Joseph Reece
About Joseph E. Reece
Joseph E. Reece, age 63, serves as independent Chairman of the Board of NCR Atleos (NATL) and has been a director since October 10, 2023. He is Managing Partner at SilverBox Capital LLC (since 2015), with prior senior roles at UBS (Executive Vice Chairman; Head of Investment Bank for the Americas; Co-Head of Risk, 2017–2018) and Credit Suisse (Global Head of ECM; Co-Head of Credit Risk, 1997–2015); earlier he practiced law at Skadden and served as Special Counsel in the SEC’s Division of Corporation Finance . He is currently Chairman and a director of Compass Minerals Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Securities LLC | Executive Vice Chairman; Head of Investment Bank for the Americas; Co-Head of Risk | 2017–2018 | Led Americas IB and risk oversight |
| Credit Suisse | Global Head of Equity Capital Markets; Co-Head of Credit Risk | 1997–2015 | Capital markets leadership; risk co-lead |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney | ~10 years (prior to SEC role) | Corporate legal practice |
| U.S. SEC (Division of Corporation Finance) | Special Counsel | Prior to private-sector banking roles | Regulatory and disclosure expertise |
| NCR Corporation (pre-separation) | Lead Independent Director; Chairman of the Board | Lead Director: Nov 2, 2022–May 2, 2023; Chairman: May 2, 2023–Oct 16, 2023 | Board leadership through separation |
| SilverBox Engaged Merger Corp I | Executive Chairman | Mar 2021–Feb 2022 | SPAC governance and execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Compass Minerals Inc. | Director; Chairman | Current | Other current public directorship; chair role |
| SilverBox Capital LLC | Managing Partner | 2015–present | Alternative investment manager |
| BDT & Company | Consultant | Oct 2019–Nov 2021 | Strategic advisory experience |
Board Governance
- Role: Independent Chairman of the Board; not a member of Board committees (Audit, CHRC, NGC) .
- Independence: Board applies NYSE independence standards; Reece is designated independent .
- Attendance: In 2024, the Board held 5 meetings; Audit and CHRC held 6 each; NGC held 4. Each director attended 100% of Board and committee meetings during service; all attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions described as part of Board process .
- Committee framework: All three standing committees (Audit, CHRC, NGC) comprise independent directors; charters posted online .
- Skills matrix: Board collectively covers M&A/corporate finance, human capital, global business, financial literacy, tech/cyber; Reece is included among directors with these competencies .
Fixed Compensation
| Component | Value | Vest/Payment Terms | 2024–2025 Election | Notes |
|---|---|---|---|---|
| Annual Director Retainer | $80,000 | Paid quarterly | Reece elected deferred stock | Program overseen by Governance Committee |
| Chairman of the Board Retainer | $210,000 | Paid quarterly | Reece elected deferred stock | Non-employee chair compensation |
| Committee Retainers – Audit (Member / Chair) | $15,000 / $35,000 | Paid quarterly | N/A (Reece not on committees) | Standard committee fees |
| Committee Retainers – CHRC (Member / Chair) | $10,000 / $25,000 | Paid quarterly | N/A | Standard committee fees |
| Committee Retainers – NGC (Member / Chair) | $7,500 / $17,500 | Paid quarterly | N/A | Standard committee fees |
| Annual Equity Grant (2024 Board Year) | $160,000 RSUs | Vests May 21, 2025 | Reece elected to defer | RSUs vest annually; may be deferred |
| Annual Equity Grant (2025 Board Year onward) | $185,000 RSUs | Annual vest | — | Increased from $160k after peer review with FW Cook |
2023 director compensation (post-separation framework referencing 2023 service across NCR Corp and Atleos):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 70,000 | 178,346 | 248,346 |
| Notes | Elected to receive quarterly cash retainers as deferred stock | RSUs and deferred shares values per ASC 718 | — |
| Citations: |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| NCR Corp RSUs (Director annual grant) | May 2, 2023 | 10,761 RSUs ($225,000) | Pro rata every 3 months to May 2, 2024 | 8,071 NCR RSUs at separation converted to 8,071 Voyix RSUs and 4,035 Atleos RSUs; Reece deferred receipt until service ends |
| NCR Corp RSUs (Non-employee Chair grant) | May 2, 2023 | 11,957 RSUs ($250,000) | Pro rata every 3 months to May 2, 2024 | Unvested converted to 8,968 Voyix RSUs and 4,482 Atleos RSUs; Reece deferred |
| Atleos Annual Director RSUs (2024 Board Year) | 2024 grant | $160,000 RSUs | Vests May 21, 2025 | Reece elected to defer until service ends |
- Performance metrics: Director equity awards are time-based RSUs; the proxy does not disclose performance metrics tied to director compensation (no TSR/financial hurdles for director grants) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Compass Minerals Inc. | Director; Chairman | No NATL disclosed related-party transactions; no direct customer/supplier interlock disclosed |
| Prior public boards (selected): Del Frisco’s, RumbleOn, CST Brands, LSB Industries, Quotient Technology, Atlas Technical Consultants/Boxwood, NCR Corp | Director/Chair roles as disclosed | Historical roles; no current NATL transactional ties disclosed |
- Related-party policy: Governance Committee reviews and must approve related-person transactions over $120,000; none involving Reece are disclosed in the proxy .
Expertise & Qualifications
- Significant finance, investment banking, capital markets, and risk oversight experience; legal/regulatory background including SEC Special Counsel .
- Board skills coverage includes financial literacy, M&A/corporate finance, human capital, global business, compliance, and cybersecurity among nominees .
Equity Ownership
| Date/Measure | Shares/Units | Detail |
|---|---|---|
| Beneficial ownership (as of March 4, 2024) | 30,085 shares; <1% | Includes deferred shares and RSUs vesting within 60 days; total shares outstanding 71,782,440 |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 5,686 | Director equity awards unvested |
| Deferred shares outstanding (as of Dec 31, 2024) | 42,147 | Includes shares deferred in lieu of annual equity grants and quarterly cash retainers |
| Options | None | No options outstanding disclosed |
| Ownership guidelines | 5x annual retainer; 5-year window | As of Dec 31, 2024, all non-employee directors either exceeded guidelines or were within compliance period |
Insider Trades
| Trade Date | Type | Shares | Price | Instrument/Notes | Source |
|---|---|---|---|---|---|
| Dec 31, 2024 (filed Jan 3, 2025) | Acquisition (phantom stock units from quarterly retainer) | 1,548 | $33.92 | Deferred under Director Compensation Program; one-for-one into common stock post-service | |
| Mar 6, 2025 (filed Mar 7, 2025) | Open-market purchase | 4,000 | $25.59 | Increased holdings to 36,481 shares post-trade |
Governance Assessment
- Alignment signals: Independent Chairman; 100% meeting attendance for 2024; deferral of cash retainers and equity awards into stock indicates long-horizon alignment; substantial deferred share balance and unvested RSUs; ownership guidelines met or within compliance window .
- Compensation structure: Director pay is primarily fixed retainer plus time-based RSUs; equity grant increased to $185k for the 2025 Board Year based on peer benchmarking with FW Cook; Reece elects deferral into stock, enhancing alignment; no performance metrics for director grants disclosed (typical for directors) .
- Potential conflicts: Current external roles (SilverBox Capital; Compass Minerals) noted; proxy discloses robust related-party review policy and does not report any related-party transactions involving Reece—low conflict visibility at present .
- Red flags: No pledging/hedging, loans, or related-party transactions disclosed; no attendance or say-on-pay issues—2024 say-on-pay received 97.8% support, suggesting strong shareholder confidence in compensation governance (executive program context) .