Stuart Mackinnon
About Stuart Mackinnon
Executive Vice President and Chief Operating Officer of NCR Atleos (NATL) since October 16, 2023, and a named executive officer (NEO) alongside the CEO, CFO, and General Counsel . Base salary is $500,000 with a 100% target annual bonus; his compensation emphasizes pay-for-performance via short‑term incentives (STI) and long‑term performance RSUs tied to relative TSR . Company performance context: Adjusted EBITDA was $781 million in 2024, net income $92 million, and cumulative TSR rose to 159 (value of initial fixed $100 from the 10/17/2023 listing date to year‑end 2024) . Hedging and pledging of company stock is prohibited, and incentive compensation is subject to a clawback policy aligned with NYSE rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCR Atleos Corporation | EVP & COO | 2023–present | Operational leadership post-spin; compensation anchored to STI metrics (Adjusted EBITDA, Free Cash Flow, Revenue) and rTSR-based PSUs to align pay with shareholder outcomes |
External Roles
- No external directorships or outside public company roles disclosed for Mackinnon in the proxy/10‑K materials.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Actual STI Bonus Paid ($) | $660,000 (132% of target under NCR AIP) | $645,000 (129% of target under Atleos STI) |
Performance Compensation
2024 Short‑Term Incentive (STI) Plan – Corporate Metrics and Payout
| Performance Measure | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual FY2024 | Attainment Before Adjustments | Final Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 35% | $725 | $780 | $835 | $781 | 101% | 98% (FX, non-core, pension adjustments) |
| Free Cash Flow ($M) | 35% | $150 | $200 | $250 | $242 | 184% | 152% (tax adjustments) |
| Revenue ($B) | 30% | $4.15 | $4.30 | $4.45 | $4.32 | 112% | 138% (FX and non-core revenue adjustments) |
| Total | 100% | — | — | — | — | 133% | 129% (Committee negative discretion) |
2024 Long‑Term Incentive (LTI) Awards (Granted 2/16/2024)
| Instrument | Grant Date | Target Value ($) | Share Count | Vesting | Performance |
|---|---|---|---|---|---|
| Time‑based RSUs | 2/16/2024 | $600,000 | 30,992 RSUs | 1/3 annually starting 2025; 12‑month post‑vesting hold | — |
| Performance RSUs (PSUs) | 2/16/2024 | $900,000 | Target 46,487 (range 23,244–92,974) | Cliff vest in 2027 after 3‑year period (2024–2026); 12‑month post‑vesting hold | rTSR vs S&P SmallCap 600: 75th=200%, 50th=100%, 25th=50%, <25th=0% |
Prior LTI Outcomes
- 2022 PBRSUs (LTI Recurring Revenue/EBITDA) earned at 108.8% average (2022–2023) and vest on 2/25/2025 .
- 2022 PBTSRs (combined Atleos+Voyix rTSR vs S&P MidCap 400 Value) paid 0% at vesting on 2/25/2025, indicating relative underperformance for that cohort .
Equity Ownership & Alignment
- Stock ownership guideline: 3× salary for NEOs; Mackinnon meets the guideline as of 12/31/2024 .
- Hedging and pledging are prohibited by Insider Trading Policy; blackout windows and pre‑clearance apply to executives .
- Outstanding equity at 12/31/2024 (market values use NATL $33.92; Voyix $13.84) :
- Time‑based RSUs: 30,992 units; market value $1,051,249 .
- Unearned PSUs (2024 grant): 92,974 units; market value $3,153,678 (representative amount per SEC rules) .
- Legacy PBRSUs (e.g., 12/21/2022): 96,319 units; market value $1,977,743 .
- Legacy PBRSUs (2/25/2022): 38,321 units; market value $786,864 .
- Options (Cardtronics/NCR legacy): 3,672 @ $21.34 exp. 3/30/2027; 1,345 @ $32.62 exp. 3/13/2026; 2,690 @ $22.52 exp. 3/13/2026 (fully vested) .
- 2024 vested shares and value realized: 2,745 RSUs; $47,388 (includes 1,830 Voyix shares) . Post‑vesting 12‑month hold mitigates immediate selling pressure .
Employment Terms
- Offer letter (9/1/2021): Bonus not less than 100% target; Executive Severance 1.0× salary+target bonus; CIC Severance originally Tier III (1.0×), upgraded to Tier II (2.0×) by CHRC in March 2024; sign‑on PBRSUs vest 9/9/2024; non‑compete and non‑solicit generally 12 months post‑termination; continued vesting for certain awards on qualifying separation .
