Patrick Byrne
About Patrick J. Byrne
Patrick J. Byrne (age 64) is an independent director and serves as Non‑Executive Chair of Diebold Nixdorf’s Board. He joined the Board in 2023. Byrne’s background spans senior operating roles in industrial technology and software, including SVP Operational Transformation at GE (Aug 2022–Mar 2024) and CEO of GE Digital (2019–2022), with prior leadership roles at Fortive and Danaher/Tektronix; he currently chairs Verra Mobility and previously served as an independent director at Micron Technology. The Board has affirmatively determined Byrne is independent under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Electric (GE) | SVP, Operational Transformation | Aug 2022–Mar 2024 | Led safety, quality, delivery, cost priorities |
| GE Digital (GE subsidiary) | Chief Executive Officer | 2019–2022 | Led software businesses focused on digital transformation |
| Fortive Corporation | Senior Vice President | 2016–2019 | Industrial technology portfolio experience |
| Danaher (Tektronix) | President – Tektronix | 2014–2019 | Led multiple technology businesses |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verra Mobility (Nasdaq: VRRM) | Chairman | Since 2022 | Provides independent oversight; liaison between management and board |
| Micron Technology (Nasdaq: MU) | Independent Director | 2011–2020 | Prior public company board service |
Board Governance
- Role: Non‑Executive Chair of the Board; presides over executive sessions of independent directors following regularly scheduled Board meetings.
- Committee Membership: People & Compensation Committee member.
- Independence: Board determined Byrne is independent under company, NYSE, and SEC standards.
- Board Meetings & Attendance: Board held 5 regular and 1 special meeting in 2024; all directors attended ≥75% of Board and committee meetings; all directors as of the 2024 Annual Meeting attended that meeting.
- Committee Activity:
- People & Compensation Committee: Independent membership; met 6 times in 2024; worked with an independent compensation consultant.
- Nomination & Governance Committee: Independent membership; met 4 times in 2024.
- Committee Interlocks & Insider Participation: No P&C Committee member (including Byrne) was an officer/employee; no related‑party relationships requiring disclosure; no executive officer served on a board/compensation committee of an entity with reciprocal overlap.
- Governance Documents & Policies: Charters, independence standards, guidelines, and Code of Business Ethics available on IR site; Insider Trading Policy prohibits hedging or pledging by directors, officers, and employees.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 100,000 | Standard non‑employee director annual retainer |
| Chair cash retainer | 100,000 | Additional retainer for Non‑Executive Chair |
| Committee chair fees | — | Not applicable; Byrne is not a committee chair |
| Meeting fees | — | Not disclosed (program uses fixed retainers) |
| Total cash fees earned (2024) | 200,000 | As reported in 2024 director compensation table |
Performance Compensation
| Award | Shares/Options | Grant Date Fair Value ($) | Vesting | Eligibility/Notes |
|---|---|---|---|---|
| One‑time director RSU (Dec 2023) | 40,000 RSUs (each non‑employee director) | ~1,160,000 (per director) | Equal annual installments over 4 years | Intended to align directors with stockholders; dividend equivalents accrue until settlement |
| One‑time director option (Dec 2023) | 80,000 options (each non‑employee director) | 1,162,400 (aggregate per director) | Equal annual installments over 4 years | Performance incentive; four‑year equity stake |
| One‑time Chair option (Dec 2023) | 100,000 options (non‑executive Chair) | 1,453,000 (aggregate) | Equal annual installments over 4 years | Additional grant for Board Chair (Byrne) |
| Annual RSU program (2024 onward) | 200,000 grant date value | N/A | Annual grants | Not eligible for annual RSUs until 2023 emergence grants fully vest |
Note: Specific strike price and expiration for Byrne’s options are not disclosed; company-wide weighted average option exercise price is $31.58 as of Dec 31, 2024.
Other Directorships & Interlocks
| Company | Relationship to DBD | Interlock/Transactions |
|---|---|---|
| Verra Mobility (VRRM), Micron (MU) | External boards only | Board considered relationships in 2024 and concluded they did not impair independence; no related‑party transactions requiring Item 404 disclosure. |
Expertise & Qualifications
- Technological and operational expertise, with focus on innovation and industrial technology from senior roles at GE, Fortive, and Danaher/Tektronix.
- Experienced public company board leader; current Chairman at Verra Mobility; prior independent director at Micron Technology.
- Well‑suited to serve as DBD Board Chair given extensive executive leadership and oversight experience.
Equity Ownership
| Category | Amount | As of | Percent of Class |
|---|---|---|---|
| Shares beneficially owned | — | March 3, 2025 | * (<1%) |
| Stock options exercisable within 60 days | 25,000 | March 3, 2025 | * (<1%) |
| Deferred shares (Director Plan No. 2) | 10,000 | March 3, 2025 | * (<1%) |
- Unvested RSUs held by non‑employee directors are disclosed individually; Byrne is not listed among directors with unvested RSUs in the footnote, despite the 2023 “each director” RSU grant program—this omission is notable for alignment analysis.
- Equity Plans: Outstanding company options weighted‑average exercise price $31.58; total RSUs outstanding 554,806; options 1,109,057; 600,000 shares remain available under plans.
- Ownership Guidelines: Each non‑employee director expected to own at least 5× annual cash retainer (counts unvested and deferred shares).
- Insider Trading Policy: Prohibits hedging and pledging by directors.
Governance Assessment
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Strengths:
- Independent Non‑Executive Chair with deep operational/technology credentials; presides over executive sessions, enhancing board independence and oversight.
- Active People & Compensation Committee member; committee met 6 times and uses an independent compensation consultant; no interlocks or related‑party exposures disclosed.
- Attendance and engagement: Board held 6 meetings (5 regular, 1 special) in 2024; all directors met ≥75% attendance; directors attended the 2024 Annual Meeting.
- Clear stock ownership guidelines (5× retainer) and anti‑hedging/pledging policy support alignment.
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Watch‑items / RED FLAGS:
- Large one‑time equity awards in 2023 (particularly 100,000 options for the Chair) create potential pay‑for‑performance and dilution optics; investors should monitor subsequent disclosures on vesting, realizable value, and exercise behavior.
- Byrne’s limited direct share ownership (— shares; 25,000 options exercisable; 10,000 deferred shares) may indicate lower immediate “skin‑in‑the‑game” pending vesting schedules.
- Footnote omission of Byrne among directors with unvested RSUs, despite “each director” RSU grant language, warrants clarification on his RSU grant status and deferral elections.
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Overall signal: Board independence, executive session leadership, and committee engagement are positives for governance quality; equity-heavy, four‑year vesting structure aims to align long-term interests, but the size and structure of emergence grants should be tracked for performance linkage and realized outcomes.