|
|
|
|
|
|
|
|
EXECUTIVE COMPENSATION MATTERS |
|
performance shares) currently mirror the investment options available in our 401(k) plan. The deferred compensation plan does not provide participants with additional pay, but merely provides a tax deferred investment vehicle. Moreover, we do not guarantee any specific rate of return to participants and we do not contribute to the return that may be earned.
Retirement
We maintain qualified and non-qualified retirement programs for our U.S. executives. Our U.S. executives, including the NEOs, participate in our defined contribution (401(k)) plan on the same terms as all U.S.-based associates. Similarly, we also maintain broad-based defined contribution plans qualified in Canada for the benefit of our Canadian employees.
Mr. Cantadurucu participates in the Diebold Nixdorf Defined Contribution Pension Plan pursuant to his service agreement. The Diebold Nixdorf Defined Contribution Pension Plan is a contribution-defined pension system and is based on a one-time payout or multiple payouts, governed by the rules outlined in the Diebold Nixdorf Defined Contribution Pension Plan. His service agreement in effect provides for certain annual contributions at a rate of 8% of his base salary and applicable bonus payments.
Messrs. Heyden and Wimmer participated in the Wincor Nixdorf AG Pension Scheme (the Wincor Pension Plan) during 2023 pursuant to their service agreements. The Wincor Pension Plan is a contribution-defined pension system based on a one-time payout or installment payments and governed by the rules outlined in the Wincor Nixdorf International GmbH Pension Scheme. Their service agreements provided for certain annual contribution commitments of €50,000 to each of Messrs. Heyden and Wimmer.
Perquisites and Fringe Benefits
We provide our executives with limited perquisites. The Committee believes that these benefits are set at a reasonable level, are highly valued by recipients, have limited cost to the Company, are part of a competitive reward system, and help in attracting and retaining top management talent. The Committee periodically reviews our practices in this area and makes any necessary adjustments based on market trends and the cost to provide these benefits.
Perquisites received by North America-based executives include the following: reimbursement for financial planning services (the values of which vary by executive); the option to receive a complete annual physical exam, which helps protect in small measure the investment we make in these key individuals; and payment of annual premiums for supplemental executive disability and life insurance.
Contractual fringe benefits paid to Messrs. Cantadurucu, Wimmer and Heyden under their service agreements included accident and liability insurance, health insurance, and subsidy pension insurance premiums paid by the Company, as well as lease payments on a Company car.
AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS
Historically, to attract highly qualified candidates, the Company’s practice has been to provide written offer letters to chief executive officer candidates which provide for an “at will” employment arrangement but include certain binding obligations on both the Company and the Chief Executive Officer. On February 9, 2022, we provided a written offer letter to our new President and Chief Executive Officer, Octavio Marquez. We also have provided written offer letters, which provide for an “at will” employment arrangement but include certain binding obligations, to Mr. Barna, Mr. Myers and Ms. Radigan. Such offer letters are discussed in more detail starting on page 51 of this proxy statement.
Mr. Cantadurucu was appointed Executive Vice President, Global Retail as of January 1, 2023, and entered into a service agreement with Diebold Nixdorf (UK) Limited on February 7, 2023. His service agreement is discussed in more detail under “Mr. Cantadurucu’s Service Agreement.”
Mr. Rutherford entered into a separation agreement with the Company, effective February 28, 2023, His separation agreement is discussed in more detail under “Payments and Benefits in Connection with Mr. Rutherford’s Separation.”
Mr. Wimmer was party to a service agreement with the Company dated January 1, 2019, then later entered into a termination agreement on October 31, 2022. His service agreement and termination agreement are discussed in more detail under “Mr. Wimmer’s Service Agreement and Severance” and in the “Potential Payments Upon Termination or Change in Control—Payments and Benefits in Connection with Mr. Wimmer’s Separation” sections.
|
|
|
|
|
|
|
2024 PROXY STATEMENT | |
|
43 |
|
|
|
EXECUTIVE COMPENSATION MATTERS |
|
|
MR. BARNA’S OFFER LETTER
Mr. Barna was appointed our Executive Vice President, Chief Financial Officer as of February 28, 2023. In connection with Mr. Barna’s appointment, we entered into an offer letter, dated February 7, 2023 and effective February 28, 2023, pursuant to which Mr. Barna will receive an annual base salary of $500,000 and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Barna’s severance benefits are governed by our Senior Leadership Severance Plan, which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason, in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Mr. Barna also entered into a Change in Control Agreement with the Company consistent with our existing arrangements for executive officers.
