DEF 14A of NCR Atleos Corp
Filed Apr 4, 2025 · FY20240001558370-25-004435
Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees
Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees
Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees
| | | Almeida | Baker | Frymire | Natoli | Niederauer | Oliver | Reece | Von Gillem | Overall | | Individual Skills / Qualifications | | | | | | | | | | | | | CEO or President Leadership Experience as a chief executive officer or president in a major organization | • | | • | • | • | • | • | | 75% | | | Communications & Marketing Experience in communications and marketing | • | | • | • | | | • | | 50% | | | Compliance Experience in developing, managing or overseeing an ethics or compliance program | • | • | • | | | • | • | • | 75% | | | ERM & Cybersecurity Experience in enterprise risk management (ERM) and cybersecurity | • | • | • | | • | | | • | 62.5% | | | Corporate Responsibility Experience in sustainability, environmental management, community affairs and/or corporate responsibility | • | • | • | | | • | | • | 62.5% | | | Financial Literacy Experience or expertise in financial accounting and reporting or financial management. | • | • | • | | • | • | • | • | 87.5% | | | Global Business & Culture Experience and exposure to markets and cultures outside the United States | • | • | • | • | • | • | • | • | 100% | | | Government or Regulatory Affairs Experience leading a major organization in government or regulatory affairs | • | | | | | | • | • | 37.5% | | | Human Capital Management Experience in human resources and labor relations (including compensation) management, and fostering talent | • | • | • | • | • | • | • | • | 100% | | | M&A or Corporate Finance Experience in mergers and acquisitions, capital structure strategy, corporate debt or capital markets | • | • | • | • | • | • | • | • | 100% | | Individual Industry Experience | | | | | | | | | | | | | Banking Background Experience in the banking industry | • | • | | • | • | • | | • | 75% | | | Public Company Board Service Experience as a board member of another publicly traded company | • | • | • | | • | | • | | 62.5% | | | Strategic Transformation Leadership experience driving strategic direction and growth of an organization shifting its business strategy | • | • | • | • | • | • | • | • | 100% | | | Technology or Software Experience implementing technology or software strategies for long-term research and development planning and strategy | • | • | • | | | • | | • | 62.5% |
More Information About Our Board of Directors
More Information About Our Board of Directors The Board oversees management in directing the overall performance of the Company on behalf of its stockholders. Members of the Board stay informed of the Company’s business by participating in Board and committee meetings (including regular executive sessions of the Board), by reviewing materials provided to them prior to the meetings and otherwise, and through discussions with the Chief Executive Officer and other members of management and staff.
More Information About Our Board of Directors
| | 10 | 2025 Proxy Statement |
Nominees for Election
Nominees for Election The name, age, principal occupation, other business affiliations and certain other information regarding each nominee for election as a director are set forth below, along with a description of the qualifications that led the Nominating and Governance Committee and Board to conclude that he or she meets the needs of the Board and supports the advancement of the Company’s long-term strategy. The age reported for each director is as of the filing date of this Proxy Statement.
Nominees for Election
| Odilon Almeida, Jr. Director Age: 63 Atleos Committees: Audit, Nominating and Governance | Odilon Almeida Jr. is an Operating Partner at Advent International, one of the world’s largest and most experienced global private equity firms, with over 345 investments across 41 countries. Previously, from the beginning of 2020 to the end of 2022, Mr. Almeida served as President, Chief Executive Officer, and a member of the Board of Directors of ACI Worldwide (“ACIW”), a $1.5 billion global software provider of mission-critical real-time payment solutions with operations in over 80 countries. During his 17-year tenure (2002-2019) at Western Union (“WU”), the global leader in cross-border and cross-currency money movement, Mr. Almeida advanced through increasingly significant general management and operating roles, ultimately as President of Western Union Global Money Transfer, where he headed the company’s $5 billion consumer business in over 200 countries and territories. He previously served for eight years until 2023 on the board of Millicom International (“TIGO”), a leading provider of fixed and mobile telecommunications services. Mr. Almeida became a director of Amerant Bancorp Inc. on January 22, 2025. Mr. Almeida became a director of Atleos on October 16, 2023. Qualifications: Mr. Almeida’s qualifications include his extensive experience as a global leader with a strong track record of value creation in the financial, fintech and technology sectors. Over his 40-year career, he has set strategy and led growth acceleration through organic expansion, as well as the acquisition and integration of new businesses. He has proven expertise in leading digital transformation, accelerating global growth, and corporate governance. Other Current Public Directorships: Amerant Bancorp Inc. |
Nominees for Election
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Nominees for Election
| Mary Ellen Baker Director Age: 66 Atleos Committees: Nominating & Governance (Chair) | Mary Ellen Baker most recently served as Executive Vice President and Head of Business Services for Citizens Financial Group (“Citizens Bank”) from August 2016 to June 2022. At Citizens Bank, Ms. Baker created the technology cyber oversight program to reduce risk and improve transparency for its board of directors. She also served as a member of Citizens Bank’s executive committee while co-leading the bank’s multi-year transformation program focused on digitization, next-generation technology and deployment of advanced analytics. Prior to joining Citizens Bank in 2016, Ms. Baker was an Executive Vice President at PNC Financial Services (“PNC”), where she was the interim Chief Technology Officer and the Executive Vice President of Enterprise Services. At PNC, she launched a multiyear information technology service management transformation focused on change, incident and configuration management to improve stability and position PNC for growth. Prior to PNC, Ms. Baker spent ten years with Bank of America as a Senior Vice President in several executive roles including the Head of Consumer & Small Business Technology and Operations. Ms. Baker currently serves as a member of the Board of Directors of Metallus, Inc. Ms. Baker became a director of Atleos on October 16, 2023. Qualifications: Ms. Baker’s qualifications include her significant leadership and management experience; financial services industry technology and innovation experience; and her current experience as a director and committee member of other public companies. Other Current Public Directorships: Metallus, Inc. |
Nominees for Election
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Nominees for Election
| Michelle McKinney Frymire Director Age: 58 Atleos Committees: Compensation and Human Resource, Audit (Chair) | Michelle McKinney Frymire most recently served as Chief Executive Officer of CWT (formerly Carlson Wagonlit Travel), a leader in travel management technology, from May 2021 to May 2022. Ms. Frymire was responsible for leading the company through and beyond the impact of the pandemic, driving the company’s global strategy and overseeing significant investment in the company’s product and technology platforms. As a travel management platform, CWT was heavily impacted by the COVID-19 pandemic and with the support of nearly all of its debt holders CWT filed a pre-packaged Chapter 11 bankruptcy on November 11, 2021, in the U.S. Bankruptcy Court for the Southern District of Texas. CWT’s plan of reorganization was approved by the Bankruptcy Court the following day, on November 12, 2021, and CWT was able to exit Chapter 11 on November 19, 2021. Prior to serving as Chief Executive Officer of CWT, Ms. Frymire served as President and Chief Financial Officer of CWT, in charge of global business strategy and transformation from August 2020 to April 2021. Prior to that role, Ms. Frymire was the Executive Vice President and Chief Financial Officer of CWT from January 2019 to August 2020. Prior to joining CWT, Ms. Frymire was Chief Financial Officer for U.S. Risk Insurance Group, LLC, a privately owned specialty lines underwriting manager and wholesale broker, from 2017 to 2019. From 2015 to 2017, she served as Chief Financial Officer for Service King Collision Repair Centers, an auto body collision repair company. From 2009 to 2015, Ms. Frymire served in a variety of roles for The Service Master Companies, Inc., a residential and commercial services company, most recently as vice president, corporate FP&A and strategy, as well as Chief Financial Officer for TruGreen, a lawn and landscape service provider, from 2009 to 2013. From 2005 to 2009, Ms. Frymire was Chief Financial Officer, vacation ownership for Starwood Hotels & Resorts Worldwide, Inc., a former hospitality company. From 1998 to 2005, Ms. Frymire served in a variety of roles for Delta Air Lines, Inc., a global airline carrier, including vice president of finance, marketing, international, network and technology. From 1994 to 1998, she was managing director, financial planning, analysis and systems for Continental Airlines, a former global airline carrier. Ms. Frymire is currently on the Board of Directors for Six Flags Entertainment Corporation and Sonder. Ms. Frymire previously served on the Board of Directors of Spirit Realty Capital. Ms. Frymire became a director of Atleos on October 16, 2023. Qualifications: Ms. Frymire’s qualifications include her extensive executive-level experience, including in the technology, travel and hospitality sectors; her extensive experience in finance and financial expertise; her current experience as a director and committee member of other public companies; and her independence. Other Current Public Directorships: Six Flags Entertainment Corporation; Sonder Holdings Inc. |
Nominees for Election
| | 13 | 2025 Proxy Statement |
Nominees for Election
