DEF 14A of Diebold Nixdorf, Inc
Filed Mar 14, 2025 · FY20240001193125-25-054449
P.O. Box 3077 • North Canton, Ohio 44720
P.O. Box 3077 • North Canton, Ohio 44720 PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS
P.O. Box 3077 • North Canton, Ohio 44720
| PROXY SUMMARY | 1 | | Meeting Information | 1 | | Proposals For Your Vote and Board Recommendations | 1 | | Overview of Our Board Nominees | 2 | | Participating in the 2025 Annual Meeting of Stockholders | 4 | | VOTING INFORMATION | 5 | | PROPOSAL 1: ELECTION OF DIRECTORS | 8 | | Overview | 8 | | Our Director Nominees | 9 | | Vote Required | 13 | | Board Recommendation | 13 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 | | Overview | 14 | | Audit and Non-Audit Fees | 14 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accounting Firm | 14 | | Vote Required | 15 | | Recommendation of the Board | 15 | | PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION | 16 | | Overview | 16 | | Vote Required | 16 | | Recommendation of the Board | 16 | | CORPORATE GOVERNANCE | 17 | | Board Leadership Structure | 17 | | Board and Director Evaluation | 17 | | Board Meetings and Executive Sessions | 17 | | Board Risk Oversight | 18 | | Board Committees and Composition | 18 | | Corporate Governance Materials Available on Our Website | 20 | | Director Independence | 20 | | Related Person Transaction Policy | 20 | | Communications with Directors | 20 |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
| TABLE OF CONTENTS |
P.O. Box 3077 • North Canton, Ohio 44720
| Code of Business Ethics | 21 | | People and Compensation Committee Interlocks and Insider Participation | 21 | | Director Orientation and Education | 21 | | Environmental, Social and Governance | 21 | | BENEFICIAL OWNERSHIP | 22 | | Beneficial Ownership of Shares | 22 | | Security Ownership of Directors and Management | 23 | | Equity Compensation Plan Information | 24 | | Delinquent Section 16(A) Reports | 24 | | COMPENSATION OF DIRECTORS | 25 | | Director Stock Ownership Guidelines | 25 | | 2024 Director Compensation | 26 | | IDENTIFYING AND EVALUATING DIRECTOR NOMINEES | 27 | | Stockholder Nominees | 28 | | EXECUTIVE COMPENSATION MATTERS | 29 | | People and Compensation Committee Report | 29 | | Compensation Discussion and Analysis | 29 | | Executive Compensation Tables | 46 | | Non-Qualified Deferred Compensation Plans | 52 | | Potential Payments upon Termination or Change In Control | 53 | | Post-Termination Payments Table | 56 | | 2024 Pay-Versus-Performance | 58 | | CEO Pay Ratio Disclosure | 62 | | REPORT OF THE AUDIT COMMITTEE | 63 | | STOCKHOLDERS SHARING THE SAME ADDRESS | 64 | | EXPENSES OF SOLICITATION | 64 | | STOCKHOLDER PROPOSALS | 65 | | OTHER MATTERS | 66 |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
PROXY SUMMARY This Proxy Statement is furnished to stockholders of Diebold Nixdorf, Incorporated (“Diebold Nixdorf,” the “Company,” “we,” “our,” and “us”) in connection with the solicitation by the Board of Directors of proxies to be used at our 2025 Annual Meeting of Stockholders, and any postponements or adjournments of the meeting. These proxy materials are being sent to our stockholders on or about March 14, 2025. This proxy summary is intended to provide an overview of the information you can find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the Proxy Statement in its entirety for more information about these topics before voting. MEETING INFORMATION
P.O. Box 3077 • North Canton, Ohio 44720
| TIME AND DATE 8:00 a.m. EDT, April 30, 2025 | PLACE Virtual Meeting Only Attend at: www.virtualshareholdermeeting.com/DBD2025 | RECORD DATE Close of Business on March 3, 2025 |
P.O. Box 3077 • North Canton, Ohio 44720
PROPOSALS FOR YOUR VOTE AND BOARD RECOMMENDATIONS
P.O. Box 3077 • North Canton, Ohio 44720
| PROPOSAL | BOARD RECOMMENDATION | PAGE REFERENCES (FOR MORE DETAIL) | | 1. To elect eight directors | FOR EACH BOARD NOMINEE | 8 | | 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm | FOR | 14 | | 3. To approve, on an advisory basis, named executive officer compensation | FOR | 16 |
P.O. Box 3077 • North Canton, Ohio 44720
Information on voting mechanics, approval requirements and related matters can be found in the “Voting Information” and “Other Matters” sections starting on pages 5 and 66, respectively.
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
OVERVIEW OF OUR BOARD NOMINEES You are being asked to vote to elect each of the following nominees to our Board of Directors. The tables that follow provide summary information about our nominees. Detailed information about each director nominee’s background, skills and expertise can be found in Proposal 1: Election of Directors on page 8.
P.O. Box 3077 • North Canton, Ohio 44720
| | | | | COMMITTEE MEMBERSHIP | | | | NAME AND OCCUPATION / CAREER HIGHLIGHTS | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | NOM. GOV. | PEOPLE & COMP. | | Arthur F. Anton Retired Chairman and Chief Executive Officer, Swagelok Company | 67 | 2019 | Yes | Chair | · | | | Patrick J. Byrne Non-Executive Chair of the Board, Former Senior Vice President, Operational Transformation, GE | 64 | 2023 | Yes | | | · | | Matthew J. Espe Former Chief Executive Officer, Armstrong World Industries | 66 | 2023 | Yes | | · | Chair | | Mark Gross Former Executive Chairman, Southeastern Grocers Former Chief Executive Officer, Supervalu | 61 | 2023 | Yes | · | Chair | | | Maura A. Markus Former President and Chief Operating Officer, Bank of the West | 67 | 2024 | Yes | · | | · | | Octavio Marquez President and Chief Executive Officer, Diebold Nixdorf, Incorporated | 57 | 2022 | No | | | | | David H. Naemura Chief Financial Officer and Chief Operating Officer, Neogen Corp. | 55 | 2023 | Yes | · | | · | | Dr. Colin J. Parris Former Senior Vice President and Chief Technology Officer, GE Digital | 63 | 2024 | Yes | · | · | |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
See page 8 for more information on our considerations regarding nominees for director and additional detail regarding the key qualifications and skills of our 2025 nominees. Information about our directors’ compensation and share ownership is provided on page 22.
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
PARTICIPATING IN THE 2025 ANNUAL MEETING OF STOCKHOLDERS The 2025 Annual Meeting of Stockholders will be accessible live via the Internet. We have adopted a virtual meeting format to make participation accessible for stockholders from any geographic location with Internet connectivity. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of common stock. You are entitled to participate in the 2025 Annual Meeting of Stockholders if you were a stockholder as of the close of business on March 3, 2025, the record date, or hold a valid proxy for the meeting. You may attend the 2025 Annual Meeting of Stockholders by joining us at 8:00 a.m. Eastern time on April 30, 2025 at www.virtualshareholdermeeting.com/DBD2025. To access the virtual meeting, you will be asked to enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the log-in process. This year’s stockholder question and answer session will include questions submitted in advance of the 2025 Annual Meeting of Stockholders. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number. We will post questions and answers, if applicable to our business, on our Investor Relations website after the meeting. We encourage you to access the 2025 Annual Meeting of Stockholders before it begins. Online check-in will start shortly before the meeting on April 30, 2025. Beginning approximately 15 minutes before the start of the 2025 Annual Meeting of Stockholders, a technical support phone number will become available for any stockholders experiencing technical difficulties. We hope you can attend the 2025 Annual Meeting of Stockholders, but if not, your vote and your feedback is still important. In either case, we encourage you to carefully review this proxy statement and provide your vote in advance of the meeting by phone, online at www.proxyvote.com, or by returning your completed proxy card to us.
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
VOTING INFORMATION
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | What items will be voted on at the 2025 Annual Meeting of Stockholders and how does the Board recommend I vote? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | You are being asked to vote on the proposals outlined above in the proxy summary on page 1. The Board recommends a vote FOR each of the Board’s nominees for director identified in proposal 1 and FOR each of Proposals 2 and 3. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | What happens if other matters are properly presented at the 2025 Annual Meeting of Stockholders? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | If a permissible proposal, other than the proposals identified in this proxy statement, is presented at the 2025 Annual Meeting of Stockholders, your proxy gives authority to the individuals named in the proxy to vote your shares of common stock on any such proposal in accordance with their best judgment. This may occur, for example, if one of the director nominees included in this proxy statement is unable or unwilling to serve as a director of the Company, in which case the individuals named in the proxy may use your proxy to vote for a replacement nominee recommended by the Board (even if competing replacement nominations are properly made). As of the date of this proxy statement, we have not received notice of any other matters that may be properly presented at the 2025 Annual Meeting of Stockholders. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | Who is entitled to vote at the 2025 Annual Meeting of Stockholders? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | Our record date for the 2025 Annual Meeting of Stockholders is March 3, 2025. Each stockholder of record of our shares of common stock as of the close of business on March 3, 2025 is entitled to one vote for each share of common stock held. As of the record date, there were 37,628,705 shares of common stock outstanding and entitled to vote at the 2025 Annual Meeting of Stockholders. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | How do I vote? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | If you were a stockholder on the record date and you held shares in your own name, you have three ways to vote and submit your proxy before the 2025 Annual Meeting of Stockholders: |
P.O. Box 3077 • North Canton, Ohio 44720
| • | By mail—If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope; |
P.O. Box 3077 • North Canton, Ohio 44720
| • | By Internet—If you received the Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card; or |
P.O. Box 3077 • North Canton, Ohio 44720
| • | By telephone—If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card. |
P.O. Box 3077 • North Canton, Ohio 44720
| If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares of common stock voted at the 2025 Annual Meeting of Stockholders. |
P.O. Box 3077 • North Canton, Ohio 44720
| If you want to vote live at the 2025 Annual Meeting of Stockholders, you must join the annual meeting at 8:00 a.m. Eastern time on April 30, 2025 at www.virtualshareholdermeeting.com/DBD2025. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. However, if you have been provided with a 16-digit control number with your proxy materials, then you will not be required to request a legal proxy. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | Can I change my vote after I have voted? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | You may change your vote at any time before your proxy is voted at the 2025 Annual Meeting of Stockholders by: |
P.O. Box 3077 • North Canton, Ohio 44720
| • | Revoking your proxy by sending written notice or submitting a later dated, signed proxy card before the 2025 Annual Meeting of Stockholders to our Corporate Secretary at the Company’s address above; |
P.O. Box 3077 • North Canton, Ohio 44720
| • | Submitting a later dated, signed proxy card before the start of the 2025 Annual Meeting of Stockholders; |
P.O. Box 3077 • North Canton, Ohio 44720
| • | If you have voted by the Internet or by telephone, you may vote again over the Internet or by telephone up until 11:59 pm EDT on April 29, 2025; or |
P.O. Box 3077 • North Canton, Ohio 44720
| • | Attending the 2025 Annual Meeting of Stockholders virtually or in person at 8:00 a.m. Eastern time on April 30, 2025 at www.virtualshareholdermeeting.com/DBD2025, withdrawing your earlier proxy and voting during the meeting. |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
