Elizabeth Radigan
About Elizabeth Radigan
Elizabeth C. (Lisa) Radigan is Executive Vice President, Chief Legal Officer and Corporate Secretary of Diebold Nixdorf (DBD), appointed as of August 16, 2023; she previously served as EVP, Chief People Officer (Nov 2022–Aug 2023) and earlier as SVP, Chief Ethics and Compliance Officer (2014–Nov 2022). She was disclosed as age 43 in the company’s 2023 Form 10-K executive roster and has since taken on an expanded remit; in Oct 2025 the company announced she will become Chief Administrative Officer effective Dec 1, 2025, expanding her oversight across HR, security, employee communications and facilities. 2023 compensation and performance tied to Non-GAAP Operating Profit and Revenue Units drove a 2023 AIP payout of 82.8% for non-CEO NEOs, with Non-GAAP OP achieving $344.6 million vs $350 million target; post-emergence Company TSR rose from $100 to $140.74 from Aug 14, 2023 to Dec 31, 2023.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf | Executive Vice President, Chief Legal Officer and Corporate Secretary | Aug 2023–present | Oversees legal and corporate secretary functions; signer on multiple 8-Ks and governance documents, including offer letters and plan amendments. |
| Diebold Nixdorf | Executive Vice President, Chief People Officer | Nov 2022–Aug 2023 | Led people strategy during restructuring and emergence. |
| Diebold Nixdorf | Senior Vice President, Chief Ethics and Compliance Officer | 2014–Nov 2022 | Led global ethics and compliance framework. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf Dutch Holding B.V. | Director A | 2022 | Signatory on First Amendment to Transaction Support Agreement in cross-border restructuring. |
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | $475,000 |
| Target Bonus (% of Salary) | 100% |
| Actual Annual Incentive Plan (AIP) Paid ($) | $393,077 |
| Retention/Bonus ($) | $400,000 retention award (one-time) |
| All Other Compensation ($) | $31,269 |
| Total 2023 Compensation ($) | $1,299,346 |
Performance Compensation
2023 Annual Incentive Plan (AIP) – Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % at Achievement | Weighted Payout % | Vesting |
|---|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Profit ($) | 50% | $297m | $350m | $367.5m | $344,606,490 | 92.3% | 46.1% | Cash paid post liquidity review, approved by Committee |
| ATM Revenue Units (#) | 30% | 49,300 | 58,000 | 60,950 | 57,480 | 95.5% | 28.7% | Cash |
| SCO Revenue Units (#) | 12.5% | 33,150 | 39,000 | 40,950 | 36,161 | 63.6% | 8.0% | Cash |
| ePOS Revenue Units (#) | 7.5% | 106,250 | 125,000 | 131,250 | 94,931 | — | — | Cash |
| Total AIP Payout (NEOs excl. CEO) | — | — | — | — | — | — | 82.8% of target | Cash |
Key policy notes: AIP metrics weighted 50% Non-GAAP OP and 50% Revenue Units; payouts capped at 120% of target; threshold starts at 85% of target for NEOs; awards subject to clawback policy; a liquidity review authorized reductions or deferrals but 2023 payouts were approved.
2023–2025 Performance Cash Award (granted 3/28/2023)
| Grant Date | Target Opportunity ($) | Performance Period | Payout Timing | Notes |
|---|---|---|---|---|
| 3/28/2023 | $356,250 | 3-year period: Jan 1, 2023–Dec 31, 2025 | Deferred until after final year completed | Annual performance measurement each year of period; payout based on threshold/target/max achievement and subject to liquidity review. |
2024 Emergence Equity Grants (approved 1/19/2024)
| Instrument | Grant Date | Units | Vesting | Performance Hurdles |
|---|---|---|---|---|
| RSUs | 1/19/2024 | 8,139 | Equal annual installments over 4 years | None beyond service vesting |
| Performance Stock Options | 1/19/2024 | 40,696 | 100% after 4 years; exercisable only upon price hurdles met | Price hurdles: $65 (40%), $85 (30%), $95 (30%), each requiring 20-trading-day average above hurdle; set at 110%, 175%, 207% of $30.90 grant-date price. |
Notes: The company canceled all pre-emergence long-term equity awards; Ms. Radigan had 8,581 RSUs canceled at emergence.
Equity Ownership & Alignment
| As of Date | Shares Beneficially Owned | Unvested RSUs | Options Exercisable within 60 days | Ownership % of Outstanding |
|---|---|---|---|---|
| Feb 27, 2024 | — | 8,139 | — | <1% (executives as a group) |
- Hedging and pledging of company stock are prohibited by Insider Trading Policy; stock ownership guidelines to be newly adopted post-emergence in 2024.
- Emergence equity mix is ~83% performance stock options by unit count, reinforcing at-risk pay with high price hurdles; RSUs provide time-based retention.
