Andrej Jonovic
About Andrej Jonovic
Andrej Jonovic, age 44, serves as Chief Executive Officer and Director of XBP, roles he has held since the November 2023 business combination. He previously served as Executive Vice President, Business Strategy and Corporate Affairs at Exela Technologies, Inc. (ETI), is a managing director at Handson Global Management (HGM), and began his career as an associate at Freshfields Bruckhaus Deringer; he holds a bachelor’s in International Studies (American University) and a law degree from the London School of Economics (registered with the Law Society of England and Wales, not practicing) . Pay-versus-performance disclosures show GAAP net income losses of $11.0M (2023) and $12.4M (2024) and Company TSR outcomes of 27.89 and 5.74 (value of hypothetical $100 investment), respectively; Adjusted EBITDA from continuing operations was $15.8M (2023) vs $13.4M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Exela Technologies, Inc. (ETI) | EVP, Business Strategy & Corporate Affairs | 2017–late 2023 | Oversaw M&A, strategic transactions, legal affairs, HR, marketing, digital assets; transitioned out to focus on XBP CEO role . |
| HGM (Handson Global Management) | Managing Director | 2014–present | Oversaw integration of BancTec’s European operations with SourceHOV post-2014 combination . |
| Freshfields Bruckhaus Deringer | Associate | Early career (not dated) | Legal foundation for later strategy and corporate roles . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HGM (family office) | Managing Director | 2014–present | Cross-border operational integration and portfolio oversight . |
| Law Society of England & Wales | Registered (not practicing) | N/A | Legal credentials underpin governance and transaction experience . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $152,100 | $552,000 |
| All Other Compensation ($) | $292 | — |
| Total ($) | $152,392 | $1,974,568 |
Performance Compensation
| Component | Design | Target | Actual FY 2024 | Notes |
|---|---|---|---|---|
| Annual Bonus – Plan | 50% revenue / 50% adjusted EBITDA; Committee discretion | 100% of base salary ($552,000) | Company missed revenue; reached 98.97% of adjusted EBITDA; Committee awarded $237,157 | Paid in 2025; SCT total bonus shown $343,157, which includes one-time elements . |
| One-time Bonus | Special, project-based | N/A | $70,000 | Awarded for strategic projects; timing in 2025 . |
| RSU Grant (Long-term) | Time-based vesting; 3 annual installments through April 30, 2027 | Grant-date fair value $1,079,411 | 877,570 RSUs granted on June 14, 2024 | Vesting subsequently accelerated in Mar–Apr 2025 across NEOs and directors . |
| Pay vs Performance Metrics | FY 2023 | FY 2024 |
|---|---|---|
| GAAP Net Income (thousands) | $(11,047) | $(12,366) |
| Company TSR (value of $100) | 27.89 | 5.74 |
| Compensation Actually Paid (PEO) | $152,392 | $1,851,708 |
Equity Ownership & Alignment
| Outstanding Equity Awards (12/31/2024) | Shares/Units | Value ($) |
|---|---|---|
| RSUs unvested (PEO) | 877,570 | $956,551 (based on $1.09 close on 12/31/2024) |
| Options to NEOs | None issued to date | N/A |
| Beneficial Ownership (Record Date 6/12/2025) | Shares Owned | % of Class |
|---|---|---|
| Andrej Jonovic | 1,573,000 | 4.4% |
| All directors and officers (7) | 3,758,101 | 10.5% |
- Hedging and pledging: Hedging discouraged and subject to pre-clearance; pledging permitted (not prohibited) under insider trading policy .
- Clawback: Policy compliant with Exchange Act Rule 10D-1 and Nasdaq standards (Exhibit 97.1 referenced) .
Employment Terms
- As of 12/31/2024, no written severance for Jonovic; on April 29, 2025 the Board adopted a Severance Plan covering Jonovic (and Robu, Avramovic) .
- Non–Change-in-Control termination without cause (or prior to/after CI up to 24 months) benefits: 12 months base salary + 100% target bonus; up to 18 months company-paid insurance + up to $5,000 reimbursement; full vesting of unvested time/service-based equity otherwise vesting in the next 12 months; pro rata vesting of performance-based awards; 24-month option/SAR exercise right .
- Change-in-Control within 24 months (termination without cause or resignation for good reason) benefits: 24 months base salary + 200% of annual target bonus + pro rated target bonus; up to 18 months company-paid insurance + up to $5,000 reimbursement; full vesting of all equity awards; 24-month option/SAR exercise right .
- Board determined the Restructuring would constitute a “change of control” for Severance Plan purposes .
