Andrea Burson
About Andrea Burson
Andrea Burson, age 46, is Executive Vice President and Chief Human Resources Officer (CHRO) at NCR Atleos (NATL), appointed January 27, 2025 after serving as acting CHRO from July 2024 to January 2025 . She oversees global HR including talent acquisition and development, compensation and benefits, and employee/labor relations; prior roles include VP of Global Talent Acquisition and Global Executive HR Business Partner at Atleos/NCR, VP of HR at Cardtronics (10 years), and earlier HR roles at Dassault Systèmes and Maersk; she holds a B.S. from the University of Florida and PHR/SHRM‑CP certifications . Company performance metrics tied to incentive pay emphasize Adjusted EBITDA, Free Cash Flow, Revenue, and relative TSR; in fiscal 2024, performance used for payouts was Adjusted EBITDA $781M, Free Cash Flow $242M, and Revenue $4.32B, with STI payout determination at 129% of target after CHRC negative discretion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCR Atleos (Atleos) | Acting Chief Human Resources Officer | Jul 2024–Jan 2025 | Led HR during transition; aligned compensation/benefits and talent programs post‑separation . |
| NCR Atleos (Atleos) | EVP & CHRO | Jan 27, 2025–present | Oversees global HR functions including talent, compensation/benefits, employee/labor relations . |
| NCR Corporation / Atleos | VP Global Talent Acquisition; Global Executive HR Business Partner (sales, product, professional services, customer support) | 2021–2024 | Drove executive talent strategy and HR alignment to business objectives . |
| Cardtronics | Vice President of Human Resources | ~2011–2021 (10 years) | Led HR strategy aligned with corporate objectives; supported growth and integration (pre‑NCR acquisition) . |
| Dassault Systèmes | HR roles | N/A | HR leadership experience in technology sector . |
| Maersk Inc. | HR roles | N/A | HR leadership experience in logistics sector . |
External Roles
No public company directorships or committee roles disclosed for Ms. Burson .
Performance Compensation
Company programs drive pay-for-performance for executives, including the CHRO role.
- Short-term Incentive (STI) metrics and outcomes (FY2024):
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Fiscal 2024 Performance | STI Attainment Before Adjustments | 2024 Payout Performance After Adjustments |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 35% | $725M | $780M | $835M | $781M | 101% | 98% |
| Free Cash Flow | 35% | $150M | $200M | $250M | $242M | 184% | 152% |
| Revenue | 30% | $4.15B | $4.30B | $4.45B | $4.32B | 112% | 138% |
| Total | 100% | — | — | — | — | 133% | 129% (after negative discretion) |
- Long-term Incentive (LTI) design (2024 and unchanged for 2025): 60% performance-based RSUs (PSUs) and 40% time-based RSUs; PSUs pay out based on rTSR vs S&P SmallCap 600 (200% at ≥75th percentile; 100% at 50th; 50% at 25th; 0% below 25th), with three-year performance and cliff vest at year 3; RSUs vest ratably over three years; post-vesting 12‑month holding period applies to executive officers .
Fixed Compensation
Not disclosed for Ms. Burson in the 2025 proxy (she was not an NEO for 2024); company-level salary/target bonus detail in proxy covers NEOs only .
Equity Ownership & Alignment
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Executive-level policies:
- Robust stock ownership guidelines: executive officers must hold 3–6x base salary; hedging and pledging prohibited; clawback policy in effect; options are not repriced and no excise tax gross‑ups .
- Post‑vesting holding: executive RSUs/PSUs have a mandatory one-year holding period after vest .
