NCR Atleos Corp

Proxy Statement

This Proxy Statement is furnished to stockholders of NCR Atleos Corporation, a Maryland corporation (the “Company” or “Atleos”), in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for exercise at the annual meeting of Atleos’ stockholders to be held on May 21, 2024 (the “2024 Annual Meeting”) and any postponements or adjournments thereof. We are mailing the Notice Regarding the Availability of Proxy Materials to stockholders on or about April 1, 2024.

The Notice Regarding the Availability of Proxy Materials (the “Notice”) directs stockholders to a website where they can access our proxy materials, including this Proxy Statement, the Notice of Annual Meeting of Stockholders, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). If you would prefer to receive a printed set of our proxy materials mailed to you, please follow the instructions set forth in the Notice.

2024 Annual Meeting of Stockholders

Proposals and Voting Recommendations

The holders of shares of common stock are being asked to consider and vote upon the following four proposals:

(1)

In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders.

How to Vote

Company Overview

Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and interactive teller machine (“ITM”) technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded “ATM as a Service.”

We manage our operations in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (T&T).

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Self-Service Banking -Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer solutions to manage and run the ATM channel end-to-end for financial institutions that include back office, cash management, software management and ATM deployment, among others.

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Network - Provides a cost-effective way for financial institutions, fintechs, neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functioning financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders as well as the ability to convert a digital value to cash, or vice versa, via ReadyCash. We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, and our LibertyX business gives consumers the ability to buy and sell Bitcoin.

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T&T -Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.

Separation from NCR Voyix Corporation

On October 16, 2023, Atleos was spun-off from its former parent company (the "Separation"), NCR Corporation (now known as NCR Voyix Corporation or "Voyix" and referred to as "NCR Corp" prior to the Separation) and has since operated as an independent, standalone public company. The Separation was achieved by means of a pro-rata distribution of all of Atleos’ common stock to Voyix's stockholders at the close of business on October 2, 2023. Each holder of Voyix's common stock received one share of Atleos’ common stock for every two shares of Voyix common stock held as of the close of business on October 2, 2023, plus cash in lieu of fractional shares. On October 17, 2023, the Company commenced trading as an independent public company under the ticker symbol “NATL” on the New York Stock Exchange (“NYSE”).

Following the Separation, Voyix does not beneficially own any shares of Atleos common stock and will no longer consolidate Atleos results with any Voyix results.

Although Atleos and Voyix currently operate as separate companies, the rules and regulations of the SEC and the NYSE require that we provide certain information, including compensation information for our directors and named executive officers, for a period of time prior to the Separation. We have sought to clearly indicate throughout this Proxy Statement what information relates to Atleos prior to the Separation, and what information relates to Atleos following the Separation.

Corporate Governance Highlights

Board Composition Highlights

Our Board holds a diverse range of backgrounds, viewpoints and skills that enable its effectiveness and proactiveness and is committed to actively seeking highly qualified women and individuals from historically underrepresented director candidates for consideration. The Board, with input from the Nominating and Governance Committee, is responsible for periodically determining the appropriate skills, perspectives, experiences, and characteristics required of Board candidates, taking into account the Company's needs, strategy, and current make-up of the Board. Additionally, our Board continues to uphold and focus on the independence of Board members and has adopted the definition of independence described in the director independence requirements for NYSE listed companies.

CHRC = Compensation and Human Resource Committee

NGC = Nominating and Governance Committee

Executive Compensation Highlights

Executive Compensation Philosophy and Design

We are committed to clear, transparent executive compensation programs that drive company performance and encourage the interests of our executives to be aligned with those of stockholders. As described in the Compensation Discussion and Analysis section below, all compensation programs and amounts presented in this Proxy Statement were for fiscal 2023 and made by the compensation committee and leadership of our former parent company, NCR. The Atleos Compensation and Human Resource Committee (the “CHRC”) was not established until the Separation in October of 2023.

Further details about executive compensation decisions are described in the Executive Compensation - Compensation Discussion and Analysis beginning on page 39.

Risk Management Highlights

Oversight

Atleos is committed to a strong oversight mechanism of material risks. The Atleos Board has oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for our overall operational, information security, strategic, reputational, technology, sustainability, and other risks, including matters relating to diversity, equity and inclusion (“DE&I”), environment, health and safety, sustainability, business continuity planning (“BCP”), third-party risk management (“TPRM”), and the security of our personnel and physical assets. Atleos’ management will be responsible for developing and managing formal programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of Atleos’ strategic objectives. In particular, the Audit Committee will assist the Atleos Board in its oversight of risk management.

Our Chief Risk Officer has primary oversight for the Company’s ERM programs, including BCP and TPRM, details of which are reported to the Audit Committee. Atleos’ ERM programs support the Company’s strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives:

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Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities

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Establish clear roles and responsibilities in support of the Company’s risk management activities

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Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances

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Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to Atleos’ executive leadership and Board

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Provide relevant training to executives, managers and employees.

