DIEBOLD NIXDORF, Inc DEF 14A, filed Mar 12, 2024

DIEBOLD NIXDORF, Inc (DBD)

DEF 14A 2024-03-12 For: 2024-04-25

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Added on June 12, 2026

About this DEF 14A

DIEBOLD NIXDORF, Inc filed this DEF 14A on March 12, 2024.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under §240.14a-12



☑		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.


DATE: April 25, 2024 TIME: 8:00 a.m. EDT LOCATION: Virtual Stockholders Meeting www.proxydocs.com/DBD	ITEMS TO BE DISCUSSED:
	1.	To elect eight directors;
	2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
	3.	To approve, on an advisory basis, named executive officer compensation.


PROXY SUMMARY			1

2023 Restructuring and Emergence			1

Meeting Information			1

Proposals For Your Vote and Board Recommendations			2

Overview of Our Board Nominees			2

Participating in the 2024 Annual Meeting of Stockholders			4

VOTING INFORMATION			5

PROPOSAL 1: ELECTION OF DIRECTORS			8

Overview			8

Our Director Nominees			9

Vote Required			14

Board Recommendation			14

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15

Overview			15

Audit and Non-Audit Fees			15

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accounting Firm			15

Vote Required			16

Recommendation of the Board			16

PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION			17

Overview			17

Vote Required			17

Recommendation of the Board			17

CORPORATE GOVERNANCE			18

2023 Governance Overview			18

Board Leadership Structure			18

Board and Director Evaluation			18

Board Meetings and Executive Sessions			18

Board Risk Oversight			19

Board Committees and Composition			20



Corporate Governance Materials Available on Our Website			22

Director Independence			22

Related Person Transaction Policy			23

Communications with Directors			23

Code of Business Ethics			23

People and Compensation Committee Interlocks and Insider Participation			24

Director Orientation and Education			24

Environmental, Social and Governance			24

BENEFICIAL OWNERSHIP			25

Beneficial Ownership of Shares			25

Security Ownership of Directors and Management			26

Delinquent Section 16(A) Reports			27

COMPENSATION OF DIRECTORS			28

Director Stock Ownership Guidelines			29

2023 Director Compensation			30

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES			32

Stockholder Nominees			33

EXECUTIVE COMPENSATION MATTERS			34

People and Compensation Committee Report			34

Compensation Discussion and Analysis			34

Executive Compensation Tables			49

Non-Qualified Deferred Compensation Plans			55

Potential Payments upon Termination or Change In Control			56

Payments Made upon Termination—Messrs. Marquez, Barna, Myers and Cantadurucu, and Ms. Radigan			58

Post-Termination Payments Table			61

2023 Pay-Versus-Performance			63

REPORT OF THE AUDIT COMMITTEE			67

STOCKHOLDERS SHARING THE SAME ADDRESS			68

EXPENSES OF SOLICITATION			68

STOCKHOLDER PROPOSALS			69

OTHER MATTERS			70



PROPOSAL	BOARD RECOMMENDATION	PAGE REFERENCES (FOR MORE DETAIL)

1. To elect eight directors	FOR EACH BOARD NOMINEE	8

2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm	FOR	15

3. To approve, on an advisory basis, named executive officer compensation	FOR	17



AUDIT COMMITTEE*
Members: Arthur F. Anton (Chair), Marjorie L. Bowen, Mark Gross and David H. Naemura Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 12 times during 2023 and had informal communications with management, as well as with our independent auditors, at various other times during the year. Contact: auditchair@dieboldnixdorf.com Committee Report: See page 67.		Primary Duties and Responsibilities: • Monitors the adequacy of our financial reporting process and systems of internal controls regarding finance, accounting and ethics and compliance. • Monitors the independence and performance of our independent auditors and performance and controls of our internal audit department. • Provides an avenue of communication among the independent auditors, management, the internal audit department and the Board. Financial Experts: The Board has determined that each of Messrs. Anton, Gross and Naemura and Ms. Bowen is an audit committee financial expert within the meaning of such term under Item 407(d)(5) of Regulation S-K.