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Ms. Burson’s reported beneficial ownership (Form 3 as of Feb 5, 2025):
| Security | Amount | Vesting/Settlement | Status | Notes |
|---|---|---|---|---|
| Common Stock (RSUs) | 4,281 | 1/3 each on 2/16/2025, 2/16/2026, 2/16/2027 | Unvested; 12‑mo post‑vest hold | Form 3 footnote 1 . |
| Common Stock (RSUs) | 3,425 | 2/16/2027 (cliff) | Unvested; 12‑mo post‑vest hold | Form 3 footnote 2 . |
| Common Stock (RSUs) | 1,478 | 12/31/2025 | Unvested; 12‑mo post‑vest hold | Form 3 footnote 3 . |
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Ownership as % of common shares outstanding (context): Total shares outstanding were 73,392,031 as of March 7, 2025 . Based on 9,184 reported RSU-related common shares, Ms. Burson’s beneficial ownership approximates 0.0125% of shares outstanding (9,184 / 73,392,031), subject to vesting and holding requirements .
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Vested vs unvested and selling pressure:
- 2/16/2025 tranche vested is subject to holding through 2/16/2026; 12/31/2025 tranche subject to holding through 12/31/2026, moderating near-term sale pressure .
- No stock options disclosed for executive awards in 2024; awards are RSUs/PSUs only .
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Aggregated executive ownership (context): “Other Executives” (including Andrea Burson) collectively beneficially owned 20,694 shares; all directors/officers as a group (15 persons) owned 440,313; less than 1% each .
Employment Terms
- Appointment and tenure: Acting CHRO July 2024–Jan 2025; appointed EVP & CHRO effective Jan 27, 2025 .
- Change‑in‑control (CIC) severance plan: Double‑trigger only; tiers define multiples—Tier I 300% salary+target bonus (CEO), Tier II 200%, Tier III 100%—plus pro‑rata bonus and welfare benefits; 18‑month non‑compete and non‑solicit required (individual tier for Ms. Burson not disclosed) .
- Non‑CIC executive severance: Without cause, severance generally equals 1x salary + target bonus + pro‑rata bonus (CEO at 1.5x); equity treatment per plan terms .
- Cause/good reason definitions: Standard cause/good reason parameters for executive agreements and offer letters (position/title changes, compensation reductions, relocation, material breach) .
- Clawback policy: Executive awards subject to clawback under specified circumstances .
- Hedging/pledging: Prohibited for Company equity securities .
- Deferred compensation: Company does not sponsor a broad executive deferred compensation plan for named executives; not indicated for Ms. Burson .
Compensation Structure Analysis
- Program alignment: Executive pay emphasizes variable, performance‑linked STI and LTI; metrics target profitability (Adjusted EBITDA), cash generation (Free Cash Flow), top‑line (Revenue), and rTSR .
- Risk safeguards: No option repricing; no excise tax gross‑ups; clawbacks; post‑vest holding; trading pre‑clearance and potential Rule 10b5‑1 plans; CHRC uses independent consultant (FW Cook) and peer benchmarking .
- Peer group management: 2025 compensation peer group revised to align industry and size (added CIEN, CNXC, LNW, PBI, PLXS, SANM, SCSC; removed Bread Financial, Jack Henry, Paysafe) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 97.8% approval, indicating shareholder support for executive compensation program .
Investment Implications
- Alignment: Mandatory one‑year post‑vesting hold for executive RSUs/PSUs, prohibition on hedging/pledging, robust ownership guidelines (3–6x salary) and clawback strengthen long‑term alignment and reduce short‑term selling pressure .
- Retention risk: Double‑trigger CIC benefits with non‑compete/non‑solicit provisions and defined severance terms reduce involuntary departure risk; individual tier for Ms. Burson not disclosed, but plan mechanics provide predictable economics on separation .
- Trading signals: Upcoming vest dates (12/31/2025; 2/16/2026 release from hold for 2/16/2025 tranche) create potential liquidity events; monitor Form 4 filings and any Rule 10b5‑1 plans around these windows for insider selling indicators .
- Execution focus: STI metrics (Adjusted EBITDA, FCF, Revenue) and LTI rTSR mechanics tie Ms. Burson’s incentive outcomes to cost discipline, cash conversion, revenue execution, and competitive TSR; continued improvements on these KPIs should sustain incentive realizations and lower turnover risk .
- Governance comfort: High Say‑on‑Pay support and independent CHRC oversight with updated peer group mitigate pay inflation and benchmarking drift concerns .