NCR Atleos (NATL) Proxy filing summary

Executive summary

• Achieved significant strategic and operational milestones in 2025, including 7% self-service banking revenue growth and 33% ATM as a Service growth, with a 30% improvement in Net Promoter Score and a 14% increase in employee Net Promoter Score.

• Completed full separation from legacy NCR Corporation and announced a definitive agreement for acquisition by Brink's, expected to close in Q1 2027, combining complementary strengths to create a leading fintech infrastructure enterprise.

• Priorities for 2026 include maintaining service excellence, leveraging automation and AI for efficiency, and investing in innovative products and services to drive revenue growth.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) non-binding advisory vote on executive compensation (Say on Pay), and (3) ratification of PricewaterhouseCoopers as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Only record holders as of March 6, 2026, may vote; meeting will be held virtually on May 21, 2026.

Board of directors and corporate governance

• Board consists of seven nominees, six of whom are independent; current Chairman is independent and roles of Chairman and CEO are separated.

• Board committees (Audit, Compensation and Human Resource, Nominating and Governance) are composed entirely of independent directors.

• Board skills include global business, financial literacy, technology, M&A, and human capital management.

• Director compensation includes annual cash retainers and equity grants, with stock ownership guidelines set at five times the annual cash retainer.