NCR Atleos Corporation
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

 

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

 

 

Definitive Proxy Statement

 

 

Definitive Additional Materials

 

 

Soliciting Material Pursuant to §240.14a-12

 

NCR ATLEOS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

Fee paid previously with preliminary materials.

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

 

 


 

 

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NCR ATLEOS Notice of Annual Meeting and 2024 Proxy Statement

 


 

A Letter from Our President and Chief Executive Officer

Dear fellow NCR Atleos stockholders,

On behalf of our Executive Team and our Board of Directors, thank you for your interest and support of our new Company, NCR Atleos Corporation, or Atleos. We are pleased to share our first ever Atleos proxy statement and annual report.

We successfully separated our Company

NCR Corporation, now NCR Voyix, has been a leader in financial and commerce technology solutions for nearly 140 years. In early 2022, NCR undertook a strategic review that concluded in September of that year with the decision to split into two public companies. The legal separation to create Atleos met aggressive timelines and was successfully completed in about a year. On October 16, 2023, Atleos became an independent publicly traded company with its shares listed on the New York Stock Exchange under the ticker NATL.

We are now NCR Atleos

Atleos holds leadership positions in both of its core self-service banking businesses, supported by steady global demand for cash access and transactions, and growing demand for convenient and efficient access to banking services.

Atleos services over 600,000 ATMs and operates the largest independent network of ATMs in the world with over 80,000 machines. We have 20,000 employees globally with products in 140 countries, a service organization in 60 countries, and ATM networks in 11 countries.

We are uniquely positioned to benefit from the transition of banking technologies toward self-service based offerings and the introduction of shared banking utility services. Emphasizing innovation will allow Atleos to evolve with our financial institution and retail customers, and meet the emerging preferences of their customers. We are committed to our vision of setting the highest standard in self-service financial solutions. We intend to lead from the front and to catalyze lasting value creation for all of our stakeholders.

Atleos demonstrated strong execution in 2023

Overcoming the risk of distraction from the very complicated and time intensive separation transaction, our teams drove financial performance that exceeded our budgets for revenue and profitability. Our recurring revenue growth outpaced the overall growth rate and now represents more than 71% of our top line. Our productivity initiatives delivered significant direct cost savings with streamlined manufacturing and a rebuilt supply chain.

Atleos made significant strategic progress in 2023

While our strategy presumes that the global fleet of ATMs remains relatively stable, we expect to drive growth by generating more revenue per machine across the 600,000 ATMs we service.

The ATM as a Service business (ATMaaS), our full outsource solution for financial institutions, grew by over 40% in its second full year and added over 6,000 units in 2023. We closed the year with more than 20,000 ATMaaS machines implemented and revenue of over $150 million.

Our Network segment has seen impressive topline growth across most regions. In 2023 we added financial institution partners to the network, added card holders, added new functionality and transaction types and launched into new geographies in Portugal and

 


 

Greece. Our revenue per device continued to grow rapidly, end markets remain healthy and cash utilization trends continue to be constructive.

These two key strategic efforts benefit from our unmatched expertise, considerable scale and coverage and leading service capabilities. As financial institutions evolve their retail banking strategy, we stand ready to provide the outsourced solution for self-service financial access. As consumer preferences for transacting shift, we will provide them efficient and safe solutions to complete their transactions.

Thank you

I am extremely grateful for the hard work and dedication of our global Atleos team and am very appreciative of the patience and support our customers and partners showed us as we navigated a very challenging yet rewarding year. I also appreciate our stockholders for your continued interest in our Company and our businesses.

I look forward to a formative and successful 2024.

 

Sincerely,

 

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/s/ Timothy C. Oliver

Timothy C. Oliver

Chief Executive Officer

April 1, 2024

 

 

 

 

 

 

 

 


 

Notice of 2024 Annual Meeting and Proxy Statement

Dear fellow NCR Atleos stockholders,

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) for NCR Atleos Corporation, a Maryland corporation (“Atleos” or the “Company”), that will be held on Tuesday, May 21, 2024 at 12:00 p.m. Eastern Time. This year’s Annual Meeting will conducted as a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the Annual Meeting via a live webcast by visiting www.proxydocs.com/NATL. Prior to the Annual Meeting you will be able to authorize a proxy to vote your shares on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.

The accompanying notice of the Annual Meeting and proxy statement (“Notice”) tell you more about the agenda and procedures for the Annual Meeting. The proxy statement also describes how the Board of Directors of the Company operates and provides information about, among other matters, our director candidates, director and executive officer compensation and certain corporate governance matters. I look forward to sharing more information with you about Atleos at the Annual Meeting.

As in prior years, we are offering our stockholders the option to receive our proxy materials via the Internet. We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail. Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on May 21, 2024.

Sincerely,

/s/ Joseph E. Reece

Joseph E. Reece

Chairman of the Board

April 1, 2024

 


 

Notice of Annual Meeting of Stockholders of NCR Atleos Corporation

Time

12:00 p.m. Eastern Time

Date

Tuesday, May 21, 2024

Place

Virtual Meeting via webcast at www.proxydocs.com/NATL.

The Annual Meeting will be held in a virtual format only on the Internet. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.proxydocs.com/NATL. You will also be able to vote your shares electronically at the Annual Meeting. For more information about our virtual meeting process, please see the Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting section of this proxy statement.

Purpose

The holders of shares of common stock, par value $0.01 per share (the “common stock”), of NCR Atleos Corporation will, voting together as a single class, be asked to:

 

1.
Consider and vote upon the election of eight individuals to the Board of Directors as described in these proxy materials, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies;

2.
Consider and vote to approve, on a non-binding and advisory basis, the compensation of the named executive officers (“Say on Pay”), as described in these proxy materials;

3.
Consider and vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers (“Say on Frequency”), as described in these proxy materials;

4.
Consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

5.
Transact such other business as may properly come before the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment of the Annual Meeting.

 


 

Other Important Information

Record holders of Atleos common stock at the close of business on March 4, 2024 may virtually attend and vote at the Annual Meeting.

Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or they are represented by proxy. Whether or not you plan to virtually attend the Annual Meeting you are encouraged to read the proxy statement and authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the Annual Meeting.

 

Copies of these proxy materials are available at SEC Filings | NCR Atleos Corporation and www.proxydocs.com/NATL. You may also obtain these materials on the SEC website at www.sec.gov or by contacting the Company’s Corporate Secretary at NCR Atleos Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.

 

By order of the Board of Directors,

/s/ Ricardo J. Nuñez

Ricardo J. Nuñez

Executive Vice President, General Counsel and Secretary

April 1, 2024

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 21, 2024

This proxy statement and Atleos’ 2023 Annual Report are available at www.proxydocs.com/NATL. Except to the extent specifically referenced herein, information contained or referenced on our website or social media is not incorporated by reference into and does not form a part of the proxy statement. The Company’s 2023 Annual Report is not proxy soliciting material.

 


 

Table of Contents

 

Proxy Summary

1

Proposal 1 – Election of Directors

10

Nominees for Election

12

More Information About Our Board of Directors

11

Corporate Governance

20

Board Leadership Structure, Risk Oversight and Our Commitment to ESG

22

Committees of the Board

23

Compensation Risk Assessment

27

CHRC Interlocks and Insider Participation

28

Selection of Nominees for Directors

29

Communications with Directors

30

Code of Conduct

31

Director Compensation

31

Proposal 2 – Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers

37

Executive Compensation

38

Board and Compensation and Human Resource Committee Report on Executive Compensation

38

Executive Compensation – Compensation Discussion and Analysis

39

Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables

54

Executive Compensation Tables

56

CEO Pay Ratio Disclosure

77

Related Person Transactions

78

Fees Paid to Independent Registered Public Accounting Firm

86

Board Audit Committee Report

88

Proposal 3 – Say on Frequency

85

Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm for 2024

90

Other Matters

92

Security Ownership of Certain Beneficial Owners and Management

93

Questions Relating to this Proxy Statement – Information about Our Virtual Annual Meeting

95

General Information

101

 

 

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i

2024 Proxy Statement

 


 

 

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information you should consider. We urge you to read the entire Proxy Statement carefully before voting.

Proxy Statement

This Proxy Statement is furnished to stockholders of NCR Atleos Corporation, a Maryland corporation (the “Company” or “Atleos”), in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for exercise at the annual meeting of Atleos’ stockholders to be held on May 21, 2024 (the “2024 Annual Meeting”) and any postponements or adjournments thereof. We are mailing the Notice Regarding the Availability of Proxy Materials to stockholders on or about April 1, 2024.

The Notice Regarding the Availability of Proxy Materials (the “Notice”) directs stockholders to a website where they can access our proxy materials, including this Proxy Statement, the Notice of Annual Meeting of Stockholders, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). If you would prefer to receive a printed set of our proxy materials mailed to you, please follow the instructions set forth in the Notice.

2024 Annual Meeting of Stockholders

 

 

 

 

 

 

 

 

 

 

 

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Date and Time

May 21, 2024

12:00 p.m. Eastern Time

 

Location

www.proxydocs.com/NATL

 

Record Date

Close of Business on

March 4, 2024

 

 

 

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1

2024 Proxy Statement

 


Proxy Summary

Proposals and Voting Recommendations

The holders of shares of common stock are being asked to consider and vote upon the following four proposals:

 

Proposal

 

Votes Required

 

Board Vote

Recommendation

 

Page
Reference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 1: Election of Directors

 

Majority of the

total votes cast for and against

each nominee

 

VOTE FOR
EACH NOMINEE

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 2: Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers as described in these proxy materials

 

Majority of votes cast

 

VOTE FOR

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 3: Say on Frequency: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers as described in these proxy materials

 

Majority of the votes cast(1)

 

VOTE FOR
1 YEAR

 

85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm for the year ending December 31, 2024

 

Majority of votes cast

 

VOTE FOR

 

90

 

 

 

 

 

 

 

 

(1)
In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders.

