Thomas Timko
About Thomas Timko
Executive Vice President and Chief Financial Officer of Diebold Nixdorf (DBD) since May 17, 2024; age 55. Prior roles include Chief Accounting Officer/Controller at GE (2018–2024) and GM (2013–2018), with earlier senior accounting leadership at Applied Materials and Delphi . Company performance context in 2024: Company TSR rose to 209.24 from the August 2023 post-emergence base , and incentive metrics used for pay were achieved near target (Constant Currency Revenue $3.753B, Non-GAAP OP $389M, Unlevered FCF $258.2M) . DBD generated its highest free cash flow in nearly ten years, repaid $338M of debt, and received ratings upgrades, supporting a turnaround backdrop for Timko’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Electric (GE) | Vice President, Chief Accounting Officer and Controller | 2018–2024 | Led public-company controllership and reporting; strengthened controls in complex industrial portfolio |
| General Motors (GM) | Vice President, Chief Accounting Officer and Controller | 2013–2018 | Managed accounting/reporting through industry cycles and regulatory landscape |
| Applied Materials | Vice President, Chief Accounting Officer | Not disclosed | Senior accounting leadership in semiconductor equipment; public company reporting |
| Delphi | Chief Accounting Officer and Controller | Not disclosed | Corporate controllership at a large auto supplier |
External Roles
No public-company directorships or committee roles disclosed for Timko; the 8-K notes no related-party transactions under Item 404 and no special arrangements tied to his selection .
Fixed Compensation
| Element | 2024 Details |
|---|---|
| Base Salary | $685,000 annual rate (set at hire) ; $397,827 salary paid in 2024 due to May start |
| Target Bonus (AIP) | 120% of base ($822,000 target) |
| Sign-on Bonus | $600,000 total; 50% at hire and 50% payable January 2025; each installment repayable if voluntary resignation or dismissal for cause within 12 months of payment |
Performance Compensation
Annual Incentive Plan (Company-wide metrics)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % at Achievement | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Constant Currency Revenue ($B) | 20% | 3.739 | 3.810 | 4.001 | 3.753 | 59.86% | 11.97% |
| Non-GAAP Operating Profit ($M) | 40% | 340.2 | 378.0 | 434.7 | 389.0 | 109.70% | 43.88% |
| Unlevered Free Cash Flow ($M) | 40% | 225.0 | 250.0 | 287.5 | 258.2 | 110.93% | 44.37% |
| Total | 100% | — | — | — | — | — | 100.22% |
| Executive | 2024 AIP Earned ($) |
|---|---|
| Thomas S. Timko | 823,808 |
Long-Term Incentives (2024 grants and emergence awards)
| Vehicle | Grant Date | Size | Vesting | Key Terms |
|---|---|---|---|---|
| 2024 Performance Cash Award | 5/17/2024 | Target $1,027,500; Max $2,055,000 (300% of salary aggregate LTI) | Single 3-year performance period (FY2024–FY2026) | Measures: Cumulative EBITDA (75%) and Cumulative Revenue (25%) |
| 2024 RSUs (annual LTI) | 5/17/2024 | 18,783 units | 3 equal annual installments | |
| Emergence RSUs | 5/17/2024 | 28,036 units | 4 equal annual installments | |
| Emergence Options | 5/17/2024 | 93,916 options @ $44.54 exercise price | Vest in full after 4 years if price hurdles met | Price hurdles: $65 (40%), $85 (30%), $95 (30%); 4-year CAGR hurdles ~20.4%, 28.8%, 32.4% |
Note: For 2024, DBD did not grant equity PSUs; performance component delivered via cash awards to manage burn rate post-restructuring .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Shares owned (beneficial) | 11,784 shares; less than 1% of outstanding |
| Unvested RSUs (not counted in beneficial ownership) | 56,708 units |
| Options outstanding | 93,916 performance-vested options (unearned/unexercisable at 12/31/2024) |
| Executive stock ownership guidelines | Adopted Aug 2024: CFOs must hold stock equal to 3x base salary; must retain 50% of net shares from vesting/exercise until compliant |
| Hedging/pledging | Company policy prohibits hedging and pledging by officers/directors |
| Vested vs. unvested in 2024 | No options or stock awards vested for NEOs in 2024 (exception: pro-rata vest for a departing NEO); reduces near-term sell pressure |
Company shares outstanding at 3/3/2025: 37,628,705 . DBD’s equity plan capacity at YE2024: 600,000 remaining for future issuance (excluding outstanding awards) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment start and role | EVP, CFO effective May 17, 2024; principal financial and accounting officer |
| Offer letter highlights | $685k salary; 120% AIP target; 2024 LTI aggregate $2.055M (50% RSUs/50% performance cash); $600k sign-on bonus with 12-month clawback per installment; one-time emergence RSUs and performance options consistent with January 2024 executive grants |
| Severance (non-CIC) | Senior Leadership Severance Plan: 1.5x (salary + target bonus) lump sum; pro-rated AIP at actual; benefits continuation up to 18 months; equity generally pro-rata for RSUs and immediate vest for options, except emergence equity subject to forfeiture absent CIC |
| Change-in-control | Double-trigger; 2x (salary + target bonus) lump sum; benefits continuation for 2 years; RSUs vest; options vest with 12-month exercise; performance cash generally at target |
| Post-termination amounts (illustrative at 12/31/2024) | Involuntary w/o cause: $3.226,870 total; CIC+termination: $8,299,367 total (includes severance, AIP, equity, other benefits) |
| Clawback | NYSE-compliant clawback adopted; equity and incentives subject to recoupment on restatement and for detrimental conduct |
| Insider trading/blackouts | Strict policy; prohibits hedging, pledging, short sales, derivatives; black-out periods observed |
Performance & Track Record
- Company operating context: In 2024, DBD achieved its highest free cash flow in nearly ten years, repaid $338M of debt, and received ratings/outlook upgrades from Moody’s and S&P, reflecting operational improvements and balance sheet repair .
