DEF 14A of NCR Atleos Corp, Apr 1, 2024

DEF 14A of NCR Atleos Corp

Filed Apr 1, 2024 · FY20230000950170-24-039321

Open on EDGAR

  1. Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees

    Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees

  2. Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees

    | | | | | | | | | | | | | Individual Skills / Qualifications | | | | | | | | | | | | | CEO or President Leadership Experience as a chief executive officer or president in a major organization | • | | • | • | | • | • | | 62.5% | | | Communications & Marketing Experience in communications and marketing | • | | • | • | | | • | • | 62.5% | | | Compliance Experience in developing, managing or overseeing an ethics or compliance program | • | | • | • | | • | | • | 62.5% | | | ERM & Cybersecurity Experience in enterprise risk management (ERM) and cybersecurity | • | • | • | • | | | | • | 62.5% | | | ESG Experience in environmental, social and governance (ESG), community affairs and/or corporate responsibility including sustainability, diversity and inclusion | • | | • | • | | • | • | • | 75% | | | Financial Literacy Experience or expertise in financial accounting and reporting or financial management. | • | • | • | • | | • | • | • | 87.5% | | | Global Business & Culture Experience and exposure to markets and cultures outside the United States | • | | • | • | • | • | • | • | 87.5% | | | Government or Regulatory Affairs Experience leading a major organization in government or regulatory affairs | • | | • | | | | • | • | 50% | | | Human Capital Management Experience in human resources and labor relations (including compensation) management, and fostering talent | • | | • | • | | • | • | • | 75% | | | M&A or Corporate Finance Experience in mergers and acquisitions, capital structure strategy, corporate debt or capital markets | • | • | • | • | • | • | • | • | 100% | | Individual Industry Experience | | | | | | | | | | | | | Banking Background Experience in the banking industry | • | • | • | | • | • | • | • | 87.5% | | | Public Company Board Service Experience as a board member of another publicly traded company | • | • | • | • | | | • | | 62.5% | | | Strategic Transformation Leadership experience driving strategic direction and growth of an organization shifting its business strategy | • | • | • | • | • | • | • | • | 100% | | | Technology or Software Experience implementing technology or software strategies for long-term research and development planning and strategy | • | • | • | • | | • | | • | 75% |

  3. More Information About Our Board of Directors

    More Information About Our Board of Directors The Board oversees management in directing the overall performance of the Company on behalf of its stockholders. Members of the Board stay informed of the Company’s business by participating in Board and committee meetings (including regular executive sessions of the Board), by reviewing materials provided to them prior to the meetings and otherwise, and through discussions with the Chief Executive Officer and other members of management and staff.

  4. More Information About Our Board of Directors

    | | 11 | 2024 Proxy Statement |

  5. Nominees for Election

    Nominees for Election The name, age, principal occupation, other business affiliations and certain other information regarding each nominee for election as a director are set forth below, along with a description of the qualifications that led the Nominating and Governance Committee and Board to conclude that he or she meets the needs of the Board and supports the advancement of the Company’s long-term strategy. The age reported for each director is as of the filing date of this Proxy Statement.

  6. Nominees for Election

    | Odilon Almeida, Jr. Director Age: 62 Atleos Committees: Audit, Nominating and Governance | Odilon Almeida, Jr. is an Operating Partner at Advent International, one of the world’s largest and most experienced global private equity firms, with over 345 investments across 41 countries. Previously, from 2021 to 2023, Mr. Almeida served as President, Chief Executive Officer, and a member of the Board of Directors of ACI Worldwide (“ACIW”), a $1.5 billion global software provider of mission-critical real-time payment solutions with operations in over 80 countries. From 2019 to 2020, Mr. Almeida was an operating partner for Advent International. During his 17-year tenure (2002-2019) at Western Union (“WU”), the global leader in cross-border and cross-currency money movement, Mr. Almeida advanced through increasingly significant general management and operating roles at WU, including President of Western Union Global Money Transfer, where he headed the company’s $5 billion consumer business in over 200 countries and territories. From May 2015 to May 2023, Mr. Almeida served on the board of Millicom International (“TIGO”), a leading provider of fixed and mobile telecommunications services. Mr. Almeida became a director of NCR Atleos on October 16, 2023. Qualifications: Mr. Almeida's qualifications include his extensive experience as a global leader with a strong track record of value creation in the financial, fintech and technology sectors. Over his 40-year career, he has set strategy and led growth acceleration through organic expansion, as well as the acquisition and integration of new businesses. He has proven expertise in leading digital transformation, accelerating global growth, and corporate governance. Other Current Public Directorships: None |

  7. Nominees for Election

    | | 12 | 2024 Proxy Statement |

  8. Nominees for Election

    | Mary Ellen Baker Director Age: 65 Atleos Committees: Audit (Chair) | Mary Ellen Baker most recently served as Executive Vice President and Head of Business Services for Citizens Financial Group (Citizens Bank) from August 2016 to June 2022. She also served as a member of Citizens Bank's executive committee while co-leading the bank’s multi-year transformation program focused on digitization, next-generation technology and deployment of advanced analytics. Prior to joining Citizens Bank in 2016, Ms. Baker was an Executive Vice President at PNC Financial Services (“PNC”), where she was the interim Chief Technology Officer and the Executive Vice President of Enterprise Services. Prior to PNC, Ms. Baker spent ten years with Bank of America as a Senior Vice President in several executive roles including the Head of Consumer & Small Business Technology and Operations. Ms. Baker currently serves as a member of the Board of Directors of Metallus, Inc. Ms. Baker became a director of NCR Atleos on October 16, 2023. Qualifications: Ms. Baker’s qualifications include her significant leadership and management experience; financial services industry technology and innovation experience; and her current experience as a director and committee member of other public companies. Other Current Public Directorships: Metallus, Inc. |

  9. Nominees for Election

    | | 13 | 2024 Proxy Statement |

  10. Nominees for Election

    | Mark W. Begor Director Age: 65 Atleos Committees: Compensation and Human Resource (Chair) | Mark W. Begor was named Chief Executive Officer of Equifax, Inc. ("Equifax") and a member of the Board of Directors in April 2018. Mr. Begor has created a new Equifax during his tenure as CEO. Under his leadership, Equifax has undertaken one of the largest cloud transformation initiatives in its industry. Equifax has invested over $1.5 billion to change nearly every facet of its infrastructure, has become an industry leader in security, is driving AI innovation, and is on track to become the only cloud-native data, analytics and technology company of its kind. Equifax has grown from $3.4B in 2018 to record 2023 annual revenue of $5.265 billion, a compound growth rate of approximately 9.1%. This strong financial performance has enabled the company to complete 14 strategic acquisitions totaling nearly $4 billion since the beginning of 2021 to broaden Equifax capabilities well beyond a traditional credit bureau in the markets the company serves worldwide, while investing record amounts to expand data, analytics, product, and technology capabilities. Before joining Equifax, Mr. Begor served as a Managing Director in the Industrial and Business services group at Warburg Pincus LLC (“Warburg Pincus”), a $40 billion growth-focused private equity firm with more than 120 portfolio companies, from 2016 to 2018. He also served for two years as a member of the Board of Directors at FICO. Prior to joining Warburg Pincus, Mr. Begor spent 35 years at General Electric Company (“GE”), most recently as President and Chief Executive Officer of GE’s $8 billion energy management business from 2014 to 2016. Before leading GE Energy Management, Mark was President and CEO of GE Capital Real Estate. He also served as President and CEO of GE Capital Retail Finance (Synchrony Financial), successfully guiding it through a period where the business doubled in size. Mr. Begor was a Senior Vice President and member of GE’s Corporate Executive Council for 10 years and a GE officer for 19 years. He also served as the Chief Financial Officer at NBCUniversal Media and as GE's Investor Relations leader, where he oversaw a large number of acquisitions and dispositions. Mr. Begor currently serves on the Board of Directors of NCR Atleos. Mr. Begor previously served on the Board of Directors at NCR Corporation from February 2020 until the company separated into NCR Atleos and NCR Voyix in October 2023. Mr. Begor is also on the Board of Trustees at both Dartmouth-Hitchcock Medical Center and the U.S. Ski and Snowboard Foundation. Mr. Begor is a graduate of Syracuse University with a bachelor’s degree in finance and marketing, and he has an MBA from Rensselaer Polytechnic Institute Qualifications: Mr. Begor’s qualifications include extensive leadership roles; his industry expertise; his current and prior experience as a director and committee member of other public companies; and his independence. Other Current Public Directorships: Equifax, Inc. |

