Ilhami Cantadurucu
About Ilhami Cantadurucu
Ilhami Cantadurucu is Executive Vice President, Global Retail at Diebold Nixdorf (DBD), age 50, serving in this role since January 1, 2023, with continuous employment at the company since August 15, 2018 . He leads the Retail segment’s strategy and operations including global sales, business development and customer relationships; prior roles span global account management and finance leadership across EMEA and North America, including Wincor Nixdorf before its acquisition . Education: Master of Industrial Engineering and Management (University of Paderborn, Germany) and Master of Arts in International Economics (Heriot-Watt University, Edinburgh) . 2024 pay-for-performance metrics included Constant Currency Revenue, Non-GAAP Operating Profit and Unlevered Free Cash Flow; actuals were 98.5% of revenue target, 102.91% of OP target, and 103.28% of UFCF target, driving a 100.22% target payout under the annual incentive plan . Company performance in 2024 included highest free cash flow in nearly ten years and $338 million of debt repaid, reflecting operational improvements and disciplined capital allocation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf | EVP, Global Retail | 2023–present | Leads Retail segment strategy and operations, global sales, business development and customer relationships . |
| Diebold Nixdorf | VP, Retail Global Account Management | 2021–2023 | Drove strategies/operations for top six global retail accounts and EV charging business . |
| Diebold Nixdorf | VP, Retail Global Finance; VP EMEA Finance (Banking & Retail) | 2016–2020 | Finance leadership across retail and EMEA to support segment profitability and growth . |
| Wincor Nixdorf (pre-acquisition) | VP, Global Retail Finance | 2013–2016 | Global finance leadership for retail . |
| Wincor Nixdorf | COO, North America | 2011–2013 | Led North America operations, execution and efficiency . |
| Wincor Nixdorf | CFO, Turkey | 2006–2011 | Country finance leadership, performance management . |
External Roles
| Disclosure | Details |
|---|---|
| Public company boards / external directorships | None disclosed in company filings for Cantadurucu . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (currency, USD equiv.) | £375,000; $466,462 USD (avg FX) | £375,000; $480,150 USD (avg FX) |
| Target Annual Incentive (% of salary) | 100% | 100% |
| Actual Annual Incentive Paid (AIP, USD) | $394,578 (included in non‑equity incentive comp) | $473,191 (AIP payout based on 100.22% achievement) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| 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 (OP) | 40% | $340.2M | $378.0M | $434.7M | $389.0M (excl. Fresh Start amort.) | 109.70% | 43.88% |
| Unlevered Free Cash Flow (UFCF) | 40% | $225.0M | $250.0M | $287.5M | $258.2M | 110.93% | 44.37% |
| Total | 100% | 100.22% |
Long‑Term Incentives (LTI) – 2024 Grants and Structures
| Vehicle | Grant Date | Units / Amount | Vesting | Performance Metrics / Hurdles | Grant Date Fair Value (USD) |
|---|---|---|---|---|---|
| Emergence RSUs | 01/19/2024 | 8,139 units | 25% annual over 4 years | Time‑based | $251,495 |
| Emergence Performance‑Vested Options | 01/19/2024 | 40,696 options | Cliff after 4 years; must meet price hurdles | Stock price hurdles: $65 (40%), $85 (30%), $95 (30%); 4‑yr CAGRs 20.4%, 28.8%, 32.4% | $444,400 |
| 2024 RSUs (annual LTI) | 03/01/2024 | 9,993 units | 33.3% annual over 3 years | Time‑based | $329,569 |
| 2024‑2026 Performance Cash Awards | 01/01/2024 period start | Target £326,152 equivalent (100% of salary x 50% performance cash) | Payable after 3‑year period | Cumulative EBITDA (75%), Cumulative Revenue (25%) | N/A (cash, paid post‑period) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 2,789 shares (<1% of class) as of March 3, 2025 . |
| Unvested RSUs (not counted in beneficial ownership) | 21,021 units (emergence + annual grants) . |
| Outstanding Options | 40,696 performance‑vested options at $30.90 exercise price, expiring 01/19/2034 . |
| Market Value of Unvested RSUs (12/31/2024) | $350,303 (emergence RSUs), $430,099 (2024 RSUs) at $43.04 closing price . |
| Stock Ownership Guidelines | Executives required to hold 3x base salary; 50% of net shares must be retained until compliance . |
| Hedging/Pledging | Prohibited by Insider Trading Policy . |
| Vested vs Unvested | Vested: 2,789 shares; Unvested RSUs: 21,021; Options unearned until price hurdles achieved . |
Employment Terms
| Term | Detail |
|---|---|
| Service Agreement | Diebold Nixdorf (UK) Limited, dated Feb 7, 2023 . |
| Role Start Date | January 1, 2023 (EVP, Global Retail) . |
| Continuous Employment Date | August 15, 2018 (for UK statutory purposes) . |
| Base Salary (Agreement) | $466,463 USD equivalent in 2023 (GBP paid) . |
| Pension/Deferred Benefits | Defined Contribution Pension Plan contributions at 8% of base salary and applicable bonus; Wincor Nixdorf AG Pension Scheme present value $38,440 at 12/31/2024 . |
| Severance (non‑CIC) | Illustrative amounts at 12/31/2024: Severance $480,150; AIP $465,164 (pro‑rata scenario); RSUs $107,525; Pension $38,440; Other benefits $50,552; Total $1,141,831 . |
| Change‑in‑Control (double‑trigger) | Lump‑sum and benefits estimated total $4,440,974; includes severance $1,890,628; AIP $465,164; RSUs $813,972; Options $706,483; Performance cash $326,152; Deferred cash $152,732; Pension $38,440; Other benefits $47,403 . |
| Clawback | NYSE‑compliant clawback policy (restatement triggers) and equity plan clawbacks for detrimental conduct . |
| Perquisites | Accident/liability insurance, health insurance, pension insurance subsidies, company car lease; financial planning and executive physical . |
Performance & Track Record
- Segment leadership: Articulated Retail strategy to expand in Europe, penetrate North America with open self‑service solutions, and enhance offerings with AI and computer vision .