In addition to the Chief Risk Officer, our Chief Compliance Officer has a direct channel to the Board. Further, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board. All of these channels to the Board are designed to prevent risks and initiatives from being siloed into one channel and provide a clear and accurate picture of the Company’s evolving risk landscape.

Business Ethics and Integrity

Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available athttps://www.ncratleos.com/corporate-goverance-docs/ncr-atleos_atleos-code-of-conduct.pdf.

Everyone at Atleos will be required to take our Code of Conduct training annually. Our Code of Conduct training is currently available in 16 languages. Training will be revised annually, taking into account the prior year’s compliance matters and the Company’s compliance risks.

Our Ethics and Compliance Program is responsible for managing the Company’s adherence to the Code of Conduct. Further, our Chief Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board.

Data Protection, Privacy and Security

At Atleos, we are proud of our data protection, cybersecurity, and privacy programs. These initiatives receive oversight from the Audit Committee, as well as several members of our Executive Leadership Team including the Chief Operating Officer, General Counsel, Chief Security & Cash Operations Officer, and Chief Information & Technology Officer. Atleos’ Chief Security & Cash Operations Officer, Chief Information & Technology Officer and Chief Privacy Officer are responsible for management of these programs. Additional support is provided by our Chief Risk Officer and our Chief Compliance Officer.

Atleos supports appropriate privacy protections for those with whom we interact. We foster a culture that values the privacy rights of individuals. Under the direction of Atleos’ Chief Privacy Officer, the program offers thought leadership, advice and guidance on privacy practices such as: complying with privacy laws and regulations; designing solutions with privacy in mind; implementing contracts governing intracompany activities; minimizing the collection of data; providing meaningful notice and choice; and safeguarding information. The program is supported by a privacy attorney, privacy program managers within the business, and data protection officers in various locations internationally. Many of these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.

Under the direction of Atleos’ Chief Security & Cash Operations Officer, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets. Also, we employ various information technology and protection methods designed to promote data security including firewalls, intrusion prevention systems, denial of service detection, anomaly-based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption.

To further our commitment to data privacy and cybersecurity:

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Atleos maintains the ISO 27001 certification for certain locations throughout the United States, Europe, and India

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Third-party audits for PCI-DSS, PA-DSS and SSAE-18 SOC2 are conducted for certain service offerings

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Atleos maintains a robust information security awareness and training program. Employees and contingent workers are required to complete training within 30 days of hire, as well as an annual refresher course. Additionally, Atleos performs regular testing to help ensure employees can identify email “phishing” attacks

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Atleos’ corporate insurance policies include certain information security risk policies that cover network security, privacy and cyber events

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Our Atleos Privacy Policy can be found on the Company website for further viewing athttps://www.ncratleos.com/privacy

Diversity, Equity and Inclusion

At Atleos, we believe a diverse workforce improves our customer relationships and enables us to understand regional and local nuances of the markets in which we operate. Approximately 81% of our workforce is based outside of the U.S. Accordingly, we strive to build a globally inclusive workplace where all people are treated fairly. We seek to include everyone, lead with empathy, and make our communities better.

We are proud to have two female directors serving on our Board. Notably, two-thirds of the Board’s committees are chaired by women.

Diversity by the numbers*

• Based on data as of December 31, 2023, for NCR Atleos Corporation and its subsidiaries.

Environmental Management

We are committed to managing our environmental footprint in the global communities in which we operate. We strive to minimize the environmental impact of our products and operations while also delivering innovative technologies and solutions designed to support businesses and consumers in their efforts to operate responsibly. For example, Atleos uses remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint.

We recognize the importance of minimizing our environmental footprint through energy and greenhouse gas ("GHG") management. That is why we report our Scope 1 and Scope 2 emissions from our global facilities and service operations through CDP (formerly Carbon Disclosure Project). We will complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact.

We are proud to publicly disclose our Scope 1 and Scope 2 GHG emissions data, which has been measured and calculated in alignment with the GHG Protocol Standard. Our emissions data for 2023 is as follows:

Scope 1 – 143,650 mtCO2e

Scope 2 – 4,917 mtCO2e

The reported data for 2023 includes absolute GHG emissions from Scope 1 (generation of heat and transportation) and Scope 2 (generation of purchased electricity) for Atleos business units operating as part of NCR Corporation from January 1, 2023 through the Separation of Atleos on October 16, 2023 and as a standalone business through the balance of 2023 post-separation. This 2023 data will be used as the baseline year for future reporting in line with the GHG Protocol Standard reporting methodology.

We are committed to continued accuracy and transparency and regularly refine our data collection and calculation methodology.