  11. Nominees for Election

    | | 14 | 2024 Proxy Statement |

  12. Nominees for Election

    | Michelle McKinney Frymire Director Age: 57 Atleos Committees: Compensation and Human Resource, Nominating and Governance (Chair) | Michelle McKinney Frymire most recently served as Chief Executive Officer of CWT (formerly Carlson Wagonlit Travel), a leader in travel management technology, from May 2021 to May 2022. Ms. Frymire was responsible for leading the company through and beyond the impact of the pandemic, driving the company’s global strategy and overseeing significant investment in the company’s product and technology platforms. As a travel management platform, CWT was heavily impacted by the COVID-19 pandemic and with the support of nearly all of its debt holders CWT filed a pre-packaged Chapter 11 bankruptcy on November 11, 2021, in the U.S. Bankruptcy Court for the Southern District of Texas. CWT’s plan of reorganization was approved by the Bankruptcy Court the following day, on November 12, 2021, and CWT was able to exit Chapter 11 on November 19, 2021. Prior to serving as Chief Executive Officer of CWT, Ms. Frymire served as President and Chief Financial Officer of CWT, in charge of global business strategy and transformation from August 2020 to April 2021. Prior to that role, Ms. Frymire was the Executive Vice President and Chief Financial Officer of CWT from January 2019 to August 2020. Prior to joining CWT, Ms. Frymire was Chief Financial Officer for U.S. Risk Insurance Group, LLC, a privately owned specialty lines underwriting manager and wholesale broker, from 2017 to 2019. From 2015 to 2017, she served as Chief Financial Officer for Service King Collision Repair Centers, an auto body collision repair company. From 2009 to 2015, Ms. Frymire served in a variety of roles for The Service Master Companies, Inc., a residential and commercial services company, most recently as vice president, corporate FP&A and strategy, as well as Chief Financial Officer for TruGreen, a lawn and landscape service provider, from 2009 to 2013. From 2005 to 2009, Ms. Frymire was Chief Financial Officer, vacation ownership for Starwood Hotels & Resorts Worldwide, Inc., a former hospitality company. From 1998 to 2005, Ms. Frymire served in a variety of roles for Delta Air Lines, Inc., a global airline carrier, including vice president of finance, marketing, international, network and technology. From 1994 to 1998, she was managing director, financial planning, analysis and systems for Continental Airlines, a former global airline carrier. Ms. Frymire is currently on the Board of Directors for Cedar Fair, L.P. and Sonder. Ms. Frymire previously served on the Board of Directors of Spirit Realty Capital. Ms. Frymire became a director of NCR Atleos on October 16, 2023. Qualifications: Ms. Frymire’s qualifications include her extensive executive-level experience, including in the technology, travel and hospitality sectors; her extensive experience in finance and financial expertise; her current experience as a director and committee member of other public companies; and her independence. Other Current Public Directorships: Cedar Fair, L.P.; Sonder Holdings Inc. |

  13. Nominees for Election

    | | 15 | 2024 Proxy Statement |

  14. Nominees for Election

    | Frank A. Natoli Director Age: 59 Atleos Committees: Compensation and Human Resource, Nominating and Governance | Mr. Natoli currently serves as Chief Operating Officer of Associated Materials, LLC, a vertically integrated building products company with $1.6 billion in annual revenues. From 2020 to March 2023, Mr. Natoli served as Chief Operating Officer at Springs Window Fashions LLC, a leading global provider of custom window coverings. Mr. Natoli joined Springs Window Fashions, LLC, in 2018 as Executive Vice President, Integrated Supply Chain. In this position, he led the company’s supply chain operations. He also managed the company’s manufacturing footprint as well as the supply chain, procurement, and quality functions. Prior to joining Springs Window Fashions LLC, Mr. Natoli was with Diebold Nixdorf, Inc., (“Diebold”) for 13 years where he held a number of positions of increasing responsibility in technology, operations, transformation and business process improvement. In 2018, Mr. Natoli served as Head of Operations for Diebold and oversaw their global manufacturing and supply chain. From 2012 to 2017, he was Executive Vice President and Chief Innovation Officer and led their global research and development organization, including Diebold’s global engineering, marketing, product management and technology groups. Prior to that, he worked as Vice President and Chief Technology Officer where he was responsible for leading the technology and engineering development group in creating products that meet customers’ needs. He also led support of the company’s service business to improve reliability and align technology with corporate strategies. Prior to that, he also served as Vice President of Operational Excellence and Vice President of Business Transformation. Before joining Diebold in 2005, Mr. Natoli spent 23 years in the automotive industry in engineering, manufacturing and operations roles. Mr. Natoli became a director of NCR Atleos on October 16, 2023. Qualifications: Mr. Natoli’s qualifications include his extensive executive-level experience and his industry expertise including in the financial services industry and bank technology processing. Other Current Public Directorships: None |

  15. Nominees for Election

    | | 16 | 2024 Proxy Statement |

  16. Nominees for Election

    | Timothy C. Oliver President and Chief Executive Officer Age: 55 | Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023. Most recently, Tim served as Chief Financial Officer for NCR Voyix, from July 13, 2020 to October 16, 2023, and was responsible for all aspects of its financial stewardship, compliance and balance sheet management, working with the investor community and partnering with the business units to ensure customer success and profitability. Mr. Oliver served as President and Chief Financial Officer of Spring Window Fashions, LLC, a consumer goods company, and a member of the company's leadership team from 2019 to July of 2020. In this role he focused on, among other things, aligning the company's business portfolio and growth initiatives with its finance strategy. From 2011 to 2019, he served as Chief Financial Officer of the Goldstein Group Inc. (GGI), a privately held conglomerate, and President and Chief Financial Officer of its subsidiary, Alter Trading Corporation (Alter), a privately held metal recycler and broker company. Mr. Oliver also served as President during the last three months in his role at Alter. Before joining GGI and Alter, he was the Senior Vice President and Chief Financial Officer of MEMC Electronic Materials, Inc., a publicly held technology company (now SunEdison, Inc.), from 2009 to 2011, and Senior Executive Vice President and Chief Financial Officer of Metavante Technologies, Inc., a publicly held bank technology processing company, from 2007 to 2009. He also previously served as Vice President and Treasurer of Rockwell Automation, Inc. (Rockwell Automation), an industrial automation and digital transformation company, from 2005 to 2007. Before joining Rockwell Automation, he was Vice President for Investor Relations and Financial Planning at Raytheon Company. Mr. Oliver became a director of NCR Atleos on October 16, 2023. Qualifications: Mr. Oliver’s qualifications include his deep experience and expertise in our business, proven leadership through the development of his own teams, and exceptional amount of care for our customers, employees and communities. A seasoned corporate finance executive, Tim brings three decades of experience and a successful record of integrating advanced technologies, transforming portfolios and managing economic uncertainties. Tim has worked in the manufacturing, technology and software business sectors and brings accounting expertise and deep experience in mergers and acquisitions, investor relations and financial planning. Other Current Public Directorships: None |

  17. Nominees for Election

    | | 17 | 2024 Proxy Statement |

  18. Nominees for Election

    | Joseph E. Reece Chairman of the Board Age: 62 | Joseph E. Reece has been a Managing Partner of SilverBox Capital LLC, and its predecessors, (“SilverBox”), since 2015. SilverBox is an alternative investment manager operating across multiple platforms. Mr. Reece also served as a consultant to BDT & Company from October 2019 to November 2021. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC’s (“UBS”) Investment Bank for the Americas from 2017 to 2018 and was also Co-Head of Risk. Prior to working at UBS, Mr. Reece worked at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. Joe’s prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the United States Securities and Exchange Commission, where he ultimately served as Special Counsel to the Division of Corporation Finance. Mr. Reece currently serves as a member of the Board of Directors of Compass Minerals Inc., where he serves as its Chairman. He previously served as a member of the Board of Directors of SilverBox Engaged Merger Corp I. (where he was the Executive Chairman from March 2021 to February 2022), UBS Securities, LLC, Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., Del Frisco’s Restaurant Group, Inc., RumbleOn, Inc, CST Brands, Inc., LSB Industries, Inc., and Quotient Technology, Inc. Mr. Reece previously served on the Board of Directors for NCR Corporation, where he was independent Lead Director from November 2, 2022 to May 2, 2023 and was Chairman of the Board from May 2, 2023 to October 16, 2023. Mr. Reece became a director and Chairman of the Board of NCR Atleos on October 10, 2023. Qualifications: Mr. Reece’s qualifications include his current and prior experience as a director of other public companies; his significant finance and investment experience; his broad industry experience; his experience leading companies in operational, financial and strategic matters; and his independence. Other Current Public Directorships: Compass Minerals, Inc. |

  19. Nominees for Election

    | | 18 | 2024 Proxy Statement |

  20. Nominees for Election

    | Jeffry H. von Gillern Age: 58 Atleos Committees: Audit, Nominating and Governance | Jeffry H. von Gillern most recently served as Vice Chairman of Technology and Operations Services for U.S. Bancorp and as a member of the Managing Committee of U.S. Bancorp, a position he held from July 2010 to December 31, 2023. In this role, he reported directly to the Chief Executive Officer and Chairman, and was responsible for a substantial annual investment portfolio of projects and led a group of approximately 25,000 staff resources. Mr. von Gillern joined U.S. Bancorp in 2001 as Executive Vice President and he assumed the additional role of Chief Information Officer (“CIO”) in 2007 which he served until 2010. As CIO, he managed a number of important projects and led and supported numerous bank acquisitions, large scale technology upgrades and multiple complex portfolio conversions. Prior to joining U.S. Bancorp, he served as Chief Information Officer of IronPlanet, a leading online marketplace for selling and buying used construction equipment, trucks and government surplus from 2000 to 2001. Prior to that, he was a Senior Vice President at Visa International, where he spent 12 years. Mr. von Gillern was the Lead Director of ViewPointe LLC from 2010 until 2015, and was a Board Director of Syncada, LLC, from 2010 until 2014 and is currently a Board Director and Treasurer of Childrens Hospital of Minnesota. Mr. von Gillern became a director of NCR Atleos on October 16, 2023. Qualifications: Mr. von Gillern’s qualifications include his significant leadership and management experience; financial services industry experience and technology and innovation experience. Other Current Public Directorships: None |

