Item 5. Other Information
Item 5. Other Information
(a) The Board of Directors (the “Board”) of the Company has approved the appointment of Jeffrey Hochstadt as the Company’s Chief Financial Officer (“CFO”), effective as of May 15, 2023. Mr. Hochstadt will succeed Amintore Schenkel, who previously notified the Company of his desire to step down due to family related reasons.
Prior to joining CPI, Mr. Hochstadt, 51, provided financial and strategy consulting services to clients in various industries from October 2021 to May 2023. Prior to that, beginning in 2006, Mr. Hochstadt held roles of increasing responsibility at The Western Union Company (“Western Union”), a multinational financial services company, including Global Head of Financial Planning and Analysis and most recently served as Chief Strategy Officer from January 2018 to March 2021. Prior to joining Western Union, Mr. Hochstadt held numerous financial and strategy roles for First Data Corporation, Morgan Stanley Capital International (MSCI), IBM, A.G. Edwards and Price Waterhouse. Mr. Hochstadt graduated with honors from the Olin School of Business at Washington University in St. Louis and received an MBA from the Wharton School of Business at the University of Pennsylvania.
Mr. Hochstadt 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. Hochstadt’s appointment as CFO, he will receive an annual base salary of $400,000 and will be eligible for an annual bonus under the Company’s Short-Term Incentive Plan (“STIP”), with a STIP target opportunity of $325,000. STIP bonuses are based on individual and Company performance results and require recipients to be continuously employed through the date of the payout. For the 2023 STIP plan year, Mr. Hochstadt’s target bonus opportunity will be pro-rated from his start date. Additionally, Mr. Hochstadt will receive sign-on bonus consisting of an equity award with a grant date fair value of $250,000. He will also have an annual long-term incentive target award opportunity of $250,000, which will be prorated for 2023 and is expected to be granted quarterly. Mr. Hochstadt’s equity award will be granted under the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Plan”) in such form and on such terms as approved by the Compensation Committee of the Board. Mr. Hochstadt will be entitled to other benefits generally available to other executive officers of the Company, including severance benefits. The offer letter between the Company and Mr. Hochstadt is filed as Exhibit 10.1 to this report.
As part of the transition of the CFO duties to Mr. Hochstadt, Mr. Schenkel will remain with the Company as a full-time employee through June 30, 2023 and shall receive his base salary and other benefits through that time. The Company expects to enter into a consulting agreement effective July 1, 2023 with Mr. Schenkel, pursuant to which he may continue to provide advisory services to the Company’s Chief Executive Officer and the CFO for a period of time thereafter. Mr. Schenkel is also entitled to payment under the STIP of any short-term incentive compensation earned for the second quarter of 2023 and the pro-rata portion of any “annual performance incentive” that would be payable to Mr. Schenkel based on the Company’s 2023 annual performance.
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Item 6. Exhibit s
Exhibit
Number
Exhibit Description
10.1
Offer Letter, dated May 3, 2023 by and between CPI Card Group Inc. and Jeffrey Hochstadt.
10.2
Form of Nonqualified Stock Option Agreement by and between CPI Card Group Inc. and Lane Dubin.
10.3
Form of Restricted Stock Unit Agreement by and between CPI Card Group Inc. and Lane Dubin.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURE S
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CPI CARD GROUP INC.
May 9, 2023
/s/ Scott Scheirman
Scott Scheirman
Chief Executive Officer
(Principal Executive Officer )
May 9, 2023
/s/ Amintore Schenkel
Amintore Schenkel
Chief Financial Officer
(Principal Financial Officer )
May 9, 2023
/s/ Donna Abbey
Donna Abbey
Chief Accounting Officer
(Principal Accounting Officer )
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.