Duncan Niederauer
About Duncan L. Niederauer
Duncan L. Niederauer (age 65) is an independent director nominee at NCR Atleos (NATL). He is co‑founder and Vice Chairman of Transcend Capital Advisors and co‑founder of Communitas Capital Partners; previously CEO of NYSE Euronext (Dec 2007–Aug 2014) after 22 years at Goldman Sachs as a partner and co‑Head of Equities Execution Services and Head of Electronic Trading and e‑Commerce Strategy. He is currently a director at Anywhere Real Estate Inc.; prior public boards include GEOX S.p.A. (2014–2019) and First Republic Bank (2014–2022) . The Board has determined he is independent under NYSE standards and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE Euronext (NYSE) | Chief Executive Officer | Dec 2007–Nov 2013 (through merger with ICE); then CEO of NYSE until Aug 2014 | Led exchange operator through merger with ICE |
| Goldman Sachs | Partner; co-Head Equities Execution Services; Head of Electronic Trading and e‑Commerce Strategy | 22 years (dates not specified) | Senior leadership in capital markets and electronic trading |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transcend Capital Advisors | Co‑founder; Vice Chairman | Current | Financial advisory firm |
| Communitas Capital Partners | Co‑founder | Current | Venture capital firm |
| Anywhere Real Estate Inc. | Director (public company) | Current | Current public directorship |
| GEOX S.p.A. | Director (public company) | 2014–2019 | Prior public board (Italy) |
| First Republic Bank | Director (public company) | 2014–2022 | Prior public board |
Board Governance
- Independence and nomination: The Board affirmatively determined Niederauer is independent; he is nominated for election at the 2025 Annual Meeting .
- Committee assignments: To be determined after the Annual Meeting; profile lists “Atleos Committees: None” as of the proxy date .
- Board structure and oversight: Independent Chairman (Joseph E. Reece) and fully independent Audit, Compensation & Human Resource (CHRC), and Nominating & Governance (NGC) committees .
- Attendance and engagement: In 2024 the Board held 5 meetings; each director then serving attended 100% of Board and applicable committee meetings; all directors attended the 2024 annual meeting . New directors receive a structured orientation covering strategy, risks, governance and code of conduct .
- Policies: Anti‑hedging and anti‑pledging policy; robust clawback policy; majority voting in uncontested elections; annual director elections .
Fixed Compensation (Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $80,000 | Paid quarterly; election to take cash or defer into stock |
| Audit Committee – member | $15,000 | Annual, paid quarterly |
| Audit Committee – chair | $35,000 | Annual, paid quarterly |
| CHRC – member | $10,000 | Annual, paid quarterly |
| CHRC – chair | $25,000 | Annual, paid quarterly |
| NGC – member | $7,500 | Annual, paid quarterly |
| NGC – chair | $17,500 | Annual, paid quarterly |
| Chairman of the Board retainer | $210,000 | Annual, paid quarterly |
- Deferral elections permitted; in 2024 some directors elected to receive retainers and/or equity in deferred stock units, but Niederauer was not yet on the Board .
Performance Compensation (Director Equity)
| Equity Element | Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant (2024 Board Year) | $160,000 | Vests on first anniversary of grant (May 21, 2025); deferral optional |
| Annual RSU grant (2025 Board Year) | $185,000 | Increase approved for 2025 Board Year |
- Director equity is time-based RSUs (no performance metrics) and may be deferred; Company states it does not time grants around MNPI and granted no stock options in 2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Anywhere Real Estate Inc. | Public | Director | Current public board; no NATL committee interlocks disclosed |
| GEOX S.p.A. | Public | Director | Prior board (2014–2019) |
| First Republic Bank | Public | Director | Prior board (2014–2022) |
| Transcend Capital Advisors | Private | Co‑founder; Vice Chairman | Potential related‑party exposure if transactions arose; proxy discloses policy oversight of related person transactions |
| Communitas Capital Partners | Private (VC) | Co‑founder | Same note as above |
- CHRC interlocks: Company discloses CHRC membership (Begor, Frymire, Natoli) and no interlocks/insider participation; does not involve Niederauer .
Expertise & Qualifications
- The proxy cites Niederauer’s leadership and management experience, capital markets expertise, understanding of technology and innovation, and current/prior public company board experience as qualifications for the NATL Board .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at NATL | Not listed individually in the beneficial ownership table as of March 7, 2025 (table covers each non‑employee director and nominees; Niederauer was a new nominee and not included) . |
| Shares outstanding (context) | 73,392,031 shares outstanding as of March 7, 2025 . |
| Director stock ownership guideline | 5x annual retainer; 5 years to comply; as of Dec 31, 2024, all non‑employee directors exceeded or were within the 5‑year compliance period . |
| Hedging/pledging | Prohibited under Insider Trading Policy . |
Governance Assessment
-
Positives for investor confidence
- Independence affirmed; deep capital markets and technology experience; prior CEO of a major exchange enhances risk oversight and strategic M&A/financing acumen .
- Strong director compensation design with meaningful equity and stock ownership guidelines; anti‑hedging/pledging and clawback policies support alignment .
- Board-level processes: annual self‑evaluation, majority voting, independent committee structure, and 100% 2024 attendance by incumbent directors signal engagement and effectiveness .
-
Watch items / potential conflicts
- Dual co‑founder roles at Transcend Capital Advisors and Communitas Capital Partners create theoretical related‑party exposure; however, the proxy discloses a formal Related Person Transaction Policy and no specific related‑party transactions are described involving Niederauer .
- Committee responsibilities for Niederauer will be set post‑election; investors will want visibility into assignments (e.g., Audit or NGC) to leverage his capital markets expertise .
-
Compensation/ownership alignment
- Director pay mix balances cash retainer with annual RSUs (time‑based) and allows deferrals; 2025 equity grant increase to $185k modestly shifts mix toward equity .
- Not listed in the beneficial ownership table as of March 7, 2025; ownership alignment will become clearer after initial director grant and any voluntary share accumulation .
-
Process/controls
- New director orientation, ERM and cybersecurity oversight through Audit Committee, and comprehensive governance guidelines underpin board effectiveness .
RED FLAGS: None disclosed specific to Niederauer (no attendance issues, related‑party transactions, or pledging). Committee roles pending assignment post‑election merit follow‑up .