  21. Nominees for Election

    | | 19 | 2024 Proxy Statement |

  22. Selection of Nominees for Directors

    Selection of Nominees for Directors The Governance Committee and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in detail in the Corporate Governance Guidelines. In determining candidates for nomination, the Governance Committee will seek the input of the Chairman of the Board and the Chief Executive Officer, and, in the event the positions of Chairman of the Board and Chief Executive Officer are held by the same person, the independent Lead Director, and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, the Board may engage a third-party search firm, including most recently Ridgeway Partners, to assist to identify candidates who have desired experience and expertise, and meet the qualification guidelines described below. Exhibit A to the Corporate Governance Guidelines includes qualification guidelines for directors standing for re-election and new candidates for membership on the Board. All candidates are evaluated by the Governance Committee using these qualification guidelines. In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the Governance Committee will consider, among other things, a candidate’s: • strong management experience, ideally with major public companies with successful multinational operations; • other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking, scientific research and development, senior level government experience, and academic administration or teaching; • desirability of range in age, so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members; • independence, as defined by the Board (and under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards); • diversity of thought and perspectives, such as on the basis of age, race, gender, and ethnicity, or on the basis of geographic knowledge, industry experience, board tenure, or culture; • knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning; personal characteristics matching the Company’s values such as integrity, accountability, financial literacy and high performance standards;

  23. Selection of Nominees for Directors

    | | 29 | 2024 Proxy Statement |

  24. Selection of Nominees for Directors

    Additional characteristics, such as: o willingness to commit the time required to fully discharge responsibilities to the Board, including the time to prepare for Board and Committee meetings by receiving the material supplied before each meeting; o commitment to attend a minimum of 75% of meetings; o ability and willingness to represent the stockholders' long- and short-term interests; o awareness of the Company's responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and o willingness to advance their opinions, but once a decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved. • the number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves. The Board and the Governance Committee are committed to finding proven leaders who are qualified to serve as Atleos directors and may from time to time engage outside search firms to assist in identifying and contacting qualified candidates. Other than Timothy C. Oliver, NCR Atleos’ Chief Executive Officer, all of the candidates for election have been determined by the Board to be independent under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards. Stockholders wishing to recommend individuals for consideration as directors should contact the Governance Committee by writing to the Company’s Corporate Secretary at NCR Atleos Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. Stockholders who wish to nominate directors for inclusion in NCR Atleos’ proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at NCR Atleos’ next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, the current form of which is available under “Corporate Governance” on the “Company” page of NCR Atleos’ website at https://www.ncratleos.com/about-us/corporate-governance. See Procedures for Nominations Using Proxy Access, Procedures for Stockholder Proposals and Nominations for 2024 Annual Meeting Outside of SEC Rule 14a-8 and Procedures for Stockholder Proposals and Nominations for 2024 Annual Meeting Pursuant to SEC Rule 14a-8 in this proxy statement for further details regarding how to nominate directors.

  25. Director Compensation

    Director Compensation

  26. Atleos Director Compensation Program

    Atleos Director Compensation Program

  27. Summary of Atleos Director Compensation Program

    Summary of Atleos Director Compensation Program Set forth below is a summary of the compensation payable by Atleos to our directors post- Separation from NCR Corp:

  28. Summary of Atleos Director Compensation Program

    | Compensation Component | Committee Member ($) | Chair ($) | | Annual Equity Grant (vests annually) | 160,000(1) | 160,000(1)(2)(3) | | Quarterly Committee Cash Retainer (annual amount paid quarterly) | 80,000 | 210,000(4) | | Compensation and Human Resources Committee | 10,000 | 25,000 | | Nominating and Governance Committee | 7,500 | 17,500 | | Audit Committee | 15,000 | 35,000 |

  29. Summary of Atleos Director Compensation Program

    Mr. Reece and Mr. Begor received $225,000 in NCR Corp RSUs as an annual equity grant on May 2, 2023 as directors of NCR Corp and did not receive an additional grant for service on our Board post-Separation. This equity award vests every three months until May 2, 2024. Upon the Separation, all unvested NCR Corp RSUs were converted to both Voyix RSUs and Atleos RSUs.

  30. Summary of Atleos Director Compensation Program

    | | 32 | 2024 Proxy Statement |

  31. Summary of Atleos Director Compensation Program

    Once vested, both Mr. Reece and Mr. Begor elected to defer receipt of their awards in common stock until their separation from service. The Board appointed Joseph E. Reece as Chairman of the Board. (3) On May 2, 2023, Mr. Reece was granted $200,000 annually paid as a quarterly cash retainer for service, and Mr. Reece did not receive an additional grant for service on our Board post-Separation. Mr. Reece elected to receive his award in common stock deferred until his separation from service. Prior to the Separation, this was reflected as NCR Corp common shares that converted to Voyix and Atleos common shares upon the Separation. After the Separation, this was reflected as Atleos common shares. (4) On May 2, 2023, Mr. Reece was granted $250,000 annually in NCR Corp RSUs as an annual equity grant on May 2, 2023 for his service as the chairman of the NCR Corp board, and Mr. Reece did not receive an additional grant for service on our Board post-Separation. This equity award vests every three months unti May 2, 2024. Upon the Separation, all unvested NCR Corp RSUs were converted to both Voyix RSUs and Atleos RSUs. Mr. Reece elected to receive his award in common stock deferred until his separation from service.

  32. Director Compensation Table

    Director Compensation Table

  33. Compensation for 2023 ($)

    | Director Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards (1) | All Other Compensation(3) ($) | Total ($) | | Odilon Almeida Jr. | 21,623 | 147,233 | — | 168,856 | | Mark W. Begor | 22,150(3) | 84,493(2) | — | 106,643(4) | | Mary Ellen Baker | 24,260 | 147,233 | — | 171,493 | | Michelle McKinney Frymire | 22,678 | 147,233 | — | 169,911 | | Frank A. Natoli | 20,568 | 147,233 | — | 167,801 | | Joseph E. Reece | 70,000(3) | 178,346(2)(5) | — | 248,346(6) | | Jeffry H. von Gillern | 21,623 | 147,233 | — | 168,856 |

  34. Grant Date Fair Value(1) of Director 2023 Retainers and Equity Grant Shares ($)

    Grant Date Fair Value(1) of Director 2023 Retainers and Equity Grant Shares ($)

  35. Grant Date Fair Value(1) of Director 2023 Retainers and Equity Grant Shares ($)

    | Director Name | Annual Equity RSU Grant | Current Stock in lieu of cash | Deferred Stock in lieu of cash | | Odilon Almeida Jr. | 147,233 | — | — | | Mark W. Begor | 84,493(2) | — | 22,151(4) | | Mary Ellen Baker | 147,233 | — | — | | Michelle McKinney Frymire | 147,233 | — | — | | Frank A. Natoli | 147,233 | — | — | | Joseph E. Reece | 178,346(2)(3) | — | 70,000(5) | | Jeffry H. von Gillern | 147,233 | — | — |

  36. Grant Date Fair Value(1) of Director 2023 Retainers and Equity Grant Shares ($)

    (1) Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred share. See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions we make in the valuation of our equity awards. Each of Mr. Reece and Mr. Begor were granted 10,761 NCR Corp RSUs on May 2, 2023 representing $225,000 as compensation for being a director of NCR Corp with pro-rata vesting every three months until May 2, 2024. Because 2,690 NCR Corp RSUs vested on August 2, 2023, the remaining unvested 8,071 NCR Corp RSUs converted to 8,071 Voyix RSUs and 4,035 Atleos RSUs upon Separation on October 16, 2023 with pro-rata vesting occurring on November 2, 2023, February 2, 2024, and May 2, 2024. The table reflects the value of the unvested 4,035 Atleos RSUs at Separation using the Atleos stock price of $20.94 on the Separation.

  37. Grant Date Fair Value(1) of Director 2023 Retainers and Equity Grant Shares ($)

    | | 34 | 2024 Proxy Statement |

  38. Grant Date Fair Value(1) of Director 2023 Retainers and Equity Grant Shares ($)

    Mr. Reece was granted 11,957 NCR Corp shares representing $250,000 as compensation for the non-employee chair appointment of the NCR Corp board with pro rata vesting every three months until May 2, 2024. Because 2,989 NCR Corp RSUs vested on August 2, 2023, the remaining unvested 8,968 NCR Corp RSUs converted to 8,968 Voyix RSUs and 4,484 Atleos RSUs upon the Separation with pro rata vesting to occur on November 2, 2023, February 2, 2024, and May 2, 2024. The table reflects the value of the unvested 4,482 Atleos RSUs at Separation using the Atleos stock price of $20.94 on the Separation. Mr. Reece elected to defer receipt of this award until his separation from service. (4) Mr. Begor received 543 deferred shares of Atleos common stock when his deferred 1,087 shares of NCR Corp common stock as payment on March 31, 2023 for service on the NCR Corp board during the 2022-2023 board year was converted upon Separation. Also, Mr. Begor received quarterly retainers on June 30, 2023 of 1,017 deferred shares of NCR Corp common stock and on September 30, 2023 of 951 deferred shares of NCR Corp common stock that converted to 508 and 475 deferred shares of Atleos common stock, respectively, upon Separation. Since Separation, Mr. Begor received 912 deferred shares of Atleos common stock on December 31, 2023 for service on our Board, with a grant date value of $22,151, which is reflected in the table. (5) Additionally, Mr. Reece received 821 deferred shares of Atleos common stock when his deferred 1,642 shares of NCR Corp common stock as payment on March 31, 2023 for service on the NCR Corp board during the 2022-2023 board year was converted upon Separation. Also, Mr. Reece received quarterly retainers on June 30, 2023 of 2,778 deferred shares of NCR Corp common stock and on September 30, 2023 of 2,596 deferred shares of NCR Corp common stock that converted to 1,389 and 1,298 deferred shares of Atleos common stock, respectively, upon Separation. Since Separation, Mr. Reece received 2,882 deferred shares of Atleos common stock on December 31, 2023 for service on our Board, with a grant date value of $70,000, which is reflected in the table. The following table shows the shares of Atleos common stock underlying director equity awards as of December 31, 2023.

