UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

COMPOSECURE, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PROXY STATEMENT

April 18, 2025

COMPOSECURE, INC.

309 Pierce Street

Somerset, New Jersey 08873

Dear Stockholder:

You are cordially invited to the annual meeting of stockholders (the “Annual Meeting”) of CompoSecure, Inc. (the “Company”), which will be held virtually at 10:00 a.m. Eastern Time on May 28, 2025. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. You will be able to attend the Annual Meeting and vote during the Annual Meeting via live webcast through the link www.virtualshareholdermeeting.com/cmpo2025.

In connection with the Annual Meeting, you will be asked to consider and vote on certain proposals that are more fully described in the accompanying proxy statement (the “Proxy Statement”). Whether or not you plan to attend the Annual Meeting, we urge you to read the Proxy Statement and consider such information carefully before voting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS

VOTE “FOR” THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.

Your vote is very important. Even if you plan to attend the Annual Meeting, if you are a stockholder of record of Class A Common Stock (“Common Stock”), please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, or you may submit your proxy at the Annual Meeting. If you hold your shares of Common Stock in “street name” through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker or other nominee, which include instructions for voting by Internet or telephone.

On behalf of the Board of Directors, we thank you for your support of CompoSecure, Inc.


Yours sincerely,

David M. Cote Executive Chairman of the Board			Jonathan C. Wilk President, Chief Executive Officer and Director

This Proxy Statement is dated April 18, 2025. Holders of record of the Company’s Common Stock at the close of business on April 3, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting.

Instructions on how to vote your shares are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which is expected to be mailed on or about April 18, 2025.

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COMPOSECURE, INC.

309 Pierce Street

Somerset, New Jersey 08873

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2025

To the Stockholders of CompoSecure, Inc. (“we,” “our,” or the “Company”):

NOTICE IS HEREBY GIVEN that the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”) will be held virtually at 10:00 a.m. Eastern Time on May 28, 2025.

Virtual Annual Meeting

In order to facilitate stockholder attendance and participation, after careful consideration, the Company’s Board of Directors (the “Board”) has determined to hold a virtual annual meeting in order to enable stockholders to participate from any location and at no cost to stockholders. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and vote your shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/cmpo2025.

To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your “Important Notice Regarding the Availability of Proxy Materials,” proxy card, or voting instruction form. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be available on the Annual Meeting website on the day of the Annual Meeting.

Items of Business

At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

1.	A proposal to elect three Class I directors to serve on the Company’s Board of Directors for a term expiring at the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal, or death.

2.	A proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to increase the authorized number of shares of the Company’s Common Stock from 250,000,000 shares to 1,000,000,000 shares.

3.	A proposal to approve an amendment to the Company’s current Charter to remove obsolete provisions including those related to the Company’s now-eliminated dual class structure.

A proposal to approve an amendment to the Company’s 2021 Incentive Equity Plan (the “Plan”) to (a) increase the number of shares of the Company’s Common Stock reserved for issuance pursuant to the Plan by an additional four million (4,000,000) shares; (b) increase the annual automatic increase in the number of shares reserved for issuance pursuant to the Plan from 4% to 6% of the outstanding shares of the Company’s Common Stock as of the first day of each calendar year; and (c) extend the term of the Plan, which currently expires in 2031, to 2035.

5.	A proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

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The foregoing items of business are more fully described in the accompanying Proxy Statement, which you should read in its entirety and carefully consider prior to casting any votes in connection with such proposals. The Board has set the close of business on April 3, 2025, as the record date (the “Record Date”) for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of the stockholders as of the Record Date will be available for inspection by stockholders, for any purpose germane to the Annual Meeting, at the Company’s offices during normal business hours for a period of 10 days prior to the Annual Meeting. The list will also be made available electronically for inspection by stockholders in attendance at the virtual Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting virtually. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Instructions on how to vote your shares via the Internet are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which is expected to be mailed on or about April 18, 2025. Instructions on how to obtain a paper copy of our Proxy Statement and annual report to stockholders for the fiscal year ended December 31, 2024, are listed on the “Important Notice Regarding the Availability of Proxy Materials.” These materials can also be viewed online by following the instructions listed on our proxy card. If you choose to receive a paper copy of our Proxy Statement and annual report, you may vote your shares by completing and returning the proxy card that will be enclosed.

IMPORTANT NOTICE ON THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON MAY 28, 2025.

OUR PROXY STATEMENT AND ANNUAL REPORT FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2024 ARE AVAILABLE AT WWW.PROXYVOTE.COM.