- Execution milestones: Launched U.S. retail technology production line to localize delivery and serve major QSR customers; Cantadurucu emphasized flexibility and timing aligned with growth objectives in North America .
- Corporate performance linkage: 2024 AIP metrics focused on revenue quality, profitability and cash conversion; actuals modestly exceeded OP and UFCF targets, with near‑target revenue, supporting pay‑for‑performance .
- Transition risk: Company announced on Oct. 9, 2025 that Cantadurucu will leave to pursue other interests, remaining through early 2026 to ensure smooth transition . 8‑K noted severance per employment agreement Exhibit 10.31 .
Compensation Structure Analysis
- Cash vs equity mix: 2024 comp included salary ($480,150 USD equiv.), stock awards ($581,064), option awards ($444,400), and non‑equity incentive ($549,557 including AIP and deferred cash vesting), totaling $2,140,324—balanced at‑risk equity and cash incentives .
- Shift to performance options: Emergence grants heavily weighted to performance‑vested options with demanding stock price hurdles; majority back‑loaded (CAGR 28.8–32.4%), signaling management confidence and shareholder alignment .
- AIP metric rigor: Revenue threshold band narrowed (97%–105% of target) to avoid payouts below prior‑year results post‑restructuring, reinforcing discipline .
- Governance safeguards: No hedging/pledging, clawbacks, no excise tax gross‑ups, and no option repricing; say‑on‑pay approval at ~99.44% in 2024 indicates strong shareholder support .
Equity Ownership & Incentives Table (Multi‑Year Summary)
| Metric | 2023 | 2024 |
|---|---|---|
| Shares Beneficially Owned | — | 2,789 (<1%) |
| Unvested RSUs (units) | — | 21,021 |
| Emergence RSUs Granted | — | 8,139 |
| Emergence Options Granted | — | 40,696 @ $30.90; hurdles $65/$85/$95 |
| 2024 RSUs Granted | — | 9,993 |
| Market Value Unvested RSUs (12/31/2024) | — | $350,303; $430,099 at $43.04 |
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay approval: ~99.44% at 2024 annual meeting .
- Peer group: 17 companies approved Dec 2023 (e.g., ACI Worldwide, Juniper Networks, Brink’s, Western Union, Unisys), selected by revenue size, competition for talent, and business model comparability .
Investment Implications
- Alignment: Heavy performance‑vested option mix with stringent price hurdles ties upside to sustained valuation gains, reducing near‑term selling pressure from options; RSU vesting across 3–4 years provides retention continuity but could periodically add supply as tranches settle .
- Retention risk: Announced departure (supporting transition through early 2026) creates leadership transition risk in Retail; however, succession efforts include consolidating revenue leadership under Joe Myers (CRO) and operational leadership under the new COO, potentially mitigating execution gaps .
- Pay‑for‑performance: AIP metrics centered on profitability and cash conversion were met or modestly exceeded, supporting disciplined incentive payouts; continued focus on OP/UFCF should sustain FCF strength post‑restructuring .
- Governance quality: Prohibitions on hedging/pledging, robust clawbacks, and no problematic tax gross‑ups limit red‑flag risk; executive stock ownership guidelines (3x salary) enhance alignment, though individual compliance status is not disclosed .
- Ownership signal: Direct beneficial ownership is small (<1%), but significant unvested equity exposure (RSUs/options) links personal outcomes to multi‑year performance and share price appreciation .