MR. MYERS’ OFFER LETTER
Mr. Myers was appointed our Executive Vice President, Global Banking as of August 22, 2022. In connection with Mr. Myers’ appointment, we entered into an offer letter, dated July 17, 2022, pursuant to which Mr. Myers will receive an annual base salary of $550,000 and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Myers’ severance benefits are governed by our Senior Leadership Severance Plan, which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason, in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Mr. Myers also entered into a Change in Control Agreement with the Company consistent with our existing arrangements for executive officers.
MS. RADIGAN’S OFFER LETTER
Ms. Radigan was appointed our Executive Vice President, Chief Legal Officer and Corporate Secretary as of August 16, 2023. In connection with Ms. Radigan’s appointment, we entered into an offer letter, dated August 31, 2023, pursuant to which Ms. Radigan’s severance benefits are governed by our Senior Leadership Severance Plan, which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason, in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Ms. Radigan also entered into a Change in Control Agreement with the Company consistent with our existing arrangements for executive officers.
MR. CANTADURUCU’S SERVICE AGREEMENT
Mr. Cantadurucu was appointed Executive Vice President, Global Retail as of January 1, 2023, and entered into a service agreement with Diebold Nixdorf (UK) Limited on February 7, 2023. Pursuant to Mr. Cantadurucu’s service agreement, he will receive an annual base salary of $466,463 (based on the British Pound Sterling (GBP) to U.S. dollar foreign currency exchange rate for 2023 of 1.2439:1; however, he receives his salary in GBP) and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Cantadurucu will also receive certain non-performance-based fringe benefits, which includes insurance, tax advisory services, and monthly car allowance. Mr. Cantadurucu was automatically enrolled in the Diebold Nixdorf Defined Contribution Pension Plan and receives company contributions to his account in monthly installments at a rate of 8% of his base salary and applicable bonus payments. Mr. Cantadurucu’s agreement also provides for change in control provisions consistent with our existing arrangements for executive officers.
MR. RUTHERFORD’S OFFER LETTER AND SEVERANCE
Effective February 28, 2023, Jeffrey Rutherford departed from his position with the Company as Executive Vice President, Chief Financial Officer. Upon his departure, Mr. James Barna succeeded Mr. Rutherford as Executive Vice President, Chief Financial Officer. Mr. Rutherford served as Chief Financial Officer from January 4, 2019 through February 28, 2023. Prior to that, Mr. Rutherford served as our interim Chief Financial Officer since October 1, 2018. Pursuant to the terms of his offer letter, Mr. Rutherford received an annual base salary of $600,000, and was eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. Mr. Rutherford also was party to our standard form of Change in Control Agreement. The amounts payable and benefits pursuant to the Separation Agreement entered into at the time of his separation are described below in the “Potential Payments Upon Termination or Change in Control—Payments and Benefits in Connection with Mr. Rutherford’s Separation” section.
MR. WIMMER’S SERVICE AGREEMENT AND SEVERANCE
Prior to his separation on September 30, 2023, Mr. Wimmer was compensated pursuant to a service agreement, dated January 1, 2019. The service agreement provided a fixed base salary, a short-term cash incentive opportunity under our Annual Incentive Plan
|
|
|
|
|
52 |
|
| 2024 PROXY STATEMENT |
|
|
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
|
|
|
|
Pay vs Performance Disclosure, Table |
2023 PAY-VERSUS-PERFORMANCE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FISCAL YEAR |
|
SUMMARY COMPENSATION TABLE TOTAL FOR PEO #1 1 |
|
|
COMPENSATION ACTUALLY PAID TO PEO #1 1,2 |
|
|