BOARD NOMINATION AND GOVERNANCE COMMITTEE
Members: Mark Gross (Chair), Arthur F. Anton and Matthew J. Espe Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 6 times during 2023 and had informal communications with management at various other times during the year. Contact: bdgovchair@dieboldnixdorf.com		Primary Duties and Responsibilities: • Identifies potential director candidates consistent with criteria approved by the Board. • Makes recommendations to the Board to fill vacancies or consider the appropriate size of the Board. • Makes recommendations regarding corporate governance principles, the Board leadership structure and Board committee composition. • Leads Board and committee assessments. • Oversees director orientation and education, as described in “Director Orientation and Education” below. • Ensures Board oversight of our enterprise risk management process, securities policies and procedures, including cybersecurity, and of our environmental, social and governance program.



PEOPLE AND COMPENSATION COMMITTEE
Members: Matthew J. Espe (Chair), Patrick J. Byrne, David H. Naemura and Emanuel R. Pearlman Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 9 times during 2023 and had informal communications with management, as well as the committee’s independent compensation consultant, at various other times during the year. Contact: compchair@dieboldnixdorf.com Committee Report: See page 34.		Primary Duties and Responsibilities: • Monitors and evaluates the general compensation philosophy of the Company. • Administers our executive compensation program as well as our benefit plans for all employees with the goals of ensuring that (a) the benefits and compensation practices of the Company are competitive and sufficient to attract, motivate and retain quality professional staff and (b) the Company’s compensation programs adhere to a “pay for performance” philosophy. • Oversees our equity plans (including reviewing and approving equity grants to executive officers). • Annually reviews and approves all pay decisions relating to executive officers. • Determines and measures achievement of corporate and individual goals, as applicable, by our executive officers under our short- (annual) and long-term incentive plans, and makes recommendations to the Board for ratification of such achievements. • Oversees the development of executive succession plans and talent management policies and programs, as well as reviews measures of employee engagement and plans related to employee engagement and diversity initiatives. • Reviews proposed changes to any of our benefit plans, such as retirement plans, deferred compensation plans and 401(k) plans. • For additional discussion of the committee’s role, processes and procedures in connection with executive compensation, see “Compensation Discussion and Analysis—Role of the People and Compensation Committee” below.



FINANCE COMMITTEE
Members: Marjorie L. Bowen (Chair), David H. Naemura and Emanuel R. Pearlman Independence: All members of this committee qualify as independent. Meetings: This committee met in person or via video conference 15 times during 2023 and had informal communications with management at various other times during the year.		Primary Duties and Responsibilities: • Makes recommendations to the Board with respect to material or other significant transactions. • Oversees the Company’s borrowing structures and credit facilities. • Establishes investment policies, including asset allocation, for our cash, short-term securities and retirement plan assets and oversees the management of those assets. • Reviews our financial exposure and liabilities, including the use of derivatives and other risk management techniques. • Makes recommendations to the Board related to customer financing activities and funding plans for our Company.


TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS¹
Common Stock	Capital World Investors 333 South Hope Street, 55th Floor Los Angeles, CA 90071	12,515,856²	33.32%
Common Stock	Millstreet Capital Management LLC, et al. 545 Boylston Street, 8th Floor Boston, MA 02116	6,935,076³	18.46%
Common Stock	Hein Park Capital Management LP, et al. 888 Seventh Avenue, 41st Floor New York, NY 10019	3,470,687⁴	9.24%
Common Stock	Beach Point Capital Management LP, et al. 1620 26th Street, Suite 6000n Santa Monica, CA 90404	2,949,427⁵	7.85%



NAMED EXECUTIVE OFFICER		TITLE

Octavio Marquez		President and Chief Executive Officer¹

James Barna		Executive Vice President and Chief Financial Officer

Jonathan Myers		Executive Vice President, Global Banking

Elizabeth Radigan		Executive Vice President, Chief Legal Officer and Secretary

Ilhami Cantadurucu		Executive Vice President, Global Retail

Jeffrey L. Rutherford²		Former Executive Vice President and Chief Financial Officer