| Frank A. Natoli Director Age: 60 Atleos Committees: Compensation and Human Resource, Nominating and Governance | Mr. Natoli currently serves as Chief Operating Officer of Associated Materials, LLC, and CEO of Associated Materials Innovations, a vertically integrated building products company with $1.6 billion in annual revenues. From 2020 to March 2023, Mr. Natoli served as Chief Operating Officer at Springs Window Fashions LLC, a leading global provider of custom window coverings. Mr. Natoli joined Springs Window Fashions, LLC, in 2018 as Executive Vice President, Integrated Supply Chain. In this position, he led the company’s supply chain operations. He also managed the company’s manufacturing footprint as well as the supply chain, procurement, and quality functions. Prior to joining Springs Window Fashions LLC, Mr. Natoli was with Diebold Nixdorf, Inc., (“Diebold”) for 13 years where he held a number of positions of increasing responsibility in technology, operations, transformation and business process improvement. In 2018, Mr. Natoli served as Head of Operations for Diebold and oversaw their global manufacturing and supply chain. From 2012 to 2017, he was Executive Vice President and Chief Innovation Officer and led their global research and development organization, including Diebold’s global engineering, marketing, product management and technology groups. Prior to that, he worked as Vice President and Chief Technology Officer where he was responsible for leading the technology and engineering development group in creating products that meet customers’ needs. He also led support of the company’s service business to improve reliability and align technology with corporate strategies. Prior to that, he also served as Vice President of Operational Excellence and Vice President of Business Transformation. Before joining Diebold in 2005, Mr. Natoli spent 23 years in the automotive industry in engineering, manufacturing and operations roles. Mr. Natoli became a director of Atleos on October 16, 2023. Qualifications: Mr. Natoli’s qualifications include his extensive executive-level experience and his industry expertise including in the financial services industry and bank technology processing. Other Current Public Directorships: None |
Nominees for Election
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Nominees for Election
| 66 (Chair) | Ms. Baker’s qualifications include her significant leadership and management experience; financial services industry technology and innovation experience; and her current experience as a director and committee member of other public companies. Metallus, Inc. | | Duncan L. Niederauer Director Age: 65 Atleos Committees: None. | Mr. Niederauer is a co-founder and Vice Chairman of Transcend Capital Advisors, a financial advisory firm, and a co-founder of Communitas Capital Partners, a venture capital firm. He previously served as chief executive officer of NYSE Euronext (the “NYSE”) from December 2007 until the NYSE’s merger with Intercontinental Exchange in November 2013 and thereafter continued to serve as chief executive officer of the NYSE until his retirement in August 2014. Prior to joining the NYSE, Mr. Niederauer worked at Goldman Sachs for 22 years, where he was a partner and co-Head of the Equities Division Execution Services and Head of Electronic Trading and e-Commerce Strategy. Mr. Niederauer was a member of the Board of Directors of GEOX S.p.A. (Milan Stock Exchange) from 2014 to 2019 and First Republic Bank from 2014 to 2022. Qualifications: Mr. Niederauer’s qualifications include his leadership and management experience; capital markets expertise; his understanding of technology and innovation; and his current and prior experience as a director and committee member of other public companies. Other Current Public Directorships: Anywhere Real Estate Inc. |
Nominees for Election
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Nominees for Election
| Timothy C. Oliver President and Chief Executive Officer Age: 56 | Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023. Most recently, Tim served as Chief Financial Officer for NCR Corporation, from July 13, 2020 to October 16, 2023, and was responsible for all aspects of its financial stewardship, compliance and balance sheet management, working with the investor community and partnering with the business units to ensure customer success and profitability. Mr. Oliver served as Chief Financial Officer of Spring Window Fashions, LLC, a consumer goods company, and a member of the company’s leadership team from 2019 to July of 2020. In this role he focused on, among other things, aligning the company’s business portfolio and growth initiatives with its finance strategy. From 2011 to 2019, he served as Chief Financial Officer of the Goldstein Group Inc. (GGI), a privately held conglomerate, and President and Chief Financial Officer of its subsidiary, Alter Trading Corporation (Alter), a privately held metal recycler and broker company. Before joining GGI and Alter, he was the Senior Vice President and Chief Financial Officer of MEMC Electronic Materials, Inc., a publicly held technology company (now SunEdison, Inc.), from 2009 to 2011, and Senior Executive Vice President and Chief Financial Officer of Metavante Technologies, Inc., a publicly held bank technology processing company, from 2007 to 2009. He also previously served as Vice President and Treasurer of Rockwell Automation, Inc. (“Rockwell”), an industrial automation and digital transformation company, from 2005 to 2007. Before joining Rockwell, he was Vice President for Investor Relations and Financial Planning at Raytheon Company. Mr. Oliver became a director of Atleos on October 16, 2023. Qualifications: Mr. Oliver’s qualifications include his deep experience and expertise in our business, proven leadership through the development of his own teams, and exceptional amount of care for our customers, employees and communities. A seasoned corporate finance executive, Tim brings three decades of experience and a successful record of integrating advanced technologies, transforming portfolios and managing economic uncertainties. Tim has worked in the manufacturing, technology and software business sectors and brings accounting expertise and deep experience in mergers and acquisitions, investor relations and financial planning. Other Current Public Directorships: None |
Nominees for Election
| | 16 | 2025 Proxy Statement |
Nominees for Election
| Joseph E. Reece Chairman of the Board Age: 63 Atleos Committees: None. | Joseph E. Reece has been a Managing Partner of SilverBox Capital LLC, and its predecessors, (“SilverBox”), since 2015. SilverBox is an alternative investment manager operating across multiple platforms. Mr. Reece also served as a consultant to BDT & Company from October 2019 to November 2021. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC’s (“UBS”) Investment Bank for the Americas from 2017 to 2018 and was also Co-Head of Risk. Prior to working at UBS, Mr. Reece worked at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. Joe’s prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the United States Securities and Exchange Commission, where he ultimately served as Special Counsel to the Division of Corporation Finance. Mr. Reece currently serves as a member of the Board of Directors of Compass Minerals Inc., where he serves as its Chairman. He previously served as a member of the Board of Directors of SilverBox Engaged Merger Corp I. (where he was the Executive Chairman from March 2021 to February 2022), UBS Securities, LLC, Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., Del Frisco’s Restaurant Group, Inc., RumbleOn, Inc, CST Brands, Inc., LSB Industries, Inc., and Quotient Technology, Inc. Mr. Reece previously served on the Board of Directors for NCR Corporation, where he was independent Lead Director from November 2, 2022 to May 2, 2023 and was Chairman of the Board from May 2, 2023 to October 16, 2023. Mr. Reece became a director and Chairman of the Board of Atleos on October 10, 2023. Qualifications: Mr. Reece’s qualifications include his current and prior experience as a director of other public companies; his significant finance and investment experience; his broad industry experience; his experience leading companies in operational, financial and strategic matters; and his independence. Other Current Public Directorships: Compass Minerals, Inc. |
Nominees for Election
| | 17 | 2025 Proxy Statement |
Nominees for Election
| Jeffry H. von Gillern Director Age: 59 Atleos Committees: Audit, Nominating and Governance | Jeffry H. von Gillern most recently served as Vice Chairman of Technology and Operations Services for U.S. Bancorp and as a member of the Managing Committee of U.S. Bancorp, a position he held from July 2010 to December 31, 2023. In this role, he reported directly to the Chief Executive Officer and Chairman and was responsible for a substantial annual investment portfolio of projects and led a group of approximately 25,000 staff resources. Mr. von Gillern joined U.S. Bancorp in 2001 as Executive Vice President and he assumed the additional role of Chief Information Officer (“CIO”) in 2007 which he served until 2010. As CIO, he managed a number of important projects and led and supported numerous bank acquisitions, large scale technology upgrades and multiple complex portfolio conversions. Prior to joining U.S. Bancorp, he served as Chief Information Officer of IronPlanet, a leading online marketplace for selling and buying used construction equipment, trucks and government surplus from 2000 to 2001. Prior to that, he was a Senior Vice President at Visa International, where he spent 12 years. Mr. von Gillern was the Lead Director of ViewPointe LLC from 2010 until 2015, and was a Board Director of Syncada, LLC, from 2010 until 2014 and is currently a Board Director and Treasurer of Childrens Hospital of Minnesota. Mr. von Gillern became a director of Atleos on October 16, 2023. Qualifications: Mr. von Gillern’s qualifications include his significant leadership and management experience; financial services industry experience and technology and innovation experience. Other Current Public Directorships: None |
Nominees for Election
| | 18 | 2025 Proxy Statement |
Independence
| ● | has not received compensation, consulting, advisory or other fees from the Company, other than director compensation and expense reimbursement or compensation for prior service that is not contingent on continued service for the past five years; and |
Nominating and Governance Committee
| ● | recommends to the Board the principles of director compensation and compensation to be paid to directors, and reviews and makes recommendations to the Board concerning director compensation; |
Selection of Nominees for Directors
Selection of Nominees for Directors The Governance Committee and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in detail in the Corporate Governance Guidelines. In determining candidates for nomination, the Governance Committee will seek the input of the Chairman of the Board and the Chief Executive Officer, and, in the event the positions of Chairman of the Board and Chief Executive Officer are held by the same person, the independent Lead Director, and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, the Board may engage a third-party search firm to assist to identify candidates who have desired experience and expertise, and meet the qualification guidelines described below. Exhibit A to the Corporate Governance Guidelines includes qualification guidelines for directors standing for re-election and new candidates for membership on the Board. All candidates are evaluated by the Governance Committee using these qualification guidelines. In accordance with the guidelines, as part of the selection process, and in addition to such other factors as it may deem relevant, the Governance Committee will consider, among other things, a candidate’s:
Selection of Nominees for Directors
| ● | strong management experience, ideally with major public companies with successful multinational operations; |