Board Governance
- Board service: Class II director; Director since Nov 2023; CEO .
- Independence: Board determined Jonovic and Executive Chairman Par Chadha are not independent; other directors independent under Nasdaq and SEC rules .
- Committees: Audit (Reynolds, Clark, Akins; Reynolds Chair); Compensation (Clark Chair; Reynolds, Akins); Nominating (Reynolds Chair; Clark, Akins); Jonovic is not listed as a committee member .
- Attendance: Board met 5 times in FY2024; each director attended ≥75% of aggregate Board/committee meetings .
- Controlled company: BTC owned ~60.7% pre-Restructuring; post-Restructuring XBP expects not to be a “controlled company” .
Director Compensation
| Component | Amount ($) |
|---|---|
| Annual cash retainer | 60,000 |
| Annual equity award | 140,000 (subject to stock plan adoption) |
| Audit Committee Chair/Member | 20,000 / 10,000 |
| Compensation Committee Chair/Member | 10,000 / 5,000 |
| Nominating Committee Chair/Member | 8,000 / 4,000 |
Vesting Schedules & Insider Selling Pressure
- RSU vesting: Original schedule in three annual installments through April 30, 2027, with none vested as of 12/31/2024; in March–April 2025, the Company accelerated vesting of outstanding RSUs for NEOs and directors (and certain February 2025 awards), leaving 294,487 shares available under the 2024 Equity Plan as of April 29, 2025 .
- Insider transactions: Jonovic filed multiple Form 4s in 2025, including Feb 18, 2025 (period Feb 13) and Aug 19, 2025 documenting an award/grant (50,000 shares at ~$0.6369 implied) and an updated total of 1,632,000 shares beneficially owned; no sales documented in these references .
Compensation Structure Analysis
- Mix and metrics: FY2024 pay emphasizes equity (RSUs) plus a discretionary annual bonus tied 50/50 to revenue and adjusted EBITDA; revenue target was missed, adjusted EBITDA achieved at 98.97% .
- Equity modality: No stock options issued to NEOs to date; focus on RSUs reduces strike-price risk and can increase retention but may lessen performance leverage relative to PSUs/options .
- Discretionary elements: Committee used discretion to award one-time bonuses alongside plan outcomes ; SCT reflects higher total bonus value than narrative plan amounts, indicating additional discretionary/structural components .
- Clawback: Policy in place under SEC/Nasdaq standards .
Related Party Transactions & Conflicts
- Familial ties: Jonovic is the son-in-law of Executive Chairman Par Chadha; the proxy highlights potential conflicts and director/officer interests in the Restructuring .
- Related-party arrangements: Agreements with Nventr, LLC (AI analytics; $0.2M fees through Mar 31, 2025) and HOV Services Ltd ($0.2M fees) were in place; tax sharing and service agreements historically involved ETI affiliates, now largely intra-company post-Acquisition .
- Controlled company dynamics: BTC’s majority pre-Restructuring vote and directors’ stakes in ETI/XBP were disclosed, with post-Restructuring board designation rights for creditors and ETI affiliates .
Equity Dilution & Capital Structure Actions (Context)
- Share issuance approval: Stockholders approved issuance of up to ~91.3M shares for Restructuring (including warrants and potential funding-related issuances) .
- Reverse stock split: Authorized 1-for-3 to 1-for-15 split range in 2025 to support listing/compliance; Certificate of Amendment executed July 29, 2025 .
Investment Implications
- Alignment: Jonovic’s beneficial ownership of 4.4% post-acceleration, presence of clawback, and long-term RSUs point to meaningful alignment; however, pledging is permitted under policy, which is a governance red flag if utilized .
- Retention risk and change-of-control economics: The Severance Plan provides sizable cash multiples (12–24 months salary; 100%–200% target bonus) and full/pro rata vesting with CI triggers, reducing near-term attrition risk but raising payout sensitivity around restructuring outcomes .
- Performance sensitivity: Annual bonus metrics tied to revenue and adjusted EBITDA provide operational alignment; 2024 revenue miss and near-target EBITDA underscore execution challenges amid restructuring and integration .
- Governance: Dual role as CEO and Director, non-independence, and familial relationship with Executive Chairman require robust independent committee oversight; current committees are independent, and post-Restructuring controlled-company status is expected to end, improving governance optics .
- Share overhang and listing optics: Large approved share issuance and reverse split authorization create dilution and trading dynamic considerations; monitoring insider Form 4 activity and vesting/settlement-related selling pressure is prudent .