Timothy Oliver
About Timothy C. Oliver
Timothy C. Oliver, 56, is President and Chief Executive Officer of NCR Atleos (NATL) and a member of the Board since October 16, 2023, following the spin-off from NCR Corporation (now NCR Voyix) . Under his tenure through year-end 2024, Atleos posted Adjusted EBITDA of $781 million, returned to positive net income of $92 million, and delivered cumulative TSR of $159 on a $100 investment from the spin to year-end 2024, outpacing the S&P Composite 1500 Transaction & Payment Processing Services peer index at $136 over the same period . 2024 STI paid at 129% of target on above-target Free Cash Flow and Revenue, with Adjusted EBITDA near target, signaling early operational execution leverage in the first full year post-spin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCR Atleos | President & CEO; Director | Oct 2023–Present | Leads pure-play self-service banking platform post-spin; strategic focus on ATMaaS, network monetization, and service-led differentiation . |
| NCR Corporation (now NCR Voyix) | Chief Financial Officer | Jul 2020–Oct 2023 | Financial stewardship through Atleos/Voyix separation; investor relations and balance sheet management . |
| Springs Window Fashions | Chief Financial Officer | 2019–Jul 2020 | Aligned business portfolio and growth initiatives with finance strategy . |
| Goldstein Group Inc./Alter Trading | CFO (GGI) and President & CFO (Alter) | 2011–2019 | Oversaw finance and operating leadership in private conglomerate and subsidiary . |
| MEMC Electronic Materials (now SunEdison) | Senior EVP & CFO | 2009–2011 | Public-tech CFO role; capital markets and transformation . |
| Metavante Technologies | Senior EVP & CFO | 2007–2009 | Public bank-tech processing CFO; M&A and portfolio strategy . |
| Rockwell Automation | Vice President & Treasurer | 2005–2007 | Corporate finance, treasury leadership . |
| Raytheon Company | VP Investor Relations & Financial Planning | Prior to 2005 | IR and FP&A leadership at large-cap industrial/defense . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Fixed Compensation
| Component | 2024 Value/Terms |
|---|---|
| Base Salary ($) | $800,000 |
| Target Annual Bonus (% of salary) | 150% |
| Actual 2024 STI Payout ($) | $1,548,000 (129% of target) |
| 2024 Target LTI Grant Value ($) | $5,500,000 (RSU 40% / PSU 60%) |
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout (% of target) | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 35% | $725M | $780M | $835M | $781M | 98% after adjustments | Cash paid under STI; 2024 paid at 129% blended |
| Free Cash Flow | 35% | $150M | $200M | $250M | $242M | 152% after adjustments | Cash paid under STI |
| Revenue | 30% | $4.15B | $4.30B | $4.45B | $4.32B (plan metric) | 138% after adjustments | Cash paid under STI |
Notes:
- CHRC applied negative discretion to reduce overall STI payout from 133% to 129% of target .
- 2024 LTI: 60% PSUs (3-year relative TSR vs S&P SmallCap 600) and 40% time-based RSUs; PSUs vest in 2027, RSUs vest 1/3 annually starting 2025; 12-month post-vest holding on both .
Equity Awards (Grants in 2024)
| Grant Date | Instrument | Shares/Target (#) | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Feb 16, 2024 | Time-based RSUs | 113,636 | $2,199,993 | Vests 1/3 annually starting 2025; 12-month post-vest hold |
| Feb 16, 2024 | Performance RSUs (rTSR vs S&P SmallCap 600) | Target 170,454; 0–200% payout (threshold 25th pct=50%; 50th pct=100%; 75th pct=200%) | $4,136,919 | 3-year performance (2024–2026); cliff vests 2027; 12-month post-vest hold |
Additional outstanding awards (pre-spin, not new 2024 grants):
- Voyix/NCR legacy RSUs remain outstanding and continue per original terms; representative amounts disclosed in outstanding table .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 193,923 (less than 1% of outstanding) |
| Unvested Atleos RSUs | 113,636 |
| Unearned Atleos PSUs (representative based on 2024 performance tracking) | 340,908 |
| Outstanding legacy RSUs (Voyix) | 161,529 and 145,783 (Voyix-settled) |
| Stock Options | 172,711 options, exercise price $17.03, expiring 7/31/2027 (legacy NCR/converted) |
| Insider Transactions (2024) | Exercised 345,423 Voyix options; value realized $1,334,784; RSUs vested 297,863 shares; value realized $5,148,508 (includes Voyix components as noted) |
| Ownership Guideline | CEO 6x salary; must hold 100% of net shares until compliant; Oliver in compliance as of 12/31/2024 |
| Hedging/Pledging | Company policy prohibits hedging and pledging by executives and directors |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated September 25, 2023 (Cardtronics USA Inc., Atleos subsidiary) |
| Role Start | CEO and Director since October 16, 2023 |
| Pay Elements | Base salary $800,000; target bonus 150% of salary; annual equity opportunity minimum $5.5M |
| Non-Compete/Non-Solicit | Generally 12 months post-termination; additional restrictive covenants apply |
| Non-CIC Severance | 1.5x salary + target bonus (per employment agreement), pro rata bonus, up to 18 months COBRA, 12 months life insurance, outplacement |
| CIC Severance (Double Trigger) | Tier I: 3.0x salary + target bonus; pro rata target bonus; 3 years medical/dental/life; one year outplacement; “better-of” 280G cutback; no excise tax gross-up |
| Treatment of Legacy NCR Equity | Continues to vest per original terms if terminated other than for cause, subject to conditions |
| Clawback | Policy aligned with NYSE/SEC requires recovery on financial restatements |
| Trading/10b5-1 | Trades require pre-clearance; may use 10b5-1 plans |
Board Governance (Director Service, Roles, Independence)
- Board service: Director since October 16, 2023; no committee assignments listed for Oliver as a management director .
