Jonathan Myers
About Jonathan Myers
Jonathan (Joe) Myers, age 51, serves as Executive Vice President, Global Banking at Diebold Nixdorf and was appointed to this role effective August 22, 2022; prior to joining Diebold Nixdorf, he was Executive Vice President and Chief Revenue Officer at Elavon from 2011 to 2022 . In 2024, Company performance against annual incentive metrics was near target with Constant Currency Revenue at $3.753 billion, Non-GAAP Operating Profit at $389 million, and Unlevered Free Cash Flow at $258.2 million, yielding a weighted payout of 100.22% of target for NEOs, including Myers . The Company’s Pay Versus Performance framework references TSR benchmarking beginning August 14, 2023 alongside Non-GAAP operating performance, though TSR values for earlier periods are not presented due to the 2023 capital structure reset .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf | EVP, Global Banking | 2022–present | Leads global banking go-to-market; visible as business voice in product launches and platform updates (branch automation and Windows 11 support) |
| Diebold Nixdorf | Chief Revenue Officer (announced) | Effective Jan 1, 2026 | Will lead global Banking and Retail sales; mandate to accelerate revenue, expand pipeline, and improve execution efficiency |
| Elavon | EVP & Chief Revenue Officer | 2011–2022 | Commercial leadership for payments; revenue strategy and large-enterprise sales |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elavon (U.S. Bank subsidiary) | EVP & Chief Revenue Officer | 2011–2022 | Scaled enterprise revenue functions in payments; background aligns with Diebold’s banking and retail channels |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $550,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Discretionary/Other Bonus ($) | $700,000 (2023 bonus line item) | — |
| All Other Compensation ($) | $28,918 | $20,303 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 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% |
| AIP Component | FY 2024 |
|---|---|
| Myers AIP Target (% / $) | 100% / $550,000 |
| Myers AIP Earned ($) | $551,210 |
Note: Non-Equity Incentive Compensation reported for Myers in the SCT for 2024 ($679,543) includes the AIP payout plus one-third vest of his 2023 deferred cash award paid in March 2024 .
Long-Term Incentives (LTI) – Grants and Design
| Component | Design | Grant Date(s) | Award Detail | Vesting |
|---|---|---|---|---|
| Performance Cash Awards (2024–2026) | 3-year cumulative EBITDA (75%) + cumulative revenue (25%) | 3/1/2024 | Myers target LTI opportunity: 187.5% of salary ($1,031,250), with 50% allocated to performance cash | Payout in cash after FY 2026 based on 3-year performance, continued employment required |
| RSUs (Annual LTI 2024) | Time-based RSUs | 3/1/2024 | 15,798 RSUs (grant-date FV $521,018) | Ratable over 3 years (equal annual installments) |
| Emergence RSUs (2024) | Time-based RSUs | 1/19/2024 | 12,522 RSUs (grant-date FV $386,930) | Four equal annual installments from grant |
| Emergence Options (Performance-Vested) | Options vest in full after 4 years only if price hurdles are met | 1/19/2024 | 62,610 options at $30.90 strike; fair value $683,701 | Price hurdles: $65 (40%), $85 (30%), $95 (30%); option expiration 01/19/2034; implied 4-year stock price CAGR hurdles 20.4%–32.4% |
Equity Ownership & Alignment
| Ownership Item | As of | Quantity / Terms |
|---|---|---|
| Common Shares Beneficially Owned | March 3, 2025 | 5,709 shares (<1% of class) |
| Unvested RSUs Held (excluded from beneficial ownership unless vesting within 60 days) | March 3, 2025 | 33,061 RSUs |
| Performance Options Outstanding (unearned) | Dec 31, 2024 | 62,610 options, $30.90 strike, expire 01/19/2034 |
| Stock Ownership Guidelines | Adopted Aug 2024 | Executives must hold stock equal to 3x annual base salary; RSUs and owned common count; 50% of net after-tax shares from vesting/exercise must be held until compliant |