Hermann Wimmer³		Former Executive Vice President, Global Retail

Olaf Heyden⁴		Former Executive Vice President, Chief Operating Officer



	PAGE

COMPENSATION DISCUSSION AND ANALYSIS		34

2023 COMPENSATION OVERVIEW		35

2023 COMPENSATION ELEMENTS		37

Base Salaries		38

Annual Incentive Plan		38

2023 Long-Term Incentives		40

Liquidity Review for 2023 Incentive Programs		42

Emergence Grants		42

Benefits and Perquisites		42

AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS		43

COMPENSATION PHILOSOPHY		45

Executive Compensation Best Practices		45

Consideration of “Say-on-Pay”		45

Engagement with Stockholders		45

COMPENSATION DECISION PROCESS		46

Role of the People and Compensation Committee		46

Role of the Independent Compensation Consultant		46

Role of Management		46

Role of Peer Companies and Competitive Market Data		46

Timing of Compensation Decisions		47

Determination of Chief Executive Officer Compensation		47

Definitions of Key Compensation Terms		47

OTHER COMPENSATION POLICIES		48

Clawback Policy		48

Insider Trading Policy		48

Stock Ownership Guidelines		48



ELEMENT AND PRIMARY PURPOSE		KEY CHARACTERISTICS

Base Salary To compensate the executive fairly and competitively for the responsibility level of the position.		Fixed compensation component. Base salaries were held flat for 2023, except that Mr. Barna’s compensation was set at $500,000 in connection with his appointment as the Company’s Chief Financial Officer, and Mr. Cantadurucu’s compensation was set at GBP 375,000 (or approximately $466,463 on an as-converted to USD basis) upon his appointment as the head of Global Retail.

Annual Incentive Plan To motivate and reward organizational achievement of financial objectives and to attract key talent.		Variable compensation component. The performance metrics for the 2023 annual incentive plan were: • Non-GAAP OP (50%) • Revenue Units (50%) Maximum payout for achievement in any individual Revenue Unit objective is dependent on the achievement of at least target performance on all of the Revenue Unit objectives.

Long-Term Incentives To promote alignment between executives’ and stockholders’ interests, to reinforce long-term value creation, to attract key talent to the Company, and to provide a balance of long-term incentive structures, comprised of the following elements:		Variable compensation component. Reviewed and granted each year, with incentives being earned in later years based on performance over multi-year performance periods and continued service.

Performance Cash Awards To motivate strong long-term sustained profitability as a compliment and in alignment with our Annual Incentive Plan metrics.		Performance-based grant rewarding executives for achieving financial objectives. The performance objectives for each year of the 2023-2025 performance cash awards will be determined at the beginning of each year of the three-year performance period. Performance objectives for the fiscal 2023 portion of the 2023-2025 performance cash award were identical to the metrics for the 2023 annual incentive plan.

Deferred Cash Awards To promote executive retention.		Time-based grant, vesting in three equal, annual installments on the anniversary date of the grant.

Health/Welfare Plan and Retirement Benefits To provide competitive benefits promoting employee health and productivity and support financial security.		Fixed compensation component.

Limited Perquisites and Other Benefits To provide limited business-related benefits, where appropriate.		Fixed compensation component.

Change in Control Protection To provide management continuity in event of actual or threatened change in control and to bridge the executive to future employment if terminated following a change in control of the Company.		Fixed compensation component; only paid if the executive’s employment is terminated other than for “cause” or the executive resigns for “good reason”, in either case following a change in control of the Company.

Severance Protection To provide reasonable support to an executive who is terminated for reasons beyond his or her control.		Fixed compensation component; only paid if the executive’s employment is terminated for reasons other than for “cause” or the executive resigns for good reason outside of the context of a change in control of the Company.



NAME	2023 BASE SALARY			% INCREASE OVER 2022 SALARY

Octavio Marquez	$	850,000			0	%

James Barna	$	500,000				³

Jonathan Myers	$	550,000			0	%

Elizabeth Radigan	$	475,000				³

Ilhami Cantadurucu	£	375,000	¹			³

Jeffrey L. Rutherford	$	615,000			0	%

Hermann Wimmer	€	499,047	²		0	%

Olaf Heyden	€	523,554	²		0	%



NAME	TARGET INCENTIVE (% OF SALARY)			PAYMENT OPPORTUNITIES AT:
NAME	TARGET INCENTIVE (% OF SALARY)			THRESHOLD		TARGET		MAXIMUM