- Board leadership: Independent Chairman (Joseph E. Reece); roles of Chair and CEO are separated; Board periodically evaluates structure .
- Independence: 7 of 8 current directors and 7 of 8 nominees are independent; all committees (Audit; Compensation & Human Resource; Nominating & Governance) are fully independent .
- Attendance: In 2024 the Board held 5 meetings; committees held 4–6 each; all directors attended 100% of their meetings .
- Director compensation: Employee director (Oliver) does not receive director pay .
Compensation Peer Group (Benchmarking)
- 2024 peer group included ACI Worldwide, Brink’s, Diebold Nixdorf, Euronet, Insight Enterprises, Western Union, Xerox, among others; methodology focused on industry and size at separation .
- 2025 peer group refreshed: removed Bread Financial, Jack Henry, Paysafe; added Ciena, Concentrix, Light & Wonder, Pitney Bowes, Plexus, Sanmina, ScanSource to better align with size, cost structure, global reach and competitive markets .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 97.8% of shares voted in favor, indicating strong investor endorsement of pay design and outcomes; CHRC incorporates investor feedback in program decisions .
Compensation Structure Analysis (Signals)
- High at-risk weighting: 89% of CEO target pay performance-linked in 2024; LTI tilted to PSUs (60%) on rTSR vs S&P SmallCap 600 with 0–200% payout and post-vest holding, enhancing alignment and retention .
- Cash vs equity: Equity is predominant; no stock options granted in 2024; program prohibits option repricing without shareholder approval (reduces risk of windfall repricing) .
- Metric calibration: 2024 STI used Adjusted EBITDA, Free Cash Flow, and Revenue with clear thresholds and caps; CHRC applied negative discretion to overall payout (risk control) .
- Risk mitigators: Robust stock ownership/holding requirements; anti-hedging/anti-pledging; clawback policy; independent compensation consultant .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy (reduces misalignment risk) .
- No excise tax gross-ups; “better-of” cutback under CIC plan (shareholder-friendly) .
- Option repricing prohibited without shareholder approval .
- Limited perquisites; 2024 included security measures for CEO following risk assessment and financial counseling (grandfathered) .
- Related-party transactions overseen by formal policy; none flagged for Oliver .
Employment & Contracts (Retention/Transition Factors)
- Agreement guarantees market-competitive target pay and clear severance/CIC protections; non-compete and post-termination equity/benefit mechanics enhance retention .
- Post-vest holding requirements and ownership guidelines provide ongoing alignment and moderate near-term selling pressure from vesting events .
Investment Implications
- Strong alignment with shareholders: High PSU mix tied to relative TSR, 12-month post-vest holds, stringent ownership/holding and anti-hedging/pledging policies curb short-termism and reduce insider selling pressure, supportive for multi-year value creation .
- Execution traction: 2024 STI overachievement on Free Cash Flow and Revenue (overall 129% payout) and positive TSR vs industry peer index suggest early progress in the post-spin plan; continued delivery on Adjusted EBITDA and network monetization are key stock drivers .
- Retention and change-in-control economics: Robust CIC terms (3x salary+bonus, double trigger) and non-CIC protections stabilize leadership through transformation but create meaningful payouts in sale scenarios; governance mitigants (independent chair; fully independent committees; strong Say-on-Pay support) reduce dual-role/entrenchment concerns .
- Watch factors: PSU rTSR vs S&P SmallCap 600 raises performance bar; monitoring rTSR path through 2026 and cash generation against 2025 STI targets will inform forward pay-for-performance integrity and potential incremental insider liquidity from legacy Voyix equity settlements .