			By Order of the Board of Directors

			Steven J. Feder Corporate Secretary

April 18, 2025

Somerset, New Jersey

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QUESTIONS AND ANSWERS			1
PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL			8
CORPORATE GOVERNANCE			14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22
EXECUTIVE OFFICERS & KEY EMPLOYEES			23
NON-EMPLOYEE DIRECTOR COMPENSATION			25
EXECUTIVE COMPENSATION			28
PROPOSAL 2: AUTHORIZED STOCK INCREASE PROPOSAL			41
PROPOSAL 3: OBSOLETE PROVISIONS REMOVAL PROPOSAL			43
PROPOSAL 4: EQUITY PLAN AMENDMENT PROPOSAL			44
PROPOSAL 5: AUDITOR RATIFICATION PROPOSAL			54
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56
STOCKHOLDER PROPOSALS AND OTHER INFORMATION			62
ANNEX 1: THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			Annex 1-1
ANNEX 2: COMPOSECURE, INC. 2021 INCENTIVE EQUITY PLAN			Annex 2-1
ANNEX 3: FIRST AMENDMENT TO THE COMPOSECURE, INC. 2021 INCENTIVE EQUITY PLAN			Annex 3-1
ANNEX 4: SECOND AMENDMENT TO THE COMPOSECURE, INC. 2021 INCENTIVE EQUITY PLAN			Annex 4-1

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PROXY STATEMENT

APRIL 18, 2025

COMPOSECURE, INC.

309 Pierce Street

Somerset, New Jersey 08873

2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2025

This Proxy Statement is being made available via Internet Access, beginning on or about April 18, 2025, to the owners of shares of Class A Common Stock (the “Class A Common Stock”) of CompoSecure, Inc. (the “Company,” “our,” or “we”) as of April 3, 2025 in connection with the solicitation of proxies by our Board of Directors for our 2025 annual meeting of stockholders (the “Annual Meeting”). On or about April 18, 2025, we expect to send an “Important Notice Regarding the Availability of Proxy Materials” to our stockholders. You will not automatically be entitled to receive by mail our Proxy Statement and annual report to stockholders for the fiscal year ended December 31, 2024 (the “annual report”). If you would like to receive a printed copy of our Proxy Statement, annual report and proxy card, please follow the instructions for requesting such materials in the notice. Upon request, we will promptly mail to you paper copies of such materials free of charge.

QUESTIONS AND ANSWERS

The following section addresses certain questions about this Proxy Statement and the proposals described herein, which are to be presented at the Annual Meeting.

The Annual Meeting will be held virtually at 10:00 a.m. Eastern Time on May 28, 2025. You will be able to attend and vote at the Annual Meeting via live webcast through the link www.virtualshareholdermeeting.com/cmpo2025.

The following questions and answers may not include all of the information that is important to you as a stockholder of the Company. We urge our stockholders to read this entire Proxy Statement and our annual report and to carefully consider all of such information before casting any votes with respect to the proposals presented herein.

Why did I receive an “Important Notice Regarding the Availability of Proxy Materials”?

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials, we send an “Important Notice Regarding the Availability of Proxy Materials” to stockholders. All stockholders will have the ability to access the proxy materials on a website referred to in the notice or to request a printed set of these materials at no charge. You will not receive a printed copy of the proxy materials unless you specifically request one from us. Instead, the notice instructs you as to how you may access and review all of the important information contained in the proxy materials via the Internet and submit your vote via the Internet.

Why is the Annual Meeting a virtual, online meeting?

We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Detailed instructions on how to participate at the Annual Meeting may be found online at www.virtualshareholdermeeting.com/cmpo2025.

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What is the purpose of this document?

We are soliciting stockholder votes with respect to the following proposals:

A proposal to elect three Class I directors to serve on the Company’s Board of Directors (the “Board”) for a term expiring at the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal or death (the “Director Election Proposal”);

2.	A proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to increase the authorized number of shares of the Company’s Common Stock from 250,000,000 shares to 1,000,000,000 shares (the “Authorized Stock Increase Proposal”);

3.	A proposal to approve an amendment to the current Charter to eliminate obsolete provisions including those related to the Company’s now-eliminated dual class structure (the “Obsolete Provisions Removal Proposal”);

A proposal to approve an amendment to the Company’s 2021 Incentive Equity Plan (the “Plan”) to (a) increase the number of shares of the Company’s Common Stock reserved for issuance pursuant to the Plan by an additional four million (4,000,000) shares; (b) to increase the annual automatic increase in the number of shares reserved for issuance pursuant to the Plan from 4% to 6% of the outstanding shares of the Company’s Common Stock as of the first day of each calendar year; and (c) to extend the term of the Plan, which currently expires in 2031, to 2035 (the “Equity Plan Amendment Proposal”); and

5.	A proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”).

For more information about these proposals, please see the sections entitled “The Director Election Proposal,” “The Authorized Stock Increase Proposal,” “The Obsolete Provisions Removal Proposal,” “The Equity Plan Amendment Proposal,” and “The Auditor Ratification Proposal.”

Did the Resolute Transaction have an impact on my voting rights?

In September 2024, Resolute Compo Holdings LLC (“Resolute Compo Holdings”) became the majority owner of the Company, having acquired from existing stockholders approximately 60% of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), upon conversion from shares of Class B Common Stock (the “Resolute Transaction”). Upon completion of the Resolute Transaction, all issued and outstanding shares of Class B Common Stock of the Company were cancelled, and the Company’s dual-class structure was eliminated.