| Q: | Can I cumulate my votes for the election of directors? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | No, our Certificate of Incorporation (“Charter”) and Amended and Restated Bylaws (“Bylaws”) do not provide for cumulative voting in connection with the election of directors. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | How many votes are required to adopt each proposal? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | With respect to Proposal 1, the number of votes cast “for” the director nominee’s election must exceed the number of votes cast “against” his or her election. For each of Proposals 2 and 3, the affirmative vote of the holders of a majority of the votes cast, whether in person or by proxy, is required for approval. The results of the voting at the meeting will be tabulated by the inspectors of election appointed for the 2025 Annual Meeting of Stockholders. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | What is the Majority Voting Policy? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | Our Board has adopted a policy that each Director shall be elected by the vote of the majority of the votes cast (meaning the number of shares of common stock voted “for” a nominee must exceed the number of shares of common stock voted “against” such nominee) at any meeting for the election of Directors at which a quorum is present, provided that the Directors shall be elected by a plurality of the votes cast (instead of by votes for or against a nominee) at any meeting involving a contested election for one or more Directors (meaning more Directors have been nominated for election than Directorship positions available). |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | What is a “broker non-vote” and how will they be counted? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | If your shares of common stock are held in the name of a brokerage firm, your shares of common stock may be voted even if you do not provide the brokerage firm with voting instructions. Brokerage firms have authority under the New York Stock Exchange, or NYSE, rules to vote shares of common stock for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter under NYSE rules and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares of common stock on that proposal. This is referred to as a “broker non-vote.” |
P.O. Box 3077 • North Canton, Ohio 44720
| Proposal 2 is considered a routine matter on which your brokerage firm will vote without your instructions. Accordingly, there should be no broker non-votes with respect to Proposal 2. Broker non-votes are not expected to be considered votes cast with respect to Proposals 1 and 3 and therefore are not expected to have any effect on their outcome. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | How many shares of common stock must be present to constitute a quorum and conduct the 2025 Annual Meeting of Stockholders? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | A quorum is necessary to hold the 2025 Annual Meeting of Stockholders. A majority of the total voting power of all outstanding shares of capital stock of the Company generally entitled to vote at a meeting of stockholders constitutes a quorum for the purpose of adopting a proposal at the 2025 Annual Meeting of Stockholders. If you are present and vote at the 2025 Annual Meeting of Stockholders, or vote on the Internet, by telephone or by submitting a properly executed proxy card, you will be considered part of the quorum. Broker non-votes will not be part of the voting power present but will be counted to determine whether or not a quorum is present. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | What happens if I abstain? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | For all proposals, a share of common stock voted “abstain” is considered as present and entitled to vote with respect to the proposal but is not considered a vote cast with respect to the proposal. Accordingly, abstentions will have no effect on Proposal 1, the election of directors, and will not be counted for determining the outcome of Proposals 2 and 3. |
P.O. Box 3077 • North Canton, Ohio 44720
| Q: | Why did I receive a one-page notice in the mail regarding Internet availability of proxy materials instead of a full set of proxy materials? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | Under rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending you a Notice of Internet Availability of Proxy Materials. The instructions found in the Notice explain that all stockholders will have the ability to access the proxy materials on www.proxyvote.com or request to receive a printed copy of the proxy materials. You may also request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage you to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our 2025 Annual Meeting of Stockholders materials. |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
| Q: | What shares of common stock are included on my proxy card or Notice of Internet Availability of Proxy Materials? |
P.O. Box 3077 • North Canton, Ohio 44720
| A: | The number of shares printed on your proxy card(s) represents all of your shares under a particular holding or account. Receipt of more than one proxy card or Notice of Internet Availability of Proxy Materials means that certain of your shares may be registered differently and/or are held in more than one account. If you receive more than one proxy card, sign and return all of your proxy cards to ensure that all of your shares of common stock are voted. If you receive more than one Notice, you should be sure to enter the voting site with the distinct control number on each Notice when voting over the Internet to ensure that all of your shares of common stock are voted. |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
PROPOSAL 1: ELECTION OF DIRECTORS The Nomination and Governance Committee evaluates the size of the Board from time to time commensurate with the evolving needs of the Company. In August 2024, the Board increased its size from eight to ten directors and appointed Dr. Colin J. Parris (on August 2, 2024) and Maura A. Markus (on August 6, 2024) to fill the resulting vacancies, for a term to expire at the 2025 Annual Meeting of Stockholders. The Board assigned Ms. Markus to the Board’s Audit Committee and People and Compensation Committee and Dr. Parris to the Board’s Audit Committee and Nomination and Governance Committee. Effective at the 2025 Annual Meeting of Shareholders, the size of the Board will be reduced to eight directors. The Nomination and Governance Committee and the full Board have determined that eight directors is an appropriate size for our Board and the Company’s current needs and will continue to provide us with the right mix of director skills and experiences necessary to support the Company and management. As a result, two of our current directors will not be standing for reelection at the 2025 Annual Meeting of Shareholders. We would like to extend our sincere thanks to Ms. Bowen and Mr. Pearlman for their outstanding and dedicated service to the Company. We are recommending that stockholders elect eight directors to our Board. Each of our nominees for director identified on the following pages is independent as defined by the corporate governance standards of the NYSE and the Company’s Categorical Independence Standards for Directors, except for Mr. Marquez, our President and CEO. If elected, each nominee will hold office for a term of one year from the date of the 2025 Annual Meeting of Stockholders or until the election and qualification of a successor. In the absence of contrary instruction from a stockholder, the Proxy Committee will vote the proxies for the election of each of the eight nominees. In the unlikely event that, for any reason, any nominee for director is not available for election when the election occurs, the Proxy Committee, at its option, may vote for substitute nominees recommended by the Board whether or not any other nominations are properly made at the 2025 Annual Meeting of Stockholders. Alternatively, the Board may reduce the number of nominees for director. The Board has no reason to believe that any of our nominees for director will be unable or unwilling to serve when the election occurs. Each of our nominees for election at the 2025 Annual Meeting of Stockholders has agreed to serve as a director, if elected.
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
OUR DIRECTOR NOMINEES
P.O. Box 3077 • North Canton, Ohio 44720
| Arthur F. Anton | | | AGE: 67 DIRECTOR SINCE: 2019 COMMITTEES: • Audit Committee (Chair) • Nomination and Governance Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Anton served as Chairman of the Board and Chief Executive Officer of the Swagelok Company, Solon, Ohio (a fluid systems technologies company), from 2017 until his retirement on December 31, 2019. Mr. Anton previously served as President and Chief Executive Officer from 2004-2017, President and Chief Operating Officer from 2001-2004, Executive Vice President from 2000-2001, and Chief Financial Officer from 1998-2000 of Swagelok. Prior to joining Swagelok in 1998, Mr. Anton was a Partner of Ernst & Young LLP (a professional services organization). Mr. Anton is currently a director of The Sherwin-Williams Company (NYSE: SHW), Cleveland, Ohio (a paint coatings manufacturer), where he has served since 2006. Mr. Anton also is Lead Director of Olympic Steel (NASDAQ: ZEUS), Bedford Heights, Ohio (a steel processing and distribution company), where he has served since 2009. In March 2020, Mr. Anton was also appointed as a director of SunCoke Energy (NYSE: SXC), Lisle, Illinois (a raw material processing and handling company serving the steel, coal and power industries), where he has served as Non-Executive Chairman since December 2020. He was also appointed as a director of the Rock & Roll Hall of Fame, Cleveland, Ohio (a rock and roll music museum), in 2018 and is a former director of Forest City Realty Trust, Cleveland, Ohio (a diversified Real Estate Investment Trust), where he served from 2010 to 2018 and University Hospitals Health System, Cleveland, Ohio (a large academic medical center), where he has served from 2005 to May 2023. DIRECTOR QUALIFICATIONS: Mr. Anton brings significant domestic and international manufacturing and distribution experience and financial expertise to our Board. In addition, as a former partner of Ernst & Young LLP and the former Chief Financial Officer of Swagelok, Mr. Anton has corporate governance expertise and extensive financial experience that provides him with a unique perspective on our business and operations and valuable insight as Chair of our Audit Committee and a member of our Nomination and Governance Committee. Additionally, Mr. Anton gained valuable experience and knowledge of the Company as former Lead Independent Director of Diebold Nixdorf. |
P.O. Box 3077 • North Canton, Ohio 44720
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P.O. Box 3077 • North Canton, Ohio 44720
| Patrick J. Byrne | | | AGE: 64 DIRECTOR SINCE: 2023 COMMITTEES: • People and Compensation Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Byrne serves as non-executive Chair of the Board for Diebold Nixdorf, Incorporated and formerly served as Senior Vice President of Operational Transformation at General Electric Company (NYSE: GE) (a multinational conglomerate) from August 2022 until his retirement in March 2024. In this role, he was responsible for driving GE’s priorities around safety, quality, delivery and cost. From 2019 to 2022, Mr. Byrne served as Chief Executive Officer of GE Digital (a subsidiary of GE) where he led the company’s software businesses focused on digital transformation. Prior to GE, from 2016 to 2019, Mr. Byrne served as Senior Vice President at Fortive Corporation (NYSE: FTV) (an industrial technology conglomerate), and from 2014 to 2019 served as President – Tektronix at Danaher Corporation (NYSE: DHR) (a globally diversified conglomerate) where he led multiple technology businesses. He has served as a member of the board of directors for multiple publicly traded companies, including currently serving as Chairman of Verra Mobility (Nasdaq: VRRM), since 2022, and previously serving as an independent director at Micron Technology (Nasdaq: MU) from 2011 to 2020. DIRECTOR QUALIFICATIONS: Mr. Byrne brings significant and unique technological and operational experience to our Board. Mr. Byrne’s focus on innovation and industrial technology through his various officer and director roles at public companies provides valuable insight for the Company. In his position as Chairman of Verra Mobility, Mr. Byrne provides independent oversight and serves as a liaison between management and the company’s board. Mr. Byrne’s extensive executive leadership experience makes him well-suited to serve as our Board Chair. |
P.O. Box 3077 • North Canton, Ohio 44720
| Matthew J. Espe | | | AGE: 66 DIRECTOR SINCE: 2023 COMMITTEES: • Nomination and Governance Committee • People and Compensation Committee (Chair) | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Espe serves as a board member and advisor to public companies, private equity firms and non-profit organizations. In January 2017, he was recruited by Sterling Partners (an investment management firm) to lead the transformation of Radial Inc. (an e-commerce company) and oversaw the successful sale of the company, serving as President and Chief Executive Officer until November 2017. He previously served as Chief Executive Officer of Armstrong World Industries (NYSE: AWI) (a designer and manufacturer of wall and ceiling building material) from 2010 to 2016, as Chairman and Chief Executive Officer of IKON Office Solutions (a provider of document management systems, copiers and services) from 2002 to 2008, and held various roles at GE, including as President and Chief Executive Officer of GE Lighting (a lightbulb and appliance company) from 1980 to 2002. He has served as an operating partner at Advent International (a private equity firm) from November 2017 to the present, and as an operating partner at SVP Global – United Kingdom (a private equity firm) from October 2018 to the present. In addition, he has served as an Independent Director at WESCO International (NYSE: WCC) since 2016, Anywhere Real Estate, Inc. (NYSE: HOUS) since 2016, and Korn Ferry (NYSE: KFY), since September 2023. DIRECTOR QUALIFICATIONS: Mr. Espe brings valuable qualifications and leadership experience to our board. Mr. Espe has significant experience from serving as chief executive officer at several companies and has extensive corporate governance experience through his service on public company boards. Mr. Espe has expertise in the areas of finance, accounting, international business, risk oversight, technology, retail industries, and cybersecurity, among others. Mr. Espe is skilled in strategic vision and in implementing positive change in organizations. |
