Valerie Soranno Keating
About Valerie Soranno Keating
Valerie Soranno Keating, 61, has served as an independent director of CPI Card Group Inc. (PMTS) since May 2018. She is a former CEO of Barclaycard (2009–2015) and held multiple senior executive roles at American Express (1993–2009); since 2017 she has been a senior advisor to several private equity firms. She holds a B.S. in Business Administration from Lehigh University and brings deep payments, card, and merchant services expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclaycard (Barclays PLC) | Chief Executive Officer | Nov 2009 – May 2015 | Led global payments division with $60B in assets and 30M+ customers across U.S., Europe, South Africa |
| American Express | President, Travelers Cheques & Prepaid; EVP Global Commercial Services; EVP Global Merchant Services & Emerging Global Businesses & Network Expansion; VP Corporate Strategic Planning | May 1993 – May 2009 | Senior operating and strategy roles across global merchant, commercial, and network businesses |
| Multiple PE firms (U.S. & Europe) | Senior Advisor | Since 2017 | Strategic advisory to financial sponsors |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| One Main Financial (NYSE: OMF) | Director | Current | Public company directorship |
| Engage People Inc. | Director | Current | Private company board |
| Billhighway Management LLC | Director | Current | Private company board |
| FinServ Acquisition Corp. II (Nasdaq: FSRX) | Director | Feb 2021 – Dec 2023 | Prior public SPAC directorship |
Board Governance
- Independence: The board determined all director nominees other than the CEO are independent; this includes Ms. Soranno Keating .
- Committee assignments (current as of proxy date): Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Attendance: The board met 10 times in 2024; each director attended at least 75% of board and applicable committee meetings; non-employee directors meet regularly in executive session .
- Committee activity levels (2024): Audit (8 meetings), Compensation (9), Nominating (7) .
- Compensation Committee governance: All members independent; uses Willis Towers Watson as independent consultant; committee states no conflicts of interest .
- Audit oversight: Audit Committee affirmed auditor independence and recommended inclusion of audited financials in Form 10-K .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 7 |
| Audit | Member | 8 |
| Compensation | Member | 9 |
Fixed Compensation (Director)
| Element | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Increased effective Jan 1, 2024 |
| Committee Chair Fee | $15,000 | For Nominating Committee Chair |
| Committee Member Fee | $7,500 per committee | Audit and Compensation memberships (2×$7,500 = $15,000) |
| Total Cash (2024 actual) | $130,000 | Matches role mix above |
| Name | 2024 Fees Earned or Paid in Cash | 2024 Stock Awards (Grant Date FV) | 2024 Total |
|---|---|---|---|
| Valerie Soranno Keating | $130,000 | $110,275 | $240,275 |
Performance Compensation (Director Equity)
- Program design: Annual equity awarded as stock-settled RSUs; grants occur quarterly; each RSU vests one year from grant. Directors may elect to defer vested RSUs into DSUs effective Jan 1, 2024, settled in shares at separation .
- Note: As a non-employee director, awards are time-based; no performance metrics apply to director equity .
| Award Type | Grant Cadence | Vesting | 2024 Grant Date FV | Outstanding RSUs (12/31/24) | Deferral Feature |
|---|---|---|---|---|---|
| RSUs (Director) | Quarterly | 1-year from grant | $110,275 | 4,348 RSUs | RSUs can convert to DSUs upon vest; settled at separation |
Other Directorships & Interlocks
| Company | Relationship to PMTS | Interlock/Conflict Notes |
|---|---|---|
| One Main Financial (OMF) | Unrelated sector (consumer finance) | Public directorship; no related-party transaction disclosures involving Ms. Soranno Keating in proxy |
| Engage People Inc. | Unrelated private company | No related-party transaction disclosures involving Ms. Soranno Keating in proxy |
| Billhighway Management LLC | Unrelated private company | No related-party transaction disclosures involving Ms. Soranno Keating in proxy |
| FinServ Acquisition Corp. II (FSRX) | Prior SPAC directorship | Ended 2023; no interlock noted with PMTS |
Related party transactions: Board policy requires Audit Committee review/approval of related party transactions >$120,000; considerations include third-party terms and independence impacts. No specific related-party transactions involving Ms. Soranno Keating are disclosed in the proxy .
Expertise & Qualifications
- Payments and card leadership: Former CEO of Barclaycard; senior executive roles at American Express across merchant, commercial, and network businesses—directly relevant to PMTS’s payments/card ecosystem .
- Governance leadership: Chairs the Nominating & Corporate Governance Committee and serves on Audit and Compensation—breadth of governance oversight .
- Financial oversight: Audit Committee member; board affirms auditor independence and robust audit pre-approval policies .
- Education: B.S., Business Administration, Lehigh University .
Equity Ownership
| Holder | Shares Beneficially Owned | Components | % of Outstanding |
|---|---|---|---|
| Valerie Soranno Keating | 30,521 | Includes 1,448 DSUs and 1,067 RSUs | ~0.27% (30,521 / 11,281,489) |
Notes:
- Shares outstanding used for calculation: 11,281,489 as of April 4, 2025 .
- Director ownership guideline details not disclosed in retrieved sections.
- Section 16 compliance: Company states timely filings for directors and officers for 2024, with one late filing by affiliated Tricor funds (5% holders), not by directors .
Governance Assessment
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Strengths and signals:
- Independent director with deep sector expertise; chairs Nominating and serves on Audit and Compensation—clear governance influence and oversight .
- Attendance: at least 75% of board/committee meetings; board met 10 times in 2024, indicating active oversight cadence; committees were active (Audit 8, Compensation 9, Nominating 7) .
- Compensation alignment for directors: balanced cash ($130k) and equity ($110k) with one-year vesting; deferral to DSUs supports longer-term alignment .
- No compensation committee interlocks or related-party conflicts disclosed; independent compensation consultant (WTW) with no conflicts .
- Audit oversight practices and auditor independence affirmed; comprehensive pre-approval policy for audit/non-audit services .
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Watch items / potential conflicts:
- External public directorship at OneMain Financial (OMF) operates in adjacent financial services; proxy discloses no related-party transactions involving Ms. Soranno Keating, but continue monitoring for customer/supplier ties given PMTS’s payments footprint .
- Ownership is <1% but meaningful for a director; continue to monitor for any hedging/pledging disclosures in future proxies; not disclosed in retrieved sections .
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Red flags: None apparent specific to Ms. Soranno Keating from the 2025 proxy—no attendance shortfall, no related-party transactions, no interlocks, and independent status confirmed .