Octavio Marquez
About Octavio Marquez
Octavio Marquez, 57, has served as Diebold Nixdorf’s President and Chief Executive Officer since March 11, 2022 and joined the Board in 2022; he briefly served as Board Chair from February to September 2023 before the roles were separated and a non-executive Chair was appointed . In 2024, under his leadership, the company generated its highest free cash flow in nearly ten years, repaid $338 million of debt, received Moody’s and S&P upgrades, and authorized a $100 million share repurchase, with annual incentives paying out at 100.22% of target based on Constant Currency Revenue, Non-GAAP Operating Profit, and Unlevered Free Cash Flow performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diebold Nixdorf | EVP, Global Banking | Nov 2020–Mar 2022 | Led global Banking teams; repositioned business, notably in Brazil and Mexico, to align with macro conditions and drive growth . |
| Diebold Nixdorf | SVP, Americas; headed Latin America | 2016–2020 | Repositioned regional operations to drive growth amid macro volatility . |
| Dell EMC (US) | Various roles | 2012–2014 | IT management/cloud roles (operational experience relevant to DN’s services model) . |
| Hewlett Packard Enterprise | Various roles | 2001–2012 | Technology/operations leadership (scale, transformation) . |
| Dell EMC (Mexico) | Role in Mexico | 1997–2000 | Regional execution experience . |
| NCR Corporation | Executive role | 1995–1997 | Banking/retail self-service domain exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external public-company directorships disclosed in proxy . |
Board Governance (Director Service, Committees, Dual-Role Implications)
- Director since 2022; not independent due to CEO role .
- Served as Board Chair Feb–Sep 2023; since Sep 2023, Chair and CEO roles have been separated, with an independent, non-executive Chair (Patrick J. Byrne) presiding over executive sessions—mitigating dual-role concentration and enhancing board independence .
- Committee roles: none (CEO/inside director) .
- Board attendance: all directors attended at least 75% of meetings in 2024; Board held 5 regular and 1 special meeting .
- Independence/controls: regular executive sessions without management; robust committee structure (Audit, Nom/Gov, People & Comp), all independent membership .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 779,755 | 850,000 | 850,000 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design 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 (UFCF) | 40% | $225.0M | $250.0M | $287.5M | $258.2M | 110.93% | 44.37% |
| Total | 100% | — | — | — | — | — | 100.22% |
| Executive | Target Bonus % of Salary | Threshold ($) | Target ($) | Maximum ($) | Earned Incentive ($) |
|---|---|---|---|---|---|
| Octavio Marquez (CEO) | 120% | 510,000 | 1,020,000 | 1,530,000 | 1,022,244 |
Notes:
- AIP metrics emphasized balanced growth, profitability, and cash conversion; payout capped at 150% of target; 2024 payout: 100.22% of target .
Long-Term Incentives (LTI)
| Grant Type | 2024 Structure | CEO 2024 Awards | Vesting |
|---|---|---|---|
| Performance Cash (2024–2026) | Cumulative EBITDA (75%) and Cumulative Revenue (25%) over 3-year period; threshold/target/maximum payouts set per program | Target $2,625,000; Threshold $1,312,500; Max $5,250,000 | Pays after FY2026 based on 3-year results |
| Time-based RSUs (Annual LTI) | 50% of LTI value in RSUs | 80,423 RSUs granted 3/7/2024 at $33.22 grant-date price | Vest 1/3 annually over 3 years from grant date |
| Emergence RSUs (One-time) | Post-restructuring retention/alignment | 50,088 RSUs granted 1/19/2024 at $30.90 | Vest 1/4 annually over 4 years from grant date |
| Emergence Performance-Vested Options | 83% of emergence equity; price hurdles $65 (40%), $85 (30%), $95 (30%); 4-year price CAGR hurdles ~20.4%, 28.8%, 32.4% respectively | 250,443 options at $30.90 strike, expiring 1/19/2034 | Vest in full at 4 years only if each tranche’s 20-day average price hurdle achieved during the 4-year period |
Multi-Year Summary Compensation (CEO)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 779,755 | 4,343,685 | — | — | — | 536,894 | 5,660,334 |
| 2023 | 850,000 | — | — | 762,987 | 500,000 | 135,426 | 2,248,413 |