Octavio Marquez		120	%	$	765,000	$	1,020,000	$	1,224,000

James Barna		100	%	$	125,000	$	500,000	$	600,000

Jonathan Myers		100	%	$	137,500	$	550,000	$	660,000

Elizabeth Radigan		100	%	$	118,750	$	475,000	$	570,000

Ilhami Cantadurucu		100	%	£	93,750	£	375,000	£	450,000

Jeffrey L. Rutherford		100	%	$	153,750	$	615,000	$	738,000

Hermann Wimmer¹		N/A			N/A		N/A		N/A

Olaf Heyden		100	%	€	130,889	€	523,554	€	628,265


METRIC				PERFORMANCE REQUIRED						ACTUAL RESULT		METRIC ACHIEVEMENT (% OF			PAYOUT % AT ACHIEVEMENT			WEIGHTED PAYOUT %
METRIC	WEIGHT			THRESHOLD		TARGET		MAXIMUM		ACTUAL RESULT		TARGET)			PAYOUT % AT ACHIEVEMENT			WEIGHTED PAYOUT %
Non-GAAP OP ($)		50	%	$	297 million	$	350 million	$	367.5 million	$	344,606,490		98.5	%		92.3	%		46.1	%
Revenue Units (#):
ATM		30	%		49,300		58,000		60,950		57,480		99.1	%		95.5	%		28.7	%
SCO		12.5	%		33,150		39,000		40,950		36,161		92.7	%		63.6	%		8.0	%
ePOS		7.5	%		106,250		125,000		131,250		94,931		—	%		—	%		—	%



NAME	EARNED INCENTIVE

Octavio Marquez	$	762,987

James Barna	$	413,765

Jonathan Myers	$	455,141

Elizabeth Radigan	$	393,077

Ilhami Cantadurucu	$	394,578

Jeffrey L. Rutherford	$	82,266	²

Hermann Wimmer¹		N/A

Olaf Heyden	$	397,427	²



NAME	TARGET LONG-TERM OPPORTUNITY (% OF SALARY)			TARGET LONG-TERM OPPORTUNITY ($, € OR £)

Octavio Marquez		588.24	%	$	5,000,000

James Barna		125	%	$	625,000

Jonathan Myers		175	%	$	962,500

Elizabeth Radigan		125	%	$	593,750

Ilhami Cantadurucu		125	%	£	468,750

Jeffrey L. Rutherford¹		—			—

Hermann Wimmer¹		—			—

Olaf Heyden		200	%	€	1,047,108



NAME	OPTIONS CANCELLED		RSUS CANCELLED		PSUS CANCELLED		TOTAL

Octavio Marquez		155,960		168,825		401,711		726,496

James Barna		—		9,393		—		9,393

Jonathan Myers		—		63,452		—		63,452

Elizabeth Radigan		—		8,581		—		8,581

Ilhami Cantadurucu		—		4,700		—		4,700

Jeffrey L. Rutherford		87,470		—		95,006		182,476

Hermann Wimmer		58,893		42,191		16,063		217,147

Olaf Heyden		139,949		131,953		147,317		419,219

Total		442,272		429,095		760,097		1,631,464



NAME	RSUS GRANTED		OPTIONS GRANTED

Octavio Marquez		50,088		250,443

James Barna		8,139		40,696

Jonathan Myers		12,522		62,610

Elizabeth Radigan		8,139		40,696

Ilhami Cantadurucu		8,139		40,696


		WHAT WE DO				WHAT WE DON’T DO / DON’T ALLOW

		Continually assess our compensation practices against the market and our competition.				No hedging or pledging of our shares by executives or directors.

		Employ metrics for annual and long-term incentives that support both short- and long-term strategies and align with stockholder interests.				No dividends paid on unearned performance-based shares of common stock.

		Set share ownership guidelines for directors. Ownership guidelines for executives are currently being evaluated and are anticipated to be adopted in 2024.				No change-in-control severance multiples in excess of two times the sum of an executive’s salary and target annual incentive.

		Prescribe an annual limit on director compensation.				No excise tax gross-ups upon a change in control.

		Review performance scorecards for executives.				No re-pricing or cash buyout of underwater options.

		Disclose performance goals for incentive payments.				No enhanced retirement formulas.

		Sets a maximum bonus opportunity for our annual and long-term incentives.				No market timing of equity award grants without stockholder approval.

		Maintain a pay-for-performance compensation philosophy.

		Limit perquisites and other benefits, and do not provide income tax gross-ups (except for relocation expenses).

		Engage an independent compensation consultant who reports directly to the Committee.

		Perform an annual compensation risk assessment.

		Maintain strict insider trading policies, clawback policies, and black-out periods for executives and directors.