| Hedging/Pledging | Policy | Prohibited for employees/officers/directors under Insider Trading Policy |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter | Dated July 17, 2022; EVP, Global Banking effective August 22, 2022; base salary $550,000; eligible for AIP and LTI |
| Severance (non-CIC) | Senior Leadership Severance Plan: for NEOs other than CEO, 1.5× (base salary + target bonus), pro-rata AIP if earned, and continuation of benefits for up to 18 months, subject to release and ongoing obligations (confidentiality, non-compete) |
| Change-in-Control | Double-trigger agreement: if terminated without cause or resigns for good reason within 2–3 years post-CIC, 2× base salary + 2× target bonus lump sum; two years benefits continuation; additional one-year accrual equivalency for pension/deferred plans; equity vests (options/RSUs immediate; performance units at target) |
| Clawback | NYSE-compliant clawback policy adopted; incentive-based compensation subject to recovery upon financial restatement |
| Equity Award Practices | Annual grants standardized to March 1; no market timing; emergence grants issued Jan 19, 2024 |
| Insider Trading Policy | Strict insider trading controls; prohibits pledging, short sales, and derivatives on Company stock |
Performance Compensation – Detailed Metric Design
| Metric | Weighting | Target Setting Notes | Vesting/Payout Mechanics |
|---|---|---|---|
| AIP: Constant Currency Revenue | 20% | Narrower band (97% threshold; 105% max) to emphasize hitting plan post-restructuring | Annual cash payout based on Company performance; 0–150% cap |
| AIP: Non-GAAP Operating Profit | 40% | Excludes amortization of fair valued assets from fresh start accounting for target setting consistency | Annual cash payout per achievement; Company-wide pool funding |
| AIP: Unlevered Free Cash Flow | 40% | Emphasizes profitability-to-cash conversion discipline | Annual cash payout per achievement |
| LTI: Performance Cash (2024–2026) | 50% of LTI | 75% cumulative EBITDA; 25% cumulative revenue measured over 3 years | Cash settlement post-FY 2026; continued employment required |
| LTI: RSUs (2024) | 50% of LTI | Competitive sizing; annual 3-year ratable vesting cadence | Ratable vesting; subject to clawback and ownership guidelines |
| Emergence Options | ~83% of emergence equity mix | Price hurdles at $65/$85/$95; back-loaded CAGR requirements 28.8% and 32.4% for upper tranches | Full vest after 4 years only if price hurdles met; expire in 2034 |
Investment Implications
- Incentive alignment: Myers’ pay mix is heavily at-risk with multi-year performance cash and price-vested options requiring 20–32%+ stock CAGR to vest, indicating strong alignment with shareholder returns rather than low-risk RSU-heavy designs .
- Retention dynamics: Standard AIP plus staggered RSU vesting (four-year emergence and three-year annual LTI) limit near-term selling pressure; promotion to CRO effective January 1, 2026 suggests continuity of leadership and expanded revenue accountability .
- Ownership and governance: Beneficial ownership is modest (5,709 shares) but supported by significant unvested RSUs (33,061) and strict 3× salary ownership guidelines with 50% post-vesting hold requirements; hedging/pledging prohibited, reducing misalignment risk .
- Downside protection and severance: Non-CIC severance at 1.5× salary+target bonus and CIC double-trigger at 2× provide standard protection without excise tax gross-ups; equity vests on CIC termination, which can create payout optionality in sale scenarios .
- Trading signals: Watch Form 4s around RSU vesting anniversaries (March 1 and January 19) and any exercises if price hurdles are achieved ($65/$85/$95), as these events may signal realized value and potential selling activity; monitor AIP metric disclosures each year for payout sensitivity .
Say-on-Pay support was ~99.44% in 2024, indicating broad shareholder endorsement of the compensation framework post-restructuring .