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P.O. Box 3077 • North Canton, Ohio 44720
| Mark Gross | | | AGE: 61 DIRECTOR SINCE: 2023 COMMITTEES: • Audit Committee • Nomination and Governance Committee (Chair) | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Gross is an executive with more than 25 years of critical leadership experience, financial expertise and deep insight in leading business transformations. He currently serves as co-chairman of the board of Northeast Grocery Inc. (a large regional grocery chain), as a board member and chairman of the audit committee of Acosta, Inc. (a full-service sales and marketing agency serving the consumer-packaged goods industry), and as a director and member of the audit committee of Rackspace Technology, Inc. (Nasdaq: RXT) (a leading end-to-end hybrid, multicloud technology services company). Until last year, Mr. Gross was the Executive Chairman of Southeastern Grocers (also a large regional grocery chain). Mr. Gross served as the founder and President of Surry Investment Advisors, LLC (a food retail consulting firm) from 2006 to January 2016, and rejoined Surry in 2018, where he currently serves as its manager. In addition, Mr. Gross previously served as President and Chief Executive Officer of Supervalu, Inc. (NYSE: SVU) (a wholesaler and retailer of grocery products) from 2016 to 2018, and held several positions, including Co-President of C&S Wholesale Grocers, Inc. (a wholesale grocery supply company) from 1997 to 2006. From November 2020 to December 2022, Mr. Gross served as the chief executive officer of Kernel Group Holdings (a special purpose acquisition company). DIRECTOR QUALIFICATIONS: Mr. Gross has extensive business management expertise and experience serving as a leader and director for various public and private companies, with a significant understanding of the retail industry. Prior to his positions with public and private companies, Mr. Gross was an attorney at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Gross graduated cum laude from University of Pennsylvania Law School and holds a BA from Dartmouth College, where he graduated with highest honors in his major. |
P.O. Box 3077 • North Canton, Ohio 44720
| Maura A. Markus | | | AGE: 67 DIRECTOR SINCE: 2024 COMMITTEES: • Audit Committee • People and Compensation Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Ms. Markus is the former President and Chief Operating Officer of Bank of the West, a role that she held from 2010 to 2014. She also served as a member of their Board of Directors, and the Bank’s Executive Management Committee. Prior to joining the Bank of the West, Ms. Markus served in a number of executive leadership roles at Citigroup, over a 22-year period, including as Executive Vice President – Head of International Retail Banking in Citi’s Global Consumer Group, President at Citibank, North America, President at Citibank, Greece, and Sales and Marketing Director for Citibank Europe. She has more than 25 years of experience leading operations, sales and marketing in the U.S. and Europe, helping build both Bank of the West and Citibank in senior executive and board roles. Currently, Ms. Markus serves as a Director for Broadridge Financial Solutions (NYSE: BR), where she has served since 2013, and Stifel Financial Corp (NYSE: SF), where she has served since 2016. DIRECTOR QUALIFICATIONS: Ms. Markus brings substantial knowledge and expertise through her proven service as an executive and director of leading financial service companies. Ms. Markus has business expertise in a variety of areas, and has worked in numerous industries, offering significant value to the board. In addition to her significant market experience, Ms. Markus is an executive committee member and Committee Chair at the College of Mount St. Vincent NY. |
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| Octavio Marquez | | | AGE: 57 DIRECTOR SINCE: 2022 • President and Chief Executive Officer | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Marquez is the President and Chief Executive Officer of Diebold Nixdorf, Incorporated and has served in this capacity since March 2022. Mr. Marquez was also elected Chair of the Board of Directors in February 2023 and served in that capacity until September 2023. Mr. Marquez was the President and Chief Executive Officer during the Company’s emergency from restructuring in 2023. He was previously the Company’s Executive Vice President, Global Banking since November 2020, where he was responsible for leading the Company’s Banking business teams around the world, working directly with customers to help automate, digitize and transform how people bank. Prior to stepping into the Banking role, he served as the Company’s Senior Vice President of the Americas region from 2016-2020 and headed the Latin American region. Mr. Marquez’s leadership successfully repositioned the business, most notably in Brazil and Mexico, to better align with the economic environment and drive growth. Before joining the Company in January 2014, Mr. Marquez served in various roles at other companies, including Dell EMC, Round Rock, Texas (an IT management and cloud computing company) from 2012-2014, Hewlett Packard Enterprise (NYSE: HPE), Spring, Texas (an information technology company) from 2001-2012, Dell EMC Mexico from 1997-2000, and NCR Corporation (NYSE: NCR), Atlanta, Georgia (a software and technology company) from 1995-1997. DIRECTOR QUALIFICATIONS: As President and Chief Executive Officer of our Company, Mr. Marquez’s day-to-day leadership provides him with intimate knowledge of our operations, which provide valuable insights and information about our business to the Board. |
P.O. Box 3077 • North Canton, Ohio 44720
| David H. Naemura | | | AGE: 55 DIRECTOR SINCE: 2023 COMMITTEES: • Audit Committee • People and Compensation Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Mr. Naemura has served as the Chief Financial Officer of Neogen Corporation (Nasdaq: NEOG) (an international food safety company) since November 2022. In addition to his role as Chief Financial Officer, Mr. Naemura was also appointed as Chief Operating Officer in January 2025. Prior to joining Neogen, he served as Chief Financial Officer of Vontier Corporation (NYSE: VNT) (an industrial technology company) from February 2020 to November 2022, previously served as Chief Financial Officer of Gates Industrial Corporation (NYSE: GTES) (a global industrial manufacturing company) from 2015 to January 2022 and was a group Chief Financial Officer at Danaher Corporation from 2012 to 2015. He began his career as an auditor at Deloitte & Touche, a professional services firm. DIRECTOR QUALIFICATIONS: Mr. Naemura has a deep understanding of financial matters from his experiences as a chief financial officer. He has a proven history of success in transforming businesses and navigating periods of change. Mr. Naemura’s strategic insight and financial expertise are immensely valuable to the Board. |
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| Dr. Colin J. Parris | | | AGE: 63 DIRECTOR SINCE: 2024 COMMITTEES: • Audit Committee • Nomination and Governance Committee | PRINCIPAL OCCUPATION, PROFESSIONAL AND BOARD EXPERIENCE: Dr. Parris is the former Senior Vice President and Chief Technology Officer at GE Digital, a position that he held from May 2020 to April 2024. He joined General Electric in 2014 as a GE Officer and Vice President, GE Software Research. Prior to joining GE, Dr. Parris spent two decades at IBM in a variety of executive roles, serving most recently as Vice President, Systems Research in the IBM T.J. Watson Research Division from 2013 to 2014, and General Manager for IBM’s Power Systems business from 2010 to 2013. He has an extensive technology background with significant experience in software – with a current focus on data software and artificial intelligence – and leading digital transformations. Dr. Parris also currently serves as a Director for APTIV (NYSE: APTV) (a global mobility technology company), a role he has held since 2017, and in January 2025 he was appointed to the board of Corebridge Financial, Inc. (NYSE: CRBG and CRBD) (a leading provider of retirement solutions and insurance products). DIRECTOR QUALIFICATIONS: Dr. Parris has a bachelor’s degree in electrical engineering from Howard University, master’s degrees in electrical engineering and computer science from the University of California, Berkeley and a master’s degree in management from Stanford University. He also has a PhD in electrical engineering from the University of California, Berkeley. Dr. Parris has an extensive technology background with significant experience in software and leading digital transformations. Alongside his various business and technology expertise, he serves as a member on the National Academy of Engineering, and a member of the Counsil of Foreign Relations. His deep technology background and current focus on data software and artificial intelligence provides valuable knowledge and relevant insight to the Board. |
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VOTE REQUIRED Since this is an uncontested election (the number of nominees does not exceed the number of Director positions available), each nominee who receives the affirmative “for” vote from a majority of the votes cast by stockholders who are present or represented by proxy at the 2025 Annual Meeting of Stockholders and entitled to vote in the election of directors will be elected to serve as a director until the 2026 Annual Meeting of Stockholders. BOARD RECOMMENDATION The Board recommends that stockholders vote FOR each of its eight director nominees.
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| ✓ | FOR the election of each of our director nominees |
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OVERVIEW The Audit Committee has appointed KPMG LLP, our independent registered public accounting firm since 1965, to examine our accounts and other records for the year ending December 31, 2025. This appointment is being presented to you for ratification at the 2025 Annual Meeting of Stockholders. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider KPMG LLP’s selection as the Company’s independent registered public accounting firm. KPMG LLP has no financial interest, direct or indirect, in us or any of our subsidiaries. A representative of KPMG LLP is expected to be present at the 2025 Annual Meeting of Stockholders to make a statement if he or she desires and to respond to appropriate questions. AUDIT AND NON-AUDIT FEES The following table shows the aggregate fees billed to us for the annual audit and the review of the interim financial statements and other services provided by KPMG LLP for fiscal years 2024 and 2023.
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| | 2024 | 2023 | | Audit Fees(1) | $8,396,291 | $12,366,827 | | Audit-Related Fees(2) | $413,174 | $124,944 | | Tax Fees(3) | $70,645 | $65,059 | | All Other Fees(4) | $— | $38,933 | | Total | $8,880,110 | $12,595,764 |
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| (1) Audit Fees consist of fees billed or to be billed for professional services rendered for the audit of our annual financial statements and the review of the interim financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings. |
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| (2) Audit-Related Fees consist of fees billed for professional services rendered for assurance services in connection with other requirements outside of statutory and regulatory filings. |
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| (3) Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning, both domestic and international. These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning. |
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| (4) All Other Fees consist of fees billed for those services not captured in the audit, audit-related and tax categories. |
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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee when expedition of
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| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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services is necessary, provided that the Chair must report any decisions to pre-approve to the full Audit Committee at its next scheduled meeting. All of the fees included under the categories “Audit-Related Fees,” “Tax Fees” and “All Other Fees” above were pre-approved by the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC. VOTE REQUIRED The affirmative “for” vote by a majority of the votes cast by stockholders who are present or represented by proxy at the 2025 Annual Meeting of Stockholders is required to approve this Proposal 2. Brokers are expected to be able to vote on this Proposal 2 without receiving express instruction from a beneficial owner. “Abstain” votes will have no impact on this Proposal 2. RECOMMENDATION OF THE BOARD The Board recommends a vote FOR the approval of this Proposal 2.