Only stockholders of record and beneficial owners of the Company’s Class A Common Stock at the close of business on April 3, 2025 (the “Record Date”) are entitled to receive notice of, vote at and attend the Annual Meeting. At the close of business on the Record Date, there were 102,317,852 shares of our Class A Common Stock issued and outstanding and entitled to vote at the Annual Meeting, held by 11 holders of record (recognizing that many of the shares are held in street name with brokerage firms). Each outstanding share of the Company’s Class A Common Stock as of the Record Date entitles its holder to cast one vote on each matter to be voted upon.

As of the Record Date, Tungsten 2024 LLC and its affiliates, including Resolute Compo Holdings, owned approximately 50.5% of the voting power of the Company’s Class A Common Stock and therefore is able to control all matters that require approval by the stockholders of the Company at the Annual Meeting, including all of the proposals discussed in this Proxy Statement and any other matters which may come before the Annual Meeting.

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What is the difference between holding shares of Common Stock as a stockholder of record and as a beneficial owner?

Certain of our stockholders hold or may in the future hold their shares of Class A Common Stock beneficially through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares owned beneficially and those held of record.

Beneficial Owner: If your shares of Class A Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card by your bank, broker or other nominee, as the case may be. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote. The voting instruction card from your bank, broker or other nominee contains voting instructions for you to use in directing the bank, broker or other nominee how to vote your shares, which include instructions for voting by Internet or telephone. You may also cast your vote by using the 16-digit control number included on your proxy card, voter instruction card or “Important Notice Regarding the Availability of Proxy Materials.”

Stockholder of Record: If your shares of Class A Common Stock are registered directly in your name with us or our stock transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered the stockholder of record with respect to those shares and these proxy materials are being sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote at the Annual Meeting by following the instructions located at www.virtualshareholdermeeting.com/cmpo2025. You can authorize your proxy or, if you have requested that the proxy materials be sent to you by mail, timely return the proxy card enclosed.

What do I need to do to attend the Annual Meeting?

Stockholders of record as of the Record Date can attend the Annual Meeting online by logging onto our virtual forum at www.virtualshareholdermeeting.com/cmpo2025 and following the instructions provided on your proxy card, vote instruction card or “Important Notice Regarding the Availability of Proxy Materials.” To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card, voter instruction card or “Important Notice Regarding the Availability of Proxy Materials.” If you do not have this control number at the time of the Annual Meeting, you will still be able to attend virtually, but you will not be able to vote.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Attendees should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the virtual Annual Meeting. Attendees should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the virtual Annual Meeting.

Where can I obtain technical assistance if I encounter technical difficulties accessing virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting.

What constitutes a quorum?

The presence of a quorum is required for business to be conducted at the Annual Meeting. In accordance with Delaware General Corporation Law and our Second Amended and Restated Bylaws (“Bylaws”), the presence at the Annual Meeting, through virtual attendance or by proxy, of the holders of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. As of the Record Date, our Class A Common Stock was the only class of our capital stock eligible to vote at the Annual Meeting, and there were 102,317,852 shares of our Class A Common Stock outstanding and entitled to vote. If you submit a properly executed proxy card, regardless of whether you abstain from voting, your shares represented by such proxy card will be considered in determining the presence of a quorum.

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How do I vote?

You may vote at the Annual Meeting by following the instructions posted at www.proxyvote.com or by mail, Internet, or telephone. If you hold your shares of Class A Common Stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by Internet or telephone.

Voting by Mail: If you are a holder of record of Class A Common Stock and choose to vote by mail, simply complete, sign and date your proxy card and mail it in the accompanying pre-addressed envelope to Broadridge Financial Solutions, Inc. (“Broadridge”). If you hold Class A Common Stock beneficially in “street name” and choose to vote by mail, you must complete, sign and date the voting instruction card provided by your bank, broker, or other nominee and mail it in the accompanying pre-addressed envelope within the specified time period.

Voting by Internet: If you are a holder of record of Class A Common Stock and choose to vote by Internet, go to www.proxyvote.com and follow the instructions to obtain your records and to create an electronic voting instruction form to transmit your voting instructions. You must have your proxy card in hand when you access the website and you must transmit your voting instructions by 11:59 p.m. Eastern Time on May 27, 2025, the day before the Annual Meeting.

Voting by Telephone: If you are a holder of record of Class A Common Stock and choose to vote by telephone, simply use any touch-tone telephone to transmit your voting instructions by calling the following number: 1-800-690-6903 and following the instructions. You must have your proxy card in hand when you call and you must transmit your voting instructions by 11:59 p.m. Eastern Time on May 27, 2025, the day before the Annual Meeting.

Voting at the Annual Meeting: If you attend the virtual Annual Meeting, you will be able to vote online at www.virtualshareholdermeeting.com/cmpo2025.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance as described above, so that your vote will be counted if you later decide not to attend the Annual Meeting. Any vote properly cast at the Annual Meeting will supersede any previously submitted proxy or voting instructions. For additional information, please see “—Can I change my vote or revoke my proxy after I return my proxy card?” below.