How to Vote

 

 

 

 

 

 

 

 

 

 

 

Via the Internet

 

By Telephone

 

By Mail

 

 

 

 

 

www.proxypush.com/NATL

 

1-866-647-2142

 

Sign, date and mail your proxy card (record holders)

or your voting instruction form
(beneficial owners)

 

 

Company Overview

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded “ATM as a Service.”

 

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2

2024 Proxy Statement

 


Proxy Summary

We manage our operations in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (T&T).

Self-Service Banking - Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others.
Network - Provides a cost-effective way for financial institutions, fintechs, neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCash. We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, and our LibertyX business gives consumers the ability to buy and sell Bitcoin.
T&T - Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.

Separation from NCR Voyix Corporation

On October 16, 2023, Atleos was spun-off from its former parent company (the "Separation"), NCR Corporation (now known as NCR Voyix Corporation or "Voyix" and referred to as "NCR Corp" prior to the Separation) and has since operated as an independent, standalone public company. The Separation was achieved by means of a pro-rata distribution of all of Atleos’ common stock to Voyix's stockholders at the close of business on October 2, 2023. Each holder of Voyix's common stock received one share of Atleos’ common stock for every two shares of Voyix common stock held as of the close of business on October 2, 2023, plus cash in lieu of fractional shares. On October 17, 2023, the Company commenced trading as an independent public company under the ticker symbol “NATL” on the New York Stock Exchange (“NYSE”).

Following the Separation, Voyix does not beneficially own any shares of Atleos common stock and will no longer consolidate Atleos results with any Voyix results.

Although Atleos and Voyix currently operate as separate companies, the rules and regulations of the SEC and the NYSE require that we provide certain information, including compensation information for our directors and named executive officers, for a period of time prior to the Separation. We have sought to clearly indicate throughout this Proxy Statement what information relates to Atleos prior to the Separation, and what information relates to Atleos following the Separation.

 

 

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2024 Proxy Statement

 


Proxy Summary

Corporate Governance Highlights

 

Director Independence & Oversight

Seven of our eight directors are independent
Our Board currently has an Independent Chairman. The Board believes its leadership structure, as well as the Company’s leadership structure, function cohesively and serve the best interests of the Company based on the Company’s strategy and ownership structure
The Audit Committee, Compensation and Human Resource Committee, and Nominating & Governance Committee each consist entirely of independent directors

Director Qualifications & Evaluation

Our Board will review committee and director performance through an annual process of self-evaluation

Stockholder Rights & Engagement

All of our directors will stand for election each year for one-year terms
Our bylaws provide for a majority voting standard in uncontested elections; provided, however that directors will be elected by a plurality voting standard in contested elections
Our officers and directors have rigorous stock ownership guidelines

Corporate Responsibility

Our Board has active oversight of our strategy and risk management, including data privacy, ethics and compliance, cybersecurity, human capital management and sustainability risks
Our Board has adopted anti-hedging, anti-pledging and clawback policies

Board Composition Highlights

Our Board holds a diverse range of backgrounds, viewpoints and skills that enable its effectiveness and proactiveness and is committed to actively seeking highly qualified women and individuals from historically underrepresented director candidates for consideration. The Board, with input from the Nominating and Governance Committee, is responsible for periodically determining the appropriate skills, perspectives, experiences, and characteristics required of Board candidates, taking into account the Company's needs, strategy, and current make-up of the Board. Additionally, our Board continues to uphold and focus on the independence of Board members and has adopted the definition of independence described in the director independence requirements for NYSE listed companies.

 

 

 

 

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4

2024 Proxy Statement

 


Proxy Summary

 

Board Composition at a Glance

 

 

 

 

Ethnic Diversity

Gender Diversity

Independence

Average Age

 

 

 

 

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Committee
Membership

Name and Principal Occupation

 

Age

 

Independent

 

Audit

 

CHRC

 

NGC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Odilon Almeida, Jr.

Operating Partner
Advent International

 

62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mary Ellen Baker

Former Executive Vice President & Head of Business
Services Citizens Financial Group (Citizens Bank)

 

65

 

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark W. Begor

Chief Executive Officer
Equifax, Inc.

 

65

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michelle McKinney Frymire

Former Chief Executive Officer

CWT (formerly Carlson Wagonlit Travel)

 

57

 

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frank A. Natoli

Chief Operating Officer

Associated Materials, LLC

 

59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy C. Oliver

President & Chief Executive Officer
NCR Atleos

 

55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph E. Reece

Chairman of the Board
NCR Atleos

 

62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffry H. von Gillern

Former Vice Chairman of Technology and Operations
Services U.S. Bancorp

 

58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHRC = Compensation and Human Resource Committee

NGC = Nominating and Governance Committee

 

 

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2024 Proxy Statement

 


Proxy Summary

Executive Compensation Highlights

Executive Compensation Philosophy and Design

We are committed to clear, transparent executive compensation programs that drive company performance and encourage the interests of our executives to be aligned with those of stockholders. As described in the Compensation Discussion and Analysis section below, all compensation programs and amounts presented in this Proxy Statement were for fiscal 2023 and made by the compensation committee and leadership of our former parent company, NCR. The Atleos Compensation and Human Resource Committee (the “CHRC”) was not established until the Separation in October of 2023.

 

Further details about executive compensation decisions are described in the Executive Compensation - Compensation Discussion and Analysis beginning on page 39.

Risk Management Highlights

Oversight

Atleos is committed to a strong oversight mechanism of material risks. The Atleos Board has oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for our overall operational, information security, strategic, reputational, technology, sustainability, and other risks, including matters relating to diversity, equity and inclusion (“DE&I”), environment, health and safety, sustainability, business continuity planning (“BCP”), third-party risk management (“TPRM”), and the security of our personnel and physical assets. Atleos’ management will be responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives. In particular, the Audit Committee will assist the Atleos Board in its oversight of risk management.

Our Chief Risk Officer has primary oversight for the Company’s ERM programs, including BCP and TPRM, details of which are reported to the Audit Committee. Atleos’ ERM programs support the Company’s strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives:

Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities
Establish clear roles and responsibilities in support of the Company’s risk management activities
Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances
Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to Atleos’ executive leadership and Board
Provide relevant training to executives, managers and employees.

 

 

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2024 Proxy Statement

 


Proxy Summary

In addition to the Chief Risk Officer, our Chief Compliance Officer has a direct channel to the Board. Further, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board. All of these channels to the Board are designed to prevent risks and initiatives from being siloed into one channel and provide a clear and accurate picture of the Company’s evolving risk landscape.

Business Ethics and Integrity

Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncratleos.com/corporate-goverance-docs/ncr-atleos_atleos-code-of-conduct.pdf.

Everyone at Atleos will be required to take our Code of Conduct training annually. Our Code of Conduct training is currently available in 16 languages. Training will be revised annually, taking into account the prior year’s compliance matters and the Company’s compliance risks.

Our Ethics and Compliance Program is responsible for managing the Company’s adherence to the Code of Conduct. Further, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board.

Data Protection, Privacy and Security

At Atleos, we are proud of our data protection, cybersecurity, and privacy programs. These initiatives receive oversight from the Audit Committee, as well as several members of our Executive Leadership Team including the Chief Operating Officer, General Counsel, Chief Security & Cash Operations Officer, and Chief Information & Technology Officer. Atleos’ Chief Security & Cash Operations Officer, Chief Information & Technology Officer and Chief Privacy Officer are responsible for management of these programs. Additional support is provided by our Chief Risk Officer and our Chief Compliance Officer.

Atleos supports appropriate privacy protections for those with whom we interact. We foster a culture that values the privacy rights of individuals. Under the direction of Atleos’ Chief Privacy Officer, the program offers thought leadership, advice and guidance on privacy practices such as: complying with privacy laws and regulations; designing solutions with privacy in mind; implementing contracts governing intracompany activities; minimizing the collection of data; providing meaningful notice and choice; and safeguarding information. The program is supported by a privacy attorney, privacy program managers within the business, and data protection officers in various locations internationally. Many of these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.

Under the direction of Atleos’ Chief Security & Cash Operations Officer, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets. Also, we employ various information technology and protection methods designed to promote data security including firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption.

 

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2024 Proxy Statement

 


Proxy Summary

 

To further our commitment to data privacy and cybersecurity:

Atleos maintains the ISO 27001 certification for certain locations throughout the United States, Europe, and India
Third-party audits for PCI-DSS, PA-DSS and SSAE-18 SOC2 are conducted for certain service offerings
Atleos maintains a robust information security awareness and training program. Employees and contingent workers are required to complete training within 30 days of hire, as well as an annual refresher course. Additionally, Atleos performs regular testing to help ensure employees can identify email “phishing” attacks
Atleos’ corporate insurance policies include certain information security risk policies that cover network security, privacy and cyber events
Our Atleos Privacy Policy can be found on the Company website for further viewing at https://www.ncratleos.com/privacy

Diversity, Equity and Inclusion

 

At Atleos, we believe a diverse workforce improves our customer relationships and enables us to understand regional and local nuances of the markets in which we operate. Approximately 81% of our workforce is based outside of the U.S. Accordingly, we strive to build a globally inclusive workplace where all people are treated fairly. We seek to include everyone, lead with empathy, and make our communities better.

We are proud to have two female directors serving on our Board. Notably, two-thirds of the Board’s committees are chaired by women.

Diversity by the numbers*

 

56

19%

39%

29%

countries in which approximately 20,000 of our employees reside

 

81% of our workforce is based outside
of the U.S.

of our global workforce
self-identify as women

of our U.S. workforce
self-identify as
 ethnically and/or racially diverse

of our U.S.
management positions
 are held by people who self-identify as women

* Based on data as of December 31, 2023, for NCR Atleos Corporation and its subsidiaries.

Environmental Management

 

We are committed to managing our environmental footprint in the global communities in which we operate. We strive to minimize the environmental impact of our products and operations while also delivering innovative technologies and solutions designed to support businesses and consumers in their efforts to operate responsibly. For example, Atleos uses remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint.