| 2024 | 850,000 | 4,219,371 | 2,734,838 | 1,688,916 | — | 33,584 | 9,526,709 |
Say-on-Pay: 2024 support approximately 99.44% (strong shareholder endorsement) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned (3/3/2025) | 34,070 shares; less than 1% of class . |
| Unvested RSUs (CEO) | 160,705 RSUs unvested as of 3/3/2025 . |
| Outstanding Options (CEO) | 250,443 unexercised performance-vested options at $30.90 strike; exp. 01/19/2034 . |
| Additional 2024 RSUs (CEO) | 80,423 RSUs (3/7/2024 grant) and 50,088 RSUs (1/19/2024 grant) outstanding; 12/31/2024 market values $3,461,406 and $2,155,788 respectively (at $43.04) . |
| Executive Ownership Guidelines | Adopted Aug 2024: CEO 5x salary; executives must hold 50% of net after-tax shares until compliant; counts shares and unvested RSUs toward compliance . |
| Hedging/Pledging | Prohibited for directors and officers (insider trading policy) . |
| Deferred Compensation | CEO aggregated balance $687,048; 2024 earnings $87,628 . |
Vesting/Supply Considerations:
- RSUs vest over 3–4 years (annual installments), implying recurring potential share delivery events; performance options are back-loaded and vest only if rigorous 4-year price hurdles are met, concentrating potential supply around the 4-year mark if hurdles are achieved .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment | At-will; offer letter dated Feb 9, 2022; CEO since Mar 11, 2022 . |
| Base Salary | $850,000 . |
| Severance (non-CIC) | Senior Leadership Severance Plan: lump sum equal to 2x (CEO) base salary + target AIP; pro-rated AIP if earned; up to 2 years benefits continuation; subject to release and acknowledgment of confidentiality, non-compete and other obligations . |
| Change-in-Control | Double-trigger; lump sum 2x base + target bonus; 2 years benefits continuation (legacy form for current NEOs) . |
| Clawback | NYSE-compliant clawback for incentive-based comp upon financial restatement; additional “detrimental conduct” clawbacks (competition, solicitation, confidentiality breaches, etc.) . |
| Equity Grant Practices | No market-timing; annual grants standardized to March 1 going forward (2024 grants made upon approvals/hire) . |
Performance & Track Record (Selected 2024 Company Outcomes)
- Highest free cash flow in nearly 10 years; $338 million of debt repaid; credit rating and outlook upgrades; strategic wins across Banking (top-3 U.S. bank, >$20M European deal) and Retail (>$9–10M+ contracts); $100 million share repurchase authorization .
Compensation Committee & Peer Benchmarking
- People & Compensation Committee: independent directors (Chair: Matthew J. Espe); independent consultant Semler Brossy; annual risk assessment; disclosed peer group includes ACI Worldwide, Ciena, Euronet, Juniper, Logitech, Sanmina, Western Union, NCR Atleos, Brink’s, etc. .
Related-Party Transactions and Red Flags
- No related person transactions requiring disclosure in 2024 .
- Policies prohibit hedging/pledging; no option repricing; no excise tax gross-ups; CIC multiples capped at 2x under legacy agreements .
Director Compensation (context for dual-role)
- Non-employee director program uses cash retainers and annual RSUs; CEO is not eligible for director compensation as an employee director .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid near target (100.22%) on revenue/profit/cash conversion; LTI mix emphasizes multi-year EBITDA and revenue plus high-hurdle performance options, aligning pay with durable growth and stock performance .
- Retention/selling pressure: Multi-year RSU schedules and large, back-loaded performance options create retention hooks; potential supply is gated by rigorous price hurdles, reducing near-term selling pressure risk versus time-only vesting structures .
- Governance balance: Separation of Chair/CEO since 2023 reduces dual-role concentration; strong say-on-pay (99.44%) and robust clawback/anti-hedging policies support investor confidence .
- Downside protections: CEO severance (2x salary+bonus; double-trigger CIC 2x) are market-consistent but noteworthy; investors should monitor any future plan changes and progress against 2024–2026 EBITDA/revenue goals to assess realizable pay versus performance .