Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 22, 2020, NCR Corporation ("NCR" or the "Company") announced the
following changes to its executive leadership team.
(b) Resignation of Andre J. Fernandez as Chief Financial Officer
On June 22, 2020, NCR announced that Andre J. Fernandez, Executive Vice
President and Chief Financial Officer, has resigned his position to pursue other
opportunities. Mr. Fernandez will serve as Executive Vice President and Chief
Financial Officer of the Company until July 13, 2020, following which he will
serve as an advisor to NCR until October 1, 2020 to ensure an effective
leadership transition. NCR and Mr. Fernandez expect to enter into an agreement
relating to his advisor role. "On behalf of our Board of Directors, stockholders
and employees, we thank Andre for his dedication and accomplishments since
joining NCR," said Mike Hayford, President and Chief Executive Officer.
(c) Appointment of Timothy C. Oliver as Chief Financial Officer
On June 22, 2020, NCR announced that Timothy C. Oliver has been appointed as the
Company's Executive Vice President and Chief Financial Officer, effective as of
July 13, 2020.
Mr. Oliver, 52, most recently served as President and Chief Financial Officer of
Spring Window Fashions, LLC, a consumer goods company, and a member of the
company's leadership team, since July 2019. From 2011 to 2019, he served as
Senior Vice President and Chief Financial Officer of the Goldstein Group Inc.
(Goldstein), a private conglomerate comprised of several operating companies and
a passive investment portfolio, and its subsidiary and largest operating
company, Alter Trading Corporation (Alter). Mr. Oliver also served as President
during the last three months in his role at Goldstein and Alter. Before joining
Goldstein and Alter, he was the Senior Vice President and Chief Financial
Officer of MEMC Electronic Materials, Inc., a publicly held technology company
(now known as SunEdison, Inc.), from 2009 to 2011, and Senior Executive Vice
President and Chief Financial Officer of Metavante Technologies, Inc., a
publicly held bank technology processing company, from 2007 to 2009. He also
previously served as Vice President and Treasurer of Rockwell Automation, Inc.
(Rockwell Automation), an industrial automation and digital transformation
company, from 2005 to 2007. Before joining Rockwell Automation, he was Vice
President for Investor Relations and Financial Planning at Raytheon Company.
In connection with his appointment, the Company and Mr. Oliver entered into a
letter agreement, dated June 17, 2020, under which he will receive an annual
base salary of at least $625,000 and participate in the Company's Management
Incentive Plan with a total annual cash target bonus opportunity of 150% of his
base salary, prorated for 2020. Mr. Oliver will also receive new hire equity
awards of premium stock options with an award value equal to $2,000,000, with an
exercise price for such options equal to 110% of the fair market value of one
share of NCR common stock on the date of grant (the "Sign-On Options"), and
time-based restricted stock units with an award value equal to $2,000,000 (the
"Sign-On RSUs"), with each such award being the subject of a separate grant
agreement. He will also be eligible for future annual equity grants under the
Company's Long-Term Incentive Program. Mr. Oliver will participate in the NCR
Executive Severance Plan with a separation benefit of one and one-half times
(1.5x) his annual base salary and target bonus, as set forth in such plan, in
the event of a qualifying termination, and will participate in the Amended and
Restated NCR Change in Control Severance Plan with a "Tier I" benefit level. In
addition, if Mr. Oliver is terminated without "cause" or resigns from NCR
voluntarily for "good reason," the unvested portion of the Sign-On Options and
Sign-On RSUs will immediately vest, and the Sign-On Options will remain
exercisable until the earlier of the first anniversary of the termination of his
employment and the option expiration date. Mr. Oliver will be eligible for
relocation benefits, as well as standard executive benefits relating to
financial planning and physical examinations. The agreement also contains
customary employment terms and conditions, and in-term and post-term restrictive
covenants applicable to Mr. Oliver.
There is no arrangement or understanding between Mr. Oliver and any other person
pursuant to which Mr. Oliver was selected as an officer, and Mr. Oliver does not
have a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. There is no family
relationship between Mr. Oliver and any director, executive officer or person
nominated or chosen by the registrant to become a director or executive officer
of the registrant.
Additional information about the benefit plans and programs described in this
Item 5.02 and other plans and programs generally available to the Company's
directors and executive officers is included in the Company's Proxy Statement
for the 2020 annual meeting of stockholders filed with the Securities and
Exchange Commission on March 12, 2020.
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Item 7.01. Regulation FD Disclosure.
On June 22, 2020, NCR issued a press release announcing the events described in
Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1.
The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
99.1 Press release, dated June 22, 2020.
104 Cover Page Interactive Data File, formatted in iXBRL.
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