 

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8

2024 Proxy Statement

 


Proxy Summary

We recognize the importance of minimizing our environmental footprint through energy and greenhouse gas ("GHG") management. That is why we report our Scope 1 and Scope 2 emissions from our global facilities and service operations through CDP (formerly Carbon Disclosure Project). We will complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact.

We are proud to publicly disclose our Scope 1 and Scope 2 GHG emissions data, which has been measured and calculated in alignment with the GHG Protocol Standard. Our emissions data for 2023 is as follows:

Scope 1 – 143,650 mtCO2e

Scope 2 – 4,917 mtCO2e

The reported data for 2023 includes absolute GHG emissions from Scope 1 (generation of heat and transportation) and Scope 2 (generation of purchased electricity) for Atleos business units operating as part of NCR Corporation from January 1, 2023 through the Separation of Atleos on October 16, 2023 and as a standalone business through the balance of 2023 post-separation. This 2023 data will be used as the baseline year for future reporting in line with the GHG Protocol Standard reporting methodology.

We are committed to continued accuracy and transparency and regularly refine our data collection and calculation methodology.

 

 

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9

2024 Proxy Statement

 


 

Proposal 1 – Election of Directors

The Board of Directors recommends that you vote FOR each of Odilon Almeida, Jr., Mary Ellen Baker, Mark W. Begor, Michelle McKinney Frymire, Frank A. Natoli, Timothy C. Oliver, Joseph E. Reece and Jeffry H. von Gillern for election as a director of the Company, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies.

The holders of shares of common stock are being asked to consider and vote on each of the eight director nominees up for election, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. Proxies solicited by the Board and properly authorized will be exercised FOR the election of each of the eight nominees: Odilon Almeida, Jr., Mary Ellen Baker, Mark W. Begor, Michelle McKinney Frymire, Frank A. Natoli, Timothy C. Oliver, Joseph E. Reece and Jeffry H. von Gillern, unless you elect to vote against or abstain from voting with regard to any nominee. The Board has no reason to believe that any of these nominees will be unable to serve. However, if one of them should become unable to serve prior to the Annual Meeting, the proxies may vote for another person recommended by the Nominating and Governance Committee and nominated by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting.

How Does the Board Recommend that I Vote on this Proposal?

 

The Board of Directors recommends that you vote FOR the election of each nominee for director.

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Vote FOR each of Odilon Almeida, Jr., Mary Ellen Baker, Mark W. Begor, Michelle McKinney Frymire, Frank A. Natoli, Timothy C. Oliver, Joseph E. Reece and Jeffry H. von Gillern as directors, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. Properly authorized proxies received by the Board will be voted FOR all nominees for which the stockholder may vote unless they specify otherwise.

Vote Required for Approval

The affirmative vote of a majority of the total votes cast for and against each nominee by the holders of our common stock (in person via attendance at the virtual Annual Meeting or by proxy), is required to elect each nominee. Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the vote required to elect each of these director nominees.

 

 

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10

2024 Proxy Statement

 


Proposal 1 – Election of Directors

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

 

 

 

 

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Individual Skills / Qualifications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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CEO or President Leadership Experience as a chief executive officer or president in a major organization

 

 

 

62.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Communications & Marketing Experience in communications and marketing

 

 

 

62.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Compliance Experience in developing, managing or overseeing an ethics or compliance program

 

 

 

62.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ERM & Cybersecurity Experience in enterprise risk management (ERM) and cybersecurity

 

 

 

62.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ESG Experience in environmental, social and governance (ESG), community affairs and/or corporate responsibility including sustainability, diversity and inclusion

 

 

75%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Financial Literacy Experience or expertise in financial accounting and reporting or financial management.

 

87.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Global Business & Culture Experience and exposure to markets and cultures outside the United States

 

87.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Government or Regulatory Affairs Experience leading a major organization in government or regulatory affairs

 

 

 

 

50%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Human Capital Management Experience in human resources and labor relations (including compensation) management, and fostering talent

 

 

75%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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M&A or Corporate Finance Experience in mergers and acquisitions, capital structure strategy, corporate debt or capital markets

100%

 

 

 

 

 

 

 

 

 

 

 

Individual Industry Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Banking Background Experience in the banking industry

 

87.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Public Company Board Service Experience as a board member of another publicly traded company

 

 

 

62.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Strategic Transformation Leadership experience driving strategic direction and growth of an organization shifting its business strategy

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Technology or Software Experience implementing technology or software strategies for long-term research and development planning and strategy

 

 

75%

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

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11

2024 Proxy Statement

 


Proposal 1 – Election of Directors

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.

 

 

 

 

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Odilon Almeida, Jr.

Director

Age: 62

Atleos Committees:

Audit, Nominating and Governance

 

Odilon Almeida, Jr. is an Operating Partner at Advent International, one of the world’s largest and most experienced global private equity firms, with over 345 investments across 41 countries. Previously, from 2021 to 2023, Mr. Almeida served as President, Chief Executive Officer, and a member of the Board of Directors of ACI Worldwide (“ACIW”), a $1.5 billion global software provider of mission-critical real-time payment solutions with operations in over 80 countries. From 2019 to 2020, Mr. Almeida was an operating partner for Advent International. During his 17-year tenure (2002-2019) at Western Union (“WU”), the global leader in cross-border and cross-currency money movement, Mr. Almeida advanced through increasingly significant general management and operating roles at WU, including President of Western Union Global Money Transfer, where he headed the company’s $5 billion consumer business in over 200 countries and territories. From May 2015 to May 2023, Mr. Almeida served on the board of Millicom International (“TIGO”), a leading provider of fixed and mobile telecommunications services. Mr. Almeida became a director of NCR Atleos on October 16, 2023.

 

Qualifications: Mr. Almeida's qualifications include his extensive experience as a global leader with a strong track record of value creation in the financial, fintech and technology sectors. Over his 40-year career, he has set strategy and led growth acceleration through organic expansion, as well as the acquisition and integration of new businesses. He has proven expertise in leading digital transformation, accelerating global growth, and corporate governance.

 

Other Current Public Directorships: None

 

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12

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

 

 

 

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Mary Ellen Baker

Director

Age: 65

Atleos Committees:

Audit (Chair)

 

Mary Ellen Baker most recently served as Executive Vice President and Head of Business Services for Citizens Financial Group (Citizens Bank) from August 2016 to June 2022. She also served as a member of Citizens Bank's executive committee while co-leading the bank’s multi-year transformation program focused on digitization, next-generation technology and deployment of advanced analytics. Prior to joining Citizens Bank in 2016, Ms. Baker was an Executive Vice President at PNC Financial Services (“PNC”), where she was the interim Chief Technology Officer and the Executive Vice President of Enterprise Services. Prior to PNC, Ms. Baker spent ten years with Bank of America as a Senior Vice President in several executive roles including the Head of Consumer & Small Business Technology and Operations. Ms. Baker currently serves as a member of the Board of Directors of Metallus, Inc. Ms. Baker became a director of NCR Atleos on October 16, 2023.

 

Qualifications: Ms. Baker’s qualifications include her significant leadership and management experience; financial services industry technology and innovation experience; and her current experience as a director and committee member of other public companies.

 

Other Current Public Directorships: Metallus, Inc.

 

 

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13

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

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Mark W. Begor

Director

Age: 65

Atleos Committees:

Compensation and Human Resource (Chair)

 

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

 

Qualifications: Mr. Begor’s qualifications include extensive leadership roles; his industry expertise; his current and prior experience as a director and committee member of other public companies; and his independence.

 

Other Current Public Directorships: Equifax, Inc.

 

 

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14

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

 

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Michelle McKinney Frymire

Director

Age: 57

Atleos Committees:

Compensation and Human Resource, Nominating and Governance (Chair)

 

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

 

Qualifications: Ms. Frymire’s qualifications include her extensive executive-level experience, including in the technology, travel and hospitality sectors; her extensive experience in finance and financial expertise; her current experience as a director and committee member of other public companies; and her independence.

 

Other Current Public Directorships: Cedar Fair, L.P.; Sonder Holdings Inc.

 

 

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15

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

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Frank A. Natoli

Director

Age: 59

Atleos Committees:

Compensation and Human Resource, Nominating and Governance

 

Mr. Natoli currently serves as Chief Operating Officer of Associated Materials, LLC, a vertically integrated building products company with $1.6 billion in annual revenues. From 2020 to March 2023, Mr. Natoli served as Chief Operating Officer at Springs Window Fashions LLC, a leading global provider of custom window coverings. Mr. Natoli joined Springs Window Fashions, LLC, in 2018 as Executive Vice President, Integrated Supply Chain. In this position, he led the company’s supply chain operations. He also managed the company’s manufacturing footprint as well as the supply chain, procurement, and quality functions. Prior to joining Springs Window Fashions LLC, Mr. Natoli was with Diebold Nixdorf, Inc., (“Diebold”) for 13 years where he held a number of positions of increasing responsibility in technology, operations, transformation and business process improvement. In 2018, Mr. Natoli served as Head of Operations for Diebold and oversaw their global manufacturing and supply chain. From 2012 to 2017, he was Executive Vice President and Chief Innovation Officer and led their global research and development organization, including Diebold’s global engineering, marketing, product management and technology groups. Prior to that, he worked as Vice President and Chief Technology Officer where he was responsible for leading the technology and engineering development group in creating products that meet customers’ needs. He also led support of the company’s service business to improve reliability and align technology with corporate strategies. Prior to that, he also served as Vice President of Operational Excellence and Vice President of Business Transformation. Before joining Diebold in 2005, Mr. Natoli spent 23 years in the automotive industry in engineering, manufacturing and operations roles. Mr. Natoli became a director of NCR Atleos on October 16, 2023.

 

Qualifications: Mr. Natoli’s qualifications include his extensive executive-level experience and his industry expertise including in the financial services industry and bank technology processing.

