Regina Paolillo

About Regina Paolillo

Regina Paolillo joined XBP Global Holdings, Inc. (XBP) as a non‑executive director on July 29, 2025, as part of the Restructuring that expanded the Board to seven members . She previously served as Global Chief Operating Officer at TTEC Holdings (2021–2022) and EVP, Chief Financial & Administrative Officer (2011–2021), with earlier CFO and senior finance roles at TriZetto and leadership posts at General Atlantic, Genpact, Creditek, Gartner, Citibank, Bristol‑Myers Squibb, and PwC . She holds a BA from the University of New Haven .

Past Roles

External Roles

Board Governance

• Appointment mechanics: Four new directors (Paolillo, Srivastava, Pryor, Klein) were designated by “Consenting Creditors” under the Plan; Messrs. Akins and Clark resigned; Board increased to seven .
• Lead Independent Director: Company disclosed a lead independent director will be selected from the independent directors by majority vote, post‑Restructuring .
• Controlled company status: XBP stated that post‑Restructuring it is no longer a “controlled company” under Nasdaq rules (previously controlled by BTC) .
• Committee landscape (pre‑Restructuring): Audit (Chair: Reynolds), Compensation (Chair: Clark), Nominating (Chair: Reynolds); all members independent under Nasdaq at that time . Post‑Restructuring committee assignments for Paolillo were not disclosed in the Aug 4, 2025 8‑K.
• Attendance baseline: In FY2024, Board met five times; each director attended at least 75% of Board/committee meetings; applies to pre‑Restructuring directors .

Fixed Compensation (Non‑Employee Directors)

Performance Compensation (Directors)

Other Directorships & Interlocks

• Designation by creditor group: Paolillo’s appointment came via a one‑time right granted to Consenting Creditors to designate four nominees upon consummation of the Plan, indicating potential creditor influence on board composition .
• External board service: Unisys, UST, SIRVA Worldwide, all with audit committee chair roles, strengthening audit/financial oversight credentials .

Expertise & Qualifications

• Financial expert profile: Extensive CFO, audit, finance, and operations background across public and private companies (TTEC, TriZetto, General Atlantic, Genpact, Gartner, Citibank, PwC) .
• Sector exposure: Technology services, enterprise software/services; audit leadership across multiple boards .

Equity Ownership

Governance Assessment

• Key strengths:

  • Deep audit and finance expertise with multiple audit chair roles, valuable for Audit Committee effectiveness and oversight of complex Restructuring and fresh‑start accounting transitions .
  • Addition of non‑management directors and planned lead independent director selection bolster independence posture post‑Restructuring .

• Potential risks and red flags:

  • Creditor‑designated appointment could create perceived alignment with major shareholders/creditors rather than dispersed public investors, requiring robust independence safeguards and transparent committee assignments (RED FLAG: designation source) .
  • Rights Agreement (“poison pill”) adopted on July 29, 2025 could be viewed as entrenching; while protective during restructuring and shareholder dispersion, it may limit takeover premium opportunities (RED FLAG: anti‑takeover device) .
  • Company disclosed significant leverage and complex exit financing, with prior going‑concern issues at the BPA Group; directors must oversee internal controls remediation and debt covenant risks (RED FLAG: going‑concern/internal controls weaknesses) .
  • Zero personal share ownership at appointment may indicate limited economic alignment initially; future equity grants per policy could address alignment .

• Independence and attendance:

  • Non‑executive director; company previously identified independent directors under Nasdaq rules and will select a lead independent director post‑Restructuring; however, explicit independence determination for Paolillo not disclosed in the Aug 4, 2025 8‑K (monitor for next proxy) .
  • No attendance data yet for her tenure (joined July 29, 2025); prior year attendance met ≥75% for then‑serving directors .

• Compensation and alignment:

  • Director compensation mixture (cash + equity) per 2024 policy; actual 2025 grant detail for Paolillo not disclosed in the Aug 4, 2025 8‑K. Monitoring of equity grant timing/vesting will clarify alignment .

• Committee roles:

  • Pre‑Restructuring committees well‑defined; post‑Restructuring committee reconstitution not disclosed in Aug 4, 2025 8‑K. Given audit credentials, likely consideration for Audit Committee (to be confirmed by subsequent filings) .

Overall: Paolillo brings high‑caliber audit and CFO experience and multi‑board governance expertise. Investors should monitor forthcoming filings for explicit independence designation, committee assignments, equity grants, and progress on internal controls and leverage management post‑Restructuring.

Citations:
- Appointment, board expansion, lead independent director selection: **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:8]** **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:22]**
- Biography and external board roles: **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:8]**
- Controlled company status change: **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:7]** **[1839530_0001104659-25-065871_tm2518513d1_pre14a.htm:69]**
- Pre‑Restructuring committees and chairs: **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:74]** **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:75]** **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:76]**
- Shares outstanding: **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:5]**
- Form 3 ownership (zero): 
- Rights Agreement details: **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:11]** **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:1]**
- Internal controls/governance risks and leverage context: **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:25]** **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:43]** **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:44]** **[1839530_0001104659-25-073718_tm2521952d1_8k.htm:6]**
- Creditor designation context:  
- Fresh‑start and pro forma accounting background: **[1839530_0001104659-25-068145_tm2518513-2_def14a.htm:46]**