Selection of Nominees for Directors
| ● | other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking, scientific research and development, senior level government experience, and academic administration or teaching; |
Selection of Nominees for Directors
| ● | desirability of range in age, so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members; |
Selection of Nominees for Directors
| ● | independence, as defined by the Board (and under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards); |
Selection of Nominees for Directors
| ● | diversity of thought and perspectives; |
Selection of Nominees for Directors
| ● | knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning; |
Selection of Nominees for Directors
| ● | personal characteristics matching the Company’s values, such as integrity, accountability, financial literacy and high performance standards; |
Selection of Nominees for Directors
| | 28 | 2025 Proxy Statement |
Selection of Nominees for Directors
| ● | Additional characteristics, such as: |
Selection of Nominees for Directors
| o | willingness to commit the time required to fully discharge responsibilities to the Board, including the time to prepare for Board and Committee meetings by receiving the material supplied before each meeting; |
Selection of Nominees for Directors
| o | commitment to attend a minimum of 75% of meetings; |
Selection of Nominees for Directors
| o | ability and willingness to represent the stockholders’ long- and short-term interests; |
Selection of Nominees for Directors
| o | awareness of the Company’s responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and |
Selection of Nominees for Directors
| o | willingness to advance their opinions, but once a decision is made by the Board, a willingness to support the Board decision assuming questions of ethics or propriety are not involved. |
Selection of Nominees for Directors
| ● | the number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves. |
Selection of Nominees for Directors
The Board and the Governance Committee are committed to finding proven leaders who are qualified to serve as Atleos directors and may from time to time engage outside search firms to assist in identifying and contacting qualified candidates. Other than Timothy C. Oliver, Atleos’ Chief Executive Officer, all of the candidates for election have been determined by the Board to be independent under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards. Stockholders wishing to recommend individuals for consideration as directors should contact the Governance Committee by writing to the Company’s Corporate Secretary at NCR Atleos Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. Stockholders who wish to nominate directors for inclusion in NCR Atleos’ proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at Atleos’ next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, the current form of which is available under “Corporate Governance” on the “Company” page of Atleos’ website at https://www.ncratleos.com/about-us/corporate-governance. See Procedures for Nominations Using Proxy Access, Procedures for Stockholder Proposals and Nominations for 2026 Annual Meeting Outside of SEC Rule 14a-8 and Procedures for Stockholder Proposals and Nominations for 2026 Annual Meeting Pursuant to SEC Rule 14a-8 in this proxy statement for further details regarding how to nominate directors.
Director Compensation
Director Compensation
Atleos Director Compensation Program
Atleos Director Compensation Program
Summary of Atleos Director Compensation Program
Summary of Atleos Director Compensation Program Set forth below is a summary of the compensation payable by Atleos to our directors for the Board Year:
Summary of Atleos Director Compensation Program
| Compensation Component | Committee Member ($) | Committee Chair ($) | | Annual Equity Grant (vests annually) | 160,000 | 160,000 | | Quarterly Committee Cash Retainer (annual amount paid quarterly) | 80,000 | 210,000(1) | | Audit Committee | 15,000 | 35,000 | | Compensation and Human Resources Committee | 10,000 | 25,000 | | Nominating and Governance Committee | 7,500 | 17,500 |
Summary of Atleos Director Compensation Program
| (1) Reflects the quarterly cash retainer paid to the Chairman of the Board. |
Director Compensation Table
Director Compensation Table
Compensation for Fiscal Year Ended 2024 ($)
| Director Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | All Other Compensation ($) | Total ($) | | Odilon Almeida Jr. | 102,500 | 160,000 | — | 262,500 | | Mark W. Begor | 105,000(2) | 160,000(3) | — | 265,000 | | Mary Ellen Baker | 101,875 | 160,000 | — | 261,875 | | Michelle McKinney Frymire | 120,625 | 160,000 | — | 280,625 | | Frank A. Natoli | 97,500 | 160,000(3) | — | 257,500 | | Joseph E. Reece | 227,500(2) | 160,000(3) | — | 387,500 | | Jeffry H. von Gillern | 102,500 | 160,000 | — | 262,500 |
Role of Compensation Consultant
Role of Compensation Consultant To assist in review and oversight of our executive compensation programs, the CHRC retained and was advised by Farient Advisors (“Farient”) until undertaking a review and selecting FW Cook in early 2024. Both Farient and FW Cook are nationally recognized executive compensation consulting firms that are independent of the Company’s management and report directly to the CHRC. When making executive compensation decisions for 2024, the CHRC considered the advice and recommendations of Farient. Our CEO was not present during discussions about his own compensation, which took place between the CHRC and Farient and/or FW Cook.
Role of Compensation Consultant
| | 36 | 2025 Proxy Statement |
Best Practices in Executive Compensation – What We Do and Don’t Do
| What We Do | | What We Don’t Do | | | | Pay for Performance. We tie executive pay to performance with a significant emphasis on variable compensation through a cash-based annual incentive plan and grants of equity awards that vary in value depending on stock price. | | No Guaranteed Annual Salary Increases or Guaranteed Bonuses. Salary increases and bonuses are not guaranteed for our named executives. Salaries are instead based on individual performance evaluations and competitive considerations as determined appropriate by the CHRC, with bonuses generally tied to performance on corporate financial and non-financial metrics that link executive and stockholder interests and drive our business priorities. | | | Robust Stock Ownership Guidelines. We require our executive officers to meet our guidelines, which range from three to six times salary, and to maintain the guideline ownership level after any transaction. | | No Special Executive Pension Benefits. There are no special executive or broad-based U.S. pension benefits for any named executives. | | | Double Trigger Benefits in the Event of a Change in Control. Assumed equity awards do not vest in a change in control of Atleos unless employment also ends in a qualifying termination. | | No Excise Tax Gross-ups. Our named executives are not eligible for excise tax gross-ups or tax gross-ups on any perquisites other than standard relocation benefits, which are available to all employees generally. | | | Strong Compensation Clawback Policy. Executive awards are subject to clawback in specified circumstances as described herein. | | No Compensation Plans that Encourage Excessive Risk Taking. Based on the CHRC’s annual review, none of our pay practices incentivize executives or employees to engage in unnecessary or excessive risk-taking. | | | Independent Compensation Consultant. The CHRC retains an independent compensation consultant to evaluate and advise on our executive compensation programs and practices, as well as pay mix and levels for our NEOs. | | No Hedging or Pledging of Securities. Our policies prohibit hedging and pledging of the Company’s equity securities as described in the Hedging and Pledging Policy section below. | | | Compliant Procedures for Trading of Atleos Stock. We only permit executive officers to trade in Atleos common stock with appropriately protective pre-clearance procedures, which may include trades pursuant to a Rule 10b5-1 trading plan. | | No Dividends or Dividend Equivalents Paid on Unvested Equity Awards. Equity awards must vest before dividends are payable. | | | | | No Repricing Stock Options or SARs. Our Stock Plan prohibits repricing of stock options and stock appreciation rights (“SARs”) without prior stockholder approval. |
Process for Establishing 2024 Compensation
| ● | External Market Analysis – Peer Group and Survey Data – including reports by the independent compensation consultant on peer group member pay data and external market surveys; |
External Market Analysis
External Market Analysis When determining salary and target annual incentive and long-term incentive opportunities for the NEOs as of the Separation, the NCR Corp CHRC evaluated a peer group, broad-based market surveys and proxy data prepared by its independent compensation consultant, considered key business decisions that can impact compensation, and reviewed a competitive pay range. Compensation Peer Group. In anticipation of the Separation and with the advice of its independent consultant, the NCR Corp CHRC identified a new peer group for Atleos on which to base compensation for Atleos’ NEOs and executives. The review included ensuring the suitability of the peer group for gauging the competitiveness of pay levels and practices and reviewing relative dilution when developing the aggregate annual budget for equity compensation awards. The Atleos peer group was selected by examining other companies in terms of industry and size within NCR Corp’s Global Industry Classification Standard (“GICS”) industry group that are in the software and services or technology hardware industries and are of reasonably similar size
External Market Analysis
| 2024 Peer Group | | | ● ACI Worldwide, Inc. (ACIW) | ● Insight Enterprises, Inc. (NSIT) | | ● Bread Financial Holdings, Inc. (BFH) | ● Jack Henry & Associates, Inc. (JKHY) | | ● The Brink’s Company (BCO) | ● Paysafe Limited (PSFE) | | ● Diebold Nixdorf, Inc. (DBD) | ● The Western Union Company (WU) | | ● Euronet Worldwide, Inc. (EEFT) | ● Xerox Holdings Corporation (XRX) |
External Market Analysis
In July 2024, our CHRC undertook a comprehensive review of the peer group. Potential peer companies were identified by assessing companies primarily focusing on industry, talent market, and size (revenue, market capitalization, enterprise value, and EBITDA). Based on these peer group selection criteria, the CHRC determined to make the following changes to the peer group so that the 2025 peer group was more closely aligned with the Company based on the peer group selection criteria: (i) removal of Bread Financial, Jack Henry & Associates, and Paysafe Limited; and (ii) addition of Ciena, Concentrix, Light & Wonder, Pitney Bowes, Plexus, Sanmina, and ScanSource. Our CHRC, with input from FW Cook, determined these changes were needed because these companies were more aligned with the industries and markets in which we conduct business and to ensure the peer group more accurately aligned with the size of our organization, and had comparable cost structures, business models and global reach.
