash; expected payment in 2026 if metrics achieved; considered stock-based comp under ASC 718 |
Options (Outstanding as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 8/31/2023 | 1,707 | 1,707 | $20.67 | 8/31/2030 |
| 11/30/2023 | 497 | 497 | $17.79 | 11/30/2030 |
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (Shares) | Ownership % | Components | Stock Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|---|---|
| April 4, 2025 | 6,224 | Less than 1% | Includes 2,204 Options and 531 RSUs | 2x base salary for executive officers (CEO 5x; directors 5x cash retainer) | Prohibited: hedging, short sales, publicly traded options, monetization transactions, margin sales, pledges, standing limit orders |
- Outstanding equity awards at FY-end (RSUs listed above); quarterly RSU vesting cadence can create periodic supply pressure via tax withholding sales at vest dates (grant schedules above) .
Employment Terms
- Executive Severance Guidelines (for officers without individual agreements): Without cause/good reason (no CoC) → 1.0x base + target bonus; CEO 1.5x. With CoC (within 24 months) → 1.5x for officers; CEO 2.0x; company-paid portion of medical/dental/vision during severance/COBRA; discretionary outplacement up to 6 months .
- Change-in-control: Company policy does not award single-trigger cash severance; double-trigger framework applies .
- Clawback Policy (adopted Oct 9, 2023): Recoup incentive-based comp (including stock price/TSR-based) for 3 fiscal years preceding a required restatement; recovery regardless of culpability; no indemnification allowed .
- Insider Trading Policy: Prohibits hedging/pledging and related monetization transactions .
Compensation Structure Analysis
- Mix shift: 2024 LTIP moved away from stock options toward quarterly RSUs (67% of annual LTIP) plus Performance Cash (33%) tied to Relative TSR and cumulative free cash flow—reduces option risk and adds multi-metric performance rigor .
- STIP design: Quarterly payouts with annual true-up, 70% EBITDA / 30% Net Sales, fully corporate—aligns cash incentives to near-term operating performance .
- 2024 payout: STIP paid 125.3% of target (Continuing NEOs) driven primarily by strong revenue performance vs plan—indicates above-target results embedded into cash outcomes .
- Governance safeguards: No perqs, no excise tax gross-ups, no option repricing without shareholder approval, no hedging/pledging, strong stock ownership guidelines—supports alignment and risk control .
Performance & Track Record (Company Context During Tenure)
| Period | Net Sales | Adjusted EBITDA | Commentary |
|---|---|---|---|
| FY 2024 | $480.6M (+8% YoY) | $91.9M (+3% YoY) | Prepaid Debit net sales +26% to $106.5M; Debit & Credit net sales +4% to $375.3M |
| Q4 2024 | $125.1M (+22% YoY) | $21.9M (+10% YoY) | Prepaid strength; contactless debit/credit growth; personalization services |
| Pay vs Performance (2024) | Value of $100 Investment: $161 | CAP and SCT provided in proxy | Company’s TSR-based disclosure (SEC Pay vs Performance) |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~97.5%; Compensation Committee made no program changes in response .
- Independent compensation consultant used; periodic risk assessments (discussion with WTW; no material risks identified for 2024 program) .
Equity Ownership Details (Outstanding Awards at FY-End)
| Instrument | Status | Quantity | Key Terms |
|---|---|---|---|
| Options (8/31/2023) | Exercisable/Unexercisable | 1,707 / 1,707 | $20.67 strike; exp 8/31/2030 |
| Options (11/30/2023) | Exercisable/Unexercisable | 497 / 497 | $17.79 strike; exp 11/30/2030 |
| RSUs (3/29/2024) | Unvested | 2,154 | 3-year ratable vesting from grant |
| RSUs (5/31/2024) | Unvested | 1,587 | 3-year ratable vesting from grant |
| RSUs (8/30/2024) | Unvested | 1,859 | 3-year ratable vesting from grant |
| RSUs (11/29/2024) | Unvested | 1,827 | 3-year ratable vesting from grant |
Note: Form 4 insider transaction data could not be retrieved due to a system authorization error; beneficial ownership as of April 4, 2025 and outstanding awards at FY-end are disclosed above .
Investment Implications
- Alignment and pay-for-performance: High at-risk mix via STIP (EBITDA/Net Sales) and LTIP (Performance Cash tied to Relative TSR and FCF + RSUs). Strong governance (ownership guidelines, clawback, hedging/pledging prohibitions) reduces agency risk .
- Vesting cadence and potential selling pressure: Quarterly 2024 RSU grants vest annually 33.4%/33.3%/33.3%; first tranches begin in 2025 (e.g., Mar/May/Aug/Nov), which may create periodic tax-withholding-related share sales and modest supply pressure, albeit ownership <1% limits magnitude .
- Retention economics: Executive Severance Guidelines provide 1.0x base+target bonus (1.5x upon CoC) and benefits continuation—moderate retention incentive; double-trigger CoC structure avoids windfalls and aligns with governance best practices .
- Execution focus: Company delivered 2024 Net Sales +8% and Adjusted EBITDA +3%; STIP payout above target reflects delivery vs plan. Continued performance on Prepaid growth and contactless debit/credit plus cash flow targets will drive Performance Cash outcomes for 2026, offering a tangible link between operating execution and LTIP realization .