  39. Shares of Atleos Common Stock

    Shares of Atleos Common Stock

  40. Underlying Director Equity Awards as of December 31, 2023 (#)

    Underlying Director Equity Awards as of December 31, 2023 (#)

  41. Underlying Director Equity Awards as of December 31, 2023 (#)

    | Director Name | Outstanding Options | RSUs Outstanding | Deferred Shares Outstanding | | Odilon Almeida Jr. | — | 6,817 | — | | Mark W. Begor | — | 4,035(1) | 27,480(2) | | Mary Ellen Baker | — | 6,817 | — | | Michelle McKinney Frymire | — | 6,817 | — | | Frank A. Natoli | — | 6,817 | 6,817 | | Joseph E. Reece | — | 13,003(1)(3) | 27,585(4) | | Jeffry H. von Gillern | — | 6,817 | — |

  42. Underlying Director Equity Awards as of December 31, 2023 (#)

    (1) Each of Mr. Reece and Mr. Begor were granted 10,761 NCR Corp RSUs on May 2, 2023 as compensation for being a director of NCR Corp with pro-rata vesting every three months until May 2, 2024. Because 2,690 NCR Corp RSUs vested on August 2, 2023, the remaining 8,071 NCR Corp RSUs converted to 8,071 Voyix RSUs and 4,035 Atleos RSUs upon Separation on October 16, 2023 with pro-rata vesting occurring on November 2, 2023, February 2, 2024, and May 2, 2024. This represents all the deferred shares of Atleos common stock that was converted from NCR Corp common shares upon the Separation plus Atleos common stock that Mr. Begor received after the Separation that have been deferred by Mr. Begor beginning with his service on the NCR Corp board in 2020.

  43. Underlying Director Equity Awards as of December 31, 2023 (#)

    | | 35 | 2024 Proxy Statement |

  44. Underlying Director Equity Awards as of December 31, 2023 (#)

    Mr. Reece was granted 11,957 NCR Corp RSUs on May 2, 2023 as compensation for being the chairman of the NCR Corp board with pro-rata vesting every three months until May 2, 2024. Because 2,989 NCR Corp RSUs vested on August 2, 2023, the remaining 8,968 NCR Corp RSUs converted to 8,968 Voyix RSUs and 4,484 Atleos RSUs with vesting occurring on November 2, 2023, February 2, 2024, and May 2, 2024. Mr. Reece elected to defer receipt of the vested awards until his separation from service. (4) This represents all the deferred shares of Atleos common stock that was converted from NCR Corp common shares upon the Separation plus Atleos common stock that Mr. Reece received after the Separation that have been deferred by Mr. Reece beginning with his service on the NCR Corp board in 2022.

  45. Role of Compensation Consultant

    Role of Compensation Consultant To assist in review and oversight of our executive compensation programs, the CHRC retained and was advised by Farient Advisors LLC (“Farient”) until undertaking a review and selecting FW Cook in early 2024. Both Farient and FW Cook are nationally recognized executive compensation consulting firms that are independent of the Company’s management and reports directly to the Committee. When making executive compensation decisions for 2023, the CHRC considered the advice and recommendations of Farient. Our CEO was not present during discussions about his own compensation, which took place between the CHRC and Farient.

  46. Role of Compensation Consultant

    | | 40 | 2024 Proxy Statement |

  47. Best Practices in Executive Compensation – What We Do and Don’t Do

    | What We Do | What We Don’t Do | | | | | No Dividends or Dividend Equivalents Paid on Unvested Equity Awards. Equity awards must vest before dividends are payable. | | | | No Repricing Stock Options or SARs. Our Stock Plan prohibits repricing of stock options and stock appreciation rights (SARs) without prior stockholder approval. |

  48. Process for Establishing 2023 Compensation

    Process for Establishing 2023 Compensation Prior to the Separation, NCR Corp management and the NCR Corp CHRC developed compensation packages, including base salaries, target incentives, and annual equity grants, for our NEOs in anticipation of their respective roles with Atleos following the Separation. These packages were based on a comprehensive market analysis of each NEO's role with Atleos and were approved prior to the Separation by the NCR Corp CHRC. When making compensation decisions, the NCR Corp CHRC carefully examined: • External Market Analysis – Peer Group and Survey Data – including reports by the independent compensation consultant on peer group member pay data and external market surveys; • Internal Compensation Analysis – including management reports on comparable internal compensation levels and compensation history; and • Recommendations – from certain members of management concerning compensation for named executives, other than themselves. Our CHRC did not make changes to compensation for NEOs that was determined prior to the Separation by the NCR Corp CHRC. Going forward, our executive compensation program is based on the philosophy and design outlined herein with a focus on exceptional performance and continuous improvement from our management team. Within this framework, our CHRC will exercise its reasoned business judgment in making executive compensation decisions and take into account recommendations by our independent compensation consultant and the Chief Executive Officer with respect to the compensation of each executive officer, other than himself.

  49. External Market Analysis

    External Market Analysis When determining salary and target annual incentive and long-term incentive opportunities, the NCR Corp CHRC evaluated broad-based survey and proxy data prepared by its independent compensation consultant, considered key business decisions that can impact compensation, and reviewed a competitive pay range. Compensation Peer Group. In anticipation of the Separation and with the advice of its independent consultant, the NCR Corp CHRC identified a new peer group for Atleos on which to base compensation for Atleos’ NEOs and executives. The review included ensuring the suitability of the peer group for gauging the competitiveness of pay levels and practices and reviewing relative dilution when developing the aggregate annual budget for equity compensation awards.

  50. External Market Analysis

    The Atleos peer group was selected by examining other companies in terms of industry and size within NCR Corp's Global Industry Classification Standard (“GICS”) industry group that are in the software and services or technology hardware industries, and are of reasonably similar size based primarily on annual revenues. Other companies outside its GICS industry group were also considered where Atleos would compete for talent. Atleos 2023 Peer Group • ACI Worldwide, Inc. (ACIW) • Bread Financial Holdings, Inc. (BFH) • The Brinks Company (BCO) • Diebold Nixdorf, Inc. (DBD) • Euronet Worldwide, Inc. (EEFT) • Insight Enterprises, Inc. (NSIT) • Jack Henry & Associates, Inc. (JKHY) • Paysafe Limited (PSFE) • The Western Union Company (WU) • Xerox Holdings Corp (XRX) Executive Compensation decisions made prior to the Separation were based on the NCR Corp peer group, which remained unchanged from the prior year, and was determined using the same methodology as indicated above for Atleos. External Market Surveys. The NCR Corp CHRC reviewed a comprehensive analysis and assessment prepared by its independent compensation consultant, which showed the competitive position of named executives’ pay mix and levels compared to the marketplace using a combination of survey data as well as proxy data from its peer group for the CEO and CFO positions. The market survey data included surveys concentrated on companies in both general and high-tech industries. For Atleos executives, the market data included surveys concentrated on industries where Atleos competes for talent. The broad-based surveys gave the NCR Corp CHRC access to market data for numerous companies under a consistent methodology to assist in understanding market trends and practices.

  51. Compensation Program Elements

    | Element | Purpose | Pay-for-Performance Features | | Base Salary | To attract and retain high-performing executives | Fixed cash compensation considers experience, job scope, and market benchmarks | | Short-term/ Annual Incentives | To reward annual performance and individual contributions that support Atleos’ strategy and results | Cash payouts are determined based on results of performance metrics relative to predetermined targets. Metrics used may include EBITDA and Recurring Revenue, among others. Payouts range from zero to a maximum of 200% of target | | Long-term Incentive (LTI) | To retain key executives, focus on long-term value creation, and to align executive compensation with outcomes for our stockholders | Designed to motivate executives to achieve goals over an extended period using a strategic approach to align awards with the Company’s strategy and stockholder returns. LTI awards may include time-based restricted stock units and performance-based restricted stock units, among others, granted under the 2023 Stock Incentive Plan. |

  52. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan NCR Corp's 2023 Annual Incentive Plan (“AIP”) is an annual short-term cash incentive plan designed to promote the attainment of the 2023 NCR Corp Financial Plan, and reward achievement of organizational objectives and effective collaboration across teams. The NCR Corp CHRC established annual target bonuses as listed below for our NEOs based on market pay ranges and positioning within the senior leadership team. Target percentages refer to a percentage of base salary.

  53. 2023 Annual Incentive Plan

    | | 45 | 2024 Proxy Statement |

  54. 2023 Annual Incentive Plan

    The NEOs target bonus opportunities are as follows:

  55. 2023 Annual Incentive Plan

    | NEO | AIP Target Opportunity (% of base salary) | | Timothy C. Oliver | 150% | | Paul J. Campbell | 100% | | Stuart Mackinnon | 100% | | Ricardo J. Nuñez | 70% | | LaShawne Meriwether | 80% |

  56. 2023 Annual Incentive Plan

    No other short-term cash incentives have been awarded to the NEOs post-Separation. 2023 AIP Metrics and Payout Awards under NCR Corp's 2023 AIP were determined based on the achievement of corporate and strategic goals that tie payouts directly to key measures of NCR Corp's overall performance through September 30, 2023. Results from the fourth quarter of 2023 were excluded from purposes of determining the payout pursuant to terms outlined in the Employee Matters Agreement governing the Separation. NCR Corp's AIP metrics and goals strongly link stockholder and executive interests, support NCR Corp's strategic business objectives and Customer Satisfaction/Net Promoter Score ("NPS") goals. For purposes of NCR Corp's 2023 AIP, metrics are defined in the "Glossary of Key Terms Used In our CD&A and Executive Compensation Tables" below. Performance measures and weighting for the 2023 AIP are summarized below:

  57. 2023 Annual Incentive Plan

    | Performance Measure | Weighting | | AIP EBITDA, as adjusted | 60% | | AIP Revenue, as adjusted | 30% | | Customer Satisfaction/NPS | 10% |

  58. 2023 Annual Incentive Plan

    In December 2023 and per the Employee Matters Agreement, the NCR Corp CHRC assessed performance and determined the achievement of the AIP performance metrics resulted in an earned payout of 132% of target. Consequently, the total 2023 AIP funded payouts for our named executives are shown in the chart below:

  59. 2023 Annual Incentive Plan

    | NEO | Base Salary | Target Bonus Percentage (%) | Bonus Achieved ($) | | Timothy C. Oliver | $800,000 | 150% | $1,584,000 | | Paul J. Campbell | $475,000 | 100% | $627,000 | | Stuart Mackinnon | $500,000 | 100% | $660,000 | | Ricardo J. Nuñez | $500,000 | 70% | $132,904 | | LaShawne Meriwether | $475,000 | 80% | $230,873 |

  60. 2023 Annual Incentive Plan

    Mr. Nuñez and Ms. Meriwether participated in the 2023 AIP on a pro-rated basis due to their date of hire mid-year. Awards shown above reflect this proration.