ACI Worldwide	Juniper Networks, Inc.	Sanmina Corporation

Benchmark Electronics Inc.	Logitech International SA	The Brink’s Company

Bread Financial Holdings	NCR Corp.	Western Union Company

Broadridge Financial Solutions, Inc.	Netapp Inc.	Unisys Corporation

Ciena Corporation	Pitney-Bowes Inc.	Zebra Technologies Corp

Euronet Worldwide, Inc.	Sabre Corporation



NAME AND PRINCIPAL POSITION	YEAR		SALARY¹ ($)		BONUS² ($)		STOCK AWARDS ($)		OPTION AWARDS ($)		NON-EQUITY INCENTIVE PLAN COMPENSATION³ ($)		CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS⁴ ($)		ALL OTHER COMPEN- SATION⁵ ($)		TOTAL ($)
OCTAVIO MARQUEZ Director, President and Chief Executive Officer		2023		850,000		500,000		—		—		762,987		—		135,426		2,248,413
		2022		779,755		—		4,343,685		—		—		—		536,894		5,660,334
		2021		—		—		—		—		—		—		—		—
JAMES BARNA Executive Vice President and Chief Financial Officer		2023		472,637		250,000		—		—		413,765		—		15,515		1,151,917
		2022		—		—		—		—		—		—		—		—
		2021		—		—		—		—		—		—		—		—
JONATHAN MYERS Executive Vice President, Global Banking		2023		550,000		700,000		—		—		455,141		—		28,918		1,734,059
		2022		—		—		—		—		—		—		—		—
		2021		—		—		—		—		—		—		—		—
ELIZABETH RADIGAN Executive Vice President, Chief Legal Officer and Corporate Secretary		2023		475,000		400,000		—		—		393,077		—		31,269		1,299,346
		2022		—		—		—		—		—		—		—		—
		2021		—		—		—		—		—		—		—		—

ILHAMI CANTADURUCU Executive Vice President, Global Retail		2023		466,463		350,000		—		—		394,578		5,412		68,977		1,285,429
		2022		—		—		—		—		—		—		—		—
		2021		—		—		—		—		—		—		—		—
JEFFREY RUTHERFORD Former Executive Vice President and Chief Financial Officer		2023		123,000		—		—		—		82,266		—		471,947		677,213
		2022		615,000		—		2,070,862		—		—		—		31,078		2,716,940
		2021		615,000		—		5,380,906		—		873,870		—		30,628		6,900,404
HERMANN WIMMER Former Executive Vice President, Global Retail		2023		405,126		—		—		—		—		53,038		3,353,824		3,811,988
		2022		—		—		—		—		—		—		—		—
		2021		—		—		—		—		—		—		—		—
OLAF HEYDEN Former Executive Vice President, Chief Operating Officer		2023		472,246		400,000		—		—		397,427		81,180		472,252		1,823,105
		2022		551,721		—		1,942,231		—		—		5,363		101,151		2,600,466
		2021		601,426		—		1,336,694		—		692,925		54,610		102,997		2,788,652


NAME				ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS¹
NAME	GRANT DATE			THRESHOLD ($)		TARGET ($)		MAX. ($)
Octavio Marquez		3/28/2023	⁽²⁾		—		3,000,024		—
Octavio Marquez		3/28/2023	⁽³⁾		765,000		1,020,000		1,224,000
James Barna		3/28/2023	⁽²⁾		—		375,000		—
James Barna		3/28/2023	⁽³⁾		125,000		500,000		600,000
Jonathan Myers		3/28/2023	⁽²⁾		—		577,500		—
Jonathan Myers		3/28/2023	⁽³⁾		137,500		550,000		660,000
Elizabeth Radigan		3/28/2023	⁽²⁾		—		356,250		—
Elizabeth Radigan		3/28/2023	⁽³⁾		118,750		475,000		570,000
Ilhami Cantadurucu		3/28/2023	⁽²⁾		—		343,647		—
Ilhami Cantadurucu		3/28/2023	⁽³⁾		115,650		462,600		555,120
Jeffrey Rutherford					—		—		—
Jeffrey Rutherford		3/28/2023	⁽³⁾		153,750		615,000		738,000
Hermann Wimmer					—		—		—
Olaf Heyden		3/28/2023	⁽²⁾		—		675,071		—
Olaf Heyden		3/28/2023	⁽³⁾		141,896		567,585		681,102



	STOCK AWARDS

NAME	NUMBER OF SHARES ACQUIRED ON VESTING (#)		VALUE REALIZED ON VESTING¹ ($)

