Jeffry von Gillern
About Jeffry H. von Gillern
Independent director of NCR Atleos Corporation (NATL), age 59 as of the 2025 proxy filing; joined the board on October 16, 2023. Former Vice Chairman of Technology and Operations Services at U.S. Bancorp (2010–2023), previously CIO (2007–2010) and EVP (from 2001); earlier roles include CIO at IronPlanet (2000–2001) and Senior Vice President at Visa International (12 years). He serves on the Audit and Nominating & Governance committees and has been designated an “audit committee financial expert.” The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Vice Chairman, Technology & Operations Services; member of Managing Committee | Jul 2010 – Dec 31, 2023 | Led ~25,000 staff; oversaw substantial annual investment portfolio; supported acquisitions and large-scale technology upgrades. |
| U.S. Bancorp | Chief Information Officer | 2007 – 2010 | Managed key projects; supported multiple portfolio conversions. |
| U.S. Bancorp | Executive Vice President | 2001 – (role preceding CIO) | Senior technology/operations leadership. |
| IronPlanet | Chief Information Officer | 2000 – 2001 | CIO for online equipment marketplace. |
| Visa International | Senior Vice President | 12 years (dates not specified) | Senior roles in payments/technology. |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Children’s Hospital of Minnesota | Board Director & Treasurer | Current |
| ViewPointe LLC | Lead Director | 2010 – 2015 |
| Syncada LLC | Board Director | 2010 – 2014 |
| Other current public company directorships | None | — |
Board Governance
- Committee assignments: Audit Committee (member); Nominating & Governance Committee (member). He is designated an “audit committee financial expert.”
- Independence: Board affirmed independence for all non-employee directors, including von Gillern; no transactions/relationships identified that would impair independence.
- Attendance and engagement: In 2024, the Board met 5 times; Audit and CHRC each met 6 times; NGC met 4 times; every director attended 100% of Board and committee meetings and the 2024 annual meeting.
- Board leadership: Independent Chairman structure (Chair: Joseph E. Reece). All standing committees comprised entirely of independent directors.
- Policies: Anti-hedging and anti-pledging policy applicable to directors; clawback policy in place (company-wide).
Fixed Compensation
- Director compensation program rates (Board Year May 21, 2024 – May 21, 2025):
- Annual equity RSU grant: $160,000 (RSUs vest on May 21, 2025); increased to $185,000 beginning with the 2025 Board Year.
- Annual cash retainer (paid quarterly): $80,000 for directors; $210,000 for Chairman of the Board.
- Committee retainers (annual): Audit $15,000 (member)/$35,000 (chair); CHRC $10,000/$25,000; NGC $7,500/$17,500.
Compensation for FY2024 (Actuals):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $102,500 |
| Stock Awards (Grant-date fair value) | $160,000 |
| Total | $262,500 |
Notes:
- For the Board Year, most directors (including von Gillern) elected to receive cash retainers in cash; RSU deferral was elected by some peers, not von Gillern.
Performance Compensation
- Directors do not receive PSUs or options; annual equity is time-based RSUs vesting on the first anniversary of grant.
| Equity Grant | Grant Value | Type | Vest Date | Deferral Election |
|---|---|---|---|---|
| Annual Director Grant (2024 Board Year) | $160,000 | RSUs | May 21, 2025 | No (von Gillern) |
Other Directorships & Interlocks
- Current public company boards: None.
- Notable network roles: Healthcare nonprofit (Children’s Hospital of Minnesota) and payments/financial services joint ventures (ViewPointe, Syncada).
- Potential interlocks with NATL customers/suppliers: None disclosed; independence affirmed; Governance Committee reviews related-person transactions under formal policy.
Expertise & Qualifications
- Deep technology and operations leadership in regulated financial services; large-scale program management and integrations.
- Audit committee financial expertise designation (SEC definition).
- Board skills matrix highlights breadth across ERM/cyber, compliance, global business, human capital, M&A/corporate finance, banking, and technology/software.
Equity Ownership
| Metric | Value |
|---|---|
| RSUs Outstanding (Dec 31, 2024) | 5,686 units |
| Deferred Shares Outstanding | 0 (none listed) |
| Outstanding Options | 0 (none listed) |
| Hedging & Pledging | Prohibited for directors under Insider Trading Policy |
| Director Stock Ownership Guidelines | 5x annual retainer; 5-year compliance period; all non-employee directors exceeded or within period as of Dec 31, 2024 |
Governance Assessment
- Board effectiveness and independence: Strong alignment—independent director with 100% meeting attendance, service on Audit and NGC, and audit committee financial expert designation; supports robust risk and compliance oversight.
- Compensation alignment: Balanced mix (cash retainer + one-year RSUs) with anti-hedging/pledging and ownership guidelines promoting shareholder alignment; no director options or PSUs, reducing pay-for-performance complexity at board level.
- Conflicts/related-party exposure: None identified; formal related-person transaction policy and annual independence review; Board affirmed independence.
- Shareholder sentiment: 2024 Say-on-Pay support at 97.8% indicates positive investor confidence in compensation governance more broadly.
RED FLAGS: None disclosed for von Gillern (no pledging/hedging, no related-party transactions, full attendance, independent status, no option repricing).