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| ✓ | FOR Proposal 2 |
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PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION As required by Section 14A of the Exchange Act and pursuant to Rule 14a-21(a) promulgated thereunder, we are providing our stockholders the opportunity to cast an advisory (non-binding) vote on the compensation paid to our named executive officers. While this is an advisory vote, and therefore not binding on us, the Board values the opinions of our stockholders. The People and Compensation Committee reviews the results of voting on this proposal and takes them into consideration when making future decisions regarding named executive officer compensation. Under current Board policy, the advisory vote for approval of named executive officer compensation occurs annually. After the 2025 Annual Meeting of Stockholders, the next such vote will occur at our 2026 Annual Meeting of Stockholders. The “Compensation Discussion and Analysis” and “Executive Compensation Matters” sections of this Proxy Statement describe our executive compensation program in detail, as well as the decisions and rationale of our People and Compensation Committee in regard to that program. Our executive pay program is designed to enable us to attract, retain and motivate high quality executives who will provide us with dynamic leadership and are instrumental to our success. We emphasize performance-based variable pay by delivering a substantial portion of executive compensation opportunities through annual cash bonuses and long-term incentives and seek to provide total pay that is commensurate with our performance and competitive with our peer group. Accordingly, we are asking our stockholders to vote FOR the following resolution: “RESOLVED, that the compensation of our named executive officers as disclosed pursuant to the compensation rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.” VOTE REQUIRED The affirmative “for” vote by a majority of the votes cast by stockholders who are present or represented by proxy at the 2025 Annual Meeting of Stockholders is required to approve this Proposal 3. “Abstain” votes and “broker non-votes” will have no impact on this Proposal 3. RECOMMENDATION OF THE BOARD The Board recommends a vote FOR the approval of this Proposal 3.
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| ✓ | FOR Proposal 3 |
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CORPORATE GOVERNANCE Our Board is committed to strong corporate governance principles and practices to ensure that the Board most effectively and efficiently serves in its oversight obligations. This section provides an overview of the current organization of the Board, its committees, responsibilities and other related topics and initiatives. BOARD LEADERSHIP STRUCTURE Since September 2023, the Board has separated the roles of Chair and Chief Executive Officer, and since that time Patrick J. Byrne has served as non-executive Chair of the Board. The Board does not maintain a policy requiring the Chair to be a non-executive Board member, nor does it require the Chair and Chief Executive Officer roles to be separated. However, when the Chair is also an executive of the Company, the independent members of the Board have historically appointed a Lead Independent Director. The Lead Independent Director is selected among the Board’s independent directors and the role’s duties include, among others, presiding at all meetings of the Board at which the Chair is not present, presiding over executive sessions of the independent directors, and providing direction on agendas, schedules, and materials for Board meetings. The Board will continue to periodically assess and adjust our leadership structure as needed in consideration of emerging corporate governance standards, market practices and our specific circumstances and needs. BOARD AND DIRECTOR EVALUATION In accordance with governance best practices and stock exchange requirements, the Nomination and Governance Committee authorizes our Board Chair to conduct an annual evaluation of the overall performance and effectiveness of the Board, and each Board committee annually conducts a live performance evaluation. The nature and format of the Board evaluation process is fluid and is structured in the fashion that is expected to provide the Board with the most useful and actionable information. In 2024, the Board conducted its evaluation through individual interviews with each director led by its Chairman of the Board and Chief Legal Officer and subsequently held a live discussion during which the Board discussed its performance, as well as its opportunities to further enhance its performance in the coming year. BOARD MEETINGS AND EXECUTIVE SESSIONS The Board held 5 regular meetings and 1 special meeting during 2024. All of our directors attended 75% or more of the aggregate of all meetings of the Board and the Board committees on which they served in 2024 during the time they served on the Board or such Board committees. In accordance with the NYSE’s corporate governance standards, our independent directors regularly meet in executive session without management present, generally following each regularly scheduled Board meeting. In addition, on occasion, our independent directors will meet in executive session prior to the start of or following a Board meeting. Since his appointment to the Board, Mr. Byrne, our non-executive Board Chair, has presided over these executive sessions. The executive sessions of each Board committee are overseen by the respective committee chair. While we do not have a formal policy regarding directors’ attendance at the Annual Meeting of Stockholders, it is expected that all directors attend the Annual Meeting of Stockholders unless there are extenuating circumstances for non-attendance. Each director who was a director as of the 2024 Annual Meeting of Stockholders attended that meeting.
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BOARD RISK OVERSIGHT The Board and its committees collectively play an active role in overseeing management of our risks and in helping establish an appropriate risk tolerance for the Company. The Board oversees our risk strategy and effectiveness; however, management is responsible for identifying risks inherent in our business and implementing and supervising day-to-day risk management and mitigation. In addition to discussion of risk management with the full Board, the Board and the appropriate committees receive regular reports from our senior management on areas of material risk within the committee’s substantive focus, including operational, financial, strategic, compliance, cybersecurity, competitive, reputational, and legal and regulatory risks. The Board also meets with senior management as part of each Board meeting, and more frequently as needed, to discuss strategic planning, including the key risks inherent in our short- and long-term strategies. Senior management then provides the Board with periodic updates throughout the year with respect to these strategic initiatives and the impact and management of these key risks. We also have robust internal dialogue among our operations, information security, technology, finance, compliance, treasury, tax, legal and internal audit departments, among others, whenever a potential risk arises. These discussions are escalated to our President and Chief Executive Officer, Chief Financial Officer, Corporate Controller, Chief Legal Officer, Chief People Officer, and/or Chief Information Security Officer, Vice President, Internal Audit and other Vice Presidents of our various divisions and regions, as appropriate, with open lines of communication among them, the Board’s committees, and the entire Board. We believe that the Board’s approach and continued evaluation of its risk oversight enhances its ability to assess the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the Company. We also believe that our Board leadership structure complements our risk management structure because it allows our independent directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls. BOARD COMMITTEES AND COMPOSITION The Board’s current standing committees are the Audit Committee, Nomination and Governance Committee, and People and Compensation Committee. Each committee’s members, its meetings during 2024, and its functions are described below. The Board reviews committee membership, charters and responsibilities every year and will do so again following the 2025 Annual Meeting of Stockholders.
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| AUDIT COMMITTEE* | | | Members: Arthur F. Anton (Chair), Marjorie L. Bowen, Mark Gross, Maura A. Markus, David H. Naemura and Dr. Colin J. Parris. Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 5 times during 2024 and had informal communications with management, as well as with our independent auditors, at various other times during the year. Contact: auditchair@dieboldnixdorf.com Committee Report: See page 63. | Primary Duties and Responsibilities: • Monitors the adequacy of our financial reporting process and systems of internal controls regarding finance, accounting and ethics and compliance. • Monitors the independence and performance of our independent auditors and performance and controls of our internal audit department. • Provides an avenue of communication among the independent auditors, management, the internal audit department and the Board. • Examines and discusses various issues pertaining to finance, treasury, investment, and insurance. Financial Experts: The Board has determined that each of Messrs. Anton, Gross, and Naemura, and Mses. Markus, and Bowen is an audit committee financial expert within the meaning of such term under Item 407(d)(5) of Regulation S-K. |
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| * This committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the Exchange Act). In October 2024, the Finance Committee of the Board was dissolved, with the Audit Committee assuming its responsibilities going forward. |
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| NOMINATION AND GOVERNANCE COMMITTEE | | | Members: Mark Gross (Chair), Arthur F. Anton, Matthew J. Espe and Dr. Colin J. Parris. Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 4 times during 2024 and had informal communications with management at various other times during the year. Contact: bdgovchair@dieboldnixdorf.com | Primary Duties and Responsibilities: • Identifies potential director candidates consistent with criteria approved by the Board. • Makes recommendations to the Board to fill vacancies or consider the appropriate size of the Board. • Makes recommendations regarding corporate governance principles, the Board leadership structure and Board committee composition. • Leads Board and committee assessments. • Oversees director orientation and education, as described in “Director Orientation and Education” below. • Ensures Board oversight of our enterprise risk management process, securities policies and procedures, including cybersecurity, and of our environmental, social and governance program. |
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| PEOPLE AND COMPENSATION COMMITTEE | | | Members: Matthew J. Espe (Chair), Patrick J. Byrne, Maura A. Markus, David H. Naemura and Emanuel R. Pearlman Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 6 times during 2024 and had informal communications with management, as well as the committee’s independent compensation consultant, at various other times during the year. Contact: compchair@dieboldnixdorf.com Committee Report: See page 29. | Primary Duties and Responsibilities: • Monitors and evaluates the general compensation philosophy of the Company. • Administers our executive compensation program as well as our benefit plans for all employees with the goals of ensuring that (a) the benefits and compensation practices of the Company are competitive and sufficient to attract, motivate and retain quality professional staff and (b) the Company’s compensation programs adhere to a “pay for performance” philosophy. • Oversees our equity plans (including reviewing and approving equity grants to executive officers). • Annually reviews and approves all pay decisions relating to executive officers. • Periodically reviews director compensation and makes recommendations to the Board with respect to such compensation. • Determines and measures achievement of corporate and individual goals, as applicable, by our executive officers under our short- (annual) and long-term incentive plans and makes recommendations to the Board for ratification of such achievements. • Oversees the development of executive succession plans and talent management policies and programs, as well as reviews measures of employee engagement and plans related to employee engagement. • Reviews proposed changes to any of our benefit plans, such as retirement plans, deferred compensation plans and 401(k) plans. • For additional discussion of the committee’s role, processes and procedures in connection with executive compensation, see “Compensation Discussion and Analysis—Role of the People and Compensation Committee” below. |
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CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE Copies of the following documents, among others, are available on our investor relations website (investors.dieboldnixdorf.com) in the Governance section under the Policies and Charters tab:
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| • | Current charters for our Audit, Nomination and Governance, and People and Compensation Committees; |
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| • | Our Categorical Independence Standards for Directors; |
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| • | Our Corporate Governance Guidelines; and |
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| • | Our Code of Business Ethics. |
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The Company’s website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Proxy Statement. For a discussion of our Insider Trading Policy, which prohibits hedging or pledging of our shares by our directors, officers and employees, see “Compensation Discussion and Analysis—Insider Trading Policy” below. DIRECTOR INDEPENDENCE The Board determined that each of our current directors, Patrick J. Byrne, Arthur F. Anton, Marjorie L. Bowen, Matthew J. Espe, Mark Gross, Maura A. Markus, David H. Naemura, Dr. Colin J. Parris and Emanuel R. Pearlman, has no material relationship with the Company and is independent under our director independence standards, the NYSE’s director independence standards, and the SEC’s independence requirements, as applicable and as currently in effect. In making these determinations, the Board considered the business, professional or familial relationships of each of the directors in 2024, including relationships between the Company and related entities where our directors also serve as directors (which relationships the Board considered as part of its determinations and concluded did not impair the independence of the respective director). Octavio Marquez does not satisfy these independence standards because he is employed by us as our President and CEO in addition to his role as director. RELATED PERSON TRANSACTION POLICY Pursuant to our director independence standards, discussed above, and our Corporate Governance Guidelines, we do not engage in transactions with non-employee directors or their affiliates if a transaction would cause an independent director to no longer be deemed independent, would present the appearance of a conflict of interest or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any of our directors. This prohibition also includes significant business dealings with directors or their affiliates, charitable contributions that would require disclosure in our proxy statement under the rules of the NYSE, and consulting contracts with, or other indirect forms of compensation to, a director. Any waiver of this policy may be made only by the Board and must be promptly disclosed to our stockholders. In 2024, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K. COMMUNICATIONS WITH DIRECTORS The Company’s Board of Directors provides a process for stockholders to send communications to the Board. Stockholders and interested parties may communicate with our Audit, Nomination and Governance, and People and Compensation Committee Chairs by sending an email to the address provided in the applicable committee description above or with our non-employee directors as a group by sending an email to boardlogistics@dieboldnixdorf.com. Communications may also be directed in writing to such person or group at Diebold Nixdorf, Incorporated, Attention: Corporate Secretary, 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720. The independent members of the Board have approved a process for handling communications we receive that are addressed to non-employee members of the Board. Under that process, the Corporate Secretary will review all such communications and determine whether communications require immediate attention. The Corporate Secretary will forward communications, or a summary of communications, to the appropriate director or directors.