SUMMARY COMPENSATION TABLE TOTAL FOR PEO #2 1,2 |
|
|
COMPENSATION ACTUALLY PAID TO PEO #2 2 |
|
|
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS 3 |
|
|
AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS 2,3 |
|
|
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: |
|
|
|
|
|
|
|
|
COMPANY TSR |
|
|
PEER GROUP TSR |
|
2023 |
|
$ |
2,248,413 |
|
|
$ |
1,562,882 |
|
|
|
|
|
|
|
|
|
|
$ |
1,683,294 |
|
|
$ |
1,508,530 |
|
|
$ |
134.65 |
|
|
$ |
105.81 |
|
|
$ |
1,376.10 |
6 |
|
$ |
344.39 |
|
2022 |
|
$ |
5,660,334 |
|
|
$ |
1,604,309 |
|
|
$ |
4,291,389 |
|
|
$ |
(9,050,186 |
) |
|
$ |
2,715,165 |
|
|
$ |
698,389 |
|
|
|
|
|
|
|
|
|
|
$ |
(581.4 |
) |
|
$ |
197.50 |
|
2021 |
|
|
|
|
|
|
|
|
|
$ |
26,169,529 |
|
|
$ |
16,042,728 |
|
|
$ |
3,586,248 |
|
|
$ |
1,842,238 |
|
|
|
|
|
|
|
|
|
|
$ |
(78.80 |
) |
|
$ |
332.70 |
|
2020 |
|
|
|
|
|
|
|
|
|
$ |
5,312,150 |
|
|
$ |
4,760,010 |
|
|
$ |
1,648,091 |
|
|
$ |
1,542,660 |
|
|
|
|
|
|
|
|
|
|
$ |
(269.10 |
) |
|
$ |
335.40 |
|
1 |
Mr. Marquez (PEO #1) became President and Chief Executive Officer of the Company on March 11, 2022. Mr. Schmid (PEO #2), the Company’s prior President and Chief Executive Officer, stepped down from the role effective on the same date. |
2 |
The Compensation “Actually Paid” reported in this column is derived from the Summary Compensation Table Total for the applicable fiscal year by making the following deductions and additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table (“SCT”) Total |
|
$ |
2,248,413 |
|
|
$ |
5,660,334 |
|
|
|
|
|
|
|
|
|
|
SCT—Stock Awards |
|
|
— |
|
|
|
(4,343,685 |
) |
Prior FYE fair value for awards that failed to meet vesting conditions during FY |
|
|
(845,044 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of awards granted during fiscal year (“FY”) outstanding and unvested at fiscal year-end (“FYE”) |
|
|
— |
|
|
|
847,257 |
|
Change in fair value of awards granted in prior years unvested at FYE |
|
|
— |
|
|
|
(544,491 |
) |
Change in fair value of awards granted in prior years that met vesting conditions during FY |
|
|
159,513 |
|
|
|
(15,106 |
) |
Compensation Actually Paid |
|
$ |
1,562,882 |
|
|
$ |
1,604,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
$ |
4,291,389 |
|
|
$ |
26,169,529 |
|
|
$ |
5,312,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT—Stock Awards |
|
|
— |
|
|
|
(22,104,207 |
) |
|
|
(1,629,598 |
) |
SCT—Option Awards |
|
|
— |
|
|
|
— |
|
|
|
(1,543,755 |
) |
Prior FYE fair value for awards that failed to meet vesting conditions during FY |
|
|
(13,246,648 |
) |
|
|
(2,256,669 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of awards granted during FY outstanding and unvested at FYE |
|
|
— |
|
|
|
13,434,625 |
|
|
|
2,277,665 |
|
Change in fair value of awards granted in prior years unvested at FYE |
|
|
— |
|
|
|
208,654 |
|
|
|
281,159 |
|
Change in fair value of awards granted in prior years that met vesting conditions during FY |
|
|
(94,927 |
) |
|
|
590,795 |
|
|
|
62,389 |
|
Compensation Actually Paid |
|
$ |
(9,050,186 |
) |
|
$ |
16,042,728 |
|
|
$ |
4,760,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total (Average) |
|
$ |
1,683,294 |
|
|
$ |
2,715,165 |
|
|
$ |
3,586,248 |
|
|
$ |
1,648,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT—Stock Awards |
|
|
|
|
|
|
(1,621,070 |
) |
|
|
(2,178,772 |
) |
|
|
(301,225 |
) |
SCT—Option Awards |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(71,341 |
) |
SCT—Change in Pension value and Non-Qualified Deferred Compensation Earnings |
|
|
(19,947 |
) |
|
|
(894 |
) |
|
|
(26,736 |
) |
|
|
(31,535 |
) |
Prior FYE fair value for awards that failed to meet vesting conditions during FY |
|
|
(222,148 |
) |
|
|
(201,203 |
) |
|
|
(251,068 |
) |
|
|
(147,782 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of awards granted during FY outstanding and unvested at FYE |
|
|
|
|
|
|
101,343 |
|
|
|
612,789 |
|
|
|
397,084 |
|
Change in fair value of awards granted in prior years unvested at FYE |
|
|
|
|
|
|
(303,296 |
) |
|
|
23,320 |
|
|
