Michelle McKinney Frymire
About Michelle McKinney Frymire
Independent director since October 16, 2023; age 58. Former CEO of CWT (Carlson Wagonlit Travel), with deep finance, operations, and transformation experience across travel, hospitality, insurance and services; currently Audit Committee Chair and member of the Compensation & Human Resource Committee; designated an “audit committee financial expert.” She is independent under NYSE standards, with 100% attendance in 2024 for board and committee meetings. Current public company boards: Six Flags Entertainment Corporation and Sonder Holdings Inc.; prior public board: Spirit Realty Capital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CWT (Carlson Wagonlit Travel) | Chief Executive Officer | May 2021–May 2022 | Led global strategy and platform investments; oversaw pre-packaged Chapter 11 filing (11/11/2021) and exit (11/19/2021). |
| CWT | President & Chief Financial Officer | Aug 2020–Apr 2021 | Drove global strategy and transformation. |
| CWT | EVP & Chief Financial Officer | Jan 2019–Aug 2020 | Finance leadership. |
| U.S. Risk Insurance Group, LLC | Chief Financial Officer | 2017–2019 | Specialty lines underwriting/wholesale broker finance. |
| Service King Collision Repair Centers | Chief Financial Officer | 2015–2017 | Corporate finance leadership. |
| The ServiceMaster Companies, Inc. | Various roles (incl. VP Corporate FP&A & Strategy) | 2009–2015 | Strategy and FP&A leadership. |
| TruGreen (ServiceMaster subsidiary) | Chief Financial Officer | 2009–2013 | CFO for lawn & landscape services. |
| Starwood Hotels & Resorts Worldwide, Inc. | CFO, Vacation Ownership | 2005–2009 | Finance leadership in hospitality. |
| Delta Air Lines, Inc. | VP Finance (Marketing, International, Network, Technology) | 1998–2005 | Finance leadership across key functions. |
| Continental Airlines | Managing Director, FP&A & Systems | 1994–1998 | FP&A systems leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Six Flags Entertainment Corporation | Director | Current | Not disclosed. |
| Sonder Holdings Inc. | Director | Current | Not disclosed. |
| Spirit Realty Capital | Director | Prior | Not disclosed. |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Human Resource Committee member; designated “audit committee financial expert.”
- Independence: Board affirmed she is independent under NYSE and Atleos guidelines; no transactions or relationships impairing independence identified.
- Attendance and engagement: In 2024, the Board met 5 times; Audit and CHRC met 6 times each; NGC met 4 times; every director, including Ms. Frymire, attended 100% of Board and committee meetings and the annual meeting.
- Risk oversight: Audit Committee (which she chairs) oversees financial reporting integrity, ERM, internal controls, data security risk and cybersecurity programs.
- Board leadership: Independent Chairman; seven of eight directors independent; all standing committees fully independent.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $120,625 | Actual FY2024 cash; directors may elect cash or deferred stock for retainers. |
| Annual Equity RSU Grant ($) | $160,000 | RSUs vest on May 21, 2025 (first anniversary of grant). |
| Total ($) | $280,625 | Sum of cash and stock awards. |
- Program structure: Non-employee director annual equity grant $160,000 (RSUs); increased to $185,000 beginning with 2025 Board Year. Non-employee director annual cash retainer typically $80,000; committee chair/member fees: Audit ($35,000/$15,000), CHRC ($25,000/$10,000), NGC ($17,500/$7,500). Chairman retainer $210,000.
- Compensation mix (FY2024): ~43% cash ($120,625) / ~57% equity ($160,000).
Performance Compensation
- Director pay is not performance-based; annual equity grants are time-based RSUs (no PSUs/options, no performance metrics). | Metric | Design | Weight | Target/Threshold/Max | Outcome | |---|---|---|---|---| | RSU vesting | Time-based, 1-year vest | 100% | N/A | Vests May 21, 2025. |
Other Directorships & Interlocks
- Current boards: Six Flags Entertainment Corporation; Sonder Holdings Inc. (no committees disclosed).
- CHRC interlocks: None; no insider participation (Ms. Frymire serves on CHRC; neither she nor other CHRC members have served as Atleos officers).
- Related party transactions: Governance Committee reviews/approves; no related person transactions disclosed for directors.
Expertise & Qualifications
- Skills matrix indicates: CEO/President leadership; communications & marketing; compliance; ERM & cybersecurity; corporate responsibility; financial literacy; global business & culture; human capital; M&A/corporate finance; public company board service; strategic transformation; technology/software.
- Audit Committee financial expert designation.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | RSUs Outstanding | Deferred Shares |
|---|---|---|---|---|
| Michelle McKinney Frymire | 6,817 | <1% | 5,686 | 0 |
- Shares outstanding reference date: 73,392,031 shares as of March 7, 2025.
- Stock ownership guidelines: Directors encouraged to reach 5x annual retainer within 5 years; as of Dec 31, 2024, all non-employee directors exceeded or were within the compliance period.
- Hedging/pledging: Prohibited for directors and officers under Insider Trading Policy.
Governance Assessment
- Strengths: Independent status; Audit Chair and financial expert; strong attendance; robust anti-hedging/pledging and clawback policies; fully independent committees; rigorous related-party review.
- Incentive alignment: Director equity (RSUs) and ownership guidelines promote alignment; her FY2024 mix is majority equity.
- Shareholder signals: Say-on-Pay support was 97.8% in 2024, indicating investor confidence in the compensation framework.
- Potential red flags and context: Led CWT through a pre-packaged Chapter 11 (Nov 2021) during pandemic dislocation—demonstrates crisis leadership but is a prior bankruptcy involvement to note for risk review.
- Conflicts/related-party exposure: None disclosed; CHRC interlock risk absent.
Overall: Governance profile supports investor confidence—independence, audit leadership, full attendance, and alignment via equity and ownership guidelines. Continued monitoring advisable for any emerging interlocks or related-party transactions and for board refresh post-2025 election cycle.