 

Other Current Public Directorships: None

 

 

 

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16

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

 

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Timothy C. Oliver

President and Chief Executive Officer

Age: 55

 

 

Timothy (Tim) C. Oliver is the President and Chief Executive Officer of Atleos, a position he has held since October 16, 2023. Most recently, Tim served as Chief Financial Officer for NCR Voyix, from July 13, 2020 to October 16, 2023, and was responsible for all aspects of its financial stewardship, compliance and balance sheet management, working with the investor community and partnering with the business units to ensure customer success and profitability. Mr. Oliver served as President and Chief Financial Officer of Spring Window Fashions, LLC, a consumer goods company, and a member of the company's leadership team from 2019 to July of 2020. In this role he focused on, among other things, aligning the company's business portfolio and growth initiatives with its finance strategy. From 2011 to 2019, he served as Chief Financial Officer of the Goldstein Group Inc. (GGI), a privately held conglomerate, and President and Chief Financial Officer of its subsidiary, Alter Trading Corporation (Alter), a privately held metal recycler and broker company. Mr. Oliver also served as President during the last three months in his role at Alter. Before joining GGI and Alter, he was the Senior Vice President and Chief Financial Officer of MEMC Electronic Materials, Inc., a publicly held technology company (now SunEdison, Inc.), from 2009 to 2011, and Senior Executive Vice President and Chief Financial Officer of Metavante Technologies, Inc., a publicly held bank technology processing company, from 2007 to 2009. He also previously served as Vice President and Treasurer of Rockwell Automation, Inc. (Rockwell Automation), an industrial automation and digital transformation company, from 2005 to 2007. Before joining Rockwell Automation, he was Vice President for Investor Relations and Financial Planning at Raytheon Company. Mr. Oliver became a director of NCR Atleos on October 16, 2023.

 

Qualifications: Mr. Oliver’s qualifications include his deep experience and expertise in our business, proven leadership through the development of his own teams, and exceptional amount of care for our customers, employees and communities. A seasoned corporate finance executive, Tim brings three decades of experience and a successful record of integrating advanced technologies, transforming portfolios and managing economic uncertainties. Tim has worked in the manufacturing, technology and software business sectors and brings accounting expertise and deep experience in mergers and acquisitions, investor relations and financial planning.

 

Other Current Public Directorships: None

 

 

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17

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

 

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Joseph E. Reece

Chairman of the Board

Age: 62

 

 

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

 

Qualifications: Mr. Reece’s qualifications include his current and prior experience as a director of other public companies; his significant finance and investment experience; his broad industry experience; his experience leading companies in operational, financial and strategic matters; and his independence.

 

Other Current Public Directorships: Compass Minerals, Inc.

 

 

 

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18

2024 Proxy Statement

 


Proposal 1 – Election of Directors

 

 

 

 

 

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Jeffry H. von Gillern

 

Age: 58

Atleos Committees:

Audit, Nominating and Governance

 

Jeffry H. von Gillern most recently served as Vice Chairman of Technology and Operations Services for U.S. Bancorp and as a member of the Managing Committee of U.S. Bancorp, a position he held from July 2010 to December 31, 2023. In this role, he reported directly to the Chief Executive Officer and Chairman, and was responsible for a substantial annual investment portfolio of projects and led a group of approximately 25,000 staff resources. Mr. von Gillern joined U.S. Bancorp in 2001 as Executive Vice President and he assumed the additional role of Chief Information Officer (“CIO”) in 2007 which he served until 2010. As CIO, he managed a number of important projects and led and supported numerous bank acquisitions, large scale technology upgrades and multiple complex portfolio conversions. Prior to joining U.S. Bancorp, he served as Chief Information Officer of IronPlanet, a leading online marketplace for selling and buying used construction equipment, trucks and government surplus from 2000 to 2001. Prior to that, he was a Senior Vice President at Visa International, where he spent 12 years. Mr. von Gillern was the Lead Director of ViewPointe LLC from 2010 until 2015, and was a Board Director of Syncada, LLC, from 2010 until 2014 and is currently a Board Director and Treasurer of Childrens Hospital of Minnesota. Mr. von Gillern became a director of NCR Atleos on October 16, 2023.

 

Qualifications: Mr. von Gillern’s qualifications include his significant leadership and management experience; financial services industry experience and technology and innovation experience.

 

Other Current Public Directorships: None

 

 

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19

2024 Proxy Statement

 


 

Corporate Governance

General

The Board is elected by the stockholders of the Company to oversee and direct the management of the Company. The Board acts as an advisor to senior management and monitors its performance. The Board reviews the Company’s strategies, financial objectives, and operating plans. It also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company’s compliance efforts.

To help discharge its duties and responsibilities, the Board has adopted the Corporate Governance Guidelines that address significant corporate governance issues, including, among other things: the size and composition of the Board; director independence; Board leadership; roles and responsibilities of the Board; risk oversight; director compensation and stock ownership; committee membership and structure, meetings and executive sessions; and director selection, training and retirement. The Corporate Governance Guidelines, as well as the Board’s committee charters, are found under “Corporate Governance” on the “Company” page of Atleos’ website at https://www.ncratleos.com/about-us/corporate-governance. You also may obtain a written copy of the Corporate Governance Guidelines, or any of the Board’s committee charters, by writing to Atleos’ Corporate Secretary at the address listed in the Communications with Directors section of this proxy statement.

Independence

In keeping with our Corporate Governance Guidelines policy, a substantial majority of our Board is independent, which exceeds the NYSE listing standards. The Board has adopted the definition of independence described in the director independence requirements for NYSE listed companies. The Board may amend this definition in the future; if it does, it will disclose the revised definition.

Consistent with our Corporate Governance Guidelines and the NYSE listing standards, on an annual basis the Board, with input from the Nominating and Governance Committee, determines whether each non-employee Board member is considered independent. In doing so, the Board takes into account the factors listed below and such other factors as it may deem relevant. In analyzing the independence of our directors, we did not identify or consider any transactions, relationships or arrangements that would potentially render a director not independent:

has not been an employee of the Company or any of its affiliates, or otherwise affiliated with the Company, or any of its affiliates, within the past five years;
has not been affiliated with or an employee of the Company’s present or former independent auditors or its affiliates for at least five years after the end of such affiliation or auditing relationship;
has not for the past five years been a paid advisor, service provider or consultant to the Company or any of its affiliates or to an executive officer of the Company or an employee or owner of a firm that is such a paid advisor, service provider or consultant;
does not, directly or indirectly, have a material relationship (such as being an executive officer, director, partner, employee or significant stockholder) with a company that has made payments to or received payments from the Company that exceeded, in any of the previous three fiscal years, the greater of $1 million or 2% of the other company’s consolidated gross revenues;

 

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is not an executive officer or director of a foundation, university or other non-profit entity receiving significant contributions from the Company, including contributions in the previous three years that, in any single fiscal year, exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues;
has not been employed by another corporation that has (or had) an executive officer of the Company on its board of directors during the past five years;
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
is not and has not been for the past five years, a member of the immediate family of (i) an officer of the Company, (ii) an individual who receives or has received during any twelve-month period more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service, (iii) an individual who, with respect to the Company’s independent auditors or their affiliates, is a current partner or a current employee personally working on the Company’s audit or was a partner or employee and personally worked on the Company’s audit, (iv) an individual who is an executive officer of another corporation that has (or had) an executive officer of the Company on its board of directors, (v) an executive officer of a company that has made payment to, or received payments from, the Company in a fiscal year that exceeded the greater of $1 million or 2% of the other company’s consolidated gross revenues, or (vi) any director who is not considered an independent director.

The Board has affirmatively determined that all of the Company’s non-employee directors and nominees, namely Odilon Almeida, Jr., Mary Ellen Baker, Mark W. Begor, Michelle McKinney Frymire, Frank A. Natoli, Joseph E. Reece and Jeffry H. von Gillern, are independent in accordance with the NYSE listing standards and the Corporate Governance Guidelines.

New Director Orientation

As provided in the Corporate Governance Guidelines, the Company has an orientation process for new directors that includes background material, visits to Company facilities, and meetings with senior management to familiarize the directors with the Company’s strategic and operating plans, key issues, corporate governance, Code of Conduct, and the senior management team. Atleos manages an extensive director orientation program designed to meet the objectives above and comprehensively brief new board members. We expect any new director who joins the Board to complete a similar program. The program includes the provision of written materials to the new directors and onsite or virtual meetings and training with members of the Company’s Executive Leadership Team, including, among others, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel and Secretary, Chief Information Officer, Chief Audit Executive and various business leaders, as well as other key senior management employees. The program enables the new directors to thoroughly understand the Company’s business and strategic initiatives, as well as overall governance and processes, including, among other things, the Company’s organization, the Company charter, bylaws, Board committee charters, the Company Code of Conduct, and Corporate Governance Guidelines.

 

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Board Leadership Structure, Board Committees and Risk Oversight

Leadership Structure

Our Board is committed to independent leadership and acknowledges there are different structures available to achieve that objective. Our Board has the flexibility to determine a leadership structure as it deems best for the Company from time to time. Under our Corporate Governance Guidelines, the Board shall appoint a Chair of the Board and the Board does not have a guideline on whether the role of Chair should be held by a non-employee or independent director. In the event the positions of Chairman and Chief Executive Officer are held by the same person or if the Chairman is a management employee or a non-independent Director, the independent directors of the Board will select a Lead Director from the independent directors. If the positions of Chair of the Board and Chief Executive Officer are held by the same person or if the Chair is a management employee or a non-independent director, the roles of the Chair and the independent Lead Director will be as set forth in Exhibit B to the Corporate Governance Guidelines.

Currently the roles of Chair and Chief Executive Officer are separated, with Joseph E. Reece serving as a non-employee independent Chairman and Timothy C. Oliver serving as Chief Executive Officer. Our Board believes this provides an effective leadership model for Atleos and our Board to help ensure effective independent oversight at this time. However, the Board believes that the determination of whether to have an executive or non-executive Chair and whether to combine or split the roles of Chair and Chief Executive Officer, should be made based on the best interests of the Company in light of the circumstances of the time. Accordingly, the Board will periodically evaluate its leadership structure.

