NCR ATLEOS CORP (NATL)
Sector: Financials
2026 Annual Meeting Analysis
NCR ATLEOS CORP · Meeting: May 21, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined October 2023, well within the 24-month new-director exemption window; no overboarding, attendance, or independence flags; strong fintech and global leadership background relevant to Atleos' business.
Joined October 2023, within the 24-month new-director exemption window; no overboarding, attendance, or independence flags; deep financial services technology experience directly relevant to the company.
Joined October 2023, within the 24-month new-director exemption window; no overboarding (zero current public directorships), 100% attendance, independent; relevant operational and industry experience.
Joined May 2025, well within the 24-month new-director exemption; no overboarding, independence, or attendance flags; extensive capital markets and exchange leadership experience.
CEO and executive director since October 2023; TSR trigger does not apply — NATL's 3-year return of +90% outperforms the peer group median of +57.5% by +32.5pp, well below the 65pp threshold for a strong-positive-TSR company; no other disqualifying flags.
Chairman since October 2023; holds two current public directorships (Compass Minerals and Americold) which does not exceed the four-board overboarding limit for non-executive directors; TSR trigger does not apply given strong outperformance versus peers; independent with strong finance credentials.
Joined October 2023, within the 24-month new-director exemption window; one current public directorship (X3 Acquisition Corporation), no attendance or independence flags; extensive financial services technology and operations leadership experience.
All seven nominees receive a FOR vote. The company's 3-year stock return of +90% outperforms the peer group median of +57.5% by +32.5 percentage points, comfortably below the 65pp threshold required to trigger a negative vote for a strong-positive-TSR company. All directors joined in October 2023 or later, meaning most are still within or near the 24-month new-director exemption period. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Timothy C. Oliver
Total Comp
$10,291,882
Prior Support
98.7%%
The CEO's total compensation of approximately $10.3 million is within a reasonable range for a CEO of a $3.2 billion technology company, and the pay structure is well-designed with 90% of target pay tied to performance — split between a cash bonus based on measurable financial goals (adjusted earnings, free cash flow, and revenue) and stock awards where 60% vest only based on the company's stock performance versus a market index. The compensation committee exercised meaningful negative discretion, reducing the 2025 bonus payout from a formula-calculated 135% to 80% of target, demonstrating genuine pay-for-performance discipline. Shareholders have strongly supported this program, with 98.7% approval in the prior year, and the company's stock has returned 90% over three years, outperforming the peer group median by over 32 percentage points, confirming that incentive pay was earned.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a $3.2B market-cap technology company. Auditor tenure was not disclosed in the proxy filing text provided, so the tenure trigger cannot be applied — per policy, the absence of tenure disclosure does not itself trigger a negative vote. No fee table data was included in the filing text provided, so the non-audit fee ratio cannot be computed; absent confirmed data, the default vote of FOR applies. No material restatement attributable to audit failure was identified — the 2024 financial statement revision was an immaterial correction clawed back under the company's own policy.
Overall Assessment
This is a straightforward annual meeting ballot with three standard proposals — director elections, say on pay, and auditor ratification — and no stockholder proposals. All proposals receive a FOR vote: the director slate has no disqualifying flags and the company has delivered strong stock performance well above its peer group, executive pay is reasonably structured with genuine performance linkage and a 98.7% prior-year approval rate, and PwC is an appropriate Big 4 auditor for the company's size and complexity.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing