Frank Baur
About Frank Baur
Frank Baur is Executive Vice President, Operational Excellence at Diebold Nixdorf, appointed January 15, 2024; he will become Executive Vice President, Chief Operating Officer effective January 1, 2026 (age 50) . His 2024 pay and incentives emphasize operational execution and cash flow: the annual bonus was tied to Constant Currency Revenue (20%), Non‑GAAP Operating Profit (40%), and Unlevered Free Cash Flow (40%), which collectively paid at 100.22% of target for 2024 based on above‑target OP and UFCF performance . Post‑emergence shareholder value creation was strong, with Company TSR up ~109% from August 14, 2023 to December 31, 2024, versus ~17% for the S&P 400 Midcap, aligning with option price‑hurdle awards granted in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Vernova (Onshore Wind) | Senior Executive Director & Chief Operating Officer | 2021–2024 | Led global onshore wind operations, bringing large‑scale industrial operating rigor |
| Parker Hannifin Corp. | Vice President, EMEA Supply Chain | 2018–2021 | Responsible for end‑to‑end supply chain and procurement across EMEA |
Fixed Compensation
| Item | 2024 Details |
|---|---|
| Base Salary | CHF 490,000 (approx. $556,787 USD at 2024 avg CHF:USD 1:1.1363) |
| Target Annual Bonus | 100% of salary; Baur thresholds/targets for 2024 AIP set at $288,525 (threshold), $577,051 (target), $865,576 (max) |
| Actual Annual Bonus Paid (2024) | $522,802, reflecting 100.22% payout of target based on performance outcomes |
| Sign‑On Bonus | CHF 217,600 (~$247,259 USD) paid at hire (Jan 2024) |
| Other Compensation (2024) | Retirement contributions $139,478; financial planning $10,000; insurance premiums $48,430; car allowance $10,755; executive physical $2,701; total $211,363 (CHF converted at 1:1.1363) |
Performance Compensation
2024 Annual Incentive Plan (Company‑level metrics and outcome)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % at Achievement | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Constant Currency Revenue | 20% | $3.739B | $3.810B | $4.001B | $3.753B | 59.86% | 11.97% |
| Non‑GAAP Operating Profit | 40% | $340.2M | $378.0M | $434.7M | $389.0M | 109.70% | 43.88% |
| Unlevered Free Cash Flow | 40% | $225.0M | $250.0M | $287.5M | $258.2M | 110.93% | 44.37% |
| Total | 100% | — | — | — | — | — | 100.22% |
Baur’s earned AIP for 2024 was $522,802, consistent with the 100.22% outcome and his target opportunity .
Long‑Term Incentives (granted in 2024)
| Component | Weighting/Opportunity | Performance Metric(s) | Measurement Period | Vesting | Grant Detail |
|---|---|---|---|---|---|
| Performance Cash Awards (2024–2026) | 50% of 2024 LTI; Baur target LTI 137.5% of salary (CHF 673,750) | Cumulative EBITDA (75%), Cumulative Revenue (25%) | 3 years (FY2024–FY2026) | Cash payout after period, performance‑based | Granted Mar 1, 2024 (mechanics and metrics) |
| RSUs (2024 annual LTI) | 50% of 2024 LTI | Time‑based | 3 years | 3 equal annual installments from grant date | 10,773 RSUs (grant date 3/1/2024; GDFV $355,294) |
| Emergence Options (price‑vested) | One‑time | Stock price hurdles: $65/$85/$95 | 4‑year vest window | Vest in full after 4 years only if 20‑day avg price hurdles met (tranches 40%/30%/30%) | 40,696 options @ $30.90 (1/19/2024; GDFV $444,400) |
| Emergence RSUs | One‑time | Time‑based | 4 years | 4 equal annual installments from grant date | 8,139 RSUs @ $30.90 (1/19/2024; GDFV $251,495) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Frank Baur | 15,025 | <1% | Unvested RSUs excluded from beneficial ownership; Baur unvested RSUs: 22,847 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Quantity/Strike | Status at 12/31/24 | Vesting / Hurdles | Year‑end Value (if applicable) |
|---|---|---|---|---|---|
| Performance‑vested Options | 1/19/2024 | 40,696 @ $30.90 | Unexercised, unearned | 4‑yr vest; price hurdles $65 (40%), $85 (30%), $95 (30%); 20‑day avg test | N/A |
| Emergence RSUs | 1/19/2024 | 8,139 | Unvested | 4 equal annual installments from grant date | $350,303 (at $43.04) |
| 2024 RSUs (annual LTI) | 3/1/2024 | 10,773 | Unvested | 3 equal annual installments from grant date | $463,670 (at $43.04) |
Company policy prohibits pledging and hedging of Company shares by executives and directors . Executive stock ownership guidelines adopted Aug 2024 require 3x salary for ELT members, with a 50% net‑after‑tax hold‑until‑met requirement; only shares and RSUs count toward compliance .