  61. 2023 Annual Incentive Plan

    | | 46 | 2024 Proxy Statement |

  62. 2023 Annual Incentive Plan

    Post-Separation Annual Incentive Program: Going forward, our NEOs will continue to receive a portion of their compensation in the form of “at-risk” pay. Atleos has an annual cash incentive plan that will reward our NEOs based on the satisfaction of a combination of corporate financial metrics, operational and non-financial, stakeholder-oriented goals, as established by our CHRC.

  63. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program Prior to the Separation, the NCR Corp Long-Term Incentive Program (“LTI Plan”) directly aligned a large portion of the total compensation of Atleos’ named executives with NCR Corp's performance and changes in stockholder value. In anticipation of the Separation, performance-based stock awards were granted by NCR Corp to Messrs. Oliver, Campbell and Mackinnon that were specifically designed to motivate a transaction that created value for our stockholders while also emphasizing retention of key executives. The award was structured into two equal parts, the "Transaction Award" rewarded completion of a successful transaction and the "Share Value Award" rewarded Total Stockholder Return (TSR). Each of Messrs. Oliver, Campbell and Mackinnon received a Transaction Award and a Share Value Award as follows: The Transaction Award was an award of performance-based RSUs ("PBRSUs") that vested on a “qualified transaction” (as defined in the award agreement and which includes a spin-off), subject to a minimum one-year vesting period. These PBRSUs vest on the later of the date of Separation or one year from the grant date, generally subject to continued service. The Transaction Award used a multiplier to determine the number of shares issued on settlement of the PBRSUs based on NCR Corp's 20-day volume-weighted average closing stock price preceding the Separation as follows:

  64. 2023 Long-Term Incentive Program

    | | Stock Price at Separation | Percentage of Shares Earned | | Maximum | Greater than or equal to $50 | 200% | | Target | Less than or equal to $35 | 100% |

  65. 2023 Long-Term Incentive Program

    NCR Corp's volume-weighted average closing stock price for the 20-day period preceding the Separation was $26.89. This resulted in a payout of 100% of the shares underlying the PBRSUs at Target. These PBRSUs vested on December 21, 2023 for Mr. Campbell and Mr. Mackinnon and on February 13, 2024 for Mr. Oliver. The Share Value Award consisted of PBRSUs with performance measured by a three-year TSR compound annual growth rate (“CAGR”) based on the combined company (i.e., Voyix and Atleos) with a relative TSR (“rTSR”) floor. The awards cliff-vest on the three-year anniversary of the grant date, generally subject to continued service.

  66. 2023 Long-Term Incentive Program

    | | 47 | 2024 Proxy Statement |

  67. 2023 Long-Term Incentive Program

    The Share Value Award uses a performance period of January 1, 2023 through December 31, 2025 and is based on the 20-day volume-weighted average stock price of NCR Corp stock preceding the beginning of the performance period, which was $23.24, and the combined company stock price (Voyix and Atleos) based on the 20-day trading average stock price immediately preceding the ending of the performance period. The share multiplier is based on three-year share value growth as follows:

  68. 2023 Long-Term Incentive Program

    | | 3-Year TSR CAGR with rTSR Floor | Percentage of Shares Earned | | Maximum | Greater than or equal to 30% | 200% | | Target | 15% | 100% | | TSR Threshold* | 0% | 0% | | rTSR Floor* | rTSR greater than or equal to 35th percentile | 50% |

  69. 2023 Long-Term Incentive Program

    * Applicability of rTSR floor subject to achieving less than 7.5% absolute TSR. If absolute TSR is less than 7.5%, yielding less than 50% payout, then rTSR compared to the S&P MidCap 400 Value Index will be tested. If rTSR is greater than or equal to the 35th percentile, the payout will be 50% of target; otherwise, the absolute TSR schedule will apply. Share Value Awards will be measured at the end of 2025 using TSR for the combined company (i.e., Voyix and Atleos) over the performance period. Mr. Oliver received his Transaction Award and Share Value Awards in February 2023 while Messrs. Campbell and Mackinnon received theirs in December 2022.

  70. 2021 and 2022 Outstanding Performance Periods

    | Performance Period | Payout Achieved | | 2021 | 147.4% | | 2022 | 95.3% | | 2023 | 159.6% | | 3-Year Average | 134.1% |

  71. 2021 and 2022 Outstanding Performance Periods

    | Performance Period | Payout Achieved | | 2022 | 67.2% | | 2023 | 150.4% | | 2-Year Average | 108.8% |

  72. Conversion of Equity Awards

    Conversion of Equity Awards Upon the Separation and in accordance with the Employee Matters Agreement, outstanding NCR Corp equity awards held by our employees, including Mr. Nuñez, Ms. Meriwether, and Mr. Campbell, were converted into Atleos equity awards, while NCR Corp equity awards held by Mr. Oliver and Mr. Mackinnon were converted into a combination of Voyix and Atleos equity awards. The determination of equity treatment was based on the employee’s role prior to Separation. The purpose of the conversion methodology used was to maintain the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value prior to Separation. These adjusted awards are otherwise subject to the same vesting and other terms and conditions that applied to the original NCR Corp award held by the individual. For more information on the conversion of the equity awards, please see the Employee Matters Agreement.

  73. Conversion of Equity Awards

    | | 49 | 2024 Proxy Statement |

  74. Post-Separation Long-Term Incentive Program

    Post-Separation Long-Term Incentive Program

  75. Annual Equity Award Values

    Annual Equity Award Values The grant date value (with respect to Mr. Oliver) and the target annual equity award values (with respect to the other named executives), as set at the time of Separation by the NCR Corp CHRC, in effect for each NEO as of December 31, 2023 are as follows:

  76. Annual Equity Award Values

    | NEO | Equity Award Value | | Timothy C. Oliver | $5,500,000 | | Paul J. Campbell | $1,250,000 | | Stuart Mackinnon | $1,500,000 | | Ricardo J. Nuñez | $1,000,000 | | LaShawne Meriwether | $750,000 |

  77. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan Under Atleos’ Annual Incentive Plan, our annual cash bonus plan, Free Cash Flow will be introduced as a performance metric in addition to Adjusted EBITDA and Revenue. These measures were selected to reinforce our commitment to operational excellence as well as align with stockholder interests.

  78. 2024 Annual Incentive Plan

    | Performance Metric | Metric Weighting | | Adjusted EBITDA | 35% | | Free Cash Flow | 35% | | Revenue | 30% |

  79. 2024 Annual Incentive Plan

    | | 50 | 2024 Proxy Statement |

  80. 2024 Long-term Incentive Plan

    2024 Long-term Incentive Plan Long-term incentives granted to NEOs under our Stock Plan will include time-based and performance-based RSUs, with greater weight placed on performance awards, as shown below: LTI Award Mix

  81. 2024 Long-term Incentive Plan

    | | Performance-based RSUs | Time-based RSUs | | CEO | 60% | 40% | | All other NEOs | 60% | 40% |

  82. 2024 Long-term Incentive Plan

    Time-based RSUs will vest ratably on the anniversary of the grant date, one-third beginning in 2025. Time-based RSUs awarded to NEOs and other key leadership team members require the recipient to hold the shares for a period of 12 months following vesting. The performance-based RSUs reflect our strategic objective to drive stockholder value via share price appreciation and to align management interests with those of our stockholders. Relative TSR will be the sole performance measure and will be measured against the S&P Small Cap 600 Index at the end of a three-year performance period ending in December 2026. Achievement to determine the shares awarded is based on the payout schedule shown below: Performance Award Plan

  83. 2024 Long-term Incentive Plan

    | Relative TSR (rTSR) Achievement vs. S&P SmallCap 600 | % of Target Award Earned | | 75th percentile and above | 200% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |

  84. 2024 Long-term Incentive Plan

    Payout for performance levels between those amounts shown in the table will be interpolated along a straight-line. Awards will cliff vest, assuming performance achievement and continued service, in 2027. Performance-based RSUs awarded to NEOs and other key leadership team members require the recipient to hold the shares for a period of 12 months following vesting.

  85. Executive Severance Benefits

    Executive Severance Benefits Our CHRC made changes to our Executive Severance Plan in March 2024 to align with market practices.