What is the deadline to provide my proxy?

If you give instructions as to your proxy appointment to the Annual Meeting by telephone or through the Internet, such instructions must be received by 11:59 p.m. Eastern Time on May 27, 2025, the day before the Annual Meeting. If you mail your executed proxy card for the Annual Meeting, such proxy card must be received by May 27, 2025, the day before the Annual Meeting.

How does the Board of Directors recommend I vote on the proposals?

The recommendations of the Board are set forth after the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

•	“FOR” the election of each of the director nominees named in the Director Election Proposal; and

•	“FOR” the Authorized Stock Increase Proposal; and

•	“FOR” the Obsolete Provisions Removal Proposal; and

•	“FOR” the Equity Plan Amendment Proposal; and

•	“FOR” the Auditor Ratification Proposal.

How will my shares of Class A Common Stock be voted if I do not indicate a vote on my proxy card?

Your shares will be voted as you indicate on the proxy card or voting instruction form, as applicable. If you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted as recommended by the Board on those items. See the question above entitled “—How does the Board of Directors recommend I vote on the proposals?” Your shares will be voted in accordance with the discretion of the proxyholders as to any other matter that is properly presented at the Annual Meeting.

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Will my shares be voted if I do not provide my proxy?

For stockholders of record: If you are the stockholder of record and you do not vote by proxy card or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.

For holders in street name: If your shares are held in street name, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Subject to applicable Nasdaq Stock Market LLC (“Nasdaq”), New York Stock Exchange and SEC rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on “routine” proposals (such as the Auditor Ratification Proposal) when they have not received voting instructions.

When a proposal is not a routine matter and you have not provided voting instructions to the brokerage firm with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. The missing votes for these non-routine matters are called “broker non-votes.” For the effect of broker non-votes on each proposal, see “—What vote is required to approve each proposal?” below. The Director Election Proposal, Authorized Stock Increase Proposal, Obsolete Provisions Removal Proposal and Equity Plan Amendment Proposal are non-routine matters, and the Auditor Ratification Proposal is a routine matter. Accordingly, a broker non-vote will not affect the outcome of voting on the Director Election Proposal, Authorized Stock Increase Proposal, Obsolete Provisions Removal Proposal and Equity Plan Amendment Proposal, and broker non-votes are not applicable to the Auditor Ratification Proposal.

Can I change my vote or revoke my proxy after I authorize or return my proxy card?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the Annual Meeting. If you are a stockholder of record as of the Record Date, regardless of the way in which you submitted your original proxy, you may change it by:

•	Returning a later-dated signed proxy card or written notice of revocation, as applicable, to Broadridge at c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, Attention: Vote Processing;

•	Submitting written notice of revocation over the Internet at www.proxyvote.com to Broadridge before 11:59 p.m. Eastern Time on May 27, 2025, the day before the Annual Meeting;

•	Calling Broadridge at 1-800-690-6903 before 11:59 p.m. Eastern Time on May 27, 2025, the day before the Annual Meeting; or

•	Attending the Annual Meeting and properly voting using the instructions posted at www.virtualshareholdermeeting.com/cmpo2025.

If your shares of Class A Common Stock are held through a bank, broker, or other nominee, you will need to contact that nominee if you wish to change your voting instructions. You may also vote virtually at the Annual Meeting by using the 16-digit control number included on your proxy card, voter instruction card or “Important Notice Regarding the Availability of Proxy Materials.” Mere attendance at the Annual Meeting will not cause your previously granted proxy to be revoked.

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What vote is required to approve each proposal?

Proposal

Vote Required

What Are My

Voting Choices?

Effect of

Withhold/

Abstentions

Broker

Non-Votes

Director Election Proposal

The election of directors shall be determined by a plurality of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon.

“FOR”

“WITHHOLD”

No Effect

Authorized Stock Increase Proposal

The votes cast for the proposal must exceed the votes cast against the proposal, by holders entitled to vote thereon, voting as a single class.

“FOR”,

“AGAINST”, or

“ABSTAIN”

No Effect

Obsolete Provisions Removal Proposal

The vote of a majority of the outstanding shares entitled to vote thereon.

“FOR”,

“AGAINST”, or

“ABSTAIN”

Same Effect as a Vote “AGAINST”

Equity Plan Amendment Proposal

The vote of a majority of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon.

“FOR”,

“AGAINST”, or

“ABSTAIN”

No Effect

Auditor Ratification Proposal

The vote of a majority of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon.

“FOR”,

“AGAINST”, or

“ABSTAIN”

No Effect

N/A (Broker Non-Votes Not Expected)

The holders of Class A Common Stock are not entitled to preemptive rights or cumulative voting on any of the aforementioned proposals, nor are such holders entitled to dissenters’ or appraisal rights with respect to such proposals.