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CODE OF BUSINESS ETHICS Our directors, executive officers and employees are required to comply with the policies and protocols concerning business ethics and conduct provided in our Code of Business Ethics. The Code of Business Ethics ties our core values to the ethical principles that guide our business decisions. The Code of Business Ethics also provides clear information on the resources available for directors, executive officers and employees to ask questions and report unethical behavior. All directors have received training specific to the Code of Business Ethics. The Code of Business Ethics applies to us, including all of our domestic and international affiliates and subsidiaries. The Code of Business Ethics describes certain responsibilities that our directors, executive officers and employees have to the Company, to each other and to our global partners and communities. It covers many topics, including compliance with laws, including the Foreign Corrupt Practices Act and relevant global anti-corruption laws, conflicts of interest, protection of intellectual property and competitive and confidential information, as well as maintenance of a respectful and non-retaliatory workplace. The Code of Business Ethics also includes and links to our Conflicts of Interest Policy, which further details the requirements for our directors, officers and employees to avoid conflicts and disclose any potential conflicts, including conflicts that may result from related party transactions. In addition, our employees are required to report any conduct that they believe in good faith to be a violation of the Code of Business Ethics. Our Audit Committee has procedures to receive, retain and evaluate complaints regarding accounting, internal financial controls or auditing matters, and to allow for the confidential and anonymous submission of concerns regarding questionable practices or potential violations of our policies, including the Code of Business Ethics. PEOPLE AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of our People and Compensation Committee during the year ended December 31, 2024 were Matthew J. Espe, Patrick J. Byrne, Maura A. Markus, David H. Naemura and Emanuel R. Pearlman. No member of the People and Compensation Committee is currently, or during the year ended December 31, 2024 was formerly, an officer or employee of the Company or any of its subsidiaries or affiliates. During the year ended December 31, 2024, no member of the People and Compensation Committee had a relationship that is required to be disclosed under Securities and Exchange Commission rules regarding related-party transactions. During the year ended December 31, 2024, none of the Company’s executive officers served on a board of directors or compensation committee (or a committee serving a similar function) of any entity that had one or more of its executive officers serving on the Company’s Board of Directors or the People and Compensation Committee. DIRECTOR ORIENTATION AND EDUCATION In August 2024, we onboarded two new directors. The onboarding process for each of our new directors included extensive one-on-one meetings between each new director and our executive leaders, travel to our facilities in Ohio to further engage with management and to visit our operations, and formal and informal Board meetings which, in addition to addressing substantive matters were intended to develop partnership and teamwork among the Board. As part of our onboarding efforts, we seek to educate new directors on the fiduciary and public company obligations of Board members, the history of our Company, our strategic plans, significant financial matters, organizational and operational overview, core values, ethics and compliance programs (including our Code of Business Ethics), corporate governance practices and other key policies and practices. ENVIRONMENTAL, SOCIAL AND GOVERNANCE As a global company, we are committed to protecting the environment, caring for our people and the communities in which we live and work, and continually enhancing our governance to ensure best practices in all we do as an organization. We strive to advance solutions and practices that are sustainable, equitable and best in class as a corporate citizen. Our ESG Report is available on our website at https://www.dieboldnixdorf.com/en-us/about-us/esg/. The Company’s website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Proxy Statement.
P.O. Box 3077 • North Canton, Ohio 44720
| | 2025 PROXY STATEMENT | | 21 |
P.O. Box 3077 • North Canton, Ohio 44720
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP OF SHARES The table below sets forth the beneficial ownership of each person who has publicly reported ownership of more than 5% of the Company’s shares of common stock. To our knowledge, except for the stockholders listed below, no person beneficially owned more than five percent of our outstanding shares of common stock as of March 3, 2025. The information provided below was derived from reports filed with the SEC by the beneficial owners on the dates indicated in the footnotes below.
P.O. Box 3077 • North Canton, Ohio 44720
| TITLE OF CLASS | NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS(1) | | Common Stock | Capital World Investors 333 South Hope Street, 55th Floor Los Angeles, CA 90071 | 11,913,987(2) | 31.66% | | Common Stock | Millstreet Capital Management LLC, et al. 545 Boylston Street, 8th Floor Boston, MA 02116 | 6,027,361(3) | 16.02% | | Common Stock | Hein Park Capital Management LP, et al. 888 Seventh Avenue, 41st Floor New York, NY 10019 | 2,231,152(4) | 5.93% | | Common Stock | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 2,137,790(5) | 5.68% | | Common Stock | Beach Point Capital Management LP, et al. 1620 26th Street, Suite 6000n Santa Monica, CA 90404 | 2,043,666(6) | 5.43% |
P.O. Box 3077 • North Canton, Ohio 44720
| (1) The percentages reported in this column for each of the holders of more than 5% of the Company’s shares of common stock are based on the Company’s 37,628,705 outstanding shares of common stock on March 3, 2025. |
P.O. Box 3077 • North Canton, Ohio 44720
| (2) Based solely upon information contained in the Form 4 filed on February 10, 2025 by Capital World Investors (“CWI”). CWI is a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited. CWI’s divisions of each of the aforementioned investment management entities collectively provide investment management services under the name “Capital World Investors.” CWI reported that as of February 10, 2025, it is the investment adviser to certain investment advisory clients or discretionary accounts which hold 355,711 shares of common stock. CWI also has voting and investment control with respect to an additional 11,558,276 shares of common stock held by other CWI investment advisory clients but has no pecuniary interest in such shares of common stock. |
P.O. Box 3077 • North Canton, Ohio 44720
| (3) Based solely upon information contained in the Schedule 13D/A filed jointly by Millstreet Capital Management LLC, et al. on May 24, 2024. Millstreet Capital Management LLC, in addition to Brian D. Connolly and Craig M. Kelleher, also named reporting persons on the Schedule 13D/A, reported that as of May 24, 2024 each had shared voting and shared dispositive power over 6,027,361 shares of common stock. Mr. Connolly and Mr. Kelleher are Managing Members of Millstreet Capital Management LLC. Shares reported for Messrs. Connolly and Kelleher represent the above referenced shares reported with respect to Millstreet Capital Management LLC. Messrs. Connolly and Kelleher disclaim beneficial ownership of the shares reported except to the extent of their pecuniary interest therein. |
P.O. Box 3077 • North Canton, Ohio 44720
| (4) Based solely upon information contained in the Schedule 13D/A filed jointly by Hein Park Capital Management LP, et al. on October 22, 2024. Hein Park Capital LP (“Hein Park”), in addition to Hein Park Capital Management GP LLC (“Hein Park GP”) and Courtney W. Carson, also named reporting persons on the Schedule 13D/A, reported that as of October 22, 2024 each had shared voting and shared dispositive power over 2,231,152 shares of common stock. Hein Park serves as the investment manager of certain investment funds (collectively, the “Hein Park Funds”) that hold the shares reported, and in its capacity as investment manager of the Hein Park Funds, Hein Park has voting and dispositive power over the shares held by the Hein Park Funds. Hein Park GP serves as the general partner of, and in such capacity controls, Hein Park, and Hein Park GP is managed and controlled by Carson. |
P.O. Box 3077 • North Canton, Ohio 44720
| (5) Based solely upon information contained in the Schedule 13G filed by BlackRock, Inc., et al. on November 8, 2024. BlackRock, Inc. (“BlackRock”) reported that as of November 8, 2024, it beneficially owned 2,137,790 shares of common stock, of which it had sole voting power over 2,096,374 and sole dispositive power over 2,137,790 shares. |
P.O. Box 3077 • North Canton, Ohio 44720
| (6) Based solely upon information contained in the Schedule 13D/A filed jointly by Beach Point Capital Management, et al. on October 2, 2024. Beach Point Capital Management and Beach Point GP LLC, also a named reporting person on the Schedule 13D/A, reported that, as of October 2, 2024, each had shared voting and shared dispositive power over 2,043,666 shares of common stock. |
P.O. Box 3077 • North Canton, Ohio 44720
| 22 | | 2025 PROXY STATEMENT | |
P.O. Box 3077 • North Canton, Ohio 44720
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT The following table shows the beneficial ownership of the Company’s shares of common stock, including those shares that individuals have a right to acquire (for example, through exercise of options) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by (1) each director and nominee, (2) each of our named executive officers, and (3) all directors and executive officers as a group as of March 3, 2025.
P.O. Box 3077 • North Canton, Ohio 44720
| DIRECTORS AND NOMINEES | SHARES OF COMMON STOCK BENEFICIALLY OWNED(1)(2) | STOCK OPTIONS EXERCISABLE WITHIN 60 DAYS | PERCENT OF CLASS | | Arthur F. Anton | 20,000 | 20,000 | * | | Marjorie L. Bowen | 2,290 | 20,000 | * | | Patrick J. Byrne | — | 25,000 | * | | Matthew J. Espe | — | 20,000 | * | | Mark Gross | — | 20,000 | * | | Maura A. Markus | — | — | * | | David H. Naemura | — | 20,000 | * | | Dr. Colin J. Parris | — | — | * | | Emanuel R. Pearlman | — | 20,000 | * | | Named Executive Officers: | | | * | | Octavio Marquez Director, President and Chief Executive Officer | 34,070 | — | * | | Thomas S. Timko Executive Vice President and Chief Financial Officer | 11,784 | — | * | | Jonathan Myers Executive Vice President, Global Banking | 5,709 | — | * | | Frank Baur Executive Vice President, Operational Excellence | 15,025 | — | * | | Ilhami Cantadurucu Executive Vice President, Global Retail | 2,789 | — | * | | James Barna Former Executive Vice President and Chief Financial Officer | 1,479 | — | * | | All Current Directors and Current Executive Officers as a Group (15) | 98,480 | 145,000 | * |
P.O. Box 3077 • North Canton, Ohio 44720
| * Less than 1% |
P.O. Box 3077 • North Canton, Ohio 44720
| (1) Beneficial ownership excludes unvested RSUs that will not vest within 60 days of March 3, 2025. The number of unvested RSUs held for each current non-employee director are as follows: Mr. Anton, 30,000; Ms. Bowen, 30,000; Mr. Espe, 30,000; Mr. Gross, 30,000; Ms. Markus, 3,196; Mr. Naemura, 30,000; Dr. Parris, 3,165, and Mr. Pearlman, 30,000; and the following amounts for each NEO: Mr. Marquez, 160,705; Mr. Timko, 56,708; Mr. Myers, 33,061; Mr. Baur, 22,847; and Mr. Cantadurucu, 21,021. |
P.O. Box 3077 • North Canton, Ohio 44720
| (2) Director amounts do not include shares deferred by our non-employee directors under the Deferred Compensation Plan No. 2 for Directors. The amounts of such deferred shares are: Ms. Bowen, 10,000; Mr. Byrne, 10,000; Mr. Espe, 10,000; Mr. Gross, 10,000; Mr. Naemura, 10,000; and Mr. Pearlman, 10,000. |
P.O. Box 3077 • North Canton, Ohio 44720
| | 2025 PROXY STATEMENT | | 23 |
P.O. Box 3077 • North Canton, Ohio 44720
EQUITY COMPENSATION PLAN INFORMATION The following table shows the Equity Compensation Plan Information of the Company for year ending December 31, 2024.