Additionally, further structural balance is provided by the Company’s well-established corporate governance policies and practices, including its Corporate Governance Guidelines:

Board Independence: Independent directors account for seven out of eight current Board members and make up all of the members of the Board’s Compensation and Human Resource Committee, Audit Committee, and Nominating and Governance Committee.
Board Diversity: We believe our eight director nominees, including two women and one ethnically diverse director, represent a well-rounded and diverse range of backgrounds, skills and experience. We will continue to incorporate and prioritize diversity on our Board across a range of factors including age, race, gender, ethnicity, geographic knowledge, industry experience, tenure, and culture.
Board Preparedness: Board and committee agendas are prepared by their independent chairs, based on discussions with directors and recommendations from senior management.
Board Schedules: All directors are encouraged to request agenda items, additional information and/or modifications to schedules as they deem appropriate.

 

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Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation and Human Resource Committee, and the Nominating and Governance Committee. All members of each of these committees are independent Board members.

The Board has adopted a written charter for each standing committee that sets forth the committee’s mission, composition and responsibilities. Each charter can be found under “Committee Memberships and Charters” on the “Corporate Governance” page of Atleos’ website at https://www.ncratleos.com/about-us/corporate-governance/committee-memberships-and-charters.

Director Attendance

All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Even though we only became an independent public company in October 2023, the Board still held two meetings in 2023, each of the CHRC and Audit Committee held two meetings, while the Nominating and Governance Committee held one meeting. In 2023, each director attended 100% of the total number of meetings of the Board and of the Committees on which each such director served during the period in which they served.

Audit Committee

The Audit Committee is the principal agent of the Board in overseeing: (i) the quality and integrity of the Company’s financial statements; (ii) the assessment of financial risk and risk management programs; (iii) the independence, qualifications, engagement and performance of the Company’s independent registered public accounting firm; (iv) the performance of the Company’s Internal Audit Department; (v) the integrity and adequacy of internal controls; and (vi) the quality and adequacy of disclosures to stockholders. Among other things, the Audit Committee also:

selects, evaluates, sets compensation for and, where appropriate, replaces the Company’s independent registered public accounting firm;
pre-approves all audit and non-audit services provided to the Company by its independent registered public accounting firm;
reviews and discusses with the Company’s independent registered public accounting firm its services and quality control procedures and the Company’s critical accounting policies and practices;
regularly reviews the scope and results of audits performed by the Company’s independent registered public accounting firm and internal auditors;
prepares the report required by the SEC to be included in the Company’s annual proxy statement;
meets with management to review the adequacy of the Company’s internal control framework and its financial, accounting, reporting and disclosure control processes;
reviews the Company’s periodic SEC filings and quarterly earnings releases;
discusses with the Company’s Chief Executive Officer and Chief Financial Officer the procedures they follow to complete their certifications in connection with Atleos' periodic filings with the SEC;

 

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reviews the Company’s compliance with legal and regulatory requirements; and
reviews the effectiveness of the Internal Audit function, including compliance with the Institute of Internal Auditors’ International Professional Practices Framework for Internal Auditing consisting of the Definition of Internal Auditing, Code of Ethics and the Standards.

All members of the Audit Committee during 2023 were, and the current members are, independent and financially literate as determined by the Board under applicable SEC rules and NYSE listing standards. In addition, the Board has determined that the current members of the Audit Committee, Ms. Baker, Mr. Almeida and Mr. von Gillern, are each an “audit committee financial expert,” as defined under SEC regulations. The Board has also determined that each member of the Audit Committee is independent based on independence standards set forth in the Corporate Governance Guidelines, the listing standards of the NYSE and the applicable rules of the SEC. No member of the Audit Committee may receive any compensation, consulting, advisory or other fees from the Company, other than the Board compensation described below under the Director Compensation section in this proxy statement, as determined in accordance with applicable SEC rules and NYSE listing standards. Members serving on the Audit Committee are limited to serving on no more than two other audit committees of public company boards of directors, unless the Board evaluates and determines that these other commitments would not impair the member’s effective service to the Company.

The Audit Committee also assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management, or ERM framework for the Company’s overall operational, information security, strategic, reputational, technology, and other risks. In addition, the Audit Committee assists the Board in fulfilling its oversight responsibilities for matters relating to diversity, equity and inclusion, as well as matters relating to the health, environment, safety, sustainability, and the security of personnel and physical assets. Among other things, the Audit Committee also:

monitors all enterprise risks and reviews and discusses with management the Company’s policies, procedures, and standards for identifying and managing enterprise risk, and the Company’s compliance with and performance against those policies, procedures and standards;
reviews and discusses with executive management the Company’s ERM strategy and ERM controls, including the Company’s business continuity plans;
oversees the Company’s technology planning and strategy, including integration, investments, expenditures, innovation, modernization and response to client, competitor, market and industry trends and disruptions;
reviews and discusses with executive management and oversees the Company’s data security risk strategy and data security risk policies and controls;
conducts periodic assessments of the state of the Company’s management culture;
reviews and discusses with executive management the Company’s major risk exposures and the steps taken to monitor and control such exposures;
considers the Company’s risk capacity and strategic risks; and
oversees emerging risks presented by economic, societal, environmental, regulatory, geo-political, competitive landscape or other conditions, and the business opportunities arising from such emerging risks.

 

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Compensation and Human Resource Committee

The Compensation and Human Resource Committee (“CHRC”) provides general oversight of the Company’s management compensation philosophy and practices, benefit programs, strategic workforce initiatives, and leadership development plans. In doing so, the CHRC reviews and approves total compensation goals, objectives and programs, and the competitiveness of total compensation practices covering executive officers and senior executives reporting directly to the CEO. Among other things, the CHRC also:

evaluates executive officer performance levels and determines their base salaries, incentive awards and other compensation;
discusses its evaluation and compensation determinations for the Chief Executive Officer at Board executive sessions;
reviews executive compensation plans, including incentive and equity-based compensation plans and recommends them for Board approval;
oversees our compliance with SEC and NYSE compensation-related rules;
reviews and approves executive officer employment, severance, and change in control plans and any special or supplementary compensation and benefits;
reviews management proposals for significant organizational changes;
periodically assesses compensation program risks;
monitors compliance with the Company’s stock ownership guidelines;
reviews recommendations for major changes in compensation, benefit and retirement plans applicable to all employees;
oversees management succession and development; and
retains an independent compensation consultant to assist in fulfilling the above responsibilities.

The CHRC may delegate its authority to the Company’s Chief Executive Officer and/or other appropriate delegates to make equity awards to individuals (other than executive officers) in limited instances.

 

To assist in review and oversight of our executive compensation programs, the CHRC retained Farient Advisors LLC ("Farient") in 2023 after reviewing all factors relevant to its independence from management under applicable SEC rules and NYSE listing standards, and concluding that Farient was independent and its work did not raise any conflict of interest. In early 2024, the CHRC undertook a review and selected FW Cook, an independent national executive compensation consulting firm. FW Cook was selected based on their experience and capability to support the post-spin objectives of the CHRC and assist in the review and oversight of our executive compensation programs.

 

The Board has determined that each member of the CHRC is independent based on independence standards set forth in the Corporate Governance Guidelines which reflect NYSE listing standards and satisfies the additional provisions specific to compensation committee membership set forth in the NYSE listing standards.

 

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Nominating and Governance Committee

The Nominating and Governance Committee (the “Governance Committee”) is responsible for reviewing the Board’s corporate governance practices and procedures, including the review and approval of each related party transaction under the Company’s Related Person Transaction Policy (unless the Governance Committee determines that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board), and the Company’s ethics and compliance program. Among other things, the Governance Committee also:

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;
reviews the composition of the Board and the qualifications of persons identified as prospective directors, recommends the candidates to be nominated for election as directors, and, in the event of a vacancy on the Board, recommends any successors;
recommends to the Board the assignment of directors to various committees of the Board;
recommends criteria and process to assess the Board’s performance, and conducts an evaluation of the Board based on such criteria;
reviews the Company’s charter, bylaws and Corporate Governance Guidelines, including the Director Qualification Guidelines and independence standards, and makes any recommendations for changes, as appropriate; and
monitors compliance with independence standards established by the Board.

The Governance Committee is authorized to engage consultants to review the Company’s director compensation program.

The Board has determined that each member of the Governance Committee is independent based on independence standards set forth in the Corporate Governance Guidelines, which reflect the listing standards of the NYSE.

Risk Oversight

As a part of its oversight responsibilities, the Board regularly monitors management’s processes for identifying and addressing areas of material risk to the Company, including operational, financial, cybersecurity, legal, regulatory, strategic, sustainability and reputational risks. In doing so, the Board receives regular assistance and input from its committees, as well as regular reports from members of the Executive Leadership Team and other members of senior management. While the Board and its committees provide oversight, management is responsible for implementing risk management programs, supervising day-to-day risk management and reporting to the Board and its committees on these matters.

Audit Committee: The Audit Committee reviews in a general manner the guidelines and policies governing the process by which the Company conducts risk assessment and risk management. The Audit Committee receives periodic updates on material risks and compliance items from the Company’s Chief Risk Officer and Chief Compliance Officer. The Audit Committee has oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (ERM) framework.

 

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CHRC and Governance Committee: The CHRC regularly considers potential risks related to the Company’s compensation programs, as discussed below, and the Governance Committee considers risks within the context of its responsibilities (as such responsibilities are defined in the committee charter), including legal and regulatory compliance risks. The Governance Committee also receives periodic updates on compliance and regulatory risk items from the Company’s Chief Risk Officer and Chief Compliance Officer.