Notwithstanding the vote standards described herein, please be advised that the Auditor Ratification Proposal is advisory only and will not be binding on the Company or the Board and will not create or imply any change in the fiduciary duties of, nor impose any additional fiduciary duty on, the Company or the Board or its committees. However, the Board or Audit Committee, as the case may be, will take into account the outcome of the votes when considering what action, if any, should be taken in response to the advisory vote by stockholders.

What happens if additional matters are presented at the Annual Meeting?

Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders will have the discretion to vote your shares of Class A Common Stock on any additional matters properly presented for a vote at the Annual Meeting or any adjournment, adjournments or postponement of the Annual Meeting.

Who will solicit proxies on behalf of the Board?

Our Board is asking you to give your proxy to Timothy Fitzsimmons, Chief Financial Officer and Steven J. Feder, General Counsel and Corporate Secretary. Giving your proxy to Messrs. Fitzsimmons and Feder

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means that you authorize Messrs. Fitzsimmons and Feder, either of them or their duly appointed substitutes, to vote your shares at the Annual Meeting in accordance with your instructions. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, then the shares will be voted in accordance with the Board’s recommendations.

Proxies may be solicited on behalf of the Board, without additional compensation, by the Company’s directors and certain executive officers or employees of the Company.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. We are required to request that any brokers, trustees and other nominees who hold shares in their names furnish our proxy materials to the beneficial owners of the shares, and we must reimburse these brokers, trustees and other nominees for the expenses of doing so in accordance with statutory fee schedules.

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PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL

The Company’s current Charter divides the Board into three classes with staggered three-year terms. The size and membership of our Board changed in 2024 and 2025. In connection with the Resolute Transaction, on September 17, 2024, Mitchell Hollin and Michele Logan resigned from the Board, David Cote joined the Board as Executive Chairman, and each of John Cote, Joseph J. DeAngelo, Roger Fradin, Mark James and Thomas R. Knott joined the Board as members. The size of the Board was also increased from seven (7) members to eleven (11) members. Following the completion of the Resolute Transaction, effective October 18, 2024, Niloofar Razi Howe resigned from the Board for personal reasons, and Dr. Krishna Mikkilineni joined the Board to fill Ms. Howe’s seat. Effective February 28, 2025, Roger Fradin resigned from the Board for personal reasons and was engaged as an adviser to the Board. Contemporaneous with Mr. Fradin’s resignation, the size of the Board was decreased from eleven (11) members to ten (10) members.

As of April 3, 2025, ten (10) directors were serving on the Board, as follows:


Class I Director (Nominated for re-election until 2028)	Class II Director (Continuing until 2026)	Class III Director Nominees (Continuing until 2027)
John D. Cote	Brian F. Hughes	David M. Cote
Jane J. Thompson	Thomas R. Knott	Paul S. Galant
Jonathan C. Wilk	Mark R. James	Dr. Krishna Mikkilineni
	Joseph J. DeAngelo

At the Annual Meeting, stockholders will be asked to elect the three Class I directors to serve for a three-year term expiring at the annual meeting of stockholders in 2028.

The Board has nominated Mr. John Cote, Ms. Thompson and Mr. Wilk as Class I directors based on the Board’s assessment of their candidacy, including the recommendation of our Nominating and Corporate Governance Committee.

Proxies solicited by or on behalf of the Board will, unless otherwise directed, be voted to elect Mr. John Cote, Ms. Thompson, and Mr. Wilk. Mr. John Cote, Ms. Thompson and Mr. Wilk have each indicated a willingness to continue to serve for the term to which they have been nominated, if elected. In case any nominee is not a candidate at the Annual Meeting, the proxies named in the enclosed form of proxy intend to vote in favor of the remaining nominees and to vote for a substitute nominee in their discretion in such class, as they shall determine.

Set forth on the following pages is information about each of Mr. John Cote, Ms. Thompson, and Mr. Wilk, including their age, principal occupation, and business experience for at least the past five years and the names of other publicly held companies on whose boards they serve or have served during the past five years.

Vote Required

For the vote standard applicable to this proposal, along with the effect of abstentions and broker non-votes, see “Questions and Answers—What vote is required to approve each proposal?” above.

Board Recommendation

After careful consideration, the Board determined that election of each of the nominees for director named above is advisable and in the best interests of the Company and its stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

EACH OF THE NOMINEES FOR CLASS I DIRECTOR NAMED ABOVE.

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Director Nominee Biographies – Class I Directors


Name			Principal Occupation and Business Experience
John D. Cote Age: 43			Mr. Cote has served as a member of the Board since September 17, 2024 and currently serves as Chairman of the Nominating and Corporate Governance Committee (of which he was a member from September 17, 2024 to February 28, 2025). He has served as a Managing Partner and founder of SRM Equity Partners, LLC, a private equity firm, since October 2013. Among his previous roles, Mr. Cote served as the Chief Executive Officer of Industrial Inspection & Analysis, Inc., an inspection, testing and analytical business, from September 2015 to September 2019, and has served as Chairman since September 2015. Mr. Cote brings a background in investment banking from his years at J.P. Morgan Chase & Co, a global investment bank and financial services firm, from 2005 to 2011, where he worked on equity, debt, and M&A transactions in the Natural Resources Coverage group, and where he was a member of the Corporate Client Banking strategy team. Mr. Cote is the son of Mr. David Cote. Mr. Cote was selected to be appointed to serve on our Board due to his deep leadership and investing experience, including in the industrial sector.