|
26,218 |
|
Vesting fair value of awards granted in FY that vested during the FY |
|
|
|
|
|
|
8,660 |
|
|
|
— |
|
|
|
— |
|
Change in fair value of awards granted in prior years that met vesting conditions during FY |
|
|
57,903 |
|
|
|
(13,816 |
) |
|
|
53,208 |
|
|
|
3,350 |
|
Service cost for defined benefit and actuarial pension plans |
|
|
9,429 |
|
|
|
13,500 |
|
|
|
23,250 |
|
|
|
19,800 |
|
Compensation Actually Paid |
|
$ |
1,508,530 |
|
|
$ |
698,389 |
|
|
$ |
1,842,238 |
|
|
$ |
1,542,660 |
|
3 |
The following table sets for the individuals included in the non-PEO NEO Average for each fiscal year presented above: |
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
|
2020 |
James Barna |
|
Jeffrey Rutherford |
|
Jeffrey Rutherford |
|
Jeffrey Rutherford |
Jonathan Myers |
|
Ulrich Näher |
|
Ulrich Näher |
|
Ulrich Näher |
Elizabeth Radigan |
|
David Caldwell |
|
Olaf Heyden |
|
Olaf Heyden |
Ilhami Cantadurucu |
|
Jonathan Leiken |
|
Jonathan Leiken |
|
Jonathan Leiken |
Jeffrey Rutherford |
|
Elizabeth Patrick |
|
|
|
Alan Kerr |
Olaf Heyden |
|
|
|
|
|
|
Hermann Wimmer |
|
|
|
|
|
|
4 |
Consistent with Regulation S-K Section 203(e)(3), the amounts set forth under the headings “ “ ” reflect the value, as of the end of 2023, of a hypothetical initial investment of $100 made on August 14, 2023 (the date that the Company’s common stock was registered under Section 12 of the Exchange Act) into, with respect to Company TSR, the Company, and with respect to Peer Group TSR, the S&P MidCap 400 index. Because the class of Company securities currently registered under Section 12 of the Exchange Act is not the same class of Company securities that was registered in the periods prior to emergence (including fiscal years 2022, 2021, and 2020), neither Company TSR nor Peer Group TSR are presented for such periods. |
5 |
The Committee determined that Non-GAAP OP was the most important financial performance metric used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023. More information about Non-GAAP OP can be found under the heading “ Definitions of Key Compensation Terms ” in the “ Compensation Discussion and Analysis .” This performance measure may not have been the most important financial performance measure for years 2022, 2021 or 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
6 |
Includes $1,358.3 million of net income attributable to (i) the pre-Emergence Company for the period from January 1, 2023 through August 11, 2023 and (ii) the post-Emergence Company for the period from August 12, 2023 through December 31, 2023. |
|
|
|
|
Company Selected Measure Name |
Non-GAAP OP
|
|
|
|
Named Executive Officers, Footnote |
3 |
The following table sets for the individuals included in the non-PEO NEO Average for each fiscal year presented above: |
|
|
|
|
|
|
|
2023 |
|
2022 |
|
2021 |
|
2020 |
James Barna |
|
Jeffrey Rutherford |
|
Jeffrey Rutherford |
|
Jeffrey Rutherford |
Jonathan Myers |
|
Ulrich Näher |
|
Ulrich Näher |
|
Ulrich Näher |
Elizabeth Radigan |
|
David Caldwell |
|
Olaf Heyden |
|
Olaf Heyden |
Ilhami Cantadurucu |
|
Jonathan Leiken |
|
Jonathan Leiken |
|
Jonathan Leiken |
Jeffrey Rutherford |
|
Elizabeth Patrick |
|
|
|
Alan Kerr |
Olaf Heyden |
|
|
|
|
|
|
Hermann Wimmer |
|
|
|
|
|
|
|
|
|
|
Peer Group Issuers, Footnote |
Consistent with Regulation S-K Section 203(e)(3), the amounts set forth under the headings “ “” reflect the value, as of the end of 2023, of a hypothetical initial investment of $100 made on August 14, 2023 (the date that the Company’s common stock was registered under Section 12 of the Exchange Act) into, with respect to Company TSR, the Company, and with respect to Peer Group TSR, the S&P MidCap 400 index. Because the class of Company securities currently registered under Section 12 of the Exchange Act is not the same class of Company securities that was registered in the periods prior to emergence (including fiscal years 2022, 2021, and 2020), neither Company TSR nor Peer Group TSR are presented for such periods.
|
|
|
|
Adjustment To PEO Compensation, Footnote |
2 |
The Compensation “Actually Paid” reported in this column is derived from the Summary Compensation Table Total for the applicable fiscal year by making the following deductions and additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table (“SCT”) Total |
|
$ |
2,248,413 |
|
|
$ |
5,660,334 |
|
|
|
|
|
|
|
|
|
|
SCT—Stock Awards |
|
|
— |
|
|
|
(4,343,685 |
) |
Prior FYE fair value for awards that failed to meet vesting conditions during FY |
|
|
(845,044 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of awards granted during fiscal year (“FY”) outstanding and unvested at fiscal year-end (“FYE”) |
|
|
— |
|
|
|
847,257 |
|
Change in fair value of awards granted in prior years unvested at FYE |
|
|
— |
|
|
|
(544,491 |
) |
Change in fair value of awards granted in prior years that met vesting conditions during FY |
|
|
159,513 |
|
|
|
(15,106 |
) |
Compensation Actually Paid |
|
$ |
1,562,882 |
|
|
$ |
1,604,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
$ |
4,291,389 |
|
|
$ |
26,169,529 |
|
|
$ |
5,312,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT—Stock Awards |
|
|
— |
|
|
|
(22,104,207 |
) |
|
|
(1,629,598 |
) |
SCT—Option Awards |
|
|
— |
|
|
|
— |
|
|
|
(1,543,755 |
) |
Prior FYE fair value for awards that failed to meet vesting conditions during FY |
|
|
(13,246,648 |
) |
|
|
(2,256,669 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of awards granted during FY outstanding and unvested at FYE |
|
|
— |
|
|
|
13,434,625 |
|
|
|
2,277,665 |
|
Change in fair value of awards granted in prior years unvested at FYE |
|
|
— |
|
|
|
208,654 |
|
|
|
281,159 |
|
Change in fair value of awards granted in prior years that met vesting conditions during FY |
|
|
(94,927 |
) |
|
|
590,795 |
|
|
|
62,389 |
|
Compensation Actually Paid |
|
$ |
(9,050,186 |
) |
|
$ |
16,042,728 |
|
|
$ |
4,760,010 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,683,294
|
$ 2,715,165
|
$ 3,586,248
|
$ 1,648,091
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,508,530
|
698,389
|
1,842,238
|
1,542,660
|
Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total (Average) |
|
$ |
1,683,294 |
|
|
$ |
2,715,165 |
|
|
$ |
3,586,248 |
|
|
$ |
1,648,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCT—Stock Awards |
|
|
|
|
|
|
(1,621,070 |
) |
|
|
(2,178,772 |
) |
|
|
(301,225 |
) |
SCT—Option Awards |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(71,341 |
) |
SCT—Change in Pension value and Non-Qualified Deferred Compensation Earnings |
|
|
(19,947 |
) |
|
|
(894 |
) |
|
|
(26,736 |
) |
|
|
(31,535 |
) |
Prior FYE fair value for awards that failed to meet vesting conditions during FY |
|
|
(222,148 |
) |
|
|
(201,203 |
) |
|
|
(251,068 |
) |
|
|
(147,782 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of awards granted during FY outstanding and unvested at FYE |
|
|
|
|
|
|
101,343 |
|
|
|
612,789 |
|
|
|
397,084 |
|
Change in fair value of awards granted in prior years unvested at FYE |
|
|
|
|
|
|
(303,296 |
) |
|
|
23,320 |
|
|
|
26,218 |
|
Vesting fair value of awards granted in FY that vested during the FY |
|
|
|
|
|
|
8,660 |
|
|
|
— |
|
|
|
— |
|
Change in fair value of awards granted in prior years that met vesting conditions during FY |
|
|
57,903 |
|
|
|
(13,816 |
) |
|
|
53,208 |
|
|
|
3,350 |
|
Service cost for defined benefit and actuarial pension plans |
|
|
9,429 |
|
|
|
13,500 |
|
|
|
23,250 |
|
|
|
19,800 |
|
Compensation Actually Paid |
|
$ |
1,508,530 |
|
|
$ |
698,389 |
|
|
$ |
1,842,238 |
|
|
$ |
1,542,660 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Diebold Total Shareholder Return (“TSR”) and “Compensation Actually Paid” For the post-Emergence period beginning on August 14, 2023 (the first day our shares of common stock were listed for trading on the NYSE) through December 31, 2023, our TSR increased from $100.00 to $140.74. Because all of the Company’s existing equity-based awards were cancelled upon Emergence, Compensation Actually Paid does not have a significant relationship to the Company’s TSR for 2023. In future years, as equity-based grants are reintroduced into the Company’s executive compensation programs, we expect that the portions of Compensation Actually Paid which reflect or are derived from our stock price will have a value significantly correlated to Company TSR.