External Market Analysis
| 2025 Peer Group | | | ● ACI Worldwide, Inc. (ACIW) | ● Light & Wonder, Inc. (LNW) | | ● The Brink’s Company (BCO) | ● Pitney Bowes Inc. (PBI) | | ● Ciena Corporation (CIEN) | ● Plexus Corp. (PLXS) | | ● Concentrix Corporation (CNXC) | ● Sanmina Corporation (SANM) | | ● Diebold Nixdorf, Inc. (DBD) | ● ScanSource, Inc. (SCSC) | | ● Euronet Worldwide, Inc. (EEFT) | ● The Western Union Company (WU) | | ● Insight Enterprises, Inc. (NSIT) | ● Xerox Holdings Corporation (XRX) |
External Market Analysis
External Market Surveys. For 2024, the NCR Corp CHRC reviewed a comprehensive analysis and assessment prepared by its independent compensation consultant, which showed the competitive position of named executives’ pay mix and levels compared to the marketplace using a combination of survey data as well as proxy data from its peer group. The market survey data included surveys concentrated on companies in both general and high-tech industries. For Atleos executives, the market data included surveys concentrated on industries where Atleos competes for talent. The broad-based surveys gave the NCR Corp CHRC access to market data for numerous companies under a consistent methodology to assist in understanding market trends and practices. For our 2025 Peer Group, our CHRC, with support from FW Cook, conducted an analysis and market data survey to approve a group of peers that are generally reasonably similar to the Company in terms of industry, profile, size and market capitalization. The 2025 Peer Group was used to determine STI and LTI for our named executives in 2025, as discussed below.
Compensation Program Elements
| Element | Purpose | Pay-for-Performance Features | | Base Salary | To attract and retain high-performing executives | Fixed cash compensation considers experience, job scope, and market benchmarks. | | Short-term Incentive (“STI”) | To reward annual performance and individual contributions that support Atleos’ strategy and results | Cash payouts are determined based on results of performance metrics relative to predetermined targets. Metrics used in 2024 were Adjusted EBITDA, Free Cash Flow, and Revenue. Payouts range from zero to a maximum of 200% of target. | | Long-term Incentive (“LTI”) | To retain key executives, focus on long-term value creation, and to align executive compensation with outcomes for our stockholders | Designed to motivate executives to achieve goals over an extended period using a strategic approach to align awards with the Company’s strategy and stockholder returns. For 2024, LTI awards to our NEOs consisted of 40% time-based restricted stock units (“RSUs”) and 60% performance-based restricted stock units (“PSUs”). Payout of PSUs are based on relative TSR compared to the S&P SmallCap 600 Index. RSUs and PSUs are granted under our Stock Plan. |
2024 Short-term Incentive Plan
2024 Short-term Incentive Plan 2024 STI was awarded under our Annual Incentive Plan (“STI Plan”). Our STI Plan is an annual short-term cash incentive plan designed to promote the attainment of the Atleos performance metrics described below, and reward achievement of organizational objectives and effective collaboration across teams. Our NEOs’ annual target incentive opportunities, which are expressed as a percentage of base salary, are based on market pay ranges and positioning within the senior leadership team.
2024 Short-term Incentive Plan
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2024 Short-term Incentive Plan
The NEOs target bonus opportunities remained unchanged in 2024 and are as follows:
2024 Short-term Incentive Plan
| NEO | STI Plan Target Opportunity (% of base salary) | | Timothy C. Oliver | 150% | | Paul J. Campbell | 100% | | Stuart Mackinnon | 100% | | Ricardo J. Nuñez | 70% | | LaShawne Meriwether | 80% |
2024 Short-term Incentive Plan
2024 STI Metrics and Payout Awards under the STI Plan were determined based on the achievement of corporate performance measures that tie payouts directly to key measures of Atleos’ overall 2024 performance. Our CHRC selected three performance measures in 2024, which were Adjusted EBITDA, Free Cash Flow, and Revenue, to reinforce our commitment to operational excellence as well as align with stockholder interests, and to better align our compensation with meaningful performance metrics. Payout opportunities for each measure evaluated under the 2024 STI Plan are established at threshold, target and maximum levels. The maximum level for each performance measure is capped at 200% of target, and the CHRC retains discretion to further adjust any NEO’s STI payout per an individual modifier. Our CHRC established performance goals for the 2024 STI Plan at the beginning of 2024 and retained discretion to adjust actual results due to non-operational or extraordinary items that otherwise do not reflect actual performance against objectives. The following table shows the performance measures, weighting percentage, performance goals, and actual performance achieved under the 2024 STI Plan after the non-operational adjustments were made to the Company’s reported Adjusted EBITDA, Free Cash Flow, and Revenue according to the terms of the STI Plan.