  86. Change in Control Severance Plan

    Change in Control Severance Plan Our named executives participate in our Change in Control Severance Plan. Under this plan, Atleos pays only “double-trigger” separation benefits, that is, benefits are paid out only if both a change in control occurs and employment ends due to a qualifying termination. Amounts payable are based on executive “Tier” level, with Mr. Oliver and Ms. Meriwether currently at a Tier I (i.e., entitling each of them to severance equal to 300% of their annual salary and target bonus, a pro rata target bonus and certain welfare benefits for three years) and Messrs. Campbell, Mackinnon and Nuñez currently at Tier II (i.e., entitling each of them to severance equal 200% of their annual salary and target bonus, a pro rata target bonus and certain welfare benefits for two years). For more information please see, the section entitled Severance Benefits - Change in Control (CIC) Severance and Executive Severance (Non-CIC).

  87. Executive Severance Plan (Non-CIC)

    Executive Severance Plan (Non-CIC) Our named executives also participate in our Executive Severance Plan. Under this plan, as amended by our CHRC in March 2024, if a named executive’s employment is terminated by the Company without “cause” (other than death or “disability” as defined in the plan) or for "good reason," we provide the named executive the following: (i) a lump sum equal to one times (1.0x) salary plus target bonus, (ii) up to 18 months of “COBRA” medical, dental and vision coverage, (iii) 12 months of life insurance coverage, (iv) a pro-rated bonus for the year of separation and (v) outplacement services under the Company’s outplacement program in effect on the termination date. For more information please see, the section entitled Severance Benefits - Change in Control (CIC) Severance and Executive Severance (Non-CIC).

  88. Summary Compensation Table

    Summary Compensation Table The “Summary Compensation Table” below summarizes the total compensation paid to or earned by each of the named executive officers of Atleos for the fiscal year ended December 31, 2023, and December 31, 2022 and December 31, 2021, as applicable.

  89. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary(1) ($) (c) | Bonus(2) ($) | Stock Awards(3) ($) (d) | Option Awards ($) (e) | Non-Equity Incentive Plan Compensation(4) ($) (f) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) (g) | Total ($) (h) | | Timothy C. Oliver | 2023 | 661,918 | — | 6,716,702 | — | 1,584,000 | — | 23,895 | 8,986,515 | | Chief Executive Officer | 2022 | 625,000 | — | 4,639,083 | — | — | — | 124,384 | 5,388,467 | | | 2021 | 625,000 | — | 4,532,716 | — | 1,453,125 | — | 212,534 | 6,823,375 | | Paul J. Campbell | 2023 | 350,694 | — | — | — | 627,000 | 2,873 | 11,581 | 992,148 | | Chief Financial Officer | 2022 | 307,308 | — | 772,277 | — | — | — | 10,581 | 1,090,166 | | Stuart Mackinnon | 2023 | 430,564 | 500,000 | — | — | 660,000 | — | 11,675 | 1,602,239 | | Chief Operating Officer | 2022 | 412,000 | — | 4,968,849 | — | — | — | 15,675 | 5,396,524 | | Ricardo J. Nuñez | 2023 | 143,836 | 250,000 | 1,609,581 | — | 132,904 | — | 516 | 2,136,837 | | Chief Legal Officer, General Counsel, | | | | | | | | | | | and Secretary | | | | | | | | | | | LaShawne Meriwether | 2023 | 218,630 | 100,000 | 806,007 | — | 230,873 | — | 5,423 | 1,360,933 | | Chief Human Resources Officer | | | | | | | | | |

  90. Summary Compensation Table

    (1) This column represents base salary earned in 2023 prorated to account for the Separation-related promotions of Messrs. Oliver, Campbell and Mackinnon and for the hiring of Ms. Meriwether and Mr. Nuñez in July and September 2023, respectively. (2) This column reflects cash sign-on bonuses paid to Ms. Meriwether and Mr. Nuñez, respectively, per the terms of their individual new hire offer letters as well as a cash payment made to Mr. Mackinnon pursuant to a retention agreement. This column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of stock awards granted to each named executive in the applicable year. See Note 8 of the Notes to Consolidated Financial Statements contained in NCR Corp’s Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions made in the valuation of NCR Corp’s equity awards. Mr. Oliver received a Transaction Award and a Share Value Award in the form of PBRSUs in February 2023, as discussed in the CD&A. The Transaction Awards have vested and were settled at target. Each of Mr. Campbell and Mr. Mackinnon were awarded a Transaction Award and a Share Value Award in the form of PBRSUs in December 2022, as discussed in the CD&A. These PBRSUs are valued using a Monte Carlo valuation, which simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of NCR Corp common stock price behavior. Assuming achievement of the highest level of performance, the grant date fair value of Mr. Oliver's 2023 Share Value award is $7,546,635 and the aggregate grant date fair value of his

  91. Summary Compensation Table

    | | 56 | 2024 Proxy Statement |

  92. Summary Compensation Table

    2022 PBTSRs is $4,478,190. For the 2022 PBTSRs and Share Value awards for Messrs. Campbell and Mackinnon, the aggregate grant date fair values assuming the highest level of achievement, are $591,492 and $4,928,606, respectively. Mr. Nuñez and Ms. Meriwether received new hire time-based RSUs pursuant to the terms outlined in their respective offer letters. This column shows the cash bonus amounts earned pursuant to NCR Corp's 2023 AIP for all NEOs, as discussed in the CD&A. Mr. Nuñez and Ms. Meriwether received prorated bonus payments because of their dates of hire during the AIP's performance year. (5) This column represents, for Mr. Campbell, the aggregate increase in the actuarial present value of accumulated benefits under the NCR Corp (Scotland) Pension Plan, from December 31, 2022 to December 31, 2023. The change in pension value is only paid after retirement. For purposes of this disclosure, British Pound (GBP) has been converted to US Dollar (USD) at $1.2734 to £1.00, the exchange rate in effect as of December 29, 2023. There are no above market or preferential earnings on compensation deferred under Voyix’s nonqualified deferred compensation plan since earnings are calculated in the same manner and at the same rate as earnings on externally managed investments available in Voyix’s 401(k) plan. (6) The amounts in this column consist of the aggregate incremental cost to Atleos of the perquisites provided to our named executives, any insurance premiums paid by Atleos with respect to life insurance for the benefit of our named executives, contributions made by Voyix and Atleos to their respective 401(k) plans on behalf of our named executives and certain other payments. Additional details regarding these amounts are included in the All Other Compensation – 2023 Table below.

  93. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table reflects the equity and non-equity incentive plan awards approved by the NCR Corp CHRC for our named executives during 2023. Equity awards were made under the NCR Corp 2022 Stock Incentive Plan, as amended, and converted to awards of Atleos stock pursuant to the Employee Matters Agreement. Non-equity incentive plan awards were made under NCR Corp’s 2023 AIP. These plans and related awards are described in the CD&A above. As of December 31, 2023, no equity or non-equity incentive plan awards were granted by Atleos to our named executives.

  94. Grants of Plan-Based Awards

    | | | | | | | | | | All Other Stock Awards: Number | Grant | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | of Shares of Stock or | Date Fair Value of Stock | | Named Executive | Award Type | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | Units(3) (#) | Awards(4) ($) | | Timothy C. Oliver | Annual Incentive Plan | | 600,000 | 1,200,000 | 2,400,000 | — | — | — | | | | | Performance-Based RSUs | 2/13/23 | | | | 80,765 | 161,529 | 323,058 | — | 3,815,711 | | | Performance-Based RSUs | 2/13/23 | | | | 80,765 | 161,530 | 323,060 | — | 2,900,991 | | Paul J. Campbell | Annual Incentive Plan | | 237,500 | 475,000 | 950,000 | — | — | — | — | — | | Stuart Mackinnon | Annual Incentive Plan | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Ricardo J. Nuñez | Annual Incentive Plan | | 50,343 | 100,685 | 201,370 | — | — | — | — | — | | | Time-Based RSUs | 10/1/23 | | | | | | | 55,535 | 1,609,581 | | LaShawne Meriwether | Annual Incentive Plan | | 87,452 | 174,904 | 349,808 | — | — | — | — | — | | | Time-Based RSUs | 8/1/23 | | | | | | | 28,452 | 806,007 |

  95. Grants of Plan-Based Awards

    (1) These columns show potential award levels based on performance under NCR Corp's 2023 AIP. Actual payouts earned under this plan are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2) This column shows the threshold, target and maximum shares that could be received by Mr. Oliver pursuant to the Transaction Award and Share Value Award granted to him in 2023. The Transaction Award vested one year following the grant date on February 13, 2024. The Share Value Award has a 3-year performance period and, to the extent earned, will cliff-vest on the 3-year anniversary of the grant date on December 31, 2025. Vesting of both types of these PBRSUs is generally subject to continued Company service through the applicable vesting dates. (3) The column shows the sign-on awards of time-based RSUs granted pursuant to the offer letters of Mr. Nuñez and Ms. Meriwether, respectively. These RSUs vest ratably, with one-third vesting on each anniversary of the grant date, generally subject to continued Company service through the vesting dates. This column shows the grant date fair value of equity awards, as determined in accordance with FASB ASC Topic 718.

  96. Grants of Plan-Based Awards

    | | 58 | 2024 Proxy Statement |

  97. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table shows, as of December 31, 2023, for each NEO, the number of unexercised options and the number of shares of unvested RSUs. The market value of the stock awards was based on the closing price of Atleos common stock as of December 29, 2023, the last trading day of the fiscal year, which was $24.29.