Employment Terms
| Scenario | Cash Severance | AIP Pro-Rata | Benefits Continuation | Equity Treatment | Outplacement | Illustrative Amounts (12/31/2023) |
|---|---|---|---|---|---|---|
| Involuntary without Cause or Voluntary with Good Reason | 1.5× salary + 1.5× target bonus (lump sum) | Pro-rata based on time worked and actual results | 18 months participation in health and welfare plans (or until equivalent coverage) | Options: immediate vesting and 12 months exercisability; RSUs: pro-rata vest; Performance shares: pro-rata if earned, paid when others paid | Up to 2 years | Severance: $1,425,000; AIP: $393,077; Performance cash: $89,062; Deferred cash: $237,500; Other benefits: $16,475; Total: $1,834,552 |
| Change in Control with Termination (double-trigger within 3 years of CIC) | 2× salary + 2× target bonus (lump sum) | As applicable | 2 years participation in health and welfare plans | As per plan terms; generally accelerated consistent with CIC program | As applicable | Severance: $1,900,000; AIP: $393,077; Deferred cash: $237,500; Other benefits: $1,967; Total: $2,532,544 |
Additional policies: No excise tax gross-ups upon a change in control; double-trigger requirement for CIC benefits; clawback policy in place and anticipated amendments to comply with Dodd-Frank SEC rules; Insider Trading Policy prohibits hedging/pledging and derivative transactions.
Performance & Track Record
- 2023 AIP payout for NEOs (excluding CEO) was 82.8% of target, reflecting Non-GAAP OP near target and mixed Revenue Units outcomes.
- Post-emergence TSR rose from $100 to $140.74 between Aug 14, 2023 and Dec 31, 2023; equity grants were reintroduced in Jan 2024 following cancellation of all pre-emergence equity awards.
- 2024 Say-on-Pay received strong support: 31,519,101 for; 177,210 against; 108 abstain; indicating shareholder endorsement of compensation program changes post-emergence.
Board Governance (selected)
- People and Compensation Committee oversees executive pay; members in 2024 included Matthew J. Espe (Chair), Patrick J. Byrne, David H. Naemura, and Emanuel R. Pearlman; CD&A included in proxy at Committee’s recommendation.
- Routine black-out periods, strict insider trading and clawback policies enforced.
Fixed Compensation
| Year | Salary ($) | Target Bonus (%) | Notes |
|---|---|---|---|
| 2023 | $475,000 | 100% | 3% increase over 2022; established upon promotion to current role. |
Performance Compensation
AIP Earned (Cash)
| Year | AIP Paid ($) |
|---|---|
| 2023 | $393,077 |
Long-Term Incentives
| Program | Grant Date | Target/Units | Vesting | Status |
|---|---|---|---|---|
| Performance Cash Award (2023–2025) | 3/28/2023 | $356,250 target | Measures each year; payout deferred until after 2025 | In progress |
| RSUs (Emergence) | 1/19/2024 | 8,139 | 4-year ratable vest | Outstanding |
| Performance Stock Options (Emergence) | 1/19/2024 | 40,696 | Cliff vest after 4 years; exercisable upon hitting price hurdles | Outstanding |
Equity Ownership & Alignment
| As of Feb 27, 2024 | Direct/Indirect Shares | Unvested RSUs | Options (exercisable <60 days) |
|---|---|---|---|
| Elizabeth Radigan | — | 8,139 | — |
Policy alignment:
- No hedging or pledging permitted; new executive ownership guidelines anticipated during 2024.
- All pre-emergence equity awards canceled; Radigan had 8,581 RSUs canceled at emergence.
Employment Terms
| Agreement | Key Terms |
|---|---|
| Offer Letter (Aug 31, 2023) | Severance governed by Senior Leadership Severance Plan; CIC Agreement consistent with executive program. |
| Senior Leadership Severance Plan | 1.5× salary + 1.5× target bonus; pro-rata AIP; 18 months benefits; specified equity treatment and outplacement. |
| Change-in-Control Agreement | Double-trigger; 2× salary + 2× target bonus; 2 years benefits; competitive and standard among peers. |
Compliance notes:
- Late Forms 3 filings noted for certain insiders including Ms. Radigan (initial statements) in Feb 2023; characterized as unintentionally filed late.
Investment Implications
- Alignment and incentives: Post-emergence equity awards are heavily performance-based (options with $65/$85/$95 hurdles and 20-day average requirement) which ties upside directly to sustained price appreciation; RSUs provide retention via 4-year ratable vesting. This structure suggests limited near-term selling pressure from Radigan given modest RSU volume (8,139) and performance lock on options.
- Retention and change-in-control economics: 1.5× severance multiple plus benefits offers meaningful protection, while CIC is double-trigger at 2×—supportive of retention through potential strategic events without incentivizing premature departures; pro-rata equity treatment reduces forfeiture risk and smooths payout timing.
- Pay-for-performance integrity: 2023 AIP funded by Non-GAAP OP and Revenue Units with capped payouts, clawbacks, and a liquidity review; strong 2024 say-on-pay support indicates investor acceptance of the revamped program post-emergence.
- Governance risk flags: Hedging/pledging prohibitions and planned Dodd-Frank-compliant clawback mitigate misalignment; the late Section 16 filings were disclosed as unintentional, a minor process red flag but not indicative of broader risk.