Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of John D. Lowe as Chief Financial Officer
On June 13, 2018, the Board of Directors (the “Board”) of CPI Card Group Inc. (“CPI” or the “Company”) appointed John D. Lowe to succeed Lillian Etzkorn as the Company’s Chief Financial Officer (“CFO”), upon the transition of the CFO responsibilities in connection with Ms. Etzkorn’s departure from the Company in July 2018. Prior to assuming the role of CFO, Mr. Lowe will serve as an advisor to the Company’s Chief Executive Officer. As the Company previously reported, Ms. Etzkorn accepted a senior leadership position nearer to her home in Michigan and will remain with the Company to transition her responsibilities.
Prior to joining CPI, Mr. Lowe, 41, was the Senior Vice President and CFO of SquareTwo Financial Corporation, a Denver-based financial services company, from August 2014 until June 2017. Prior to August 2014, Mr. Lowe held various leadership roles at SquareTwo Financial Corporation, including serving as Treasurer, Vice President of Finance, Vice President of External Reporting and Director of Technical Accounting. Mr. Lowe’s employment with SquareTwo Financial commenced in 2009.
Mr. Lowe holds a Bachelor of Science degree in both Accounting and Finance from the Virginia Polytechnic Institute and State University and is a Certified Public Accountant in the State of Colorado. Mr. Lowe is also a Chartered Financial Analyst.
Mr. Lowe does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer of the Company, and there are no applicable transactions that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Lowe’s appointment as CFO, Mr. Lowe accepted an offer letter on June 7, 2017 (the “Offer Letter”), pursuant to which Mr. Lowe will receive an annual base salary of $325,000. Mr. Lowe will also be entitled to a sign-on cash bonus of $200,000, payable in two installments of $80,000 and $120,000 on December 31, 2018 and on or about the two year work anniversary from when he transitions to be our CFO, respectively. Mr. Lowe will forfeit any unpaid amounts of his sign-on cash bonus if he terminates his employment with the Company prior to the payment of an installment. Mr. Lowe will also be eligible for an annual bonus under the Company’s Short-Term Incentive Plan (“STIP”), and will have a STIP target opportunity of 50%. STIP bonuses are based on individual and Company performance results and requires recipients to be continuously employed through the date of the payout. For the 2018 bonus plan year, Mr. Lowe’s bonus will be based on a
pro rata
calculation from his start date and will be guaranteed at 100% payout. Subject to approval by the Compensation Committee of the Board, the Company intends to grant Mr. Lowe 75,000 stock options in connection with his appointment. Mr. Lowe will be entitled to other benefits generally available to other executive officers of the Company.