NCR Atleos Corporation
12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:45
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 17, 2025, the Compensation and Human Resource Committee (the "CHRC") of the Board of Directors of NCR Atleos Corporation (the "Company") approved a new standalone restrictive covenant agreement ("Restrictive Covenant Agreement") for certain senior executives, including certain of the Company's named executive officers: Timothy C. Oliver, Chief Executive Officer; Andrew Wamser, Chief Financial Officer; Stuart Mackinnon, Chief Operating Officer; and Ricardo J. Nuñez, General Counsel (each, an "Officer" and collectively, the "Officers"). Under each Restrictive Covenant Agreement, the Officer extended the non-competition obligation to 24 months post-employment, superseding the shorter and varying durations in the Officers' prior equity and severance arrangements. The Restrictive Covenant Agreement was approved to better protect the Company's trade secrets by requiring a consistent and reasonable post-employment non-competition obligation for the Company's Officers.
The CHRC also approved accelerating the vesting of one-third of the Company's outstanding, time-based 2024 and 2025 restricted stock unit ("RSU") awards held by the Officers by approximately two months, changing the vesting date from February 16, 2026 for the 2024 RSU awards and February 20, 2026 for the 2025 RSU awards to December 19, 2025 for both. No other terms of the RSU awards were modified and specifically the one-year post-vesting holding period from the original vesting date remains unchanged.
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