CPI Card Group (PMTS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with voting open to stockholders of record as of March 24, 2026.

• Key proposals include re-election of eight directors, ratification of KPMG LLP as auditor, and an advisory say-on-pay vote.

• The Board recommends voting FOR all proposals and director nominees.

• Proxy materials are available electronically, with options for mail or email delivery upon request.

Voting matters and shareholder proposals

• Proposals: (1) Election of eight directors, (2) Ratification of KPMG LLP as auditor for 2026, (3) Advisory vote on executive compensation.

• Only stockholders as of March 24, 2026, may vote; each share equals one vote.

• Shareholder proposals for the 2027 meeting must be received by December 9, 2026, for Rule 14a-8, or between January 21 and February 20, 2027, for other proposals.

Board of directors and corporate governance

• Eight director nominees, seven of whom are independent, are up for re-election for one-year terms.

• Board diversity: 6 male, 2 female; 7 White, 1 Asian; age range 46–75.

• Board leadership is separated between Chair (independent) and CEO roles.

• Three standing committees: Audit, Compensation, and Nominating, all composed of independent directors.

• Non-employee director compensation for 2025: $90,000 cash retainer, $125,000 equity award, with additional fees for committee roles.