Management: At the management level, Atleos also established the Office of Risk Management and appointed a Chief Risk Officer to assist the Company in fulfilling its objectives relating to enterprise risk management (ERM), ethics & compliance (E&C), data privacy, third-party risk management (TPRM), business continuity planning (BCP) and sustainability. The Company’s Chief Risk Officer is responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of the Company’s strategic objectives. The Audit Committee also regularly receives management reports on information security and enhancements to cybersecurity protections, including benchmarking assessments, which it then shares with the Board. Included among the members of both the Board and the Audit Committee are directors with substantial expertise in cybersecurity matters, and Board members actively engage in dialogue on the Company’s information security plans, and in discussions of improvements to the Company’s cybersecurity defenses. When, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident.

After each committee meeting, the Audit Committee, CHRC, and Governance Committee each report at the next meeting of the Board all significant items discussed at each committee meeting, which includes a discussion of items relating to risk oversight where applicable.

We believe the leadership structure of the Board also contributes to the effective facilitation of risk oversight as a result of: (i) the role of the Board committees in risk identification and mitigation; (ii) the direct link between management and the Board; and (iii) the role of our active independent Chairman of the Board whose duties include ensuring the Board reviews and evaluates major risks to the Company, as well as measures proposed by management to mitigate such risks.

All of the above elements work together to ensure an appropriate focus on risk oversight.

Compensation Risk Assessment

The Company takes a prudent and risk-balanced approach to its incentive compensation programs to ensure that these programs promote the long-term interests of our stockholders and do not contribute to unnecessary risk-taking. The CHRC evaluates the Company’s executive and broad-based compensation programs, including the mix of cash and equity, balance of short-term and long-term performance focus, balance of revenue and profit-based measures, stock ownership guidelines, clawback policies and other risk mitigators. The CHRC directly engages its independent compensation consultant to assist with this evaluation process. Based on this evaluation, the CHRC concluded that none of the Company’s compensation policies and plans are reasonably likely to have a material adverse effect on the Company.

 

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CHRC Interlocks and Insider Participation

Our CHRC is comprised of three of our independent directors: Mark W. Begor, Michelle McKinney Frymire and Frank A. Natoli. None of these individuals has at any time served as an officer or employee of the Company. None of our executive officers has served as a director or member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board or the CHRC.

 

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Director Selection, Communications, Code of Conduct and Compensation

Selection of Nominees for Directors

The Governance Committee and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in detail in the Corporate Governance Guidelines. In determining candidates for nomination, the Governance Committee will seek the input of the Chairman of the Board and the Chief Executive Officer, and, in the event the positions of Chairman of the Board and Chief Executive Officer are held by the same person, the independent Lead Director, and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, the Board may engage a third-party search firm, including most recently Ridgeway Partners, to assist to identify candidates who have desired experience and expertise, and meet the qualification guidelines described below.

Exhibit A to the Corporate Governance Guidelines includes qualification guidelines for directors standing for re-election and new candidates for membership on the Board. All candidates are evaluated by the Governance Committee using these qualification guidelines. In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the Governance Committee will consider, among other things, a candidate’s:

strong management experience, ideally with major public companies with successful multinational operations;
other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking, scientific research and development, senior level government experience, and academic administration or teaching;
desirability of range in age, so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members;
independence, as defined by the Board (and under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards);
diversity of thought and perspectives, such as on the basis of age, race, gender, and ethnicity, or on the basis of geographic knowledge, industry experience, board tenure, or culture;
knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning;
personal characteristics matching the Company’s values such as integrity, accountability, financial literacy and high performance standards;

 

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Additional characteristics, such as:
o
willingness to commit the time required to fully discharge responsibilities to the Board, including the time to prepare for Board and Committee meetings by receiving the material supplied before each meeting;
o
commitment to attend a minimum of 75% of meetings;
o
ability and willingness to represent the stockholders' long- and short-term interests;
o
awareness of the Company's responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and
o
willingness to advance their opinions, but once a decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved.
the number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.

The Board and the Governance Committee are committed to finding proven leaders who are qualified to serve as Atleos directors and may from time to time engage outside search firms to assist in identifying and contacting qualified candidates.

Other than Timothy C. Oliver, NCR Atleos’ Chief Executive Officer, all of the candidates for election have been determined by the Board to be independent under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards.

Stockholders wishing to recommend individuals for consideration as directors should contact the Governance Committee by writing to the Company’s Corporate Secretary at NCR Atleos Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates.

Stockholders who wish to nominate directors for inclusion in NCR Atleos’ proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at NCR Atleos’ next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, the current form of which is available under “Corporate Governance” on the “Company” page of NCR Atleos’ website at https://www.ncratleos.com/about-us/corporate-governance. See Procedures for Nominations Using Proxy Access, Procedures for Stockholder Proposals and Nominations for 2024 Annual Meeting Outside of SEC Rule 14a-8 and Procedures for Stockholder Proposals and Nominations for 2024 Annual Meeting Pursuant to SEC Rule 14a-8 in this proxy statement for further details regarding how to nominate directors.

Communications with Directors

Stockholders or interested parties wishing to communicate directly with the Board, any other individual director, the Chairman of the Board, or NCR Atleos’ independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Atleos Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007. The Corporate Secretary will forward appropriate communications. Any matters reported by stockholders relating to Atleos’ accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board may also be made by writing to this address. For more information on how to contact the Board, please see "Corporate Governance" on the "Company" page of NCR Atleos' website at https://www.ncratleos.com/about-us/corporate-governance.

 

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Director Selection, Communications, Code of Conduct and Compensation

Code of Conduct

The Company has a Code of Conduct that sets forth the standard for ethics and compliance for all of its directors and employees. The Code of Conduct is available under "Corporate Governance" on the "Company" page of NCR Atleos' website at https://www.ncratleos.com/corporate-goverance-docs/ncr-atleos_atleos-code-of-conduct.pdf. To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at the address provided above.

Director Compensation

Atleos Director Compensation Program

Annual Retainer

 

The Atleos Nominating and Governance Committee (the “Governance Committee”) oversees the Director Compensation Program (the “Program”). The Program provides for the payment of annual retainers paid quarterly and annual equity grants to non-employee Board members in accordance with our 2023 Stock Incentive Plan ("Stock Plan”). Our Stock Plan generally caps non-employee director pay at $1 million per calendar year (including cash and grant date fair value of equity). Peer group director pay practices and other relevant data was considered by the NCR Corp Committee on Directors and Governance (the "NCR Corp Governance Committee") and NCR Corp Board prior to the Separation, as recommended by Farient, the independent compensation consultant for the NCR Corp CHRC, when recommending compensation under the Program.

 

The NCR Corp Governance Committee recommended, and the NCR Corp Board approved and the Atleos Board ratified and approved, the annual retainer for each of the non-employee directors and the non-employee chairman of the board under the Program for the period between the Separation and the 2024 Annual Meeting (the “Board Year”), and determined that such compensation would remain unchanged from that established by the NCR Corp Governance Committee, as set forth in the tables below, along with retainers for the Chairs of our Board committees and for committee member services. Our Governance Committee and our Board determined that the foregoing amounts were appropriate to ensure that the Company's non-employee director compensation remains competitive and generally aligned at approximately the median of its peer group.

 

Mr. Oliver, our only current employee director, does not receive compensation under the Program for his service on the Board.

 

Mr. Natoli, Mr. von Gillern, Mr. Almeida, Ms. Frymire and Ms. Baker joined as new directors of our Board at the Separation in 2023 and received prorated annual equity grants and retainers.

 

The annual retainers for the Board Year beginning on the Distribution Date are paid quarterly in two installments on approximately December 31, 2023 and March 31, 2024. They may be received, at the director’s election, in: (i) cash; or (ii) deferred Atleos common stock distributable in shares of our common stock after such director's service ends. For the Board Year, each director other than Messrs. Begor and Reece elected to receive their annual retainers in cash.

 

 

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Director Selection, Communications, Code of Conduct and Compensation

Mr. Reece and Mr. Begor are the only two directors of the NCR Corp Board that are now directors on our Board. For their time on the NCR Corp Board in 2023 prior to the Separation and the Atleos Board for the Board Year, Mr. Begor and Mr. Reece each earned annual retainers of $80,000. Mr. Begor earned a retainer for his service on the NCR Corp CHRC and our CHRC, and Mr. Reece received an additional $200,000 as an annual retainer for his service. Both elected to receive their retainers in deferred shares of NCR Corp common stock, with the portions of their retainers earned after the Separation deferred as Atleos common stock.

 

Annual Equity Grant

 

For the Board Year, based on an evaluation of peer group pay data provided by Farient, the NCR Corp Governance Committee recommended, and the Atleos Board agreed, that the annual equity grant value under the Program should be $160,000 to non-employee Atleos directors and would be pro-rated by the number of days in the Board Year beginning on the date of Separation. This grant would be in restricted stock units ("RSUs") that vested on May 2, 2024 for the first Board Year and then one the first anniversary of the grant for years thereafter. The NCR Corp Governance Committee, and the Atleos Board approved, an additional one-time award of $60,000 in time-based RSUs for a mid-year appointment during the first Board Year after the Separation. The Program also permits prorated mid-year equity grants for non-employee directors who join our Board mid-year and in other appropriate circumstances.

 

Accordingly, on the date of Separation, each then serving non-employee director, other than Mr. Begor and Mr. Reece who had already received an annual equity grant described below, received an annual equity grant of RSUs valued at $147,233. These annual equity grants vest on May 2, 2024. Annual equity grants may be deferred at the director’s election under the Program; however, Mr. Natoli was the only new director who elected to defer the annual equity grant.

 

For their time served on the NCR Corp Board in 2023 prior to the Separation and the Atleos Board for the Board Year, Mr. Begor and Mr. Reece both received an annual equity grant of RSUs under the Director Compensation Program, each valued at $225,000. Mr. Reece also received additional compensation of $250,000 in an annual equity grant for his service as chairman of the NCR Corp Board. The awards vest every three months until May 2, 2024. Both elected to defer receipt of shares settled on their 2023 annual equity grant until their director service ends.

