CPI Card Group (PMTS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 21, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Only stockholders of record as of March 27, 2025, are eligible to vote; 11,265,076 shares of common stock are outstanding.

• The Board recommends voting FOR all director nominees, auditor ratification, and the say-on-pay proposal.

• Proxy materials are available electronically, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying KPMG LLP as auditor for 2025, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines and procedures.

• The Board unanimously recommends approval of all proposals.

Board of directors and corporate governance

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

• The Board maintains separate Chair and CEO roles; Sandy Riley is Chair, John Lowe is CEO.

• Three standing committees: Audit, Compensation, and Nominating, all with independent members.

• Board diversity includes gender and ethnic representation; regular review of board composition and qualifications.

• Tricor Funds have rights to nominate directors based on ownership percentage.