Octavio Marquez		96,239		296,173

James Barna		8,199		22,676

Jonathan Myers		63,452		151,650

Elizabeth Radigan		6,488		18,540

Ilhami Cantadurucu		4,069		11,265

Jeffrey Rutherford		91,920		273,093

Hermann Wimmer		35,041		97,865

Olaf Heyden		81,940		245,820


NAME	PLAN NAME	NUMBER OF YEARS CREDITED SERVICE (#)		PRESENT VALUE OF ACCUMULATED BENEFITS ($)			PAYMENTS DURING LAST FISCAL YEAR ($)

Octavio Marquez	—		—		—			—

James Barna	—		—		—			—

Jonathan Myers	—		—		—			—

Elizabeth Radigan	—		—		—			—

Ilhami Cantadurucu	Wincor Nixdorf AG Pension Scheme		5.46		38,633	¹		—

Jeffrey Rutherford	—		—		—			—

Hermann Wimmer	Wincor Nixdorf AG Pension Scheme		3		107,067	¹		—

Olaf Heyden	Wincor Nixdorf AG Pension Scheme		10.67		640,204	¹		—



NAME	EXECUTIVE CONTRIBUTIONS IN 2023 ($)		REGISTRANT CONTRIBUTIONS IN 2023 ($)		AGGREGATE EARNINGS (LOSSES) IN 2023¹ ($)		AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)		AGGREGATE BALANCE AS OF DECEMBER 31, 2023² ($)