P.O. Box 3077 • North Canton, Ohio 44720
| | # OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS. (A) | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (B)(1) | # OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMP. PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)). (C) | | Equity comp. plans not approved by security holders | — | — | — | | Equity comp. plans approved by security holders(2) | | | | | Stock options | 1,109,057 | $31.58 | N/A | | Restricted stock units | 554,806 | N/A | N/A | | Total | 1,663,863 | $31.58 | 600,000 |
P.O. Box 3077 • North Canton, Ohio 44720
| (1) Only applicable to stock options. |
P.O. Box 3077 • North Canton, Ohio 44720
| (2) All shares covered by the Company’s 2023 Equity and Incentive Plan (the “2023 Plan”) are being treated as approved by stockholders based on the approval by the Company’s stockholders of the amendment to the 2023 Plan on December 24, 2023. The 2023 Plan was previously approved by the Bankruptcy Court in connection with the Company’s emergence from restructuring in 2023. |
P.O. Box 3077 • North Canton, Ohio 44720
DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our shares of common stock, to file with the SEC reports of ownership of our securities on Form 3 and changes in reported ownership on Form 4 or Form 5, as applicable. Such directors, executive officers and greater than 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of the reports furnished to us, or written representations from reporting persons that all other reportable transactions were reported, we believe that during the year ended December 31, 2024, all of our directors, executive officers and greater than 10% stockholders timely filed all reports they were required to file under Section 16(a).
P.O. Box 3077 • North Canton, Ohio 44720
| 24 | | 2025 PROXY STATEMENT | |
P.O. Box 3077 • North Canton, Ohio 44720
COMPENSATION OF DIRECTORS Director compensation is determined by the Board at the recommendation of the People and Compensation Committee. With respect to the Company’s non-employee directors, it is our goal to provide directors with fair and competitive compensation that also enhances their alignment with the interests of our stockholders. Each non-employee director may receive equity awards under our Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan (the “2023 Plan”). Historically, we have aimed to provide a balanced mix of cash and equity compensation to our directors that targets the directors’ total pay at the median of a peer group of companies in similar industries and of comparable size and revenue. This peer group is the same group used by our People and Compensation Committee for benchmarking executive compensation, which is discussed in more detail below in “Role of Peer Companies and Competitive Market Data” under “Compensation Discussion and Analysis.” A director may elect to defer receipt of all or a portion of his or her compensation pursuant to the Deferred Compensation Plan No. 2 for Directors, as amended.
2024 DIRECTOR COMPENSATION PROGRAM
2024 DIRECTOR COMPENSATION PROGRAM Cash retainers for directors are fixed at an annual rate of compensation, but are paid to the directors in equal, quarterly installments. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are pro-rated for his or her period of actual service. Our non-employee directors receive a cash retainer at an annual rate of $100,000. Our non-executive Chairman of the Board receives an additional cash retainer at an annual rate of $100,000. In addition, non-employee directors who serve as the chair for a Board committee will receive an additional annual cash retainer at an annual rate of $25,000 for each chair role. Directors do not receive an additional cash retainer for service on a committee (other than as Chair). Additionally, non-employee directors receive an annual restricted stock unit grant having an aggregate grant date value equal to $200,000. However, no non-employee director who received the 2023 director emergence grants (described below) will be eligible to receive an annual restricted stock unit grant until the 2023 director emergence grants have fully and completely vested.
2023 DIRECTOR EMERGENCE GRANTS
2023 DIRECTOR EMERGENCE GRANTS In connection with the Company’s reorganization in August 2023, the Company awarded certain RSUs and options to its directors at the time. Following emergence from the reorganization process, in December 2023 the Company awarded a one-time grant of 40,000 restricted stock units (“RSUs”) to each non-employee director. This grant approximated $1,160,000 in value at the time of grant. Each RSU award provides for dividend equivalent rights, which permits the director to receive, on the RSU settlement date, the aggregate cash value of all dividends that were paid to holders of Company common stock during the vesting period of the RSUs. Additionally, the Company awarded each non-employee director a one-time option grant covering 80,000 shares of common stock at an aggregate grant date fair value of $1,162,400 and awarded the non-executive Chairman of the Board a one-time option grant of 100,000 shares of common stock at an aggregate grant date fair value of $1,453,000. These RSUs and options vest in equal annual installments over a four-year period and were intended to provide the directors with a significant performance incentive and a direct connection to our stockholders by providing the directors with a significant four-year equity stake in the Company at once, rather than by providing annual equity grants over the next four years. DIRECTOR STOCK OWNERSHIP GUIDELINES The Board has adopted ownership guidelines to align with the practices of our peer group (discussed further below under “Role of Peer Companies and Competitive Market Data” under “Compensation Discussion and Analysis”) which are intended to build share ownership among non-employee directors and ensure that their long-term economic interests are aligned with those of other stockholders. Each non-employee director is expected to own shares of common stock of the Company valued at least five times his or her annual cash retainer. Both unvested and deferred shares and shares of Company common stock owned outright are counted toward achievement of the guidelines.
2023 DIRECTOR EMERGENCE GRANTS
| COMPENSATION OF DIRECTORS |
2023 DIRECTOR EMERGENCE GRANTS
| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS ($) | TOTAL ($) | | Arthur F. Anton | 125,000 | — | 125,000 | | Marjorie L. Bowen | 125,000 | — | 125,000 | | Patrick J. Byrne | 200,000 | — | 200,000 | | Matthew J. Espe | 125,000 | — | 125,000 | | Mark Gross | 125,000 | — | 125,000 | | Maura A. Markus(2) | 41,667 | 118,348(3) | 160,143 | | David H. Naemura | 100,000 | — | 100,000 | | Dr. Colin J. Parris(2) | 41,667 | 121,979(3) | 163,646 | | Emanuel R. Pearlman | 100,000 | — | 100,000 |
2023 DIRECTOR EMERGENCE GRANTS
| (3) Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 for restricted stock units granted to our non-employee directors in 2024. Ms. Markus received 3,196 restricted stock units having an aggregate value of $133,333 upon her election to the Board on August 6, 2024, with a grant date fair value per share based on the closing price per share of Company common stock on the New York Stock Exchange on that date of $37.03. Dr. Parris received 3,165 restricted stock units having an aggregate value of $133,333 upon his election to the Board on August 2, 2024, with a grant date fair value per share based on the closing price per share of Company common stock on the New York Stock Exchange on that date of $38.54. |
TABLE OF CONTENTS
| METRIC | | PERFORMANCE REQUIRED | | | ACTUAL RESULT | METRIC ACHIEVEMENT (% OF | PAYOUT % AT ACHIEVEMENT | WEIGHTED PAYOUT % | | | WEIGHT | THRESHOLD | TARGET | MAXIMUM | | TARGET) | | | | Constant Currency Revenue | 20% | $3.739 billion | $3.810 billion | $4.001 billion | $3.753 billion | 98.5% | 59.86% | 11.97% | | Non-GAAP OP(1) | 40% | $340.2 million | $378.0 million | $434.7 million | $389 million | 102.91% | 109.70% | 43.88% | | UCFC | 40% | $225 million | $250.0 million | $287.5 million | $258.2 million | 103.28% | 110.93% | 44.37% | | | | | | | | | Total | 100.22% |
TABLE OF CONTENTS
| (1) Mr. Barna separated from the Company on December 31, 2024, and received payments in respect of the annual incentive plan pursuant to his Separation Agreement and Release. See page 55 of this proxy statement for more information. |
TABLE OF CONTENTS
| NAME | TARGET LONG-TERM OPPORTUNITY (% OF SALARY) | | TARGET LONG-TERM OPPORTUNITY ($, CHF OR £) | | Octavio Marquez | 617.65 | %(1) | $5,250,000 | | Thomas Timko | 300 | | $2,055,000 | | Jonathan Myers | 187.5 | | $1,031,250 | | Frank Baur | 137.5 | | CHF673,750 | | Ilhami Cantadurucu | 137.5 | | £515,625 | | James Barna | 125 | | $625,000 |
TABLE OF CONTENTS
| (1) Consistent with the structure of Mr. Marquez’s original offer letter, the Committee sets Mr. Marquez’s LTIP opportunity based on an absolute dollar value, rather than as a percentage of base salary as with the other NEOs. |
TABLE OF CONTENTS
| NAME | RSUS GRANTED | OPTIONS GRANTED | | Octavio Marquez | 50,088 | 250,443 | | Thomas Timko | 28,036 | 93,916 | | Jonathan Myers | 12,522 | 62,610 | | Frank Baur | 8,139 | 40,696 | | Ilhami Cantadurucu | 8,139 | 40,696 | | James Barna(1) | 8,139 | 40,696 |
TABLE OF CONTENTS
| ACI Worldwide | Juniper Networks, Inc. | Scan Source | | Benchmark Electronics Inc. | Logitech International SA | Shift4Payments | | Bread Financial Holdings | NCR Atleos | The Brink’s Company | | Ciena Corporation | Pitney-Bowes Inc. | The Western Union Company | | Euronet Worldwide, Inc. | Sabre Corporation | Unisys Corporation | | Infinera Corporation | Sanmina Corporation | |
TABLE OF CONTENTS
| • | that include the Company within their own compensation peer group; and |
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS ($)(5) | ALL OTHER COMPEN- SATION ($)(6) | TOTAL ($) | | OCTAVIO MARQUEZ Director, President and Chief Executive Officer | 2024 | 850,000 | — | 4,219,371 | 2,734,838 | 1,688,916 | — | 33,584 | 9,526,709 | | | 2023 | 850,000 | 500,000 | — | — | 762,987 | — | 135,426 | 2,248,413 | | | 2022 | 779,755 | — | 4,343,685 | — | — | — | 536,894 | 5,660,334 | | THOMAS S. TIMKO Executive Vice President, Chief Financial Officer | 2024 | 397,827 | 300,000 | 2,085,318 | 1,871,746 | 823,808 | — | 15,464 | 5,494,163 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | JONATHAN (JOE) MYERS Executive Vice President, Global Banking | 2024 | 550,000 | — | 907,948 | 683,701 | 679,543 | — | 20,303 | 2,841,495 | | | 2023 | 550,000 | 700,000 | — | — | 455,141 | — | 28,918 | 1,734,059 | | | 2022 | — | — | — | — | — | — | — | — | | FRANK BAUR Executive Vice President, Global Operational Excellence | 2024 | 535,832 | 247,259 | 606,789 | 444,400 | 522,802 | 182,130 | 211,363 | 2,750,576 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | ILHAMI CANTADURUCU Executive Vice President, Global Retail | 2024 | 480,150 | — | 581,064 | 444,400 | 549,557 | 2,080 | 83,073 | 2,140,324 | | | 2023 | 466,462 | 350,000 | — | — | 394,578 | 5,412 | 68,977 | 1,285,429 | | | 2022 | — | — | — | — | — | — | — | — | | JAMES BARNA Former Executive Vice President and Chief Financial Officer | 2024 | 500,000 | — | 567,279 | 444,400 | 83,333 | — | 2,008,151 | 3,603,163 | | | 2023 | 472,637 | 250,000 | — | — | 413,765 | — | 15,151 | 1,151,917 | | | 2022 | — | — | — | — | — | — | — | — |
2024 SUMMARY COMPENSATION TABLE