Jane J. Thompson Age: 73			Ms. Thompson has served as a member of the Board since December 27, 2021 and currently serves as a member of the Compensation Committee. She had previously served during 2024 as Chairman of the Compensation Committee until September 17, 2024, and as a member of the Nominating and Corporate Governance Committee from September 17, 2024 to February 28, 2025. Ms. Thompson is the founder and Chief Executive Officer of Jane J. Thompson Financial Services LLC, a management consulting firm she founded in 2011. From May 2002 to June 2011, Ms. Thompson served as President of Walmart Financial Services, a division of Walmart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, a department store chain, and was a partner with McKinsey & Company, Inc. advising consumer companies. Since 2012, Ms. Thompson has served on numerous public and private boards in fintech, financial services and payments. She currently serves as a director for Navient Corporation (Nasdaq: NAVI), an education financing company, and Katapult Holdings, Inc. (Nasdaq: KPLT), a financial technology company. Ms. Thompson received a Master’s in Business Administration from Harvard Business School and a Bachelor’s in Business Administration in Marketing from the University of Cincinnati. Ms. Thompson was chosen to serve on the Board because of her extensive experience in the fields of fintech, financial services and payments, and management consulting, as well as her experience as a member of various boards of directors.

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Name			Principal Occupation and Business Experience
Jonathan C. Wilk Age: 56			Mr. Wilk has served as a member of the Board since December 27, 2021. Mr. Wilk has led the Company for over eight years, serving as the Company’s President and Chief Executive Officer since May 2017, having joined in March 2016 as President and Chief Revenue Officer. He brings more than 25 years of banking, consulting, and private equity operating experience. Prior to joining the Company, from January 2014 to October 2015, he served as the President of PayChoice, a leading SaaS-based payroll company. Prior to PayChoice, from 2011 to 2013, Mr. Wilk was with JPMorgan Chase, where he joined as the Head of Product and Chief Marketing Officer for the Consumer Bank. He was responsible for checking, savings, debit, and prepaid products as well as brand and advertising and sponsorships for consumer banking. Prior to that, Mr. Wilk held several senior positions at Bank of America Merrill Lynch between 2003 and 2011, including the Global Head of Product for Treasury Services and the Head of Consumer and Small Business Deposits. Prior to his banking experience, Mr. Wilk was a management consultant with firms including Booz Allen Hamilton and Mercer Management Consulting. Mr. Wilk holds an MBA from the Kellogg Graduate School of Management at Northwestern University with majors in Strategy, Marketing, and Finance and a BS in Business Management from Pennsylvania State University. Mr. Wilk was chosen to serve on the Board because of his 25 years of banking, consulting, and private equity operating experience, and as the Company’s President and Chief Executive Officer, he is able to provide the Board with critical insight into the day-to-day operations of the Company.

Continuing Director Biographies – Class II Directors


Name			Principal Occupation and Business Experience
Joseph J. DeAngelo Age: 63			Mr. DeAngelo has served as a member of the Board since September 17, 2024, and currently serves as the chairperson of the Audit Committee and a member of the Nominating and Corporate Governance Committee. He has served as a director of Vertiv Holdings Co. (NYSE: VRT), a digital infrastructure and continuity provider, since October 2022 and as Chairman of the Board, President and Chief Executive Officer of HD Supply Holdings, Inc. (“HDS”), one of the largest industrial distributors in North America, beginning in March 2015. Mr. DeAngelo previously served as President and Chief Executive Officer of HDS beginning January 2005, and was a member of HDS’s board beginning August 2007, serving in each position until the closing of the acquisition of HDS by The Home Depot, a home improvement retail corporation, during 2020. Mr. DeAngelo also served as Executive Vice President and Chief Operating Officer of The Home Depot during 2007, and from 2005 to 2006, he served as Executive Vice President of HDS. Mr. DeAngelo was chosen to serve on our Board due to his extensive leadership, management experience, and industry knowledge.

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Name			Principal Occupation and Business Experience
Brian F. Hughes Age: 66			Mr. Hughes has served as a member of our Board since December 27, 2021 and currently serves as a member of the Audit Committee. Mr. Hughes currently serves as a director and audit committee chair of both Bentley Systems (Nasdaq: BSY), an infrastructure engineering software company, and Innovid Corp. (NYSE: CTV), an advertising and analytics technology company. Mr. Hughes was previously an audit partner, the national private markets group leader, and venture capital co-leader at KPMG LLP, a multinational audit, tax and advisory services firm, where he worked from 2002 to 2019, and an audit partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes received a Master’s in Business Administration and a Bachelor of Science in Economics and Accounting from the Wharton School of the University of Pennsylvania. Mr. Hughes was chosen to serve on the Board because of his financial expertise, extensive accounting, auditing, and venture capital experience as well as his experience as a director and advisor of other companies. Mr. Hughes also has experience in cybersecurity matters, as evidenced by his CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute.

