Ricardo Nuñez
About Ricardo Nuñez
Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of NCR Atleos (NATL) since October 16, 2023; hired pre‑separation on September 18, 2023. Age 60 (as of March 3, 2025). Education: B.S. Economics, The Wharton School; J.D., Columbia University School of Law. Prior roles include Chief Legal/Compliance Officer and Corporate Secretary at Mativ (SWM), HD Supply, and legal leadership at The Home Depot and GE; co‑led HD Supply’s IPO .
Company performance during his tenure: Atleos TSR rose from 114 to 159 (value of $100 invested), Net Income turned positive to $92M, and Adjusted EBITDA increased to $781M in 2024 .
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 Invested (TSR) | $114 | $159 |
| Net Income ($USD Millions) | $(132) | $92 |
| Adjusted EBITDA ($USD Millions) | $732 | $781 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mativ Holdings (formerly SWM) | Chief Legal Officer, Chief Compliance Officer, Corporate Secretary | 2016–2023 | Led legal, risk and internal audit functions for global specialty materials company |
| HD Supply | General Counsel, Corporate Secretary, Chief Compliance Officer | 2007–2015 | Co‑led IPO; built public‑company legal/compliance infrastructure |
| The Home Depot | Vice President, Legal | 2005–2007 | Senior corporate legal leadership at Fortune 50 retailer |
| General Electric | Legal roles of increasing responsibility | 1996–2005 | Corporate legal leadership across GE businesses |
| Steel Hector & Davis (now Squire Patton Boggs) | Attorney | Prior to 1996 | Private practice foundational experience |
External Roles
- No public company directorships disclosed .
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $143,836 | $500,000 |
| Sign‑on Bonus | $250,000 | — |
| Non‑Equity Incentive (Annual Bonus) | $132,904 | $452,000 |
| Stock Awards (Grant‑date fair value) | $1,609,581 | $1,152,149 |
| All Other Compensation | $516 | $19,964 |
| Total | $2,136,837 | $2,124,113 |
All Other Compensation (2024) breakdown: Perquisites & other personal benefits $4,900; Insurance premiums $3,564; Company 401(k) contributions $11,500 .
Performance Compensation
Annual Incentive (STI) Design and 2024 Results
| Performance Measure | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout Before Adjustments | Payout After Adjustments |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 35% | $725M | $780M | $835M | $781M | 101% | 98% (FX, non‑core, pension adj.) |
| Free Cash Flow | 35% | $150M | $200M | $250M | $242M | 184% | 152% (tax adj.) |
| Revenue | 30% | $4.15B | $4.30B | $4.45B | $4.32B | 112% | 138% (FX, non‑core adj.) |
| Company STI Payout | 100% | — | — | — | — | 133% | 129% (negative discretion) |
Ricardo Nuñez’s 2024 STI payout: Base Salary $500,000; Target Bonus 70% of salary; Paid $452,000 based on 129% Company achievement; no individual modifier applied .
| Executive | Base Salary | Target Bonus % | 2024 STI Paid |
|---|---|---|---|
| Ricardo J. Nuñez | $500,000 | 70% | $452,000 |
Long‑Term Incentives (LTI)
2024 mix: 60% PSUs (rTSR) / 40% RSUs (time‑based) .
| Award Type | Grant Date | Shares/Units | Grant‑Date Value | Metric / Vesting | Holding Requirement |
|---|---|---|---|---|---|
| PSUs (Performance‑based RSUs) | Feb 16, 2024 | Target 30,991 | $752,152 | rTSR vs S&P SmallCap 600; 0%<25th, 50% at 25th, 100% at 50th, 200% at ≥75th; 3‑yr performance period; cliff vest in 2027 | 12‑month post‑vest hold |
| RSUs (Time‑based) | Feb 16, 2024 | 20,661 | $399,997 | Vests 1/3 annually beginning 2025; service‑based | 12‑month post‑vest hold |
| RSUs (Sign‑on) | Oct 1, 2023 | 66,103 unvested at 12/31/2024 | — | Vests 1/3 annually on grant anniversary (service‑based) | Per RSU agreement |
2024 target equity values for Nuñez: PSUs $600,000; RSUs $400,000; Total $1,000,000 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 7, 2025) | 5,390 shares; <1% of shares outstanding |
| Unvested RSUs (12/31/2024) | 20,661 (2024 grant) + 66,103 (sign‑on 10/1/2023) |
| Unearned PSUs (12/31/2024) | 61,982 representative amount pending 2024–2026 performance |
| Ownership Guidelines | Executives must hold Atleos stock equal to 3× salary; 100% net shares held until compliant |
| Compliance Status | Nuñez met stock ownership guideline as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors/executives; margin loans using Atleos securities prohibited |
| Clawback | Mandatory recovery of incentive compensation upon restatement; CHRC may deem recovery impracticable under specified conditions |
Employment Terms
| Term / Provision | Details |
|---|---|
| Start Date / Role | Hired Sept 18, 2023; EVP, General Counsel, CCO, Secretary since Oct 16, 2023 |
| Target Bonus & Annual Equity | Target bonus 70% of salary; annual equity opportunity $1,000,000 |
| Sign‑on Awards | Cash $250,000 (paid Feb 2024; repay if resign within 12 months); time‑based RSUs with grant‑date FV $1,500,000; accelerated vesting of sign‑on RSUs upon termination without cause or for good reason |
| Non‑CIC Severance | Executive Severance Plan: lump sum 1× salary + target bonus; pro‑rated bonus; up to 18 months COBRA; 12 months life insurance; outplacement; subject to release and restrictive covenants |
| Change‑in‑Control Severance | CIC Plan (double‑trigger): Tier II—200% of salary + target bonus; pro‑rated bonus; 2 years medical/dental/life; 1 year outplacement; “better‑of” 280G cutback; no excise tax gross‑ups |
| Restrictive Covenants | Non‑compete (generally 12 months), non‑solicit, confidentiality, non‑disparagement apply to severance/equity arrangements |
| Cause / Good Reason | Cause and Good Reason defined (material duty failure, misconduct, felony, code violations; material diminution, pay/location changes, or breach subject to notice/cure) |
| Trading & Plans | Trades subject to pre‑clearance; may use Rule 10b5‑1 plans; anti‑hedging/anti‑pledging policy in force |
Investment Implications
- Strong pay‑for‑performance linkage: STI metrics (Adjusted EBITDA, Free Cash Flow, Revenue) and PSUs tied to rTSR against S&P SmallCap 600 directly align executive pay with operational execution and shareholder returns .
- Retention and alignment: Multi‑year LTI (3‑year PSU cliff vest in 2027; RSUs with annual tranches and 12‑month post‑vest hold) plus stock ownership guideline (met by Nuñez) reduce short‑term selling pressure and reinforce skin‑in‑the‑game .
- Governance safeguards: Double‑trigger CIC (Tier II) without tax gross‑ups, anti‑hedging/anti‑pledging, and clawback policy mitigate misalignment and downside risk for shareholders .
- Program support: 2024 Say‑on‑Pay approval of 97.8% indicates broad investor endorsement of compensation design and its performance orientation .
Overall, Nuñez’s package (70% STI target; rTSR‑weighted PSUs; strict ownership/holding rules) ties his outcomes to NATL’s EBITDA, cash generation, top‑line execution, and share performance, with upcoming RSU/PSU vesting cadences to monitor for potential supply effects as tranches vest in 2025–2027 .