  98. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Named Executive | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(1) ($) | | Timothy C. | 2/13/2023(2) | | | | | | | 323,059 | 6,257,650 | | Oliver | 2/25/2022(3) | | | | | | | 153,283 | 2,969,089 | | | 2/23/2021(4) | | | | | | | 136,333 | 2,640,768 | | | 8/1/2020(5) | 518,134 | | 17.03 | 7/31/2027 | | | | | | Paul J. | 12/21/2022(2) | | | | | | | 9,172 | 222,788 | | Campbell | 8/16/2022(6) | | | | | 1,966 | 47,754 | | | | | 2/25/2022(3) | | | | | 2,311 | 56,134 | 3,648 | 88,610 | | | 2/23/2021(4) | | | | | 1,177 | 28,589 | 3,155 | 76,635 | | Stuart | 12/21/2022(2) | | | | | | | 96,319 | 1,865,697 | | Mackinnon | 2/25/2022(3) | | | | | | | 38,321 | 742,280 | | | 9/22/2021(7) | | | | | | | 46,512 | 900,937 | | | 3/16/2021(8) | | | | | 2,745 | 66,676 | | | | | 3/31/2020(8) | 3,672 | | 21.34 | 3/30/2027 | | | | | | | 3/14/2019(8) | 4,035 | | 32.62 | 3/13/2026 | | | | | | Ricardo J. | 10/1/23(9) | | | | | 66,103 | 1,605,642 | | | | Nuñez | | | | | | | | | | | LaShawne | 8/2/23(9) | | | | | 33,866 | 822,605 | | | | Meriwether | | | | | | | | | |

  99. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) The market value of all outstanding RSU awards was calculated by multiplying the number of shares shown in the table by $24.29, which was the closing market price of Atleos common stock on December 29, 2023, the last trading day of the fiscal year. (2) Represents Share Value and Transaction Awards granted on February 13, 2023 to Mr. Oliver and Share Value Awards granted on December 21, 2022 for each of Messrs. Campbell and Mackinnon. Mr. Oliver's Transaction Award vested on February 13, 2024. For the Share Value Awards, performance will be determined based on the compounded annual growth rate of the Company stock over the performance period between January 1, 2023 and December 31, 2025 and will cliff-vest on the third anniversary of the grant date, assuming performance is achieved, generally subject to continued Company service through such date. For more information about these Share Value Awards, please see the CD&A. Each of Messrs. Oliver, Campbell and Mackinnon received two PBRSU awards on February 25, 2022: (i) PBRSUs earned based on the achievement of LTI Recurring Revenue and LTI EBITDA ("2022 PBRSUs”) and (ii) PBRSUs earned based on the achievement of rTSR (“2022 PBTSRs”). The 2022 PBRSUs were earned based on LTI Recurring Revenue and LTI EBITDA over a three-year performance period that ended early on September 30, 2023 due to the Separation. LTI Recurring Revenue and LTI EBITDA totaled 67.2% for 2022 and 150.4% for 2023, yielding a 2-year average of 108.8%. These PBRSUs vest on February 25, 2025, generally subject to continued Company service through the vesting date. The PBTSRs will be based on the combined TSR of Voyix and Atleos common stock relative to the S&P MidCap 400 Value Index over the performance period between February 25, 2022 and December 31, 2024, and will cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. These PBRSUs are trending below target as of December 31, 2023, and in accordance with SEC rules are reflected herein at the target level of achievement. For more information about these awards, please see the CD&A.

  100. Outstanding Equity Awards at 2023 Fiscal Year End

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  101. Outstanding Equity Awards at 2023 Fiscal Year End

    Represents PBRSUs awarded to each of Mr. Oliver and Mr. Campbell awarded on February 23, 2021 which vest based on the achievement of LTI Recurring Revenue and LTI EBITDA for the years 2021, 2022 and through September 30, 2023. LTI Recurring Revenue and LTI EBITDA attained for each year were 147.4%, 95.3% and 159.6%, respectively, yielding a three-year average of 134.1%. The shares underlying these PBRSUs vested on February 23, 2024. (5) Represents sign-on premium-priced options that were granted by NCR Corp on August 1, 2020 and have an exercise price that includes a 10% premium over the grant date closing NCR stock price. This award was converted into an option to purchase Atleos stock and an option to purchase Voyix stock using the “Basket Method” (as described in the Employee Matters Agreement) and the exercise prices were adjusted accordingly. These options are fully vested. (6) Time-based RSUs granted to Mr. Campbell on August 16, 2022, which cliff vest on the 2nd anniversary of the grant date, generally subject to continued Company service through the vesting date. (7) For Mr. Mackinnon, represents PBRSUs awarded on September 22, 2021 are based on the performance of the TSR of NCR common stock relative to the S&P MidCap 400 Value Index over the performance period between September 10, 2021 through September 9, 2024, and will cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. These PBRSUs are trending below target as of December 31, 2023, and in accordance with SEC rules are reflected herein at the target level of achievement. (8) The equity awards granted to Mr. Mackinnon relate to awards provided to Cardtronics employees prior to the merger between NCR Corp and Cardtronics on June 21, 2021. Stock options are fully vested and RSUs granted on March 16, 2021 vested on January 31, 2024. (9) Represents sign-on time-based RSU awards for each of Mr. Nuñez and Ms. Meriwether that will fully vest on the remaining one-year anniversary of the grant date, generally subject to continued service through the vesting dates.

  102. Option Exercises and Stock Vested in 2023 - Post Separation

    Option Exercises and Stock Vested in 2023 - Post Separation The following table reflects for the NEOs in 2023 post-Separation: (i) the number of shares, if any, acquired upon exercise of stock options and the value realized and (ii) the number of shares, if any, acquired upon the vesting of RSUs and the value realized, each before payout of any applicable withholding tax.

  103. Option Exercises and Stock Vested in 2023 - Post Separation

    | | Options | | RSUs | | | Named Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Timothy C. Oliver | — | — | 22,116 | 428,387 | | Paul J. Campbell | — | — | 9,171 | 227,991 | | Stuart Mackinnon | 7,345 | 13,156 | 112,790 | 2,182,490 | | Ricardo J. Nuñez | — | — | — | — | | LaShawne Meriwether | — | — | — | — |

  104. Option Exercises and Stock Vested in 2023 - Post Separation

    (1) The value realized is the fair market value on the exercise date, net of the exercise price. The value realized is the fair market value on the vesting date.

  105. Option Exercises and Stock Vested in 2023 - Post Separation

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  106. Option Exercises and Stock Vested in 2023 - Pre-Separation

    Option Exercises and Stock Vested in 2023 - Pre-Separation The following table reflects for the NEOs in 2023 prior to the Separation: (i) the number of shares, if any, acquired upon exercise of stock options and the value realized and (ii) the number of shares, if any, acquired upon the vesting of RSUs and the value realized, each before payout of any applicable withholding tax.

  107. Option Exercises and Stock Vested in 2023 - Pre-Separation

    | | Options | | RSUs | | | Named Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Timothy C. Oliver | — | — | 50,917 | 1,298,677 | | Paul J. Campbell | — | — | 5,748 | 143,532 | | Stuart Mackinnon | — | — | 12,748 | 349,550 | | Ricardo J. Nuñez | — | — | — | — | | LaShawne Meriwether | — | — | — | — |

  108. Option Exercises and Stock Vested in 2023 - Pre-Separation

    (1) The value realized is the fair market value on the vesting date.

  109. Pension Benefits

    Pension Benefits Other than Mr. Campbell, none of the Atleos NEOs receive any pension benefits or participated in the tax qualified and nonqualified pension plans of NCR Corp or Atleos in 2023.

  110. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2)($) | Payments During Last Fiscal Year ($) | | Timothy C. Oliver | | — | — | — | | Paul J. Campbell | NCR Scotland Pension Plan | 14 | 301,585 | — | | Stuart Mackinnon | | — | — | — | | Ricardo J. Nuñez | | — | — | — | | LaShawne Meriwether | | — | — | — |

  111. Pension Benefits

    (1) Represents the number of years of service credited to Mr. Campbell under the NCR (Scotland) Pension Plan as of December 31, 2023. Mr. Campbell was an employee of NCR’s Dundee, United Kingdom subsidiary and eligible to participate in the NCR (Scotland) Pension Plan before 1992 along with other eligible employees of the subsidiary. Represents the actuarial present value of Mr. Campbell’s accumulated benefit (assuming normal retirement age) under the NCR (Scotland) Pension Plan, computed as of December 31, 2023 using the same assumptions used for NCR Atleos’ financial reporting purposes. For purposes of this disclosure, British Pound (GBP) has been converted to US Dollar (USD) at $1.2734 to £1.00, the exchange rate in effect as of December 29, 2023.

  112. Pension Benefits

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  113. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Other than Mr. Campbell, none of our NEOs contributed to the nonqualified deferred compensation plan in 2023. The nonqualified deferred compensation plan is sponsored by Voyix, as successor to NCR Corp. Atleos does not sponsor a deferred compensation plan for executives.

  114. Nonqualified Deferred Compensation

    | Name | Executive Contributions in the Last Fiscal Year(1) ($) | Registrant Contributions in the Last Fiscal Year ($) | Aggregate Earnings (Losses) in the Last Fiscal Year(2) ($) | Aggregate Wtihdrawals/ Contributions | Aggregate Balance at Last Fiscal Year End ($) | | Timothy C. Oliver | — | — | — | — | — | | Paul J. Campbell | 220,546 | — | 85,665 | — | 703,804 | | Stuart Mackinnon | | | | | | | Ricardo J. Nuñez | — | — | — | — | — | | LaShawne Meriwether | — | — | — | — | — |

  115. Nonqualified Deferred Compensation

    (1) Amounts shown include deferred portions of Mr. Campbell's base salary and the value of his RSUs that vested in 2023. The amounts of Mr. Campbell’s contributions to Voyix's Deferred Compensation Plan in 2023 are also included in the Salary column of the Summary Compensation Table and in the Value Realized on Vesting in the Pre-Separation Option Exercises and Stock Vested Table. (2) Represents earnings in 2023 on Mr. Campbell's balance in the Voyix Corporation Deferred Compensation Plan (as described below).

