Mary Ellen Baker
About Mary Ellen Baker
Independent director of NCR Atleos (NATL) since October 16, 2023; age 66. Former EVP & Head of Business Services at Citizens Financial Group (2016–2022), with prior senior technology and operations roles at PNC and Bank of America; currently chairs Atleos’ Nominating & Governance Committee. Her background centers on large‑scale technology transformation, cyber oversight, and bank operations, with current outside directorship at Metallus, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Financial Group | EVP & Head of Business Services; Executive Committee member; co-led multi‑year transformation (digitization, next-gen tech, advanced analytics); created technology cyber oversight program for the board | Aug 2016 – Jun 2022 | Established board‑level cyber oversight and drove large-scale digital/analytics transformation |
| PNC Financial Services | EVP; Interim Chief Technology Officer; EVP of Enterprise Services | Prior to 2016 (dates not specified) | Launched multiyear IT service management transformation (change/incident/configuration) to improve stability and position for growth |
| Bank of America | Senior Vice President in multiple executive roles, including Head of Consumer & Small Business Technology and Operations | Ten years (dates not specified) | Led technology/operations for consumer and small business banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metallus, Inc. | Director | Not disclosed | Current public company directorship |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee (Governance Committee). Not on Audit or CHRC.
- Independence: Board determined all non‑employee directors, including Baker, are independent under NYSE and company guidelines; no transactions/relationships identified that would render a director not independent.
- Attendance: In 2024, the Board met 5x; Audit and CHRC met 6x each; Nominating & Governance met 4x; each director attended 100% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting.
- Board leadership: Separate independent Chair (Joseph E. Reece); Baker serves under a board structure where all three standing committees are fully independent.
- Governance Committee remit (Baker as Chair): reviews corporate governance practices, oversees ethics/compliance and sustainability‑related risks; approves related‑party transactions; recommends director compensation principles and director compensation to the Board; manages director nominations and board evaluations; can engage independent consultants for director pay.
- Policies & controls: Anti‑hedging/anti‑pledging, insider trading policy; clawback policy adopted; 100% of directors completed annual Code of Conduct training in 2024.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $101,875 | Actual cash compensation for 2024 Board Year (quarterly payments) |
| Equity (Stock Awards, FY2024) | $160,000 | Annual RSU grant (grant date FV under ASC 718) |
| Total (FY2024) | $261,875 | Sum of cash fees and stock awards |
Program reference points (for context):
- Annual equity grant for 2024 Board Year: $160,000 in RSUs vesting on May 21, 2025 (first anniversary of grant). The Board approved increasing the annual equity grant to $185,000 beginning with the 2025 Board Year.
- Annual cash retainer and committee fees (selected): Board annual retainer (member) $80,000; NGC member $7,500; NGC Chair $17,500; Chairman of the Board retainer $210,000. Directors may elect cash or deferred stock for retainers; for 2024 Board Year, all except Begor and Reece elected cash.
Performance Compensation
Directors receive time‑based RSUs; no performance metrics or options apply to director compensation.
| Equity Award | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual Director RSUs (2024 Board Year) | $160,000 | Vests May 21, 2025 (1‑year) | Directors may defer settlement; 2025 Board Year grant value increased to $185,000 |
No director options granted in 2024; company did not grant options to NEOs either, and director equity is delivered as RSUs under the Stock Plan.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | Metallus, Inc. (Director) |
| Compensation committee interlocks | Company reports no CHRC interlocks; current CHRC consists of Begor (Chair), Frymire, Natoli; Baker is not a CHRC member. |
Expertise & Qualifications
- Financial services and banking technology/operations leadership; cyber oversight program creation for a large bank board.
- Skills matrix indicates capabilities in compliance; ERM & cybersecurity; corporate responsibility; financial literacy; global business; human capital; M&A/corporate finance; banking industry background; public company board service; strategic transformation; technology/software.
Equity Ownership
| Instrument | Quantity | Notes |
|---|---|---|
| Unvested RSUs (as of Dec 31, 2024) | 5,686 | Director equity outstanding |
| Deferred shares outstanding | 0 | No deferrals listed for Baker |
| Options outstanding | 0 | No director options outstanding |
Stock ownership guidelines for non‑employee directors: 5x annual retainer, with five years to comply; as of Dec 31, 2024, all non‑employee directors either exceeded the guideline or were within the five‑year compliance period. Hedging and pledging of company stock are prohibited.
Governance Assessment
- Board effectiveness and independence: Baker chairs the Governance Committee and is one of seven independent nominees on an eight‑member board with an independent Chair; attendance was 100% in 2024 across Board and committees—strong indicators of engagement.
- Oversight focus: As Governance Chair, she oversees related‑party transaction reviews, director compensation principles, board composition/refreshment, ethics/compliance, and sustainability oversight—key levers for governance quality.
- Alignment and incentives: Director pay mix combines a competitive cash retainer and annual RSUs with a one‑year vest, encouraging equity alignment; ownership guidelines at 5x retainer further reinforce alignment.
- Conflicts and related‑party risk: No relationships or transactions identified that would compromise independence; Governance Committee reviews/approves any related person transactions under a formal policy.
- RED FLAGS: None observed in disclosures—no attendance shortfalls, no hedging/pledging, no related‑party transactions involving Baker noted, no option repricing, and no director‑level controversies disclosed.