 

Summary of Atleos Director Compensation Program

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

 

 

 

 

 

 

 

 

 

 

 

 

Compensation Component

 

Committee
Member ($)

 

Chair ($)

 

 

 

 

 

 

 

 

 

 

 

Annual Equity Grant (vests annually)

 

 

 

160,000

 

(1)

 

 

 

160,000

 

(1)(2)(3)

Quarterly Committee Cash Retainer (annual amount paid quarterly)

 

 

 

80,000

 

 

 

 

 

210,000

 

(4)

Compensation and Human Resources Committee

 

 

 

10,000

 

 

 

 

 

25,000

 

 

Nominating and Governance Committee

 

 

 

7,500

 

 

 

 

 

17,500

 

 

Audit Committee

 

 

 

15,000

 

 

 

 

 

35,000

 

 

 

(1)
Mr. Reece and Mr. Begor received $225,000 in NCR Corp RSUs as an annual equity grant on May 2, 2023 as directors of NCR Corp and did not receive an additional grant for service on our Board post-Separation. This equity award vests every three months until May 2, 2024. Upon the Separation, all unvested NCR Corp RSUs were converted to both Voyix RSUs and Atleos RSUs.

 

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

Director Compensation Table

Compensation for 2023 ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director Name

 

Fees
Earned or
Paid in Cash
(1)
($)

 

Stock
Awards
(1)

 

All Other
Compensation
(3)
($)

 

Total
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Odilon Almeida Jr.

 

 

21,623

 

 

 

 

147,233

 

 

 

 

 

 

 

 

168,856

 

 

Mark W. Begor

 

 

22,150

 

(3)

 

 

84,493

 

(2)

 

 

 

 

 

 

106,643

 

(4)

Mary Ellen Baker

 

 

24,260

 

 

 

 

147,233

 

 

 

 

 

 

 

 

171,493

 

 

Michelle McKinney Frymire

 

 

22,678

 

 

 

 

147,233

 

 

 

 

 

 

 

 

169,911

 

 

Frank A. Natoli

 

 

20,568

 

 

 

 

147,233

 

 

 

 

 

 

 

 

167,801

 

 

Joseph E. Reece

 

 

70,000

 

(3)

 

 

178,346

 

(2)(5)

 

 

 

 

 

 

248,346

 

(6)

Jeffry H. von Gillern

 

 

21,623

 

 

 

 

147,233

 

 

 

 

 

 

 

 

168,856

 

 

 

(1)
Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred share. See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions we make in the valuation of our equity awards.
(2)
Each of Mr. Reece and Mr. Begor were granted 10,761 NCR Corp RSUs with a grant date value of $225,000 on May 2, 2023 as compensation for being a director of NCR Corp with pro rata vesting every three months until May 2, 2024. Because 2,690 NCR Corp RSUs vested on August 2, 2023, the remaining unvested 8,071 NCR Corp RSUs converted to 8,071 Voyix RSUs and 4,035 Atleos RSUs upon the Separation with pro rata vesting to occur on November 2, 2023, February 2, 2024, and May 2, 2024. The table reflects the value of the unvested 4,035 Atleos RSUs at Separation using the Atleos stock price of $20.94 on the Separation. Both Mr. Reece and Mr. Begor elected to defer receipt of these awards until separation from service.
(3)
Each of Mr. Reece and Mr. Begor elected to receive their earned quarterly cash retainers in common stock that is deferred until their separation from service.
(4)
Additionally, Mr. Begor received 543 deferred shares of Atleos common stock when his deferred 1,087 shares of NCR Corp common stock as payment on March 31, 2023 for service on the NCR Corp board during the 2022-2023 board year was converted upon Separation. Also, Mr. Begor received quarterly retainers on June 30, 2023 of 1,017 deferred shares of NCR Corp common stock

 

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Director Selection, Communications, Code of Conduct and Compensation

and on September 30, 2023 of 951 deferred shares of NCR Corp common stock that converted to 508 and 475 deferred shares of Atleos common stock, respectively, upon Separation. Since Separation, Mr. Begor received 912 deferred shares of Atleos common stock on December 31, 2023 for service on our Board.
(5)
Mr. Reece was granted 11,957 NCR Corp shares representing $250,000 as compensation for the non-employee chair appointment of the NCR Corp board with pro rata vesting every three months until May 2, 2024. Because 2,989 NCR Corp RSUs vested on August 2, 2023, the remaining unvested 8,968 NCR Corp RSUs converted to 8,968 Voyix RSUs and 4,482 Atleos RSUs upon the Separation with pro rata vesting to occur on November 2, 2023, February 2, 2024, and May 2, 2024. The table reflects the value of the unvested 4,482 Atleos RSUs at Separation using the Atleos stock price of $20.94 on the Separation. Mr. Reece elected to defer receipt of this award until his separation from service.
(6)
Additionally, Mr. Reece received 821 deferred shares of Atleos common stock when his deferred 1,642 shares of NCR Corp common stock as payment on March 31, 2023 for service on the NCR Corp board during the 2022-2023 board year was converted upon Separation. Also, Mr. Reece received quarterly retainers on June 30, 2023 of 2,778 deferred shares of NCR Corp common stock and on September 30, 2023 of 2,596 deferred shares of NCR Corp common stock that converted to 1,389 and 1,298 deferred shares of Atleos common stock, respectively, upon Separation. Since Separation, Mr. Reece received 2,882 deferred shares of Atleos common stock on December 31, 2023 for service on our Board.

The following table shows the grant date fair value of non-employee director annual equity grants and other equity granted in 2023 under the Program.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director Name

 

Annual
Equity RSU
Grant

 

Current
Stock in lieu
of cash

 

Deferred
Stock in lieu
of cash

 

 

 

 

 

 

 

 

 

 

 

 

 

Odilon Almeida Jr.

 

 

147,233

 

 

 

 

 

 

 

 

 

 

Mark W. Begor

 

 

84,493

 

(2)

 

 

 

 

 

 

22,151

 

(4)

Mary Ellen Baker

 

 

147,233

 

 

 

 

 

 

 

 

 

 

Michelle McKinney Frymire

 

 

147,233

 

 

 

 

 

 

 

 

 

 

Frank A. Natoli

 

 

147,233

 

 

 

 

 

 

 

 

 

 

Joseph E. Reece

 

 

178,346

 

(2)(3)

 

 

 

 

 

 

70,000

 

(5)

Jeffry H. von Gillern

 

 

147,233

 

 

 

 

 

 

 

 

 

 

 

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

 

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(3)
Mr. Reece was granted 11,957 NCR Corp shares representing $250,000 as compensation for the non-employee chair appointment of the NCR Corp board with pro rata vesting every three months until May 2, 2024. Because 2,989 NCR Corp RSUs vested on August 2, 2023, the remaining unvested 8,968 NCR Corp RSUs converted to 8,968 Voyix RSUs and 4,484 Atleos RSUs upon the Separation with pro rata vesting to occur on November 2, 2023, February 2, 2024, and May 2, 2024. The table reflects the value of the unvested 4,482 Atleos RSUs at Separation using the Atleos stock price of $20.94 on the Separation. Mr. Reece elected to defer receipt of this award until his separation from service.
(4)
Mr. Begor received 543 deferred shares of Atleos common stock when his deferred 1,087 shares of NCR Corp common stock as payment on March 31, 2023 for service on the NCR Corp board during the 2022-2023 board year was converted upon Separation. Also, Mr. Begor received quarterly retainers on June 30, 2023 of 1,017 deferred shares of NCR Corp common stock and on September 30, 2023 of 951 deferred shares of NCR Corp common stock that converted to 508 and 475 deferred shares of Atleos common stock, respectively, upon Separation. Since Separation, Mr. Begor received 912 deferred shares of Atleos common stock on December 31, 2023 for service on our Board, with a grant date value of $22,151, which is reflected in the table.
(5)
Additionally, Mr. Reece received 821 deferred shares of Atleos common stock when his deferred 1,642 shares of NCR Corp common stock as payment on March 31, 2023 for service on the NCR Corp board during the 2022-2023 board year was converted upon Separation. Also, Mr. Reece received quarterly retainers on June 30, 2023 of 2,778 deferred shares of NCR Corp common stock and on September 30, 2023 of 2,596 deferred shares of NCR Corp common stock that converted to 1,389 and 1,298 deferred shares of Atleos common stock, respectively, upon Separation. Since Separation, Mr. Reece received 2,882 deferred shares of Atleos common stock on December 31, 2023 for service on our Board, with a grant date value of $70,000, which is reflected in the table.

The following table shows the shares of Atleos common stock underlying director equity awards as of December 31, 2023.

Shares of Atleos Common Stock

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Director Name

 

Outstanding
Options

 

RSUs
Outstanding

Deferred
Shares
Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Odilon Almeida Jr.

 

 

 

 

 

 

6,817

 

 

 

 

 

Mark W. Begor

 

 

 

 

 

 

4,035

 

(1)

 

27,480

 

(2)

Mary Ellen Baker

 

 

 

 

 

 

6,817

 

 

 

 

 

Michelle McKinney Frymire

 

 

 

 

 

 

6,817

 

 

 

 

 

Frank A. Natoli

 

 

 

 

 

 

6,817

 

 

 

6,817

 

 

Joseph E. Reece

 

 

 

 

 

 

13,003

 

(1)(3)

 

27,585

 

(4)

Jeffry H. von Gillern

 

 

 

 

 

 

6,817

 

 

 

 

 

 

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

 

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Director Selection, Communications, Code of Conduct and Compensation

(3)
Mr. Reece was granted 11,957 NCR Corp RSUs on May 2, 2023 as compensation for being the chairman of the NCR Corp board with pro-rata vesting every three months until May 2, 2024. Because 2,989 NCR Corp RSUs vested on August 2, 2023, the remaining 8,968 NCR Corp RSUs converted to 8,968 Voyix RSUs and 4,484 Atleos RSUs with vesting occurring on November 2, 2023, February 2, 2024, and May 2, 2024. Mr. Reece elected to defer receipt of the vested awards until his separation from service.
(4)
This represents all the deferred shares of Atleos common stock that was converted from NCR Corp common shares upon the Separation plus Atleos common stock that Mr. Reece received after the Separation that have been deferred by Mr. Reece beginning with his service on the NCR Corp board in 2022.

