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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 CPI Card Group Inc. 10-K 12/31/23 92:11M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.21M
3: EX-10.21 Material Contract HTML 326K
4: EX-10.32 Material Contract HTML 293K
5: EX-10.33 Material Contract HTML 330K
2: EX-10.6 Material Contract HTML 150K
6: EX-21.1 Subsidiaries List HTML 27K
7: EX-23.1 Consent of Expert or Counsel HTML 24K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 45K
Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
17: R1 Document and Entity Information HTML 94K
18: R2 Consolidated Balance Sheets HTML 119K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
20: R4 Consolidated Statements of Operations and HTML 113K
Comprehensive Income
21: R5 Consolidated Statements of Stockholders' Deficit HTML 65K
22: R6 Consolidated Statements of Cash Flows HTML 128K
23: R7 Business HTML 29K
24: R8 Summary of Significant Accounting Policies HTML 60K
25: R9 Net Sales HTML 61K
26: R10 Inventories HTML 38K
27: R11 Plant, Equipment, Leasehold Improvements and HTML 48K
Operating Lease Right-of-Use Assets
28: R12 Goodwill and Other Intangible Assets HTML 72K
29: R13 Fair Value of Financial Instruments HTML 82K
30: R14 Accrued Expenses HTML 47K
31: R15 Financing and Operating Leases HTML 116K
32: R16 Long-Term Debt HTML 63K
33: R17 Income Taxes HTML 123K
34: R18 Stockholders' Deficit HTML 33K
35: R19 Earnings per Share HTML 50K
36: R20 Commitments and Contingencies HTML 34K
37: R21 Employee Benefit Plan HTML 28K
38: R22 Stock-Based Compensation HTML 133K
39: R23 Segment Reporting HTML 182K
40: R24 Summary of Significant Accounting Policies HTML 93K
(Policies)
41: R25 Summary of Significant Accounting Policies HTML 39K
(Tables)
42: R26 Net Sales (Tables) HTML 58K
43: R27 Inventories (Tables) HTML 38K
44: R28 Plant, Equipment, Leasehold Improvements and HTML 45K
Operating Lease Right-of-Use Assets (Tables)
45: R29 Goodwill and Other Intangible Assets (Tables) HTML 72K
46: R30 Fair Value of Financial Instruments (Tables) HTML 76K
47: R31 Accrued Expenses (Tables) HTML 46K
48: R32 Financing and Operating Leases (Tables) HTML 141K
49: R33 Long-Term Debt (Tables) HTML 53K
50: R34 Income Taxes (Tables) HTML 122K
51: R35 Earnings per Share (Tables) HTML 49K
52: R36 Stock Based Compensation (Tables) HTML 130K
53: R37 Segment Reporting (Tables) HTML 178K
54: R38 Summary of Significant Accounting Policies - Trade HTML 36K
Accounts Receivable (Details)
55: R39 Summary of Significant Accounting Policies - Bad HTML 42K
debts and Concentration of Credit Risk (Details)
56: R40 Summary of Significant Accounting Policies - HTML 30K
Plant, Equipment and Leasehold Improvements
(Details)
57: R41 Net Sales (Details) HTML 48K
58: R42 Inventories (Details) HTML 33K
59: R43 Plant, Equipment, Leasehold Improvements and HTML 47K
Operating Lease Right-of-Use Assets (Details)
60: R44 Goodwill and Other Intangible Assets - Intangible HTML 52K
Assets (Details)
61: R45 Goodwill and Other Intangible Assets - Future HTML 41K
Aggregate Amortization Expense (Details)
62: R46 Fair Value of Financial Instruments (Details) HTML 40K
63: R47 Accrued Expenses (Details) HTML 43K
64: R48 Financing and Operating Leases - Components of HTML 49K
Operating and Finance Lease Expense (Details)
65: R49 Financing and Operating Leases - Operating and HTML 59K
Financing Leases (Details)
66: R50 Financing and Operating Leases - Components of HTML 36K
Lease Expense (Details)
67: R51 Financing and Operating Leases - Lease Maturity HTML 67K
(Details)
68: R52 Long-Term Debt - Long-Term Debt (Details) HTML 48K
69: R53 Long-Term Debt - First Lien Credit Facility HTML 76K
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70: R54 Income Taxes - Continuing Operations - Other HTML 60K
(Details)
71: R55 Income Taxes - Effective Income Tax Rate HTML 44K
Reconciliation (Details)
72: R56 Income Taxes - Components of Deferred Tax Assets HTML 64K
and Liabilities (Details)
73: R57 Income Taxes - Unrecognized Tax Benefits (Details) HTML 45K
74: R58 Stockholders' Deficit (Details) HTML 54K
75: R59 Earnings per Share (Details) HTML 62K
76: R60 Commitments and Contingencies - Contingencies HTML 36K
(Details)
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78: R62 StockBased Compensation - Omnibus Incentive Plan HTML 144K
(Details)
79: R63 StockBased Compensation - Restricted Stock Units HTML 81K
(Details)
80: R64 Stock-Based Compensation - Additional information HTML 50K
(Details)
81: R65 Segment Reporting - Revenue and EBITDA from HTML 71K
Continuing Operations (Details)
82: R66 Segment Reporting - Reconciliation of EBITDA to HTML 47K
net income (Details)
83: R67 Segment Reporting - Balance Sheet Data (Details) HTML 42K
84: R68 Segment Reporting - Capital Expenditure (Details) HTML 33K
85: R69 Segment Reporting - Net Sales by Product and HTML 34K
Services (Details)
86: R70 Pay vs Performance Disclosure HTML 37K
87: R71 Insider Trading Arrangements HTML 31K
89: XML IDEA XML File -- Filing Summary XML 157K
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Exhibit 97.1
CPI CARD GROUP INC.