| (1) Amounts reported under the heading “Salary” for Mr. Cantadurucu are included in the table in U.S. dollars, but he receives his salary in British Pound Sterling (GBP). To convert his GBP salary amount to U.S. dollars for the table, we use the average GBP to U.S. dollar foreign currency exchange rate for 2024 of 1:1.2804 and for 2023 of 1:1.2439. Amounts reported under the heading “Salary” Mr. Baur are included in the table in U.S. dollars, but he receives his salary in Swiss Franc (CHF). To convert his 2024 CHF salary amount to U.S. dollars for the table, we used the average CHF to U.S. dollar foreign currency exchange rate for 2024 of 1:1.1363. |
2024 SUMMARY COMPENSATION TABLE
| (2) The bonus amount reported for Mr. Timko consists of a one-time sign-on bonus of $600,000, payable 50% upon his hire and 50% in January 2025, in connection with his appointment as Executive Vice President and Chief Financial Officer. Only that portion of the award earned upon his hire ($300,000) is reported here. The bonus amount reported for Mr. Baur consists of a one-time sign-on bonus of CHF 217,600, converted to USD using the exchange rate noted above. |
2024 SUMMARY COMPENSATION TABLE
| (3) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of options calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. |
2024 SUMMARY COMPENSATION TABLE
| (4) Amounts reported in the “Non-Equity Incentive Plan Compensation Column” include payments under our Annual Incentive Plan for the 2024 fiscal year, and, to the extent the executive was a participant, and one-third of the executive’s 2023 deferred cash award paid in March 2024. These awards are discussed in more detail in “Compensation Discussion and Analysis” above. |
2024 SUMMARY COMPENSATION TABLE
| (5) The amount shown for Mr. Cantadurucu is the difference (to the extent positive) between the actuarial present value of pension benefits as of December 31 for the reporting year and the prior year. The actuarial present value is calculated based on a 3.20% discount rate and assuming that the probability is nil of termination, death, disability or retirement before normal retirement age. The increase in pension values is attributable to the additional accrued benefits. |
2024 SUMMARY COMPENSATION TABLE
| 46 | | 2025 PROXY STATEMENT | |
2024 SUMMARY COMPENSATION TABLE
| Amounts shown for Mr. Baur reflect the increase in the present value of accumulated benefits attributable to Mr. Baur’s employment under a pension fund in Switzerland operated by Swiss Life Collective BVG Foundation, in which our Swiss subsidiary participates. This amount includes contributions paid during 2024 by both the Company and Mr. Baur in CHF, converted to U.S. dollars at a December 31, 2024 rate of US$1 for every 0.9060 CHF. |
2024 SUMMARY COMPENSATION TABLE
| There was no above-market or preferential interest earned by any NEO in 2023 on non-qualified deferred compensation. |
2024 SUMMARY COMPENSATION TABLE
| (6) Amounts reported as “All Other Compensation” for 2024 include: |
2024 SUMMARY COMPENSATION TABLE
| | RETIREMENT CONTRIBUTIONS | FINANCIAL PLANNING | INSURANCE PREMIUMS | CAR ALLOWANCE | EXECUTIVE PHYSICAL | SEVERANCE | TOTAL | | Marquez | 9,720 | 16,000 | 7,864 | — | — | — | 33,584 | | Timko | — | 14,000 | 1,464 | — | — | — | 15,464 | | Myers | 5,154 | 10,000 | 5,149 | — | — | — | 20,303 | | Baur(a) | 139,478 | 10,000 | 48,430 | 10,755 | 2,701 | — | 211,363 | | Cantadurucu(b) | 35,100 | 10,000 | 23,702 | 12,272 | 1,999 | — | 83,073 | | Barna | — | — | 7,051 | — | — | 2,001,100(c) | 2,008,151 |
2024 SUMMARY COMPENSATION TABLE
| (a) Amounts reported in this chart for Mr. Baur are included in the table in U.S. dollars but have been converted from CHF based on the average CHF to U.S. dollar foreign currency exchange rate for 2024 of 1:1.1363. |
2024 SUMMARY COMPENSATION TABLE
| (b) Amounts reported in this chart for Mr. Cantadurucu are included in the table in U.S. dollars but have been converted from GBP based on the average GBP to U.S. dollar foreign currency exchange rate for 2024 of 1:1.2804. |
2024 SUMMARY COMPENSATION TABLE
| (c) Amounts reported in this column for Mr. Barna reflect payments pursuant to his Separation Agreement and Release entered into upon his separation from the Company on December 31, 2024, and include a payment of $1,500,000 of cash severance and a payment of $501,100 in respect of his participation in the Company’s Annual Incentive Plan for 2024. While ordinarily severance payments relating to the Company’s Annual Incentive Plan are pro-rated, Mr. Barna was employed with the Company for the entirety of 2024 and therefore received his entire Annual Incentive Plan payment. |
2024 SUMMARY COMPENSATION TABLE
| | 2025 PROXY STATEMENT | | 47 |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
2024 GRANTS OF PLAN-BASED AWARDS TABLE
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| NAME | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAX. ($) | | | | | | Octavio Marquez | 1/19/2024(2) | — | — | — | — | 250,443 | 30.90 | 2,734,838 | | | 1/19/2024(3) | — | — | — | 50,088 | — | 30.90 | 1,547,719 | | | 3/7/2024(4) | — | — | — | 80,423 | — | 33.22 | 2,671,652 | | | 3/7/2024(5) | 510,000 | 1,020,000 | 1,530,000 | — | — | — | — | | | 3/7/2024(6) | 1,312,500 | 2,625,000 | 5,250,000 | — | — | — | — | | Thomas Timko | 5/17/2024(2) | — | — | — | | 93,916 | 44.54 | 1,871,746 | | | 5/17/2024(3) | — | — | — | 28,036 | — | 44.54 | 1,248,723 | | | 5/17/2024(4) | — | — | — | 18,783 | — | 44.54 | 836,595 | | | 5/17/2024(5) | 411,000 | 822,000 | 1,233,000 | — | — | — | — | | | 5/17/2024(6) | 513,750 | 1,027,500 | 2,055,000 | — | — | — | — | | Jonathan Myers | 1/19/2024(2) | — | — | — | — | 62,610 | 30.90 | 683,701 | | | 1/19/2024(3) | — | — | — | 12,522 | — | 30.90 | 386,930 | | | 3/1/2024(4) | — | — | — | 15,798 | — | 32.98 | 521,018 | | | 3/1/2024(5) | 275,000 | 550,000 | 825,000 | — | — | — | — | | | 3/1/2024(6) | 257,813 | 515,625 | 1,031,250 | — | — | — | — | | Frank Baur | 1/19/2024(2) | — | — | — | — | 40,696 | 30.90 | 444,400 | | | 1/19/2024(3) | — | — | — | 8,139 | — | 30.90 | 251,495 | | | 3/1/2024(4) | — | — | — | 10,773 | — | 32.98 | 355,294 | | | 3/1/2024(5) | 288,525 | 577,051 | 865,576 | — | — | — | — | | | 3/1/2024(6) | 175,811 | 351,621 | 703,242 | — | — | — | — | | Ilhami Cantadurucu | 1/19/2024(2) | — | — | — | — | 40,696 | 30.90 | 444,400 | | | 1/19/2024(3) | — | — | — | 8,139 | — | 30.90 | 251,495 | | | 3/1/2024(4) | — | — | — | 9,993 | — | 32.98 | 329,569 | | | 3/1/2024(5) | 240,075 | 480,150 | 720,225 | — | — | — | — | | | 3/1/2024(6) | 163,076 | 326,152 | 652,304 | — | — | — | — | | James Barna(7) | 1/19/2024(2) | — | — | — | — | 40,696 | 30.90 | 444,400 | | | 1/19/2024(3) | — | — | — | 8,139 | — | 30.90 | 251,495 | | | 3/1/2024(4) | — | — | — | 9,575 | — | 32.98 | 329,965 | | | 3/1/2024(5) | 250,000 | 500,000 | 750,000 | — | — | — | — | | | 3/1/2024(6) | 156,250 | 312,500 | 625,000 | — | — | — | — |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) The Company did not grant performance-based long-term incentives pursuant to its equity incentive plan during 2024. Accordingly, such columns have been omitted from this table. |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) This row presents information about the price-vested options granted to the NEOs as part of their emergence grants during 2024. These options vest in full after four years, subject to the achievement of certain price hurdles during the four-year vesting period. For a more detailed description of these awards and the price hurdles, see the related descriptions above in the “Compensation Discussion and Analysis.” |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) This row presents information about restricted stock units granted to the NEOs as part of their emergence grants during 2024. These restricted stock units vest in four equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| 48 | | 2025 PROXY STATEMENT | |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (4) This row presents information about restricted stock units granted to the NEO’s as part of their 2024 long-term incentive award. These restricted stock units vest in three equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (5) This row presents information about the potential payouts under our Annual Incentive Plan for fiscal year 2024. For a more detailed description of the annual incentive program, including the performance measures for 2024 and the amounts actually earned by each NEO, see the related descriptions above in the “Compensation Discussion and Analysis.” |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (6) This row presents information about the performance-based cash awards granted to the NEOs as part of their 2024 long-term incentive award. Payout of the performance cash awards is based on achievement against threshold, target, and maximum comprehensive performance objectives for the three-year period beginning on January 1, 2024 and ending on December 31, 2026 (the “2024-2026 Period”). For a more detailed description of these awards and the related performance measures, see the related descriptions above in the “Compensation Discussion and Analysis.” |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (7) Mr. Barna’s awards were cancelled in connection with his separation agreement. His separation agreement is discussed in more detail under “Payments and Benefits in Connection with Mr. Barna’s Separation.” |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
MR. MARQUEZ’S OFFER LETTER As disclosed above, Mr. Marquez became as our President and CEO on March 11, 2022. In connection with Mr. Marquez’s appointment, we entered into an offer letter, dated February 9, 2022 and effective March 11, 2022, pursuant to which Mr. Marquez will receive an annual base salary of $850,000 and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Marquez’s severance benefits are governed by our Senior Leadership Severance Plan, which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason, in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. With respect to Mr. Marquez, “good reason” as defined in the Senior Leadership Severance Plan also includes a change in title, authority, duties or responsibilities or the assignment of any duties that are inconsistent with his position. Mr. Marquez’s previously existing Change in Control Agreement with the Company, which is consistent with our existing program, remained in place pursuant to its terms. Mr. Marquez would be entitled to receive benefits in the same manner as described in “Potential Payments Upon Termination or Change in Control” of this Proxy Statement. MR. TIMKO’S OFFER LETTER Mr. Timko’s was appointed our Executive Vice President, Chief Financial Officer as of May 17, 2024. In connection with Mr. Timko’s appointment, we entered into an offer letter, dated April 19, 204 and effective May 17, 2024, pursuant to which Mr. Timko will receive an annual base salary of $685,000 and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company, as well as a hiring bonus of $600,000 payable in two installments (50% at hire, and 50% one year after hire). Mr. Timko’s severance benefits are governed by our Senior Leadership Severance Plan, which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason, in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Mr. Timko also entered into a Change in Control Agreement with the Company consistent with our existing arrangements for executive officers. MR. MYERS’ OFFER LETTER Mr. Myers was appointed our Executive Vice President, Global Banking as of August 22, 2022. In connection with Mr. Myers’ appointment, we entered into an offer letter, dated July 17, 2022, pursuant to which Mr. Myers will receive an annual base salary of $550,000 and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Myers’ severance benefits are governed by our Senior Leadership Severance Plan, which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason, in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Mr. Myers also entered into a Change in Control Agreement with the Company consistent with our existing arrangements for executive officers. MR. BAUR’S EMPLOYMENT AGREEMENT Mr. Baur was appointed the Executive Vice President, Operational Excellence as of January 15, 2024, and entered into a service agreement with Diebold Self Service Solutions Sàrl on January 5, 2024. Pursuant to Mr. Baur’s service agreement, he will receive an annual base salary of approximately $556,787 (based on the Swiss Franc (CHF) to U.S. dollar foreign currency exchange rate for 2024 of 1.1363:1); however, he receives his salary in CHF and will be eligible for annual incentive awards and long-term