 

Director Stock Ownership Guidelines

Our Corporate Governance Guidelines (the "Guidelines") include stock ownership guidelines promoting commonality of interest with our stockholders by encouraging non-employee directors to accumulate a substantial stake in Atleos common stock. Under the Guidelines, non-employee directors are encouraged to accumulate Atleos stock ownership equal to five times the annual retainer amount. Newly elected directors have five years to attain this ownership level. Ownership includes shares owned outright, restricted stock, and interests in RSUs or deferred shares, and excludes stock options. As of December 31, 2023, all of our non-employee directors exceeded the Guidelines or were within the five-year compliance period.

 

 

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2024 Proxy Statement

 


 

Proposal 2 – Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers

The Board of Directors recommends that you vote FOR the proposal to approve, on a non-binding and advisory basis, the compensation of the named executive officers as disclosed in these proxy materials.

Proposal Details

We conduct a Say on Pay vote at our annual meeting of stockholders as required by Section 14A of the Securities Exchange Act of 1934, as amended. We currently conduct the Say on Pay vote every year. Unless our Board changes its policy, our next Say on Pay vote following the Annual Meeting will be held at our 2025 Annual Meeting of Stockholders. While this vote is non-binding, the Board and the CHRC highly value the opinions of our stockholders. The CHRC will consider the outcome of the Say on Pay vote as part of its annual evaluation of our executive compensation program.

Please read the following Executive Compensation – Compensation Discussion & Analysis section and our Executive Compensation Tables for information necessary to inform your vote on this proposal.

How Does the Board Recommend That I Vote on This Proposal?

 

 

The Board of Directors recommends that you vote to approve,

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on a non-binding and advisory basis, the compensation of the named executive officers as disclosed in these proxy materials. Properly authorized proxies received by the Board will be voted FOR this proposal unless they specify otherwise.

Vote Required for Approval

The affirmative vote of a majority of the votes cast by holders of our common stock (in person via attendance at the virtual meeting or by proxy), is required to approve, on a non-binding and advisory basis, the compensation of the named executive officers as disclosed in these proxy materials. Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the approval of this proposal.

 

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2024 Proxy Statement

 


 

Executive Compensation

Board and Compensation and Human Resource Committee Report on Executive Compensation

The Compensation and Human Resource Committee of our Board of Directors ("CHRC"), comprised of all independent directors, reviewed and discussed the below Executive Compensation – Compensation Discussion & Analysis (“CD&A”) with management. Based on that review and those discussions, the CHRC recommended to our Board of Directors that the CD&A be included in these proxy materials.

 

The Compensation and Human Resource Committee

 

 

Mark W. Begor (Chair)

 

Michelle McKinney Frymire

 

Frank A. Natoli

 

 

 

 

 

 

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2024 Proxy Statement

 


 

Executive Compensation – Compensation Discussion & Analysis

Introduction

This CD&A provides an overview of the Company’s strategy and performance, stockholder engagement process, and our 2023 executive compensation programs and decisions. The Committee has the authority to establish the Company's executive compensation programs and make compensation decisions for our named executive officers.

This CD&A focuses on the compensation of our NEOs shown below for the fiscal year 2023.

Our Named Executive Officers

 

 

Timothy C. Oliver – President and Chief Executive Officer (CEO)

 

Paul J. Campbell - Executive Vice President and Chief Financial Officer (CFO)

 

Stuart Mackinnon - Executive Vice President and Chief Operating Officer (COO)

 

Ricardo J. Nuñez - Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

LaShawne Meriwether – Executive Vice President and Chief Human Resource Officer

 

Additional Information and Definitions

This CD&A uses capitalized terms, certain of which are defined in this CD&A and the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section below, including certain terms used with respect to the metrics used under the executive incentive plans.

Special Note Regarding the Separation

On October 16, 2023, we completed our Separation from NCR Corporation (now known as NCR Voyix Corporation or "Voyix" and referred to as "NCR Corp" prior to the Separation) and launched as an independent publicly-traded company. Prior to the Separation, we operated as business segments of NCR Corp and therefore, the total compensation arrangements for our named executive officers (or “NEOs”) for 2023 were established in accordance with NCR Corp's senior management and NCR Corp's Compensation and Human Resource Committee (the “NCR Corp CHRC”). After the Separation, Atleos CHRC has determined Atleos' executive compensation philosophy and programs.

 

 

 

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2024 Proxy Statement

 


 

Stockholder Engagement and Say on Pay Vote

We regularly engage with our stockholders to understand their perspectives and views on our Company, including our executive compensation program, corporate governance and other strategic initiatives. Our annual Say on Pay vote is one avenue for the Board to receive feedback from stockholders regarding our executive compensation program.

Compensation Philosophy and Committee Role

Atleos’ success is based on our people and our culture of meeting commitments to our stakeholders. As such, the primary focus of our executive compensation program is to:

Attract and retain executives with the knowledge, experience, and relationships that enable Atleos to promise and deliver on its unique capabilities,
Reward and encourage value creation by aligning the interests of our executives to those of our stockholders,
Provide executives that enhance our capabilities and effectively drive our corporate strategy with compensatory rewards, and
Adhere to principles of sound governance to achieve effective oversight and fair outcomes for our management and stockholders.

 

Role of Committee

Our CHRC reviewed each element of compensation individually while also considering the total compensation package provided to create an appropriate mix designed to attract, incentivize, and retain our executives. Our CHRC annually approves the design of executive compensation programs, including performance objectives, specific goals, attainment levels, results and total compensation for Atleos’ named executives.

 

Role of Compensation Consultant

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

 

 

 

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Stockholder Engagement and 2023 Say on Pay Vote

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

 

Our executive compensation program features many best practices:

 

What We Do

 

What We Don’t Do

img179060775_43.jpg 

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.

 

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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 Committee, with bonuses generally tied to performance on corporate financial and non-financial metrics that link executive and stockholder interests and drive our business priorities.

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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.

 

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No Special Executive Pension Benefits. There are no special executive or broad-based pension benefits for any named executives.

 

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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.

 

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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.

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Strong Compensation Clawback Policy. Executive awards are subject to clawback in specified circumstances as described herein.

 

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No Compensation Plans that Encourage Excessive Risk Taking. Based on the Committee’s annual review, none of our pay practices incentivize executives or employees to engage in unnecessary or excessive risk-taking.

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Independent Compensation Consultant. The Committee 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 named executives.

 

 

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No Perquisites. We don't offer perks. Only selected executives who were employed prior to 2022 are eligible to receive executive medical and financial planning benefits.

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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.

 

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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.

 

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Stockholder Engagement and 2023 Say on Pay Vote

What We Do

 

What We Don’t Do

 

 

 

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No Dividends or Dividend Equivalents Paid on Unvested Equity Awards. Equity awards must vest before dividends are payable.

 

 

 

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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 2023 Compensation

Prior to the Separation, NCR Corp management and the NCR Corp CHRC developed compensation packages, including base salaries, target incentives, and annual equity grants, for our NEOs in anticipation of their respective roles with Atleos following the Separation. These packages were based on a comprehensive market analysis of each NEO's role with Atleos and were approved prior to the Separation by the NCR Corp CHRC.

When making compensation decisions, the NCR Corp CHRC carefully examined:

External Market Analysis – Peer Group and Survey Data – including reports by the independent compensation consultant on peer group member pay data and external market surveys;
Internal Compensation Analysis – including management reports on comparable internal compensation levels and compensation history; and
Recommendations – from certain members of management concerning compensation for named executives, other than themselves.

 

Our CHRC did not make changes to compensation for NEOs that was determined prior to the Separation by the NCR Corp CHRC. Going forward, our executive compensation program is based on the philosophy and design outlined herein with a focus on exceptional performance and continuous improvement from our management team. Within this framework, our CHRC will exercise its reasoned business judgment in making executive compensation decisions and take into account recommendations by our independent compensation consultant and the Chief Executive Officer with respect to the compensation of each executive officer, other than himself.

External Market Analysis

When determining salary and target annual incentive and long-term incentive opportunities, the NCR Corp CHRC evaluated broad-based survey and proxy data prepared by its independent compensation consultant, considered key business decisions that can impact compensation, and reviewed a competitive pay range.

Compensation Peer Group. In anticipation of the Separation and with the advice of its independent consultant, the NCR Corp CHRC identified a new peer group for Atleos on which to base compensation for Atleos’ NEOs and executives. The review included ensuring the suitability of the peer group for gauging the competitiveness of pay levels and practices and reviewing relative dilution when developing the aggregate annual budget for equity compensation awards.

 

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Stockholder Engagement and 2023 Say on Pay Vote

The Atleos peer group was selected by examining other companies in terms of industry and size within NCR Corp's Global Industry Classification Standard (“GICS”) industry group that are in the software and services or technology hardware industries, and are of reasonably similar size based primarily on annual revenues. Other companies outside its GICS industry group were also considered where Atleos would compete for talent.

Atleos 2023 Peer Group

ACI Worldwide, Inc. (ACIW)
Bread Financial Holdings, Inc. (BFH)
The Brinks Company (BCO)
Diebold Nixdorf, Inc. (DBD)
Euronet Worldwide, Inc. (EEFT)
Insight Enterprises, Inc. (NSIT)
Jack Henry & Associates, Inc. (JKHY)
Paysafe Limited (PSFE)
The Western Union Company (WU)
Xerox Holdings Corp (XRX)

Executive Compensation decisions made prior to the Separation were based on the NCR Corp peer group, which remained unchanged from the prior year, and was determined using the same methodology as indicated above for Atleos.