AMENDED AND RESTATED CLAWBACK POLICY
Introduction
The board of directors (the “Board”) of CPI Card Group Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for- performance compensation philosophy. The Clawback Policy was first adopted on August 30, 2016 and subsequently amended and restated on October 9, 2023 (the “Amendment Date”). The Clawback Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Administration
This Policy shall be administered by the compensation committee of the Board (the “Compensation Committee”). Any determinations and decisions made by the Compensation Committee shall be final, conclusive and binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. This Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and Nasdaq Stock Market (“Nasdaq”) listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and, to the extent this Policy is in any manner deemed inconsistent with such rules, this Policy shall be treated as retroactively amended to be compliant with such rules.
Covered Executives
This Policy applies to the Company’s current and former “executive officers” within the meaning of Rule 10D-1 under the Exchange Act (each, a “Covered Executive” and, collectively, the “Covered Executives”). For the avoidance of doubt, Covered Executives include all persons designated by the Board as Section 16 reporting officers.
Incentive-Based Compensation
For purposes of this Policy, Incentive-Based Compensation means any compensation (including cash and equity) which is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure (“Incentive-Based Compensation”). Financial reporting measures are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measures derived wholly or in part from such financial information, whether or not presented within the
Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”). For the avoidance of doubt, Incentive-Based Compensation does not include compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, equity awards with time-based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure.
Recoupment; Accounting Restatement
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation Committee will review all awards or payments of any form of Incentive-Based Compensation received by Covered Executives within the three-year period immediately preceding the date on which the Company is required to prepare the restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results from a change in the Company’s fiscal year (as set forth in Section 5608(b)(i)(D) of the Nasdaq listing standards). If the Compensation Committee determines that any such awards or payments were based on erroneous data and would have been lower had they been calculated based on the restated results, the Compensation Committee shall, as promptly as reasonably possible, recover, for the benefit of the Company, the difference between the amounts received (calculated without regard to any taxes paid or withheld) and the amounts that would have been received based on the restated results, as determined by the Compensation Committee. The date on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement.
For Incentive-Based Compensation based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Compensation Committee shall determine the amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that estimate and provide it to Nasdaq.
Incentive-Based Compensation is considered to have been received by a Covered Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
Method of Recoupment
The Compensation Committee will determine, in its sole discretion, subject to applicable law, the method for recouping awards and payments hereunder, and the form and timing of any repayments, which may include, without limitation, (i) repayment by the affected Covered Executive, or (ii) an adjustment to the payout of a future incentive. Covered Executives shall be solely responsible for any tax consequences to them that result from the recoupment or recovery of any amount pursuant to this Policy, and the Company shall have no obligation to administer the Policy in a manner that avoids or minimizes any such tax consequences.
Exceptions
The compensation recouped under this Policy shall not include Incentive-Based Compensation received by a Covered Executive (i) prior to beginning service as a Covered Executive or (ii) if he or she did not serve as a Covered Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. The Compensation Committee (or a majority of independent directors serving on the Board) may determine not to seek recovery from a Covered Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to Nasdaq), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to Nasdaq, or (C) recovery would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
No Indemnification
The Company shall not indemnify any Covered Executives or pay or reimburse the premium for any insurance policy to cover any loss of any incorrectly awarded or paid Incentive-Based Compensation or any claims relating to the Company’s enforcement of rights under this Policy.
No-Fault Recovery
Recoupment under this Policy shall be required regardless of whether the Covered Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.
Effective Date
This Policy, as amended and restated, shall be considered effective as of October 2, 2023 and shall apply to all awards or payments of any form of Incentive-Based Compensation that was received by a Covered Executive on or after that date.
Amendment; Termination
The Board or Compensation Committee may amend this Policy from time to time in its discretion.
Other Recoupment Rights
The Board intends that this Policy will be applied to the fullest extent of the law. The Board or the Compensation Committee or their authorized delegates may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Amendment Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company with respect to any Covered Executive subject to this Policy, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), regulation or pursuant to the terms of any other policy of the Company, employment agreement, equity award, cash incentive award or other agreement applicable to a Covered Executive. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive-Based Compensation under this Policy and any other such rights or remedies.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Approved and Ratified by the Compensation Committee: October 9, 2023
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/7/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/9/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | 4 | |||
| 8/30/16 | ||||
| List all Filings | ||||