Maura Markus
About Maura A. Markus
Independent director of Diebold Nixdorf (DBD); age 67; appointed August 6, 2024; serves on the Audit Committee and the People & Compensation Committee; designated by the Board as an “audit committee financial expert.” Former President & COO of Bank of the West (2010–2014) and 22-year Citigroup executive with senior roles spanning International Retail Banking and multiple regional presidencies. Current director at Broadridge Financial Solutions (since 2013) and Stifel Financial Corp (since 2016).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of the West | President & Chief Operating Officer; Board Director; Executive Management Committee | 2010–2014 | Senior operating leadership; enterprise executive governance |
| Citigroup/Citibank | EVP – Head of International Retail Banking (Global Consumer Group); President, Citibank North America; President, Citibank Greece; Sales & Marketing Director, Citibank Europe | ~22 years (multiple roles) | Global retail banking leadership; multi-region P&L and growth |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Broadridge Financial Solutions (NYSE: BR) | Director | 2013 | Public company board |
| Stifel Financial Corp (NYSE: SF) | Director | 2016 | Public company board |
| College of Mount St. Vincent (NY) | Executive Committee member; Committee Chair | N/A | Non-profit governance |
Board Governance
- Independence: Board determined Ms. Markus has no material relationship with the Company and is independent under NYSE/SEC standards .
- Committees: Audit Committee member and People & Compensation Committee member (not a chair) .
- Financial Expert: Identified as an audit committee financial expert (Reg S-K Item 407(d)(5)) .
- Attendance: In 2024, the Board held 5 regular and 1 special meeting; all directors attended ≥75% of Board and committee meetings during their service period .
- Executive Sessions: Independent directors meet in executive session; chaired by the non-executive Board Chair .
- Related Person Transactions: None requiring Item 404 disclosure in 2024; policy prohibits transactions that impair independence .
Fixed Compensation
| Item | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 (paid quarterly) | |
| Committee chair fee | $25,000 per chair (no extra for committee membership) | |
| Non-executive Board Chair additional retainer | $100,000 | |
| Standard annual director equity grant | RSUs with $200,000 grant-date value; directors receiving 2023 emergence grants are not eligible until those vest fully | |
| Ms. Markus 2024 cash (pro-rata) | $41,667 | |
| Ms. Markus 2024 stock awards (ASC 718 FV) | $118,348 | |
| Ms. Markus new director RSUs granted | 3,196 RSUs on Aug 6, 2024; per-share grant-date value $37.03; aggregate stated value $133,333; ASC 718 FV aligns with per-share price |
Director stock ownership guidelines: 5x annual cash retainer; both unvested and deferred shares count toward compliance .
Performance Compensation
| Metric | Applies to Directors? | Notes |
|---|---|---|
| Performance-based cash/PSUs, price-hurdle options | No ongoing director-specific performance metrics disclosed for Ms. Markus; her 2024 grant is time-based RSUs | 2023 director “emergence grants” (RSUs and options with price hurdles) applied to directors serving then; Ms. Markus joined in 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| People & Compensation Committee interlocks | None; committee comprised solely of independent directors; no related-party relationships disclosed for members in 2024 |
| Potential interlocks with DBD stakeholders | Board independence review considered relationships where directors serve on other boards; no impairments identified |
Expertise & Qualifications
- Deep banking operations and consumer financial services leadership across U.S. and Europe; prior roles include global retail banking, regional presidencies, and executive committee service .
- Technology/operational exposure via current public boards (Broadridge – fintech/processing; Stifel – financial services) .
- Financial oversight credibly enhanced by audit committee financial expert designation .
Equity Ownership
| Holding Type | Amount | Percent of Class | Notes |
|---|---|---|---|
| Common shares beneficially owned | 0 | <1% | Beneficial ownership excludes unvested RSUs |
| Options exercisable within 60 days | 0 | N/A | — |
| Unvested RSUs (director) | 3,196 | N/A | Granted Aug 6, 2024 |
| Deferred shares under Director plan | Not listed for Ms. Markus (others shown) | N/A | — |
| Hedging/pledging | Prohibited by Insider Trading Policy | N/A | Policy applies to directors |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit; People & Compensation); formal designation as audit committee financial expert; 2024 attendance threshold met; no related-party transactions; Section 16 filings timely in 2024 .
- Alignment: RSU grant provides direct equity linkage; director ownership guidelines require 5x cash retainer with unvested RSUs counting, providing a structured path to alignment for new directors .
- Watch items: Multi-board commitments (Broadridge, Stifel, DBD) warrant customary monitoring of time/engagement; initial ownership level is limited to new director RSUs, with expected ramp under guidelines .
- Red flags: None disclosed—no related-party transactions; no committee interlocks; hedging/pledging banned; all directors met attendance minimum; no delinquent Section 16 reports .