Frank Natoli
About Frank A. Natoli
Independent director of NCR Atleos Corporation (NATL), age 60, serving since October 16, 2023; member of the Compensation and Human Resource Committee (CHRC) and the Nominating and Governance Committee (NGC). He is COO of Associated Materials, LLC and CEO of Associated Materials Innovations; prior roles include COO of Springs Window Fashions and multiple senior leadership positions at Diebold Nixdorf (EVP & Chief Innovation Officer, Head of Operations, VP & CTO, Operational Excellence). Other current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Materials, LLC | Chief Operating Officer | Current | Leads manufacturing, supply chain, procurement, quality |
| Associated Materials Innovations | Chief Executive Officer | Current | Growth and innovation leadership |
| Springs Window Fashions LLC | Chief Operating Officer | 2020–March 2023 | Led global operations |
| Springs Window Fashions LLC | EVP, Integrated Supply Chain | 2018–2020 | Managed manufacturing footprint, supply chain, procurement, quality |
| Diebold Nixdorf, Inc. | Head of Operations | 2018 | Oversaw global manufacturing and supply chain |
| Diebold Nixdorf, Inc. | EVP & Chief Innovation Officer | 2012–2017 | Led global R&D, engineering, marketing, product management, technology |
| Diebold Nixdorf, Inc. | VP & Chief Technology Officer | Prior to 2012 | Led technology and engineering development |
| Diebold Nixdorf, Inc. | VP Operational Excellence; VP Business Transformation | Prior roles | Transformation and process improvement |
| Automotive industry | Engineering, manufacturing, operations | 23 years (pre-2005) | Operational leadership experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Associated Materials, LLC | Chief Operating Officer | Current | Vertically integrated building products company ($1.6B revenues) |
| Associated Materials Innovations | Chief Executive Officer | Current | Innovation-focused leadership |
| Other public company boards | — | None | No current public directorships |
Board Governance
- Committee assignments: Member, CHRC and NGC; not on Audit; independent under NYSE standards .
- Attendance: 100% attendance in 2024 for Board and committees; Board held 5 meetings; Audit 6; CHRC 6; NGC 4 .
- CHRC composition and independence: CHRC comprises independent directors Mark W. Begor (Chair), Michelle McKinney Frymire, and Frank A. Natoli; no compensation committee interlocks; CHRC engages independent consultant FW Cook .
- NGC role: Oversees governance practices and approves related person transactions; members are independent .
Fixed Compensation
Summary program design and individual 2024 compensation.
| Component | Amount | Vesting/Payment | Notes |
|---|---|---|---|
| Annual Equity Grant (RSUs) | $160,000 | Vests annually | 2024 Board Year RSUs |
| Annual Cash Retainer (paid quarterly) | $80,000 | Quarterly | Labeled “Quarterly Committee Cash Retainer (annual amount paid quarterly)” for members; $210,000 for Chairman |
| Audit Committee fee (member/chair) | $15,000 / $35,000 | Annual | Committee fees |
| CHRC fee (member/chair) | $10,000 / $25,000 | Annual | Committee fees |
| NGC fee (member/chair) | $7,500 / $17,500 | Annual | Committee fees |
| 2025 Annual Equity Grant (RSUs) | $185,000 | Vests annually | Increased for 2025 Board Year |
| Director Compensation – Fiscal 2024 | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Frank A. Natoli | 97,500 | 160,000 | 257,500 |
Performance Compensation
- Equity awards structure: Non-employee directors receive time-based RSUs; no options were granted to directors; equity may be deferred until separation from service at director election .
- No performance-based metrics are tied to director equity awards; vesting is time-based .
| Equity Award Details | Grant Value | Shares/Units | Vesting | Deferral Election |
|---|---|---|---|---|
| 2024 Annual RSU Grant | $160,000 | RSUs outstanding 5,686 as of 12/31/2024 | Annual vesting (to 5/21/2025) | Natoli elected to defer settlement until separation |
| 2025 Annual RSU Grant | $185,000 | 7,121 RSUs at $25.98 | 12 months post grant (director service required) | Deferred until termination of board service |
| Options | Status |
|---|---|
| Outstanding Options | None for directors as of 12/31/2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| CHRC interlocks | None; no executive officer overlaps with other entities’ comp committees |
Expertise & Qualifications
- Extensive executive-level experience across technology, operations, manufacturing, supply chain, and innovation; banking technology processing familiarity via Diebold Nixdorf .
- Qualifications cited: industry expertise, executive leadership and operational transformation experience .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares (as of 3/7/2025) | 6,817; less than 1% | Includes deferred shares under director program |
| RSUs outstanding (as of 12/31/2024) | 5,686 | Unvested director RSUs |
| Deferred shares outstanding (as of 12/31/2024) | 12,503 | Includes annual grant deferral and any retainers taken in stock |
| Ownership guidelines | 5x annual retainer; 5 years to attain; all directors exceeded or within compliance period | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Insider Trades (Form 4)
| Transaction Date | Security | Shares/Units | Price | Post-Transaction Beneficial Ownership | Notes |
|---|---|---|---|---|---|
| 10/23/2023 (reported 10/25/2023) | RSUs | 6,817 | — | — | Amended on 5/23/2024 to disclose election to defer receipt until termination of service |
| 05/21/2025 (filed 05/23/2025) | RSUs (Annual Director Grant) | 7,121 | $25.98 | 19,624 | RSUs vest 12 months after grant; deferral elected; includes 13,938 prior deferred shares from NCR Corp director compensation plan |
Compensation Committee Analysis
- CHRC composition: All independent; Natoli is a member. CHRC responsibilities include setting executive pay, overseeing incentive and equity plans, succession, and compliance with SEC/NYSE rules .
- Independent consultant: FW Cook retained; independence vetted; no conflicts of interest identified .
- Risk assessment: CHRC concluded compensation policies are not reasonably likely to have a material adverse effect; timing of equity awards avoids MNPI windows; no stock options awarded in 2024 .
Related Party Transactions & Policies
- Governance Committee reviews and approves related person transactions; formal policy requires reporting and evaluation; threshold generally >$120,000; transactions disclosed in proxy if applicable .
- No related person transactions involving Natoli are disclosed in the proxy .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.8%, signaling strong investor support for compensation framework; CHRC considers vote outcomes in future decisions .
Governance Assessment
- Alignment and independence: Independent director with 100% attendance and strong operational/technology expertise; serves on CHRC and NGC, enhancing governance oversight .
- Ownership and incentives: Holds and defers equity; complies with director stock ownership guidelines (group-level compliance); hedging/pledging prohibited—positive alignment signals .
- Compensation structure: Mix of cash retainers and time-based RSUs; annual equity grant increased to $185,000 for 2025 Board Year—market-aligned and median-targeted per consultant input; no options, minimizing risk of repricing .
- Conflicts and interlocks: No disclosed related-party transactions; CHRC interlocks absent; NGC oversight of related person transactions mitigates conflict risk .
- RED FLAGS: None disclosed regarding pledging/hedging, option repricing, related-party transactions, or low attendance; continued monitoring warranted for director equity deferrals and any external roles interacting with NATL’s suppliers/customers (no such dealings disclosed) .