Option Price Hurdles (Emergence Options)
| Tranche | Weighting | Price Hurdle | Implied 4‑yr Price CAGR |
|---|---|---|---|
| 1 | 40% | $65 | 20.4% |
| 2 | 30% | $85 | 28.8% |
| 3 | 30% | $95 | 32.4% |
Employment Terms
- Role and start date: EVP, Operational Excellence effective Jan 15, 2024; service agreement with Diebold Self Service Solutions Sàrl dated Jan 5, 2024 .
- Cash comps in agreement: Annual base salary USD $556,787 (paid in CHF); sign‑on bonus CHF 217,600 ($247,259) .
- Benefits/perqs: Insurance contributions, pension contributions, monthly car allowance; see 2024 “other comp” table for detailed amounts .
- Severance/CIC: Baur does not participate in the Senior Leadership Severance Plan and is not party to a change‑in‑control agreement; upon involuntary termination without cause or resignation for good reason (with or without CIC), entitled only to statutory Swiss benefits .
- Clawbacks/insider policy: Company maintains NYSE‑compliant clawback policy; insider policy prohibits pledging/hedging/short sales; strict blackout periods .
- Pension: Swiss Pension Plan present value $1,096,080 (CHF 993,000), defined benefit under Swiss law; lump‑sum option reduces annuity; death/disability coverage .
Performance & Track Record
- Company 2024 AIP outcome: 100.22% of target driven by above‑target Non‑GAAP OP ($389M vs $378M target) and UFCF ($258.2M vs $250M target); revenue slightly above threshold ($3.753B vs $3.810B target) .
- Post‑emergence TSR: ~+109% (Aug 14, 2023 to Dec 31, 2024) vs S&P 400 Midcap ~+17% .
- 2024–2026 LTI metrics: Cumulative EBITDA (75%) and Cumulative Revenue (25%), reinforcing multi‑year profitable growth focus .
Compensation Structure Analysis
- Mix and leverage: 2024 LTI split 50% performance cash, 50% RSUs for annual LTI; additional one‑time emergence options and RSUs heavily performance‑oriented via price hurdles and four‑year vesting .
- Target LTI magnitude: 137.5% of salary (CHF 673,750) for Baur, consistent with ELT level post‑restructuring .
- Governance signals: No repricing/cash buyout of underwater options; no excise tax gross‑ups; no hedging/pledging; robust clawback policy .
- Say‑on‑pay support: ~99.44% approval at 2024 annual meeting, indicating strong shareholder endorsement of pay design .
Risk Indicators & Red Flags
- Related party transactions: None for Baur requiring disclosure under Item 404(a) .
- Section 16 compliance: All directors/officers timely filed for 2024 .
- Severance/CIC coverage: Absence of company severance and CIC agreement for Baur may reduce entrenchment risk but could elevate retention risk in a transaction scenario .
- Pledging/hedging: Prohibited by policy (reduces misalignment risk) .
Investment Implications
- Alignment and upside: Large performance‑vested option grant with aggressive price hurdles ($65/$85/$95) tightly links wealth creation to sustained TSR compounding (20–32% 4‑yr CAGR), a positive signal for operational and valuation focus .
- Cash flow discipline: 2024 bonus paid at ~100% with OP and UFCF above target underscores internal emphasis on profitability and cash conversion—supportive for deleveraging and equity value in a post‑restructuring context .
- Retention/overhang dynamics: RSU tranches vest ratably over 3–4 years (10,773 over 3 years; 8,139 over 4 years), creating predictable, modest selling supply; options are back‑ended and require significant price hurdles, limiting near‑term dilution/selling pressure .
- Governance quality: High say‑on‑pay support, no hedging/pledging, and robust clawbacks lower governance risk; absence of CIC/severance for Baur transfers more downside risk to the executive, which can be shareholder‑friendly but may pose retention risk in stressed or M&A scenarios .