CPI CARD GROUP INC. (NYSE:PMT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b), (e)As previously announced, on August8, 2016, David Brush,
Chief Financial Officer of CPI Card Group Inc. (the Company),
informed the Company that he will resign from the Company
effective December31, 2016. Mr.Brushs departure is not related to
any disagreement with the Companys accounting or operating
policies or practices. Mr.Brush has agreed to remain available to
serve as a part time executive consultant to the Company to
assist with the transition of responsibilities through June30,
2017, on customary terms for similar arrangements and subject to
customary documentation.
In connection with his resignation, Mr.Brush and the Company
entered into a First Amendment to Employment and Non-Competition
Agreement (the Amended Employment Agreement), dated December8,
2016. The Amended Employment Agreement provides that Mr.Brush
will continue to be employed by the Company through December31,
2016, at which time Mr.Brush will resign as Chief Financial
Officer. In accordance with the Amended Employment Agreement,
Mr.Brush and the Company will enter into a Consulting Services
Agreement to be effective as of January1, 2017 (the Consulting
Agreement), to which Mr.Brush will continue to provide services
to the Company in a transition and advisory role as a consultant
through June30, 2017, in exchange for a monthly fee of $5,000.
Among other terms, the Consulting Agreement provides for
continued vesting of Mr.Brushs outstanding equity awards during
the consulting period and also contains a re-affirmation by
Mr.Brush of the restrictive covenant and confidentiality
obligations of his existing employment agreement, as well as a
customary release of claims against the Company by Mr.Brush.
The foregoing descriptions of the Amended Employment Agreement
and the Consulting Agreement (attached as an exhibit to the
Amended Employment Agreement) are summaries only and are
qualified in their entirety by reference to the full text of the
Amended Employment Agreement and the Consulting Agreement, which
are attached hereto as Exhibit10.1 and incorporated herein by
reference.
(c)The Company entered into an offer letter (the Offer Letter)
with Lillian Etzkorn, age 47, providing for her appointment as
Chief Financial Officer of the Company, effective January1, 2017.
Prior to joining the Company, Ms.Etzkorn served as Vice
President, Treasurer for Dana Incorporated (Dana) since 2011.
Dana is a supplier of highly engineered drivetrain, sealing, and
thermal-management technologies, and is listed on the NYSE under
the symbol DAN. Prior to joining Dana in 2009, Ms.Etzkorn served
as controller of Ford Motor Companys (Ford) Truck, SUV, and
Commercial Vehicles division, among other significant financial
roles during her 19 years at Ford. Ms.Etzkorn earned an MBA in
finance from the University of Michigan, and also holds a
bachelors degree in marketing from Eastern Michigan University.
Ms.Etzkorn does not have anyfamily relationshipwith any director
or executive officer, or a person nominated to be a director or
executive officer of the Company. There is no transaction between
Ms.Etzkorn and the Company that would require disclosure under
Item 404(a)of Regulation S-K.
The Offer Letter provides that in consideration for her services
as Chief Financial Officer, Ms.Etzkorn will receive an initial
base salary of $410,000 per year and will be eligible for a
target annual bonus equal to 50% of her base salary based on
Company and individual performance. In connection with the
commencement of her employment, Ms.Etzkorn will receive (1)a
sign-on cash award of $200,000, payable in two equal installments
(after her employment start date and in July2017), subject to
reimbursement if Ms.Etzkorn voluntarily terminates employment
with the Company within one year of her start date, and (2)equity
awards with an aggregate value of $350,000, 60% in the form of
stock options and 40% in the form of restricted stock units,
which will vest over a three-year period. The Offer Letter also
provides that, in the event of a termination of her employment
without cause or for good reason, Ms.Etzkorn will receive
severance payments equal to, in the aggregate, 12 months of her
base salary and her estimated annual bonus payment for the year
of termination.
On December13, 2016, the Company issued a press release
announcing Mr.Brushs resignation and Ms.Etzkorns appointment, a
copy of which is attached hereto as Exhibit99.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
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ExhibitNumber |
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ExhibitDescription |
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10.1 |
First Amendment to Employment and Non-Competition |
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99.1 |
Press release issued December13, 2016 announcing the |
About CPI CARD GROUP INC. (NYSE:PMT)
PennyMac Mortgage Investment Trust is a specialty finance company that invests primarily in residential mortgage loans and mortgage-related assets. The Company conducts all of its operations, and makes all of its investments, through PennyMac Operating Partnership, L.P. and its subsidiaries. It operates through two segments: correspondent production and investment activities. The correspondent production segment represents its operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (MBS), using the services of PNMAC Capital Management and PennyMac Loan Services, LLC. The investment activities segment represents its investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans, MBS, mortgage servicing rights and excess servicing spread. CPI CARD GROUP INC. (NYSE:PMT) Recent Trading Information
CPI CARD GROUP INC. (NYSE:PMT) closed its last trading session down -0.17 at 16.64 with 510,427 shares trading hands.