|
|
|
|
Compensation Actually Paid vs. Net Income |
Relationship Between Net Income and “Compensation Actually Paid” The Company does not directly employ net income as a financial performance measure upon which named executive officer compensation may be earned. However, net income movements are tracked through our use of Non-GAAP OP / Adjusted EBITDA metrics in our annual incentive plan and for the first year of performance of our 2023 performance cash awards, and a cumulative Adjusted EBITDA metric has been used in past years with our performance share units. Accordingly, “Compensation Actually Paid” reflects the value of: (a) bonuses earned in 2020 (a payout of 71% of the target annual bonus for named executive officers resulting solely from achievement against Non-GAAP OP) (b) bonuses earned in 2021 (a payout of approximately 61% of the target annual bonus for named executive officers in 2021, approximately half of which was attributed to Non-GAAP OP achievement); (c) no payments under the 2022 annual incentive plan or long-term performance incentives that could have vested in 2021 or 2022; and (d) bonuses earned for 2023 (a payout of approximately 75% of the target annual bonus for the CEO and approximately 83% of the target annual bonus for the other Named Executive Officers, approximately half of which was attributable to Non-GAAP OP achievement).
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
Relationship Between Non-GAAP OP and “Compensation Actually Paid” Non-GAAP OP (as defined under the heading “ Compensation Discussion and Analysis—Definition of Key Compensation Terms ” above) has served as a critical financial performance measure (50% weighting) upon which annual incentive plan bonuses have been able to be earned since 2020. As noted above, in 2023 Non-GAAP OP was also employed as a metric for the first year of our 2023 performance cash awards. Accordingly, “Compensation Actually Paid” reflects: (a) bonuses earned in 2020 (a payout of 71% of the target annual bonus for named executive officers resulting solely from achievement against Non-GAAP OP) (b) bonuses earned in 2021 (a payout of approximately 61% of the target annual bonus for named executive officers in 2021, approximately half of which was attributed to Non-GAAP OP achievement); (c) no payments under the 2022 annual incentive plan or long-term performance incentives that could have vested in 2021 or 2022; and (d) bonuses earned in 2023 (a payout of approximately 75% of the target annual bonus for the CEO and approximately 83% of the target annual bonus for the other Named Executive Officers, approximately half of which was attributable to Non-GAAP OP achievement).
|
|
|
|
Total Shareholder Return Vs Peer Group |
Comparison Between Diebold TSR and Peer Group TSR For the post-Emergence period beginning on August 14, 2023 (the first day our shares of common stock were listed for trading on the NYSE) through December 31, 2023, the Company’s TSR has increased by approximately 41%, while the TSR of the S&P 400 Midcap Index has increased by approximately 4% over the same period. Relative performance measured against the S&P 400 Midcap Index has, from time to time, been included as a performance measure for certain of the Company’s long-term incentive vehicles, most recently performance-based grants covering a performance period from 2018-2020. Because the Company’s relative TSR performance for that grant cycle did not meet threshold performance against the S&P 400 Midcap Index, these grants were forfeited thus reducing the “Compensation Actually Paid” to named executive officers in 2020.