2024 Short-term Incentive Plan
| Performance Measure(1) | Weighting Percentage | Threshold (50%) | Target (100%) | Maximum (200%) | Fiscal 2024 Performance | STI Attainment Percentage Before Adjustments(2) | 2024 Payout Performance Percentage After Adjustments | | Adjusted EBITDA | 35% | $725M | $780M | $835M | $781M | 101% | 98%(3) | | Free Cash Flow | 35% | $150M | $200M | $250M | $242M | 184% | 152% (4) | | Revenue | 30% | $4.15B | $4.30B | $4.45B | $4.32B | 112% | 138%(5) | | Total | 100% | -- | -- | -- | -- | 133% | 129% |
2024 Short-term Incentive Plan
| (1) For a reconciliation of non-GAAP Adjusted EBITDA and Free Cash Flow, see our Annual Report on Form 10-K for the fiscal year ending on December 31, 2024. |
2024 Short-term Incentive Plan
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2024 Short-term Incentive Plan
| (2) The STI Plan permits exclusion of certain items from actual results that are non-operational or extraordinary, or otherwise do not reflect actual performance against objectives (both positive and negative). Consistent with the STI Plan, the CHRC determined to exclude the impact of certain items that do not relate directly to a named executive’s performance or the Company’s operational success. |
2024 Short-term Incentive Plan
| (3) Adjusted EBITDA was adjusted to exclude the impact of foreign currency fluctuations during the performance period, revenue and expenses not tied to Atleos’ core business (such as Voyix’s accelerated exit from commercial agreements), and extraordinary and unusual items related to pension. |
2024 Short-term Incentive Plan
| (4) Free Cash Flow was adjusted to exclude extraordinary and unusual items related to taxes. |
2024 Short-term Incentive Plan
| (5) Revenue was adjusted to exclude the impact of foreign currency fluctuations during the performance period and revenue not tied to Atleos’ core businesses (such as Voyix’s accelerated exit from commercial agreements). |
2024 Short-term Incentive Plan
In early 2025, our CHRC assessed performance and, exercising its negative discretion under the STI Plan, determined the Company achievement of the STI performance metrics resulted in a payout of 129% of target instead of 133%. The CHRC did not exercise its discretion to adjust any NEO’s STI payout based on individual performance or other considerations. Consequently, the total 2024 STI funded payouts for our NEOs are shown in the chart below:
2024 Short-term Incentive Plan
| NEO | Base Salary | Target Bonus Percentage (%) | Bonus Achieved ($) | | Timothy C. Oliver | $800,000 | 150% | $1,548,000 | | Paul J. Campbell | $475,000 | 100% | $613,000 | | Stuart Mackinnon | $500,000 | 100% | $645,000 | | Ricardo J. Nuñez | $500,000 | 70% | $452,000 | | LaShawne Meriwether | $475,000 | 80% | $204,054(1) |
2024 Short-term Incentive Plan
| (1) In connection with the termination of Ms. Meriwether’s employment, she received a 2024 STI bonus of $204,054, which is the lesser of her target bonus and the actual bonus achieved, prorated for the number of days of active employment during 2024. For more information, see the section entitled “Employment and Separation Arrangements with Our Named Executives.” |
2025 Short-Term Incentive Program
2025 Short-Term Incentive Program Our STI program design remained unchanged for 2025. Our CHRC determined the Company’s threshold, target, and maximum performance goals for the 2025 STI program to reinforce our commitment to operational excellence as well as align with stockholder interests. Our CHRC also determined the NEO target bonus opportunities should remain unchanged after careful review of individual performance of our NEOs and our peers using the 2025 Peer Group in February of 2025.
2024 Long-Term Incentive Program
2024 Long-Term Incentive Program Our LTI program directly aligns a large portion of the total compensation of our NEOs with Company performance and changes in stockholder value. For 2024, the annual long-term incentive awards granted to our NEOs had a mix of PSUs (60%) and RSUs (40%). The total target equity values provided in the table below were established by the NCR Corp CHRC as of the Separation on October 16, 2023, with no changes made in 2024, as discussed above. However, our CHRC determined the mix between PSUs and RSUs and weighted PSUs more
2024 Long-Term Incentive Program
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2024 Long-Term Incentive Program
heavily than RSUs to reflect our strategic objective to drive stockholder value via share price appreciation and to align management’s interests with those of our stockholders. Equity awards are typically made in February each year on the date the equity award is approved by the CHRC. The CHRC does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates. The 2024 target annual equity award values for each NEO were as follows:
2024 Long-Term Incentive Program
| NEO | RSUs (40%) | Target PSUs (60%) | Total Target Equity Value | | Timothy C. Oliver | $2,200,000 | $3,300,000 | $5,500,000 | | Paul J. Campbell | $500,000 | $750,000 | $1,250,000 | | Stuart Mackinnon | $600,000 | $900,000 | $1,500,000 | | Ricardo J. Nuñez | $400,000 | $600,000 | $1,000,000 | | LaShawne Meriwether* | $300,000 | $450,000 | $750,000 |
2024 Long-Term Incentive Program
| * In connection with the termination of Ms. Meriwether’s employment, a prorated portion of the RSUs and PSUs granted to her in 2024 became vested and settled, as discussed in the section entitled “Employment and Separation Arrangements with Our Named Executives.” |
2024 Long-Term Incentive Program
2024 Time-Based RSUs Our NEOs received their annual grant of time-based RSUs on February 16, 2024. These RSUs vest ratably on the anniversary of the grant date, in one-third increments beginning in 2025, subject to the NEO’s continued service. RSUs awarded to our NEOs require the recipient to hold the shares for a period of twelve months following vesting. 2024 Performance-Based RSUs Our NEOs received their annual grant of performance-based RSUs on February 16, 2024. Performance-based RSUs are measured and earned based on the Company’s Relative TSR (“rTSR”) performance compared to the S&P SmallCap 600 Index during a three-year performance period starting in January 2024 and ending in December 2026 (2024-2026 performance period). Achievement to determine the number of shares awarded is based on the payout schedule shown below:
2024 Long-Term Incentive Program
| rTSR Achievement vs. S&P SmallCap 600 | % of Target Award Earned | | 75th percentile and above | 200% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |
2024 Long-Term Incentive Program
Payout for performance levels between those amounts shown in the table will be interpolated along a straight-line. Awards will cliff vest, assuming performance achievement and continued service by the NEO, on the third anniversary of the grant date in 2027. PSUs awarded to NEOs require the recipient to hold the shares for a period of twelve months following vesting.
2024 Long-Term Incentive Program
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2025 Long-Term Incentive Program
2025 Long-Term Incentive Program Our LTI program was not changed for 2025. The annual LTI awards granted to our NEOs continued to have a mix of time-based RSUs (40%) and performance-based RSUs (60%). The total target equity values were established by our CHRC based on individual performance and comparison with our peers using the 2025 Peer Group. Equity awards were granted on February 20, 2025, consistent with our annual cycle for granting equity to NEOs.
Executive Severance Benefits
Executive Severance Benefits
Change in Control Severance Plan
Change in Control Severance Plan Our named executives participate in our Change in Control Severance Plan. Under this plan, Atleos pays only “double-trigger” separation benefits, that is, benefits are paid out only if both a change in control occurs and employment ends due to a qualifying termination. Amounts payable are based on executive “Tier” level, with Mr. Oliver at a Tier I (i.e., entitling him to severance equal to 300% of his annual salary and target bonus, a pro rata target bonus and certain welfare benefits for three years) and Messrs. Campbell, Mackinnon and Nuñez at Tier II (i.e., entitling each of them to severance equal 200% of their annual salary and target bonus, a pro rata target bonus and certain welfare benefits for two years).
Change in Control Severance Plan
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Change in Control Severance Plan
For more information please see, the section entitled Severance Benefits - Change in Control (CIC) Severance and Executive Severance (Non-CIC).
Executive Severance Plan (Non-CIC)
Executive Severance Plan (Non-CIC) Our named executives also participate in our Executive Severance Plan. Under this plan, as amended by our CHRC in March 2024, if a named executive’s employment is terminated by the Company without “cause” (other than death or “disability” as defined in the plan) or for "good reason," we provide the named executive the following: (i) a lump sum equal to one times (1.0x) salary plus target bonus, (ii) up to 18 months of “COBRA” medical, dental and vision coverage, (iii) 12 months of life insurance coverage, (iv) a pro-rated bonus for the year of separation and (v) outplacement services under the Company’s outplacement program in effect on the termination date. For more information please see, the section entitled Severance Benefits - Change in Control (CIC) Severance and Executive Severance (Non-CIC).
Summary Compensation Table
Summary Compensation Table The “Summary Compensation Table” below summarizes the total compensation paid to or earned by each of the named executives of Atleos for the fiscal year ended December 31, 2024, December 31, 2023 and December 31, 2022, as applicable.
Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) | Stock Awards(1) ($) (d) | Option Awards ($) (e) | Non-Equity Incentive Plan Compensation ($)(2) (f) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) (g) | Total ($) (h) | | Timothy C. Oliver | 2024 | 800,000 | — | 6,336,912 | — | 1,548,000 | — | 43,910 | 8,728,822 | | Chief Executive Officer | 2023 | 661,918 | — | 6,716,702 | — | 1,584,000 | — | 23,895 | 8,986,515 | | | 2022 | 625,000 | — | 4,639,083 | — | — | — | 124,384 | 5,388,467 | | Paul J. Campbell | 2024 | 475,000 | | 1,440,207 | | 613,000 | 14,379 | 17,310 | 2,559,896 | | Chief Financial Officer | 2023 | 350,694 | — | — | — | 627,000 | 2,873 | 11,581 | 992,148 | | | 2022 | 307,308 | — | 772,277 | — | — | — | 10,581 | 1,090,166 | | Stuart Mackinnon | 2024 | 500,000 | — | 1,728,244 | — | 645,000 | — | 26,745 | 2,899,989 | | Chief Operating Officer | 2023 | 430,564 | 500,000 | — | — | 660,000 | — | 11,675 | 1,602,239 | | | 2022 | 412,000 | — | 4,968,849 | — | — | — | 15,675 | 5,396,524 | | Ricardo J. Nuñez | 2024 | 500,000 | — | 1,152,149 | — | 452,000 | — | 19,964 | 2,124,113 | | Chief Legal Officer, General Counsel, | 2023 | 143,836 | 250,000 | 1,609,581 | — | 132,904 | — | 516 | 2,136,837 | | and Secretary | | | | | | | | | | | LaShawne Meriwether | 2024 | 288,056 | — | 864,111 | — | 204,055 | — | 1,305,004 | 2,661,226 | | Former Chief Human Resources Officer | 2023 | 218,630 | 100,000 | 806,007 | — | 230,873 | — | 5,423 | 1,360,933 |
Summary Compensation Table
| (1) This column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of RSUs granted to each named executive in the applicable year. See Note 8 of the Notes to the Consolidated Financial Statements contained in Atleos’ 2024 Annual Report for an explanation of the assumptions we make in the valuation of our equity awards. For performance-based RSUs, the grant date fair value is computed based on the probable outcome of the performance conditions as of the grant date. This amount is consistent with the estimate of aggregate compensation cost to be recognized by Atleos over the three-year performance period of the awards determined as of the grant date under FASB ASC Topic 718. |
Summary Compensation Table
| (2) This column shows for 2024, the cash bonus amounts earned pursuant to Atleos’ 2024 STI Plan as discussed in the CD&A. |
Summary Compensation Table
| (3) This column represents, for Mr. Campbell, the aggregate increase in the actuarial present value of accumulated benefits under the NCR Corp (Scotland) Pension Plan, from December 31, 2023 to December 31, 2024. The change in pension value is only paid after retirement. For purposes of this disclosure, British Pound (GBP) has been converted to US Dollar (USD) at $1.25615 to £1.00, the exchange rate in effect as of December 30, 2024. |
Summary Compensation Table
| (4) The amounts in this column consist of the aggregate incremental cost to Atleos of the perquisites provided to our named executives, any premium credits to our health plan for the benefit of our named executives, any contributions by Atleos to health savings accounts for the benefit of our named |
Summary Compensation Table
| | 49 | 2025 Proxy Statement |
Summary Compensation Table
| executives, any insurance premiums paid by Atleos with respect to life insurance for the benefit of our named executives, contributions made by NCR Corp and Atleos to their respective 401(k) plans on behalf of our named executives and certain other payments. Additional details regarding these amounts are included in the All Other Compensation – 2024 Table below. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table reflects the equity and non-equity incentive plan awards approved by the CHRC for our named executives during 2024. Non-equity incentive plan awards were made under Atleos’ 2024 STI Plan and equity awards were made under Atleos’ stock plan.
Grants of Plan-Based Awards
| | | | | | | | | | All Other Stock Awards: | | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Number of Shares of Stock or | Grant Date Fair Value of Stock | | Named Executive | Award Type | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | Units(3) (#) | Awards(4) ($) | | Timothy C. Oliver | STI Plan | | 600,000 | 1,200,000 | 2,400,000 | — | — | — | | | | | Performance-Based RSUs | 2/16/24 | | | | 85,227 | 170,454 | 340,908 | — | 4,136,919 | | | Time-Based RSUs | 2/16/24 | | | | | | | 113,636 | 2,199,993 | | Paul J. Campbell | STI Plan | | 237,500 | 475,000 | 950,000 | — | — | — | — | — | | | Performance-Based RSUs | 2/16/24 | | | | 19,370 | 38,739 | 77,478 | | 940,196 | | | Time-Based RSUs | 2/16/24 | | | | | | | 25,827 | 500,011 | | Stuart Mackinnon | STI Plan | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | Performance-Based RSUs | 2/16/24 | | | | 23,244 | 46,487 | 92,974 | | 1,128,239 | | | Time-Based RSUs | 2/16/24 | | | | | | | 30,992 | 600,005 | | Ricardo J. Nuñez | STI Plan | | 175,000 | 350,000 | 700,000 | — | — | — | — | — | | | Performance-Based RSUs | 2/16/24 | | | | 15,496 | 30,991 | 61,982 | | 752,152 | | | Time-Based RSUs | 2/16/24 | | | | | | | 20,661 | 399,997 | | LaShawne Meriwether | STI Plan | | 144,028 | 288,056 | 576,112 | — | — | — | — | — | | | Performance-Based RSUs | 2/16/24 | | | | 11,622 | 23,243 | 46,486 | | 564,108 | | | Time-Based RSUs | 2/16/24 | | | | | | | 15,496 | 300,003 |
Grants of Plan-Based Awards
| (1) These columns show potential award levels based on performance under Atleos’ 2024 STI Plan. Actual payouts earned under this plan are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
Grants of Plan-Based Awards
| (2) This column shows the threshold, target, and maximum shares that could be earned by the named executives pursuant to the performance-based RSUs granted to them in 2024 under the Stock Plan. These awards have a three-year performance period ending on December 31, 2026 and, to the extent earned, will cliff vest on the three-year anniversary of the grant date on February 16, 2027. Vesting is generally subject to continued Company service through the vesting dates. RSUs must be held by the NEO for a period of 12 months following vesting. For more information about how these awards are earned, please see the CD&A. |
Grants of Plan-Based Awards
| (3) This column shows the time-based RSUs granted to the named executives in 2024 under the Stock Plan. These awards vest ratably, with one-third vesting on each anniversary of the grant date, generally subject to continued Company service through the vesting dates. RSUs must be held by the NEO for a period of 12 months following vesting. |
Grants of Plan-Based Awards
| (4) This column shows the grant date fair value of equity awards, as determined in accordance with FASB ASC Topic 718. For the performance-based RSUs, this amount is consistent with the estimate of aggregate compensation cost to be recognized by Atleos over the three-year performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value is based on the probable outcome of the performance conditions as of the grant date. |
Grants of Plan-Based Awards
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Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table shows, as of December 31, 2024, for each NEO, the number of unexercised options and the number of shares of unvested RSUs. The market value of the stock awards was based on the closing price of Atleos and Voyix common stock as of December 31, 2024, the last trading day of the fiscal year, which was $33.92 and $13.84, respectively.
