Form 4: CompoSecure CEO's RSU Vesting and Tax Withholding

CompoSecure CEO Jonathan Wilk reported multiple transactions involving shares withheld for tax obligations related to the vesting of restricted stock units.

Summary

• Jonathan Wilk, President and CEO of CompoSecure, Inc. (CMPO), reported several transactions involving the withholding of Class A Common Stock to satisfy tax obligations.
• On September 9, 2025, 169,439 shares were withheld at a price of $19.4 per share, related to performance-vesting RSUs originally granted on March 16, 2022.
• On January 1, 2026, a total of 512,892 shares were withheld across three separate RSU grants (208,690 shares from March 16, 2022 grant; 129,449 shares from March 8, 2023 grant; 174,753 shares from March 15, 2024 grant) at a price of $19.28 per share.
• On January 2, 2026, an additional 49,112 shares were withheld at $19.28 per share, related to performance-vesting RSUs originally granted on March 8, 2023.
• All RSU grants were adjusted in connection with the spin-off of Resolute Holdings Management, Inc.
• Following these transactions, Wilk directly beneficially owns 2,697,647 shares of Class A Common Stock and indirectly owns 770,295 shares through CompoSecure Employee LLC, totaling 3,467,942 shares.

Sentiment

Score: 7

Explanation: The filing indicates the successful vesting of executive compensation, including performance-based RSUs, suggesting the achievement of company targets and continued executive commitment. While shares were withheld for taxes, this is a standard practice and not a negative indicator. The CEO maintains substantial beneficial ownership and has significant future vesting, aligning his interests with long-term company performance.

Positives

• The vesting of performance-based and time-vesting restricted stock units indicates the achievement of performance targets and continued service by the CEO.
• Jonathan Wilk maintains significant beneficial ownership in CompoSecure, Inc., aligning his interests with shareholders.

Negatives

• A substantial number of shares were withheld to cover tax obligations, reducing the direct share count held by the CEO.

Future Outlook

Jonathan Wilk has significant future RSU vesting scheduled, including 275,742 time-vesting RSUs and 827,227 performance-vesting RSUs vesting on January 1, 2027, and 325,513 RSUs vesting in three equal installments through February 2032, all contingent on his continued service.

Industry Context

This Form 4 is a routine disclosure of executive compensation and beneficial ownership changes, which does not typically provide broader industry context. It reflects standard practices for executive equity compensation in publicly traded companies.

Comparison to Industry Standards

• This filing details standard executive compensation practices, specifically the vesting of restricted stock units and the withholding of shares for tax purposes.
• This is a common mechanism used across various industries to align executive incentives with shareholder value and is consistent with typical compensation structures for CEOs in publicly traded technology or financial services companies.
• No specific comparable companies or projects are mentioned in the filing itself.

Related Party Transactions

• The reporting person's indirect beneficial ownership of 770,295 shares through CompoSecure Employee LLC is noted, with Jonathan Wilk being the sole member of the LLC.

Stakeholder Impact

• Shareholders: The vesting of RSUs and continued significant beneficial ownership by the CEO aligns management's interests with shareholder value. The withholding of shares for taxes is a routine event and does not directly impact other shareholders' holdings.
• Employees: The RSU program demonstrates a mechanism for executive compensation, which can set a precedent or context for broader employee incentive programs.

Next Steps

• Continued vesting of 275,742 2024 Unvested Time-Vesting RSUs on January 1, 2027.
• Continued vesting of 827,227 performance-vesting RSUs on January 1, 2027.
• Future vesting of 325,513 shares underlying RSUs in three equal installments on February 26, 2028, February 26, 2030, and February 26, 2032.

Key Dates

Recommendation

This Form 4 primarily details routine executive compensation events (RSU vesting and tax withholding) and changes in beneficial ownership. It does not contain new operational or financial performance data that would typically warrant a change in investment recommendation. The continued vesting of RSUs and the CEO's substantial ownership are positive for alignment but are expected events. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present new information to alter the fundamental investment thesis.

Keywords

CompoSecure, CMPO, Jonathan Wilk, SEC Form 4, Restricted Stock Units, RSU vesting, beneficial ownership, executive compensation, tax withholding, insider transaction