Mark R. James Age: 63			Mr. James has served as a member of the Board since September 17, 2024, and currently serves as the chairperson of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. James had previously served as chairperson of the Nominating and Corporate Governance Committee until February 28, 2025. He is the President of Mark James Enterprises, his own executive consulting business. Previously, Mr. James served in roles of increasing seniority at multinational conglomerate Honeywell for over 20 years before his retirement in July 2020, including nearly 13 years as Chief Human Resources Officer (“CHRO”). Prior to becoming CHRO, Mr. James’ prior roles at Honeywell included serving as Vice President of Human Resources and Communications for Honeywell Aerospace, Vice President of Human Resources and Communications for Honeywell Aerospace Electronic Systems, and HR Director of Federal Manufacturing and Technologies. Mr. James was selected to serve on our Board due to his deep leadership and management experience, including in the industrial sector.

Thomas R. Knott Age: 39			Mr. Knott has served as a member of the Board since September 17, 2024, and currently serves as a member of the Compensation Committee. Mr. Knott was employed as Co-Chief Investment Officer of the Company from September 25, 2024, until the transfer of his employment to Resolute Holdings Management, Inc. (“Resolute Holdings”) in connection with the completion of the Spin-Off on February 28, 2025, following which he serves as Chief Investment Officer of the Company. Mr. Knott previously served as the Head of the Permanent Capital Strategies Group in the Consumer and Investment Management Division of Goldman Sachs, a global investment bank and securities firm, starting in March 2018. He was also the CEO, CFO, Secretary and Director of special purpose acquisition companies GSAH I and GSAH II, respectively. Mr. Knott led all aspects of Goldman Sachs’ co-sponsorship of GSAH II from its initial public offering in June 2020 to its merger with Mirion Technologies, a provider of nuclear measurement and detection systems, in October 2021. He also led GSAH I from its initial public offering in June 2018 to its merger with Vertiv in February 2020. Mr. Knott was chosen to serve on the Board due to his years of finance and investing experience and his extensive knowledge of the public markets.

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Continuing Director Biographies – Class III Directors


Name			Principal Occupation and Business Experience
David M. Cote Age: 72			Mr. Cote has served as the Executive Chairman of the Board since September 17, 2024, and as Co-Chief Investment Officer from September 25, 2024 until the transfer of his employment to Resolute Holdings in connection with the completion of the Spin-Off on February 28, 2025, following which he continues to serve as Executive Chairman of the Board. In addition, he has served as the Executive Chairman of the board of directors of Vertiv since February 2020 and as Chief Executive Officer, President and Secretary and Chairman of the board of directors of its predecessor, GSAH I, from April 2018 until February 2020. Mr. Cote previously served as Chairman and Chief Executive Officer of multinational conglomerate Honeywell from July 2002 to March 2017 and subsequently as Executive Chairman of the board of directors of Honeywell until April 2018. He joined Honeywell as President and Chief Executive Officer in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW, a provider of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002. From February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of multinational conglomerate General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018, as well as a director of Juniper Industrial Holdings, Inc., a special purpose acquisition company, from March 2020 until its merger with Janus International Group Inc. in June 2021. Mr. Cote is the father of Mr. John Cote. Mr. Cote was chosen to serve on our Board due to his many years of experience leading global organizations, his extensive knowledge of the global business environment, and his unique understanding of the opportunities and challenges facing our business.

Paul S. Galant Age: 57			Mr. Galant has served as a member of the Board since September 21, 2022, and currently serves as a member of the Nominating and Corporate Governance Committee. Mr. Galant previously served as an Operating Partner of Churchill Capital, a real estate investment banking and investment firm, from January 2020 to January 2024, and served on the board of directors of Vivint Smart Home, Inc. (NYSE: VVNT), a smart home and security provider, from October 2015 to March 2023. Prior to that, Mr. Galant served as Chief Executive Officer of Brightstar Corp. (“Brightstar”), a leading mobile services company for managing devices and accessories and subsidiary of SoftBank Group Corp., a multinational investment holding company (“Softbank”), and he has served as an Operating Partner of SoftBank. Prior to joining Brightstar, Mr. Galant was the Chief Executive Officer of VeriFone Systems, Inc., an electronic payment transactions company (“VeriFone”), and was a member of VeriFone’s board of directors, since October 2013. Prior to joining VeriFone, Mr. Galant served as the CEO of the Enterprise Payments business of Citigroup, Inc., a multinational financial services corporation (“Citigroup”) since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of global B2C and C2B digital payments solutions. From 2009 to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Card and Merchant Acquiring businesses. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citigroup’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup in 2000. Prior to joining Citigroup, Mr. Galant held

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Name			Principal Occupation and Business Experience
			positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a B.S. in Economics from Cornell University where he graduated a Phillip Merrill Scholar. Mr. Galant was chosen to serve on the Board because of his valuable experience in the financial services industry and in operations matters.