Outstanding Equity Awards at 2024 Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Named Executive | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(1) ($) | | Timothy C. | 2/16/2024(2) | | | | | 113,636 | 3,854,533 | 340,908 | 11,563,600 | | Oliver | 2/13/2023(3) | | | | | | | 161,529 | 3,316,729 | | | 2/25/2022(4) | | | | | | | 145,783 | 3,043,605 | | | 8/1/2020(5) | 172,711 | | 17.03 | 7/31/2027 | | | | | | Paul J. | 2/16/2024(2) | | | | | 25,827 | 876,052 | 77,478 | 2,628,054 | | Campbell | 12/21/2022(3) | | | | | | | 9,172 | 311,114 | | | 2/25/2022(4) | | | | | 1,156 | 39,212 | 3,648 | 123,740 | | Stuart | 2/16/2024(2) | | | | | 30,992 | 1,051,249 | 92,974 | 3,153,678 | | Mackinnon | 12/21/2022(3) | | | | | | | 96,319 | 1,977,743 | | | 2/25/2022(4) | | | | | | | 38,321 | 786,864 | | | 3/31/2020(6) | 3,672 | | 21.34 | 3/30/2027 | | | | | | | 3/14/2019(6) | 1,345 | | 32.62 | 3/13/2026 | | | | | | | 3/14/2019(6) | 2,690 | | 22.52 | 3/13/2026 | | | | | | Ricardo J. | 2/16/2024(2) | | | | | 20,661 | 700,821 | 61,982 | 2,102,430 | | Nuñez | 10/01/2023(2) | | | | | 66,103 | 2,242,214 | | |
Outstanding Equity Awards at 2024 Fiscal Year End
| (1) The market value of all outstanding RSU awards that will be settled in Atleos common stock was calculated by multiplying the number of shares shown in the table by $33.92, which was the closing market price of Atleos common stock on December 31, 2024, the last trading day of the fiscal year. For Messrs. Oliver and Mackinnon, who also hold outstanding RSU awards that were granted prior to the corporate spinoff on October 16, 2023 and will be settled in Voyix common stock, the market value of such outstanding RSU awards was calculated by multiplying the number of shares by $13.84, which was the closing market price of Voyix common stock on December 31, 2024, the last trading day of the fiscal year. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (2) Represents time-based and performance-based RSUs granted by Atleos under the Stock Plan. The performance-based RSUs have a three-year performance period ending on December 31, 2026 and, to the extent earned, will cliff vest on the three-year anniversary of the grant date on February 16, 2027. Vesting is generally subject to continued Company service through the vesting dates. Because the performance-based RSUs earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect a representative amount based on performance through fiscal year 2024. Time-based RSUs vest ratably, with one-third vesting on each anniversary of the grant date, generally subject to continued Company service through the vesting date. RSUs must be held by the NEO for a period of 12 months following vesting. For more information about these awards, please see the CD&A. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) Represents performance-based RSUs granted by NCR Corp to each of Messrs. Oliver, Campbell and Mackinnon, referred to as “Share Value Awards.” Share Value Awards have a three-year performance period between January 1, 2023 and December 31, 2025 and, to the extent earned based on the achievement of compounded annual growth rate of Atleos and Voyix stock, will cliff vest on the three-year anniversary of the grant date. Vesting is generally subject to continued Company service |
Outstanding Equity Awards at 2024 Fiscal Year End
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Outstanding Equity Awards at 2024 Fiscal Year End
| through the vesting dates. Because the number of units earned is not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect a representative amount based on performance through fiscal year 2024. For more information about these awards, please see our 2024 Proxy Statement. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) Each of Messrs. Oliver, Campbell and Mackinnon were granted performance-based RSUs on February 25, 2022 by NCR Corp as follows: (i) performance-based RSUs earned based on the achievement of LTI Recurring Revenue and LTI EBITDA measured over a three-year period between January 1, 2022 and December 31, 2024 (“2022 PBRSUs”) and (ii) performance-based RSUs earned based on the combined rTSR of Atleos and Voyix relative to the S&P MidCap 400 Value Index over the performance period between February 25, 2022 and December 31, 2024 (“2022 PBTSRs”). For the 2022 PBRSUs, LTI Recurring Revenue and LTI EBITDA totaled 67.2% for 2022 and 150.4% for 2023, for a two-year average of 108.8%. 2022 PBRSUs vested on February 25, 2025. For the 2022 PBTSRs, performance was achieved at 0% and no shares were earned when the 2022 PBTSRs vested on February 25, 2025. For more information about these awards (including definitions of “LTI Recurring Revenue” and “LTI EBITDA”), please see our 2024 Proxy Statement. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (5) Represents sign-on premium priced options that were granted by NCR Corp on August 1, 2020 and have an exercise price that includes a 10% premium over the grant date closing NCR stock price. This award was converted to an option to purchase Atleos stock and an option to purchase Voyix stock using the “Basket Method” (as described in the Employee Matters Agreement) and the exercise prices were adjusted accordingly. These options are fully vested. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (6) Represents stock options granted to Cardtronics plc employees prior to the merger between NCR Corp and Cardtronics on June 21, 2021. These options are fully vested. |
Outstanding Equity Awards at 2024 Fiscal Year End
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Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table reflects for the NEOs in 2024: (i) the number of shares, if any, acquired upon exercise of stock options and the value realized and (ii) the number of shares, if any, acquired upon the vesting of RSUs and the value realized, each before payout of any applicable withholding tax.
Option Exercises and Stock Vested in 2024
| | Options | | RSUs | | | Named Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Timothy C. Oliver | 345,423(3) | 1,334,784(3) | 297,863(4) | 5,148,508(4) | | Paul J. Campbell | — | — | 7,453 | 171,210 | | Stuart Mackinnon | — | — | 2,745(5) | 47,388(5) | | Ricardo J. Nuñez | — | — | — | — | | LaShawne Meriwether | — | — | 15,236 | 419,752 |
Option Exercises and Stock Vested in 2024
| (1) The value realized is the fair market value on the exercise date, net of the exercise price. |
Option Exercises and Stock Vested in 2024
| (2) The value realized is the fair market value on the vesting date. |
Option Exercises and Stock Vested in 2024
| (3) Represents the number of shares acquired and value realized on Mr. Oliver’s exercise of options for NCR Voyix. |
Option Exercises and Stock Vested in 2024
| (4) Included in these amounts for Mr. Oliver are 198,576 shares of NCR Voyix with a value realized on vesting of $2,960,621. |
Option Exercises and Stock Vested in 2024
| (5) Included in these amounts for Mr. Mackinnon are 1,830 shares of NCR Voyix with a value realized on vesting of $26,901. |
Pension Benefits
Pension Benefits Other than Mr. Campbell, none of our NEOs receive any pension benefits or participated in the tax qualified and nonqualified pension plans of Atleos in 2024.
Pension Benefits
| Name | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2)($) | Payments During Last Fiscal Year ($) | | Timothy C. Oliver | | — | — | — | | Paul J. Campbell | NCR Scotland Pension Plan | 15 | 311,879 | — | | Stuart Mackinnon | | — | — | — | | Ricardo J. Nuñez | | — | — | — | | LaShawne Meriwether | | — | — | — |
Pension Benefits
| (1) Represents the number of years of service credited to Mr. Campbell under the NCR (Scotland) Pension Plan as of December 31, 2024. Mr. Campbell was an employee of NCR’s Dundee, United Kingdom subsidiary and eligible to participate in the NCR (Scotland) Pension Plan before 1992 along with other eligible employees of the subsidiary. |
Pension Benefits
| (2) Represents the actuarial present value of Mr. Campbell’s accumulated benefit (assuming normal retirement age) under the NCR (Scotland) Pension Plan, computed as of December 31, 2024 using the same assumptions used for NCR Atleos’ financial reporting purposes. For purposes of this disclosure, |
Pension Benefits
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Pension Benefits
| British Pound (GBP) has been converted to US Dollar (USD) at $1.25615 to £1.00, the exchange rate in effect as of December 30, 2024. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Atleos does not sponsor a deferred compensation plan for our named executives or employees generally.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control This section provides information on the compensation and benefits that would have been provided to our NEOs had a change in control of Atleos occurred on December 31, 2024 or had the employment of each such NEO terminated on that date under certain specified circumstances. None of the named executives meet the qualifications for retirement as of December 31, 2024.
Potential Payments upon Termination or Change in Control
| Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Timothy C. Oliver | | | | | | | Cash Severance | 6,000,000 | 3,000,000 | — | — | — | | Pro rata Bonus(3) | 1,548,000 | 1,200,000 | 1,548,000 | — | — | | Equity Awards(4)(5)(6) | 19,634,027 | 10,065,445 | 21,882,266 | — | — | | Welfare Benefits(7) | 91,316 | 45,167 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination | 27,283,343 | 14,320,612 | 23,430,266 | — | — |
Potential Payments upon Termination or Change in Control
| Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Paul J. Campbell | | | | | | | Cash Severance | 1,900,000 | 950,000 | — | — | — | | Pro rata Bonus(3) | 613,000 | 475,000 | 613,000 | — | — | | Equity Awards(4)(5)(6) | 3,832,442 | 1,782,861 | 3,978,172 | — | — | | Welfare Benefits(7) | 64,410 | 47,100 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination | 6,419,852 | 3,264,961 | 4,591,172 | — | — |
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Stuart Mackinnon | | | | | | | Cash Severance | 2,000,000 | 1,000,000 | — | — | — | | Pro rata Bonus(3) | 645,000 | 500,000 | 645,000 | — | — | | Equity Awards(4)(5)(6) | 6,043,052 | 3,204,591 | 6,969,535 | — | — | | Welfare Benefits(7) | 61,206 | 45,449 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination | 8,759,258 | 4,760,040 | 7,614,535 | — | — |
Potential Payments upon Termination or Change in Control
| Named Executive | Termination Upon Change in Control(1) ($) | Involuntary Termination Without Cause(2) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | Ricardo J. Nuñez | | | | | | | Cash Severance | 1,700,000 | 850,000 | — | — | — | | Pro rata Bonus(3) | 452,000 | 350,000 | 452,000 | — | — | | Equity Awards(4)(5) | 5,045,464 | 2,160,488 | 5,045,464 | — | — | | Welfare Benefits(7) | 61,152 | 45,471 | — | — | — | | Outplacement | 10,000 | 10,000 | — | — | — | | Total Benefits Payable upon Termination | 7,268,616 | 3,415,959 | 5,497,464 | — | — |