Octavio Marquez		—		—		99,810		—		599,420

James Barna		—		—		—		—		—

Jonathan Myers		—		—		—		—		—

Elizabeth Radigan		—		—		—		—		—

Ilhami Cantadurucu		—		—		—		—		—

Jeffrey Rutherford		—		—		—		—		—

Hermann Wimmer		—		—		—		—		—

Olaf Heyden		—		—		—		—		—



NAME OF FUND	RATE OF RETURN			NAME OF FUND	RATE OF RETURN

FEDERATED HERMES INTERNATIONAL IS		17.35	%	VANGUARD 2020 INSTL TARGET RET		12.51	%

INVESCO DEVELOPING MKTS FD Y		11.40	%	VANGUARD 2025 INSTL TARGET RET		14.55	%

INVESCO DIVERSIFIED DIV CL R5		9.07	%	VANGUARD 2030 INSTL TARGET RET		15.99	%

JANUS HENDERSON TRITON FUND I		14.62	%	VANGUARD 2035 INSTL TARGET RET		17.14	%

JOHN HANCOCK DISCIPLINED		16.60	%	VANGUARD 2040 INSTL TARGET RET		18.34	%

LOOMIS SAYLES SMALL CAP VALUE		19.45	%	VANGUARD 2045 INSTL TARGET RET		19.48	%

T ROWE PRICE BLUE CHP GRTH INV		49.36	%	VANGUARD 2050 INSTL TARGET RET		20.17	%

VANGUARD INSTITUTIONAL INDEX		26.24	%	VANGUARD 2055 INSTL TARGET RET		20.16	%

VANGUARD MID CAP INDEX FUND		15.98	%	VANGUARD 2060 INSTL TARGET RET		20.18	%

VANGUARD PRIMECAP FUND		28.18	%	VANGUARD 2065 INSTL TARGET RET		20.15	%

LOOMIS SAYLES BOND FD		8.05	%	VANGUARD TARGET INCOME RET		10.65	%

VANGUARD TOTAL BD MRK IDX ADM		5.70	%	BLACKROCK T-FUND PREMIER CL		5.01	%

AMERICAN BALANCED FUND R5		14.29	%



NAME	VOLUNTARY W/O GOOD REASON ($)		INVOLUNTARY W/CAUSE ($)		INVOLUNTARY W/O CAUSE OR VOLUNTARY W/GOOD REASON ($)		RETIREMENT ($)		DEATH ($)		DISABILITY ($)		CHANGE IN CONTROL W/ TERMINATION ($)
Octavio Marquez
Severance		—		—		3,740,000		—		—		—		3,740,000
Annual incentive plan		—		—		762,987		—		1,020,000		1,020,000		762,987
Performancecash awards¹		—		—		—		—		750,006		750,006		—
Deferred cash awards		—		—		—		—		2,000,016		2,000,016		2,000,016
Pension Plans and SERP Benefits²		599,420		447,564		599,420		599,420		599,420		599,420		599,420
Other Benefits³		—		—		50,973		—		—		—		35,974
Total:		599,420		447,564		5,153,381		599,420		4,369,442		4,369,442		7,138,397	⁴
James Barna
Severance		—		—		1,290,750		—		—		—		1,721,000
Annual incentive plan		—		—		413,795		—		—		—		413,765
Performancecash awards¹		—		—		—		—		93,750		93,750		—
Deferred cash awards		—		—		—		—		250,000		250,000		250,000
Pension Plans and SERP Benefits²		—		—		—		—		—		—		—
Other Benefits³		—		—		43,122		—		—		—		37,496
Total:		—		—		1,747,637		—		343,750		343,750		2,422,261	⁴
Jonathan Myers
Severance		—		—		1,650,000		—		—		—		2,200,000
Annual incentive plan		—		—		454,141		—		—		—		455,141
Performancecash awards¹		—		—		—		—		114,375		114,375		—
Deferred cash awards		—		—		—		—		385,000		385,000		385,000
Pension Plans and SERP Benefits²		—		—		—		—		—		—		—
Other Benefits³		—		—		41,597		—		—		—		35,464
Total:		—		—		2,146,739		—		529,375		529,375		3,075,605	⁴
Elizabeth Radigan
Severance		—		—		1,425,000		—		—		—		1,900,000
Annual incentive plan		—		—		393,077		—		—		—		393,077
Performancecash awards¹		—		—		—		—		89,062		89,062
Deferred cash awards		—		—		—		—		237,500		237,500		237,500
Pension Plans and SERP Benefits²		—		—		—		—		—		—		—
Other Benefits³		—		—		16,475		—		—		—		1,967
Total:		—		—		1,834,552		—		326,563		326,563		2,532,544	⁴
Ilhami Cantadurucu
Severance		—		—		1,432,350		—		—		—		1,909,800
Annual incentive plan		—		—		394,578		—		—		—		394,578
Performancecash awards¹		—		—		—		—		85,912		85,912		—
Deferred cash awards		—		—		—		—		229,098		229,098		229,098
Pension Plans and SERP Benefits²		38,633		38,633		38,633		38,633		38,633		38,633		38,633
Other Benefits³		—		—		16,299		—		—		—		1,732
Total:		38,633		38,633		1,881,860		38,633		353,643		353,643		2,573,841	⁴


FISCAL YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO #1 1		COMPENSATION ACTUALLY PAID TO PEO #1 1,2		SUMMARY COMPENSATION TABLE TOTAL FOR PEO #2 1,2		COMPENSATION ACTUALLY PAID TO PEO #2 2			AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS 3		AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS 2,3		VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:				NET INCOME (LOSS) ($ IN MM)			NON-GAAP OP 5 ($ IN MM)
FISCAL YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO #1 1		COMPENSATION ACTUALLY PAID TO PEO #1 1,2		SUMMARY COMPENSATION TABLE TOTAL FOR PEO #2 1,2		COMPENSATION ACTUALLY PAID TO PEO #2 2					AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS 2,3		COMPANY TSR 4		PEER GROUP TSR 4		NET INCOME (LOSS) ($ IN MM)			NON-GAAP OP 5 ($ IN MM)
2023	$	2,248,413	$	1,562,882						$	1,683,294	$	1,508,530	$	134.65	$	105.81	$	1,376.10	6	$	344.39
2022	$	5,660,334	$	1,604,309	$	4,291,389	$	(9,050,186	)	$	2,715,165	$	698,389					$	(581.4	)	$	197.50
2021					$	26,169,529	$	16,042,728		$	3,586,248	$	1,842,238					$	(78.80	)	$	332.70
2020					$	5,312,150	$	4,760,010		$	1,648,091	$	1,542,660					$	(269.10	)	$	335.40


	2023			2022
Summary Compensation Table (“SCT”) Total	$	2,248,413		$	5,660,334
Less:
SCT—Stock Awards		—			(4,343,685	)
Prior FYE fair value for awards that failed to meet vesting conditions during FY		(845,044	)
Plus:
Fair value of awards granted during fiscal year (“FY”) outstanding and unvested at fiscal year-end (“FYE”)		—			847,257
Change in fair value of awards granted in prior years unvested at FYE		—			(544,491	)
Change in fair value of awards granted in prior years that met vesting conditions during FY		159,513			(15,106	)
Compensation Actually Paid	$	1,562,882		$	1,604,309



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