Dr. Krishna Mikkilineni Age: 65			Dr. Mikkilineni has served as a member of the Board since October 18, 2024, and currently serves as a member of the Compensation Committee and Audit Committee. Dr. Mikkilineni currently serves as General Partner of StartupXseed, a deep-tech venture fund, and as Co-Founder of The GAIN, a startup accelerator, roles he has held since 2019 and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell International, Inc. for over 33 years, including as global Chief Technology Officer, a role he held for nine years, and as global Chief Information Officer, a role he held for six years. Dr. Mikkilineni has been a member of the board of directors of Kone Corporation, a global elevator and escalator company, since 2022. Dr. Mikkilineni received his Ph.D. in electrical and computer engineering from the University of Florida. Dr. Mikkilineni was chosen to serve on our Board due to his extensive leadership and investing experience, technological expertise, as well as for his experience growing and expanding new businesses.

Stockholder Nominations for Director Candidates

In order for a stockholder to nominate a person for election to the Board or bring other business before the 2026 annual meeting of stockholders, the stockholder must comply with the advance notice provisions of our Bylaws, which require that the stockholder deliver written notice to the Corporate Secretary and comply with the other requirements set forth in the Bylaws. See “Stockholder Proposals and Other Information—Deadline for Submission of Stockholder Proposals and Recommendations for Director” for more information.

Nomination Rights

Certain of our directors have been designated by Resolute Compo Holdings pursuant to the terms of the Governance Agreement. See “Certain Relationships and Related Party Transactions” for more information on the Governance Agreement and the Waiver Agreement.

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CORPORATE GOVERNANCE

The Board is committed to governance practices that promote long-term stockholder value and strengthen Board and management accountability to our stockholders, clients and other stakeholders. Our key governance practices include:


•	6 of our 10 directors are independent	•	Clawback policy for management incentive compensation
•	Separate CEO and Board Chair positions	•	Independent directors meet regularly without management
•	Mandatory stock ownership for CEO, other executive officers and non-employee directors

Controlled Company Status

As a result of the Resolute Transaction, the Company is a “controlled company” within the meaning of the Nasdaq listing rules. As of the Record Date, Tungsten 2024 LLC and its affiliates owned approximately 50.5% of the voting power of the Company’s Class A Common Stock, and therefore is able to control all matters that require approval by the stockholders of the Company, including the election and removal of directors, changes to the Company’s organizational documents and approval of acquisition offers and other significant corporate transactions.

As a “controlled company” within the meaning of the Nasdaq listing rules, the Company qualifies for and relies on certain exemptions from certain corporate governance requirements.


Nasdaq Exemption		Company Governance
•	No requirement to have a majority of independent directors on Board	•	A majority (six (6) of ten (10) directors) are independent, as required by our Governance Agreement
•	No requirement to have ALL independent directors on Compensation Committee	•	A majority, but not all, of the Compensation Committee members are presently independent directors
•	No requirement that director nominations be made by only independent directors	•	A majority, but not all, of the Nominating and Corporate Governance Committee (which makes director nominations) members are presently independent directors

Board of Directors

The business and affairs of the Company are managed under the direction of our ten-member Board in accordance with our Charter, Bylaws, and our Corporate Governance Guidelines, copies of which can be found on our website at ir.composecure.com/corporate-governance/governance-overview. Our Board is divided into three classes of directors, with the directors serving staggered three-year terms, with only one class of directors elected at each annual meeting of our stockholders. Our Class I directors are John Cote, Jane J. Thompson and Jonathan C. Wilk (with their terms expiring at the Annual Meeting), our Class II directors are Thomas R. Knott, Mark James, Joseph J. DeAngelo and Brian Hughes (with their terms expiring at the 2026 annual meeting) and our Class III directors are Dr. Krishna Mikkilineni, Paul Galant and David Cote (Executive Chairman) (with their terms expiring at the 2027 annual meeting). Each of our Class I directors are director nominees for election at the Annual Meeting.

John Cote is the son of David Cote. There are no other family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. We believe that our Board’s classified structure provides enhanced continuity and stability in business strategies and policies, which is beneficial for long-term strategic planning and oversight of our operations. We believe that maintaining a classified board structure balances the need for stockholders to express their opinion on the Board’s performance with the need for our directors to focus on our long-term success and maximizing value for stockholders.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in each of

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the directors’ individual biographies above. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess, but in identifying and evaluating director nominees, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. The Board evaluates director candidates recommended by stockholders using the same criteria. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Board Skills Matrix

The table below summarizes certain of the key experiences, qualifications, skills, and attributes that our directors bring to the Board to enable effective oversight. This table is intended to provide a summary of qualifications of our directors, including our director nominees, and is not a complete list of each director or director nominee’s strengths or contributions to the Board. Additional details on each director’s experiences, qualifications, skills, and attributes are set forth in their biographies.

SEC Form DEF 14A filed by CompoSecure Inc.