  116. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control This section provides information on the compensation and benefits that would have been provided to the Atleos NEOs had a change in control of Atleos occurred on December 31, 2023 or had the employment of each such NEO terminated on that date under certain specified circumstances. None of the named executives meet the qualifications for retirement as of December 31, 2023.

  117. Potential Payments upon Termination or Change-in-Control

    | Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Timothy C. Oliver | | | | | | | Cash Severance | 6,000,000 | 3,000,000 | — | — | — | | Pro rata Bonus(3) | 1,584,000 | — | 1,584,000 | — | — | | Equity Awards(4)(5)(6) | 11,867,507 | 11,867,507 | 11,867,507 | — | — | | Welfare Benefits | 80,038 | 39,697 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination(7) | 19,541,545 | 14,917,204 | 13,451,507 | — | — |

  118. Potential Payments upon Termination or Change-in-Control

    | Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Paul J. Campbell | | | | | | | Cash Severance | 1,900,000 | 950,000 | — | — | — | | Pro rata Bonus(3) | 627,000 | — | 627,000 | — | — | | Equity Awards(4)(5)(6) | 520,510 | 314,688 | 520,510 | — | — | | Welfare Benefits | 53,412 | 39,894 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination(7) | 3,110,922 | 1,314,582 | 1,147,510 | — | — |

  119. Potential Payments upon Termination or Change-in-Control

    | Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Stuart Mackinnon | | | | | | | Cash Severance | 2,000,000 | 1,000,000 | — | — | — | | Pro rata Bonus(3) | 660,000 | — | 660,000 | — | — | | Equity Awards(4)(5)(6) | 3,562,085 | 2,041,598 | 3,562,085 | — | — | | Welfare Benefits | 53,399 | 39,836 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination(7) | 6,285,484 | 3,091,434 | 4,222,085 | — | — |

  120. Potential Payments upon Termination or Change-in-Control

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  121. Potential Payments upon Termination or Change-in-Control

    | Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Ricardo J. Nuñez | | | | | | | Cash Severance | 1,700,000 | 850,000 | — | — | — | | Pro rata Bonus(3) | 132,904 | — | 132,904 | — | — | | Equity Awards(4)(5) | 1,605,642 | 133,315 | 1,605,642 | — | — | | Welfare Benefits | 53,782 | 40,079 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination(7) | 3,502,328 | 1,033,394 | 1,738,546 | — | — |

  122. Potential Payments upon Termination or Change-in-Control

    | Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | LaShawne Meriwether | | | | | | | Cash Severance | 2,565,000 | 1,282,500 | — | — | — | | Pro rata Bonus(3) | 230,873 | — | 230,873 | — | — | | Equity Awards(4)(5) | 822,605 | 114,084 | 822,605 | — | — | | Welfare Benefits | 80,595 | 40,053 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination(7) | 3,709,073 | 1,446,637 | 1,053,478 | — | — |

  123. Potential Payments upon Termination or Change-in-Control

    (1) This column shows payments based on occurrence of a “double trigger” event (a qualifying change in control and a qualifying termination), together with vesting of applicable equity awards in the change in control. (2) This column shows the amount the named executive would receive upon a termination by Atleos without cause. Under this circumstance, the NEO's separation benefits is one times (1x) salary plus the target bonus in the prior year, except that Mr. Oliver and Ms. Meriwether receives one and one-half times (1.5x) salary plus target bonus pursuant to his employment agreement and to her offer letter with Atleos. (3) This row shows payments under the 2023 AIP in the event of a termination upon change in control, and upon a termination due to death or disability. Because the applicable termination or change in control is assumed to occur on December 31, 2023, the full value of the named executive’s 2023 AIP bonus is shown in the table. (4) Equity valuations reflect the closing price of Atleos common stock on December 29, 2023 of $24.29 and the closing price of Voyix common stock on the same date of $16.91 for Messrs. Oliver and Mackinnon, both of whom received Atleos and Voyix stock under the equity conversion arrangement in connection with the Separation. The payments in this row include only the value of unvested RSUs for which settlement would accelerate in connection with the applicable termination scenario.

  124. Potential Payments upon Termination or Change-in-Control

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  125. Potential Payments upon Termination or Change-in-Control

    A portion of the payments in this row reflect accelerated vesting of any applicable PBRSU awards, based on actual performance. For the 2021 and the 2022 PBRSUs, actual performance is shown at 134.1% and 108.8%. For the 2022 PBTSRs, performance is assumed to be 100%. For the Transaction Awards held by Messrs. Oliver, Campbell and Mackinnon, actual performance of 100% is shown. For the Share Value Awards, held by these same named executives, the performance is assumed to be 100%. (7) As determined by the CHRC and under the terms of the Atleos' Change in Control Severance Plan (as described in this CD&A), NEOs will receive Tier II benefits unless they have an employment agreement or employment offer letter that states otherwise. Mr. Oliver and Ms. Meriwether, pursuant to his employment agreement and to her offer letter, respectively, are entitled to receive Tier I benefits entitling each of them to severance equal to 300% of annual salary and target bonus, and certain welfare benefits for three years.

  126. Pay vs. Performance Table

    Pay vs. Performance Table The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our named executives and our financial performance for the year shown in the table. For purposes of this table, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  127. Pay vs. Performance Table

    Pay vs. Performance Table

  128. Pay vs. Performance Table

    | | | | | | Value of Initial Fixed $100 | | | | | Year | Summary Compensation Table Total for PEO(1&2) | Compensation Actually Paid to PEO(1&3) | Average Summary Compensation Table Total for Non- PEO NEOs(1&2) | Average Compensation Actually Paid to Non-PEO NEOs(1&3) | Total Stockholder Return(4) | Peer Group Total Stockholder Return(5) | Net Income (millions)(6) | Adjusted EBITDA(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,986,515 | $10,775,983 | $1,523,039 | $1,688,906 | $116 | $112 | $(128) | $732 |

  129. Pay vs. Performance Table

    (1) NEOs included in these columns reflect the following individuals:

  130. Pay vs. Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | Timothy C. Oliver | Paul J. Campbell, Stuart Mackinnon, Ricardo J. Nuñez and LaShawne Meriwether |

  131. Pay vs. Performance Table

    Amounts reflect Summary Compensation Table Total Pay for our NEOs for 2023.

  132. Pay vs. Performance Table

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  133. Pay vs. Performance Table

    Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from the Separation of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  134. Pay vs. Performance Table

    | | PEO | Non PEO NEO Average | | | 2023 | 2023 | | | ($) | ($) | | Summary Compensation Table Total | 8,986,515 | 1,523,039 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (6,716,702) | (603,897) | | Minus: Change in Pension Value and Nonqualified Deferred Compensation Earnings | — | (718) | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 7,764,809 | 607,062 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 667,272 | 46,246 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 74,089 | 117,174 | | (Minus): Fair Value as of the Spin-off date of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | 10,775,983 | 1,688,906 |

  135. Pay vs. Performance Table

    The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table. (4) Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the date of the Separation on October 16, 2023, through the end of 2023, assuming reinvestment of dividends. (5) Peer Group Total Stockholder Return represents the cumulative return on a fixed investment of $100 in the S&P 500 Information Technology Index for the period beginning on the date of the Separation on October 16, 2023, through the end of 2023, assuming reinvestment of dividends. (6) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for 2023. While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in Atleos’ assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to named executives, for 2023, to Company performance. Please see "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" for a definition of "Adjusted EBITDA" that shows how its calculated from its most directly comparable GAAP metric, net income/loss.

  136. Pay vs. Performance Table

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  137. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Relationship Between Compensation Actually Paid (CAP) and Performance Measures The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:

  138. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act require us to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of the “median compensated” employee of all our employees other than the CEO (the “Median Compensated Employee”). Mr. Oliver’s 2023 annual total compensation was $8,986,515. The 2023 annual total compensation of the Median Compensated Employee was $46,777. The ratio of these amounts was 192:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. Because SEC rules for identifying the Median Compensated Employee and calculating the pay ratio based on his or her annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify this Median Compensated Employee for 2023, we used Target Total Cash, which includes salary or base wages, target cash bonus incentives and other cash-based incentive allowances, such as housing, automobile, meal and other types of allowances, as reported in our payroll data, to determine our Median Compensated Employee as of December 31, 2023. For hourly employees, we calculated base wages based on a reasonable estimate of hours worked during 2023 and the relevant employee’s hourly wage rate as in effect on December 31, 2023. For salaried employees, we calculated salary using the relevant employee’s annual salary level as in effect on December 31, 2023. We annualized Target Total Cash for all permanent employees who did not work for all of 2023. As of December 31, 2023, Atleos employed approximately 3,690 US employees and 16,492 non-US employees. In determining the Median Compensated Employee, we prepared a listing of approximately 3,689 of our US-based employees and approximately 15,483 of our non-US based employees who were employed as of December 31, 2023. This listing excluded our CEO and approximately 37 employees from Czechia, 23 employees from The Dominican Republic, 10 employees from Fiji, 48 employees from Ghana, 66 employees from Hungary, 44 employees from Indonesia, 24 employees from Jordan, 32 employees from Kenya, 13 employees from Lebanon, 119 employees from Nigeria, 183 employees from Pakistan, 403 employees from Philippines, 7 employees from Zimbabwe. The excluded non-US employees, in the aggregate, represent less than 5% of our total employee population. We identified the Median Compensated Employee from the list, who was an employee from the United States, and determined this individual’s compensation in accordance with the requirements of SEC Regulation S-K, Item 402(c)(2)(x).

  139. CEO Pay Ratio Disclosure

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