Potential Payments upon Termination or Change in Control
| Named Executive | Termination Upon Change in Control ($) | Involuntary Termination Without Cause(2)(8) ($) | Death or Disability ($) | Retirement ($) | Voluntary Resignation or Termination for Cause ($) | | LaShawne Meriwether | | | | | | | Cash Severance | — | 1,290,000 | — | — | — | | Pro rata Bonus | — | 204,055 | — | — | — | | Equity Awards | — | 419,752 | — | — | — | | Welfare Benefits | — | 46,268 | — | — | — | | Outplacement | — | 10,000 | — | — | — | | Total Benefits Payable upon Termination | — | 1,970,075 | — | — | — |
Potential Payments upon Termination or Change in Control
| (1) This column shows payments and benefits under Atleos’ Change in Control Severance Plan based on occurrence of a “double trigger” event (a qualifying change in control and a qualifying termination), together with accelerated vesting of applicable equity awards in the change in control. As determined by the CHRC and under the terms of the Atleos’ Change in Control Severance Plan, NEOs will receive Tier II benefits under the plan, unless they have an employment agreement or employment offer letter that states otherwise. Mr. Oliver, pursuant to his employment agreement, is entitled to receive Tier I benefits. For more information about Atleos’ Change in Control Severance Plan and Mr. Oliver’s employment agreement, please see the sections entitled “Severance Benefits – Change in Control (CIC) and Severance and Executive Severance (Non-CIC)” and “Employment and Separation Arrangements with Our Named Executives” below. |
Potential Payments upon Termination or Change in Control
| (2) This column shows the amount the named executive would receive upon a termination by Atleos without “cause” under Atleos’ Executive Severance Plan. Under this circumstance, the NEO’s separation benefits is one times (1x) the sum of salary plus the target bonus in the prior year plus a |
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| pro rata bonus in the year of termination, except that Mr. Oliver receives one and one-half times (1.5x) the sum of salary plus target bonus pursuant to his employment agreement. For more information about Atleos’ Executive Severance Plan, please see the section entitled “Severance Benefits – Change in Control (CIC) Severance and Executive Severance (Non-CIC)” below. |
Potential Payments upon Termination or Change in Control
| (3) This row shows payments under the 2024 STI Plan in the event of an involuntary termination upon change in control, and upon a termination due to death or disability. Because the applicable termination or change in control is assumed to occur on December 31, 2024, the full value of the named executive’s 2024 STI bonus is shown in the table. |
Potential Payments upon Termination or Change in Control
| (4) Equity valuations reflect the closing price of Atleos common stock on December 31, 2024 of $33.92 and the closing price of Voyix common stock on December 31, 2024 of $13.84. |
Potential Payments upon Termination or Change in Control
| (5) The payments in this row include only the value of unvested RSUs for which settlement would accelerate in connection with the applicable termination scenario. For more information about the treatment of outstanding equity awards on a termination of employment not connected with a change in control, please see the section below entitled “Treatment of Equity – Termination Not Connected with a Change In Control.” |
Potential Payments upon Termination or Change in Control
| (6) A portion of the payments in this row reflect accelerated vesting of any applicable performance-based RSU awards, based on actual performance as of December 31, 2024. For the 2022 PBRSUs, payment reflects actual performance that was achieved at 108.8% as of December 31, 2024. For the 2022 PBTSRs, actual performance was achieved at 0% as of December 31, 2024 and therefore, no payments are reflected in the table for the 2022 PBTSRs. For the Share Value Awards, held by these same named executives, the performance is assumed to be achieved at 100% since the number of units earned is not currently determinable. For more information about these awards, including the definitions of “PBTSRs,” please see our 2024 Proxy Statement. |
Potential Payments upon Termination or Change in Control
| (7) Represents the aggregate present value of the “COBRA” benefit, based on premiums during the continuation period. |
Potential Payments upon Termination or Change in Control
| (8) Represents the amount of severance payments and benefits paid to Ms. Meriwether in connection with the termination of her employment. Effective July 15, 2024, Ms. Meriwether’s employment with the Company was terminated and she entered into a Separation Agreement and General Waiver and Release, which is described under the heading “Employment and Separation Arrangements with Our Named Executives” below. |
Pay vs. Performance Table
Pay vs. Performance Table The table below shows CAP (as defined by the SEC in Item 402(v) of Regulation S-K) for our named executives and our financial performance for the years shown in the table. The dollar amounts presented as CAP in the table below are computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to our named executives during the applicable fiscal year. For purposes of this table, our CEO is also referred to as our principal executive officer or “PEO” and our other named executives are referred to as our “non-PEO NEOs”:
Pay vs. Performance Table
Pay vs. Performance Table
Pay vs. Performance Table
| | | | | | Value of Initial Fixed $100 | | | | | Year | Summary Compensation Table Total for PEO(1&2) | Compensation Actually Paid to PEO(1&3) | Average Summary Compensation Table Total for Non- PEO NEOs(1&2) | Average Compensation Actually Paid to Non-PEO NEOs(1&3) | Total Stockholder Return(4) | Peer Group Total Stockholder Return(5) | Net Income (millions)(6) | Adjusted EBITDA (millions)(7) | | 2024 | $8,728,822 | $14,461,462 | $2,561,306 | $3,521,423 | $159 | $136 | $92 | $781 | | 2023 | $8,986,515 | $10,775,983 | $1,523,039 | $1,688,906 | $114 | $108 | $(132) | $732 |
Pay vs. Performance Table
| (1) NEOs included in these columns reflect the following individuals: |
Pay vs. Performance Table
| Year | PEO | Non-PEO NEOs | | 2024 | Timothy C. Oliver | Paul J. Campbell, Stuart Mackinnon, Ricardo J. Nuñez and LaShawne Meriwether | | 2023 | Timothy C. Oliver | Paul J. Campbell, Stuart Mackinnon, Ricardo J. Nuñez and LaShawne Meriwether |
Pay vs. Performance Table
| (2) Amounts reflect Summary Compensation Table total compensation for our NEOs for 2023 and 2024. |
Pay vs. Performance Table
| (3) CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value |
Pay vs. Performance Table
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Pay vs. Performance Table
| they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table: |
Pay vs. Performance Table
| | PEO | Non PEO Average | | | 2024 | 2024 | | | ($) | ($) | | Summary Compensation Table Total | 8,728,822 | 2,561,306 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year reported in the Summary Compensation table | (6,336,912) | (1,296,178) | | (Minus): Change in Pension Value reported in the Summary Compensation Table | — | (3,595) | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | 12,251,538 | 2,088,316 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 1,150,597 | 371,451 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in Fiscal Year | — | 35,030 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (574,740) | 16,932 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions In Fiscal Year | (757,843) | (251,839) | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | 14,461,462 | 3,521,423 |
Pay vs. Performance Table
The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of the performance-based RSUs granted in 2021 and 2022 assumed a payout below threshold, the performance-based RSUs granted in 2023 assumed a payout below target, and the performance-based RSUs granted in 2024 assumed a payout above target in 2024, in each case as compared to the grant date fair value calculations which assumed a payout at target.
Pay vs. Performance Table
| (4) Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on October 17, 2023, the date of the first trading day of Atleos common stock following the Separation, through the end of the applicable fiscal year, assuming reinvestment of dividends. |
Pay vs. Performance Table
| (5) Peer Group Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the S&P Composite 1500 Transaction & Payment Processing Services Index for the period beginning on October 17, 2023 through the end of the applicable fiscal year, assuming reinvestment of dividends. In comparison, the peer group shown in the prior year’s pay versus performance disclosure was the S&P 500 Information Technology Index, and the value of $100 invested in this index beginning on October 17, 2023 would be $113 through the end of 2023 and $155 through the end of 2024. The current peer group was updated to better reflect our industry following the Separation from NCR Corporation. |
Pay vs. Performance Table
| Year | 2024 | 2023 | | S&P Composite 1500 Transaction & Payment Processing Services | $136 | $108 | | S&P 500 Information Technology | $155 | $113 |
Pay vs. Performance Table
| (6) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |
Pay vs. Performance Table
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Pay vs. Performance Table
| (7) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in Atleos’ assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to named executives, for 2024, to Company performance. Please see our 2024 Annual Report for a definition of “Adjusted EBITDA.” |
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
Relationship Between Compensation Actually Paid (CAP) and Performance Measures Relationship Between CAP vs. Company TSR The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
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CEO Pay Ratio
CEO Pay Ratio We are required under Item 402(u) of Regulation S-K to calculate and disclose our “CEO pay ratio.” For the 2024 CEO pay ratio, the same median employee identified with respect to our 2023 CEO pay ratio was used since there has not been a change in our employee population or employee compensation arrangements that would significantly change the CEO pay ratio disclosure. We calculated such median employee’s total compensation of $49,479 for 2024 in the same manner we calculated our CEO’s compensation of $8,728,822 for 2024 as reported in the “Total” column of the Fiscal 2024 Summary Compensation Table on page 52. Based on this information, for 2024, the pay ratio between these amounts is 176:1. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and our methodology. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the CEO pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO Pay Ratio
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