Item 5.02 |
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On January 19, 2024, the People and Compensation Committee (the
Compensation Committee) of the Board of Directors (the Board) of Diebold Nixdorf, Incorporated (the Company) and the Board approved and authorized the granting of certain options (Options) to purchase
Company common stock, $0.01 par value per share (Common Stock), and restricted stock units representing the contingent right to receive Common Stock (RSUs), to certain executive officers of the Company under the Diebold
Nixdorf, Incorporated 2023 Equity and Incentive Plan, as amended. The Board and the Compensation Committee approved January 19, 2024 as the grant date for the Options and RSUs (Grant Date).
The following RSUs and Options were granted to the Companys executive officers (including the Companys named executive officers): Octavio Marquez,
the Companys President and Chief Executive Officer - 250,443 Options and 50,088 RSUs; James Barna, the Companys Executive Vice President and Chief Financial Officer - 40,696 Options and 8,139 RSUs; Ilhami Cantadurucu, the Companys
Executive Vice President, Global Retail - 40,696 Options and 8,139 RSUs; Jonathan Myers, the Companys Executive Vice President, Global Banking - 62,610 Options and 12,522 RSUs; Elizabeth Christine Radigan, the Companys Executive Vice
President, Chief Legal Officer and Corporate Secretary - 40,696 Options and 8,139 RSUs; and Frank Baur, the Companys Executive Vice President, Operational Excellence - 40,696 Options and 8,139 RSUs.
The Options have an exercise price of $30.90, the closing price of the Common Stock on the Grant Date. In general, the Options will become exercisable on the
fourth anniversary of the Grant Date (the Vesting Date), subject generally to the awardees continued employment with the Company through the Vesting Date (other than in certain limited cases, including death, disability and certain
involuntary terminations of employment, as further described in the applicable award agreement), in tranches of 40%, 30% and 30% of the total award, each based upon the Common Stock achieving certain 20-day
trading average price hurdles of $65.00, $85.00 and $95.00, respectively, by the Vesting Date. Tranches that are not earned (i.e., the applicable price hurdles are not achieved) by the Vesting Date (or, if earlier, the date of
termination of the awardees employment) are generally forfeited on the Vesting Date (or, if earlier, on the date of such termination of employment). The Options are also subject to certain alternative vesting treatments in connection with a
change in control of the Company, as further described in the applicable award agreement. The Options (or exercised shares) may be forfeited if the awardee engages in certain detrimental activity during a specified time period, as described in the
applicable award agreement. The Options have a 10-year term from the Grant Date.
In general, the RSUs vest
ratably in equal annual installments over four years from the Grant Date, subject generally to the awardees continued employment with the Company through each applicable vesting date (other than in certain limited cases, including death,
disability, and certain involuntary terminations of employment in connection with a change in control of the Company, as further described in the applicable award agreement). Dividend equivalents may accrue on the RSUs but are paid only when the
associated RSUs vest and are settled. The RSUs (or settled shares) may be forfeited if the awardee engages in certain detrimental activity during a specified time period, as described in the applicable award agreement. The RSUs are also subject to
certain alternative vesting treatments (including upon death, disability, certain non-volitional terminations of employment and certain events in connection with a change in control of the Company), as further
described in the applicable award agreement.