- Change in Control Severance Plan: Double‑trigger; Tier II = 200% salary+target bonus, pro‑rata bonus, 2 years benefits, 1 year outplacement; no excise tax gross‑up; “better‑of” cutback applies .
- Executive Severance Plan (non‑CIC, amended March 2024): 1.0× salary+target bonus, prorated bonus, up to 18 months COBRA, 12 months life insurance, outplacement; requires restrictive covenant and release .
Quantified Separation Benefits (as of 12/31/2024)
| Scenario | Cash Severance ($) | Pro‑rata Bonus ($) | Equity Awards ($) | Welfare Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC (double‑trigger) | 2,000,000 | 645,000 | 6,043,052 | 61,206 | 10,000 | 8,759,258 |
| Involuntary (non‑CIC) | 1,000,000 | 500,000 | 3,204,591 | 45,449 | 10,000 | 4,760,040 |
| Death/Disability | — | 645,000 | 6,969,535 | — | — | 7,614,535 |
Compensation Structure Analysis
- Strong pay‑for‑performance design: 2024 STI linked to Adjusted EBITDA, Free Cash Flow, and Revenue with calibrated thresholds and Committee discretion; payout reduced to 129% of target despite metric over‑achievement .
- LTI mix emphasizes performance: 60% PSUs using rTSR vs S&P SmallCap 600; 40% RSUs with holding requirements to ensure alignment and discourage short‑termism .
- Governance safeguards: No hedging/pledging; no option repricing; robust clawback; stock ownership guidelines (3× salary) met by Mackinnon as of 12/31/2024 .
- Peer group refinement: 2025 compensation peer group updated to better match industry, size, and cost structures (adds CIEN, CNXC, LNW, PBI, PLXS, SANM, SCSC; removes BFH, JKHY, PSFE) .
Say‑on‑Pay & Shareholder Feedback
- 2025 say‑on‑pay approval: 62,411,072 For; 841,431 Against; 96,950 Abstained (broker non‑votes 5,193,508) .
- 2024 say‑on‑pay support: 97.8% of shares voted in favor, indicating strong investor endorsement of the program .
Performance & Track Record
- Company outcomes during Mackinnon’s tenure context: 2024 Adjusted EBITDA $781M, net income $92M, and cumulative TSR increased to 159 (from initial $100 on 10/17/2023 to year‑end 2024), evidencing improved financial performance and shareholder value creation .
- Prior rTSR cohort underperformance: 2022 PBTSRs paid 0% at vesting (2/25/2025), highlighting relative stock performance risk embedded in legacy awards .
Equity Ownership & Alignment (Additional Detail)
| Item | Detail |
|---|---|
| Ownership Guideline | 3× salary; met as of 12/31/2024 |
| Holding Requirements | 12‑month post‑vesting hold on RSUs and PSUs |
| Hedging/Pledging | Prohibited for executives and directors |
| Trading Controls | Pre‑clearance required; quarterly and supplemental blackout periods enforced |
Employment Terms (Restrictive Covenants)
- Non‑compete and non‑solicit for ~12 months post‑termination; confidentiality and non‑disparagement obligations apply; certain awards continue vesting subject to compliance .
Investment Implications
- Alignment and discipline: The mix of STI metrics (cash generation focus via Free Cash Flow) and rTSR‑based PSUs, combined with post‑vesting holding, stock ownership requirements, and prohibition on hedging/pledging, indicates high alignment and mitigates short‑term selling pressure, reducing adverse trading signals from vesting events .
- Retention risk moderate: Tier II CIC benefits and quantified severance provide retention incentives; continued vesting provisions for certain awards upon qualifying separation further reduce flight risk during execution cycles .
- Performance sensitivity: Legacy rTSR underperformance (2022 PBTSRs at 0%) underscores sensitivity to relative stock outcomes; the current PSU framework amplifies this exposure—watch rTSR trajectory versus S&P SmallCap 600 through 2026 for payout risk or upside .
- Shareholder support robust: High say‑on‑pay approval (97.8% in 2024; strong majority in 2025) suggests investor confidence in pay‑for‑performance design; sustained delivery on EBITDA/FCF metrics should maintain support .