- Pay-for-performance alignment: AIP payout for NEOs was 100.22% of target driven by balanced achievement across revenue, Non-GAAP OP, and UFCF, with Timko earning $823,808 for 2024 .
- Post-emergence TSR rose to 209.24 by 12/31/2024, magnifying the value of equity-linked compensation and indicating market confidence in execution .
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs. equity mix (2024) | For Timko: salary + AIP plus 50% RSUs and 50% performance cash for annual LTI, plus significant performance options/RSUs tied to emergence; mix skews to at-risk and equity-linked value |
| Shift to RSUs vs. options | Emergence grants emphasized performance-vested options with rigorous hurdles; annual LTI RSUs retained for retention; no equity PSUs in 2024 to manage burn |
| Guaranteed vs. at-risk | Sign-on bonus present with clawback; majority of ongoing compensation at-risk via AIP and multi-year LTI |
| Metric rigor | AIP metrics include revenue, Non-GAAP OP and UFCF with narrow revenue band; LTI performance cash emphasizes cumulative EBITDA and revenue over three years |
| Repricing/modification | Company prohibits option repricing and cash buyouts of underwater options |
Equity Ownership & Alignment (Detail)
| Item | Amount |
|---|---|
| Shares owned (beneficial) | 11,784; <1% of outstanding |
| Unvested RSUs (total) | 56,708 |
| Options outstanding | 93,916 performance options @ $44.54 exercise; hurdles $65/$85/$95 |
| Ownership guideline | 3x salary requirement; 50% net shares retention until compliance |
| Pledging/Hedging | Prohibited by policy |
Employment Contracts & Severance Economics
| Term | Detail |
|---|---|
| Non-compete/non-solicit | Severance conditioned on confidentiality, non-competition, and other obligations under the Senior Leadership Severance Plan |
| Severance (illustrative) | Involuntary w/o cause: Severance $2,242,251; CIC+termination: Severance $2,989,668; plus AIP, equity, and benefits per plan |
| Change-of-control | Double-trigger; equity acceleration and 2x cash multiple; no excise tax gross-up; payments may be reduced to avoid 280G excise tax if net beneficial |
Say-on-Pay & Peer Benchmarking
- Say-on-pay approval in 2024 was ~99.44%, indicating strong shareholder support for compensation programs .
- 2024 compensation peer group used for benchmarking included NCR Atleos, Brink’s, Euronet, Western Union, Juniper Networks, and others (17 peers total) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates misalignment risk .
- No tax gross-ups; option repricing prohibited; clawback in place; strong governance controls .
- Emergence options are back-loaded with high price hurdles (20–32% CAGR), creating retention and performance incentives and limiting near-term exercise/selling pressure .
- No related-party transactions disclosed for Timko; no special arrangements beyond standard programs .
Investment Implications
- Alignment: High at-risk mix with rigorous multi-year hurdles and executive ownership guidelines supports pay-for-performance; prohibitions on hedging/pledging enhance alignment .
- Retention risk: Four-year emergence equity and three-year performance cash create strong retention; sign-on clawbacks reinforce tenure expectations .
- Selling pressure: Limited near-term pressure with no 2024 vesting for Timko and back-loaded performance options; expect periodic RSU settlements to be retained partially per ownership rules .
- Trading signals: Continued achievement on Non-GAAP OP and UFCF should fund AIP near target; option hurdle progress is a visible market signal of execution and value creation (watch stock levels vs $65/$85/$95) .