|
|
|
|
Tabular List, Table |
MOST IMPORTANT FINANCIAL MEASURES The below tabular list identifies the financial measures deemed by the People and Compensation Committee to be the most important financial measures for linking the compensation of the Company’s named executive officers to the performance of the Company:
|
MOST IMPORTANT FINANCIAL MEASURES |
Consolidated Non-GAAP Operating Profit |
Revenue Units (ATM) |
Revenue Units (SCO) |
Revenue Units (ePOS) |
|
|
|
|
Total Shareholder Return Amount |
$ 134.65
|
|
|
|
Peer Group Total Shareholder Return Amount |
105.81
|
|
|
|
Net Income (Loss) |
$ 1,376,100,000
|
$ (581,400,000)
|
$ (78,800,000)
|
$ (269,100,000)
|
Company Selected Measure Amount |
344,390,000
|
197,500,000
|
332,700,000
|
335,400,000
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Consolidated Non-GAAP Operating Profit
|
|
|
|
Non-GAAP Measure Description |
The Committee determined that Non-GAAP OP was the most important financial performance metric used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023. More information about Non-GAAP OP can be found under the heading “Definitions of Key Compensation Terms ” in the “Compensation Discussion and Analysis .” This performance measure may not have been the most important financial performance measure for years 2022, 2021 or 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Revenue Units (ATM)
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Revenue Units (SCO)
|
|
|
|
Measure:: 4 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Revenue Units (ePOS)
|
|
|
|
Mr. Marquez [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
PEO Total Compensation Amount |
$ 2,248,413
|
$ 5,660,334
|
|
|
PEO Actually Paid Compensation Amount |
$ 1,562,882
|
1,604,309
|
|
|
PEO Name |
Mr. Marquez
|
|
|
|
Mr. Schmid [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
PEO Total Compensation Amount |
|
4,291,389
|
$ 26,169,529
|
$ 5,312,150
|
PEO Actually Paid Compensation Amount |
|
(9,050,186)
|
16,042,728
|
4,760,010
|
PEO Name |
Mr. Schmid
|
|
|
|
PEO | Mr. Marquez [Member] | SCT Stock Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
(4,343,685)
|
|
|
PEO | Mr. Marquez [Member] | Prior FYE fair value for awards that failed to meet vesting conditions during FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (845,044)
|
|
|
|
PEO | Mr. Marquez [Member] | Fair value of awards granted during fiscal year (FY) outstanding and unvested at fiscal yearend (FYE) [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
847,257
|
|
|
PEO | Mr. Marquez [Member] | Change in fair value of awards granted in prior years unvested at FYE [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
(544,491)
|
|
|
PEO | Mr. Marquez [Member] | Change in fair value of awards granted in prior years that met vesting conditions during FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
159,513
|
(15,106)
|
|
|
PEO | Mr. Schmid [Member] | SCT Stock Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
(22,104,207)
|
(1,629,598)
|
PEO | Mr. Schmid [Member] | SCT Option Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
|
(1,543,755)
|
PEO | Mr. Schmid [Member] | Prior FYE fair value for awards that failed to meet vesting conditions during FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
(13,246,648)
|
(2,256,669)
|
|
PEO | Mr. Schmid [Member] | Change in fair value of awards granted in prior years unvested at FYE [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
208,654
|
281,159
|
PEO | Mr. Schmid [Member] | Change in fair value of awards granted in prior years that met vesting conditions during FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
(94,927)
|
590,795
|
62,389
|
PEO | Mr. Schmid [Member] | Fair value of awards granted during FY outstanding and unvested at FYE [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
13,434,625
|
2,277,665
|
Non-PEO NEO | SCT Stock Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
(1,621,070)
|
(2,178,772)
|
(301,225)
|
Non-PEO NEO | SCT Option Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
|
(71,341)
|
Non-PEO NEO | Prior FYE fair value for awards that failed to meet vesting conditions during FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(222,148)
|
(201,203)
|
(251,068)
|
(147,782)
|
Non-PEO NEO | Change in fair value of awards granted in prior years unvested at FYE [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
(303,296)
|
23,320
|
26,218
|
Non-PEO NEO | Change in fair value of awards granted in prior years that met vesting conditions during FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
57,903
|
(13,816)
|
53,208
|
3,350
|
Non-PEO NEO | SCT Change in Pension value and NonQualified Deferred Compensation Earnings [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(19,947)
|
(894)
|
(26,736)
|
(31,535)
|
Non-PEO NEO | Vesting fair value of awards granted in FY that vested during the FY [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
8,660
|
|
|
Non-PEO NEO | Service cost for defined benefit and actuarial pension plans [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 9,429
|
13,500
|
23,250
|
19,800
|
Non-PEO NEO | Fair value of awards granted during FY outstanding and unvested at FYE [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
$ 101,343
|
$ 612,789
|
$ 397,084
|