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| | 2025 PROXY STATEMENT | | 49 |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
incentive plan awards as determined by the Company. Mr. Baur also received a hiring bonus of CHF 217,600 paid at hire (approximately $247,259 on a U.S. dollar basis) paid at hire. Mr. Baur will also receive certain non-performance-based fringe benefits, which includes various insurance contributions, pension contributions, and a monthly car allowance. MR. CANTADURUCU’S SERVICE AGREEMENT Mr. Cantadurucu was appointed Executive Vice President, Global Retail as of January 1, 2023, and entered into a service agreement with Diebold Nixdorf (UK) Limited on February 7, 2023. Pursuant to Mr. Cantadurucu’s service agreement, he will receive an annual base salary of $466,463 (based on the British Pound Sterling (GBP) to U.S. dollar foreign currency exchange rate for 2023 of 1.2439:1; however, he receives his salary in GBP and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Cantadurucu will also receive certain non-performance-based fringe benefits, which includes insurance, tax advisory services, and a monthly car allowance. Mr. Cantadurucu was automatically enrolled in the Diebold Nixdorf Defined Contribution Pension Plan and receives company contributions to his account in monthly installments at a rate of 8% of his base salary and applicable bonus payments. Mr. Cantadurucu’s service agreement also provides change in control benefits which are consistent with our existing arrangements for executive officers.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table provides information relating to exercisable and unexercisable options awards as of December 31, 2024 for the NEOs. In addition, the following table provides information relating to grants of restricted stock units and stock options to the NEOs that had not yet vested as of December 31, 2024. No share appreciation rights were outstanding as of December 31, 2024.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | OPTION AWARDS | | | | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | | | | | | | EQUITY INCENTIVE PLAN AWARDS: | | | NAME | GRANT DATE OF AWARD | EXERCISABLE (#) | UNEXERCISABLE (#) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Octavio Marquez | 1/19/2024(2) | — | — | 250,443 | 30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 50,088 | 2,155,788 | — | — | | | 3/7/2024(4) | — | — | — | — | — | 80,423 | 3,461,406 | — | — | | Thomas Timko | 5/17/2024(2) | — | — | 93,916 | 44.54 | 05/17/2034 | — | — | — | — | | | 5/17/2024(3) | — | — | — | — | — | 28,036 | 1,206,669 | — | — | | | 5/17/2024(4) | — | — | — | — | — | 18,783 | 808,420 | — | — | | Jonathan Myers | 1/19/2024(2) | — | — | 62,610 | 30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 12,522 | 538,947 | — | — | | | 3/1/2024(4) | — | — | — | — | — | 15,798 | 679,946 | — | — | | Frank Baur | 1/19/2024(2) | — | — | 40,696 | 30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 8,139 | 350,303 | — | — | | | 3/1/2024(4) | — | — | — | — | — | 10,773 | 463,670 | — | — | | Ilhami Cantadurucu | 1/19/2024(2) | — | — | 40,696 | 30.90 | 01/19/2034 | — | — | — | — | | | 1/19/2024(3) | — | — | — | — | — | 8,139 | 350,303 | — | — | | | 3/1/2024(4) | — | — | — | — | — | 9,993 | 430,099 | — | — | | James Barna(5) | | — | — | — | — | — | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (1) The values presented in this column are based on the closing price of our common shares of $43.04 on the New York Stock Exchange on December 31, 2024, the last trading day of our fiscal 2024 year. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| 50 | | 2025 PROXY STATEMENT | |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (2) This row presents information about the price-vested options granted to the NEOs on January 19, 2024 (or in the case of Mr. Timko, upon his hire on May 17, 2024) as part of their emergence grants during 2024. These options vest in full after four years, subject to the achievement of certain price hurdles during the four-year vesting period. For a more detailed description of these awards and the price hurdles, see the related descriptions above in the “Compensation Discussion and Analysis.” |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (3) This row presents information about restricted stock units granted to the NEOs on January 19, 2024 (or in the case of Mr. Timko, upon his hire on May 17, 2024) as part of their emergence grants during 2024. These restricted stock units vest in four equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (4) This row presents information about restricted stock units granted to the NEO’s on March 1, 2024 (or in the cases of Messrs. Marquez and Timko, on March 7, 2024 or May 17, 2024, respectively) as part of their 2024 long-term incentive award. These restricted stock units vest in three equal, annual installments from the date of grant. For a more detailed description of these awards, see the related descriptions above in the “Compensation Discussion and Analysis.” |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (5) Mr. Barna separated from the Company on December 31, 2024, and other than the vesting of restricted stock units described below, all of Mr. Barna’s outstanding equity awards were forfeited on that date. |
2024 OPTION EXERCISES AND STOCK VESTED
2024 OPTION EXERCISES AND STOCK VESTED In connection with emergence from bankruptcy, each of the Company’s then-outstanding long-term incentive awards that were committed for settlement in Company common shares, including awards held by the NEOs, were cancelled. In total, awards held by the NEO’s covering 1,631,464 common shares were cancelled upon emergence. In 2024, the Company issued equity-based grants to the NEOs as described in the “Compensation Discussion and Analysis” above; however, as the vesting periods for those equity-based grants has not been achieved, no options or stock awards vested during 2024. Notwithstanding the foregoing, Mr. Barna’s 2024 restricted stock unit grant vested pro-rata upon his separation on December 31, 2024 in accordance with the provisions of the Senior Leadership Severance Plan. On that date, 2,659 of Mr. Barna’s restricted share units vested at $43.04, the closing price of the Company’s common stock on the New York Stock Exchange, for a vesting value of $114,443.36 (before the application of any withholding of shares to satisfy tax withholding obligations).
2024 NON-QUALIFIED DEFERRED COMPENSATION
2024 NON-QUALIFIED DEFERRED COMPENSATION
2024 NON-QUALIFIED DEFERRED COMPENSATION
| NAME | EXECUTIVE CONTRIBUTIONS IN 2024 ($) | REGISTRANT CONTRIBUTIONS IN 2024 ($) | AGGREGATE EARNINGS (LOSSES) IN 2024 ($)(1) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AS OF DECEMBER 31, 2024 ($)(2) | | Octavio Marquez | — | — | 87,628 | — | 687,048 | | Thomas Timko | — | — | — | — | — | | Jonathan Myers | — | — | — | — | — | | Frank Baur | — | — | — | — | — | | Ilhami Cantadurucu | — | — | — | — | — | | James Barna | — | — | — | — | — |
2024 NON-QUALIFIED DEFERRED COMPENSATION
| (1) This amount represents aggregate earnings on executive and registrant contributions. This amount is not reflected in the “2024 Summary Compensation Table,” as it is not considered preferential or above-market earnings on deferred compensation. |
2024 NON-QUALIFIED DEFERRED COMPENSATION
| (2) This column reflects the balance of all contributions and the aggregate earnings (or losses) on such contributions. No portion of this amount is reflected in the “2024 Summary Compensation Table”, except current-year registrant contributions and executive contributions, respectively, if any. Of these balances, $18,218 was reported for Mr. Marquez as executive and registrant contributions in summary compensation tables in prior year proxy statements. |
2024 NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION PLANS DEFERRED INCENTIVE COMPENSATION PLAN NO. 2 Pursuant to our 1992 Deferred Incentive Compensation Plan, certain executives, including the NEOs, were able to defer cash bonuses received under our Annual Incentive Plan and performance-based share awards earned under the 1991 Plan; however, none of the NEOs were participants in this Deferred Incentive Compensation Plan during 2024. The 1992 Deferred Incentive Compensation Plan was frozen effective December 31, 2004 and closed the plan to future deferrals. Effective January 1, 2005, the Board approved the Deferred Incentive Compensation Plan No. 2, which is substantially similar to the 1992 Deferred Incentive Compensation Plan in all material respects but was designed to be administered in accordance with Section 409A of the Internal Revenue Code. Under the Deferred Incentive Compensation Plan No. 2, an executive may defer all or a portion of his or her annual cash bonus or performance-based compensation payable in common shares. Deferral elections for cash bonuses must be made prior to the end of the year preceding the year in which such bonuses would be earned (and payable in the following year). Deferral elections for performance-based shares must be made at least six months prior to the end of the three-year performance period specified in the grant. Deferrals performance-based compensation payable in common shares are treated as a line-item in the executive’s deferred account with us; however, the earnings on the performance shares (dividends and interest) are invested in the same manner as deferrals of cash compensation. Executives may invest such cash deferrals in any funds available under our 401(k) plan, except the
2024 NON-QUALIFIED DEFERRED COMPENSATION
| 52 | | 2025 PROXY STATEMENT | |
2024 NON-QUALIFIED DEFERRED COMPENSATION
Northern Trust, Invesco Stable Value Fund and Diebold Inc. Stock Fund. The table below shows the funds available under the deferred compensation plans and their annual rate of return for the year ended December 31, 2024, as reported by Merrill Lynch.
MERRILL LYNCH FUNDS
| FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #1 ($) (1) | COMPENSATION ACTUALLY PAID TO PEO #1 ($) (1)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #2 ($) (1)(2) | COMPENSATION ACTUALLY PAID TO PEO#2 ($) (2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) (3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) (2)(3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (LOSS) ($ IN MM) (5) | NON-GAAP OP ($ IN MM) (5)(6) | | | | | | | | | COMPANY TSR ($) (4) | PEER GROUP TSR ($) (4) | | | | 2024 | 9,526,709 | 12,537,384 | | | 3,365,944 | 3,166,911 | 209.24 | 117.12 | (16.5) | 305.3 | | 2023 | 2,248,413 | 1,562,882 | | | 1,683,294 | 1,508,530 | 134.65 | 105.81 | 1,376.1 | 344.4 | | 2022 | 5,660,334 | 1,604,309 | 4,291,389 | (9,050,186) | 2,715,165 | 698,389 | | | (581.4) | 197.5 | | 2021 | | | 26,169,529 | 16,042,728 | 3,586,248 | 1,842,238 | | | (78.8) | 332.7 | | 2020 | | | 5,312,150 | 4,760,010 | 1,648,091 | 1,542,660 | | | (269.1) | 335.4 |
MERRILL LYNCH FUNDS
| (2) The “Compensation Actually Paid” reported in this column is derived from the Summary Compensation Table Total for the applicable fiscal year by making the following deductions and additions: |