NCR NCR Corp

 

Notice of 2024 Annual Meeting of

Stockholders and Proxy Statement

 

 

April 17, 2024

On behalf of the Board and management, I would like to thank you for your investment and continued support of NCR Voyix. 2023 was truly a historic year for our company. In October, we separated into two distinct entities via the spin-off of NCR’s ATM business, NCR Atleos, and renamed the remaining software and services-led company NCR Voyix. We took this action to enhance the focus on core strategies for both organizations and create a simplified thesis for shareholders as we each pursue success in our distinct markets. Within this more simplified structure, we have the strategy in place to better serve our customers and address the evolving needs of their end-users.

Today, NCR Voyix has a leading position in the Restaurant, Retail and Digital Banking markets and an unmatched portfolio of marquee customers. As a simplified organization, we are investing in our technology, sales and distribution networks and account support functions to build on this positioning and enhance our platform-led solutions and world-class service. We believe the combination of these efforts will strengthen the operations in our core markets, enhance our existing customer relationships and attract new customers to drive profitable growth for the Company. We are particularly excited about the opportunity that we see to address the mid-market segment of the retail and restaurant industries. We have a proven track record of being able to grow with mid-market customers. Now with a renewed effort to penetrate this portion of the market, we believe that we are well-positioned to gain share and expand our customer portfolio.

Underpinning our growth strategy is a laser-like focus on two key areas: becoming a product-led company leveraging our market-leading Commerce and Digital Banking platform technology and providing best-in-class service for our customers. We continue to make significant investments in our platforms, including our next-generation applications, third-party integrations and our customers’ proprietary solutions, to enable our customers to elevate their end-user experiences in new ways, increase revenue and drive efficiencies. We are also enhancing our Services offering, leveraging our multinational field technician network and investing in automation and proactive monitoring capabilities, to provide end-to-end solutions and deliver operational excellence to our customers across more than 300,000 store locations.

We remain confident in our strategy to expand our customer portfolio and convert customers to the platform. Leveraging our deep industry expertise, we are continuing to invest in innovative platform solutions and our global sales network to enhance our customer relationships and gain share across the enterprise, mid-market and SMB segments. We look forward to delivering on these commitments to drive profitable growth and increase shareholder value. Thank you for your continued confidence in NCR Voyix.

Sincerely,

 

David Wilkinson

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in this proxy statement.

The Annual Meeting will be held in a virtual format only on the Internet. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VYX2024. You will also be able to vote your shares electronically at the Annual Meeting. You will need the 16-digit control number found on your proxy card, the Notice, or the voting information form provided by your bank or broker to vote and ask questions during the meeting. For more information about our virtual meeting process, including how to access technical support, if necessary, please see the Questions Relating to this Proxy Statement and Virtual Annual Meeting section of this proxy statement.

The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, are being asked to consider and vote upon the following three proposals:

Following the spin-off of NCR Atleos, we remain committed to creating positive change that supports an innovative and sustainable future in a responsible way. At NCR Voyix, our software and services-led business strategy focused on customer satisfaction and harnessing our culture of innovation directly aligns with our refreshed Corporate Sustainability priorities. Our approach to customer satisfaction is two-fold: we intend to represent the Corporate Sustainability qualities our customers are expecting, and we encourage our employees to fulfill and answer these expectations.

For 2024, we are conducting a comprehensive materiality assessment to further inform our Corporate Sustainability priorities and focus going forward as a stand-alone company. We expect to publish our inaugural NCR Voyix Corporate Sustainability Report in 2024 and we look forward to sharing our journey and progress with you.

As we continue to work towards and expand on our Corporate Sustainability efforts and commitments following the spin-off, some notable highlights and progress include:

We believe that Corporate Sustainability considerations should be fully integrated within an organization and should start at the top with that philosophy. The Board has direct oversight of Corporate Sustainability activities through its Risk Committee. However, the oversight of Corporate Sustainability activities is not confined solely to the Risk Committee. For example, the Committee on Directors and Governance is responsible for the oversight of our ethics and compliance programs. The Audit Committee may liaise with the Risk Committee on matters relating to compliance, risk management and information security, and also shares a number of additional oversight responsibilities with the Risk Committee with clearly delineated responsibilities.

Our Chief Risk Officer has primary oversight for the Company’s Enterprise Risk Management (ERM) programs, including business continuity planning (BCP) and third-party risk management (TPRM), details of which are reported to the Risk Committee. The Company’s ERM programs support our strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives:

Our Chief Risk Officer also supports the Executive Leadership Team’s Corporate Sustainability initiatives and reports on those activities to the Risk Committee. Further, our Chief Ethics & 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 these channels to the Board are designed to provide a holistic, clear, and accurate picture of Corporate Sustainability developments.

We have set the ambitious goal to achieve Net-Zero by 2050 by developing science-based plans and targets to help us meet that goal. To help us achieve this goal, we are continuously working on reducing the environmental footprint of our global fleet of vehicles by transitioning to lower emission and Electric Vehicles (EVs).

We are committed to managing our environmental footprint and protecting 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, we use remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint. In the past two years, our remote monitoring and diagnostics capabilities and other dispatch avoidance programs resulted in over 1.1 million eliminated service dispatch trips.

We recognize the importance of minimizing our environmental footprint through energy usage and greenhouse gas (GHG) emission management. That is why we continue to report our Scope 1 and Scope 2 emissions from our global facilities and service operations through CDP (formerly Carbon Disclosure Project). We 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 continue public disclosure of our Scope 1 and Scope 2 greenhouse gas (GHG) emissions data, which has been measured and calculated in alignment with the GHG Protocol Standard. To accurately track progress towards our GHG reduction targets, we adjusted our emissions inventory to account for significant structural changes that drove a decrease in emissions greater than 5%, in accordance with the GHG Protocol guidance.

To account for the spin-off of NCR Atleos, certain divestments that occurred on October 16, 2023 are removed from the data from the date of divestment and, where entire business operations previously part of NCR Corporation were divested. retrospectively from January 1st, 2023. In alignment with the GHG Protocol, organic site and operations closures are not retrospectively removed from the data. Based on the size of the impact of these changes (≥ 50%), we chose to reset our carbon accounting baseline year to FY 2023.

GHG emissions are expressed as a consolidated figure, adjusted to reflect the entire reporting period by applying the modified organizational boundary. The measurement and reporting involve a degree of estimation based on historical data and other proxies. The data is audited by members of the Finance Team and then reported in different external communication and reporting outlets. The Corporate Sustainability Leader and Chief Risk Officer approve all GHG emissions data statements.

Our emissions data for the past three years is as follows:

As we progress on our environmental accountability journey, we are committed to continued accuracy and transparency and regularly refine our data collection and calculation methodology. To support this commitment, in 2024 we implemented a robust Corporate Sustainability management system, which will allow for more accurate, transparent, and complete data capturing and monitoring. It will also further improve our planning and reporting capabilities and refine our Corporate Sustainability processes.

The holders of shares of common stock and Series A Convertible Preferred Stock, voting together as a single class, are being asked to consider and vote on each of the nine director nominees up for election, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. Proxies solicited by the Board and properly authorized will be exercised for the election of each of the nine nominees: James G. Kelly, David Wilkinson, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and Laura Sen, unless you elect to vote against or abstain from voting with regard to any nominee. The Board has no reason to believe that any of these nominees will be unable to serve. However, if one of them should become unable to serve prior to the Annual Meeting, the Board may reduce the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, shares represented by properly authorized proxies that were voted in favor of the nominee that became unable to serve will be voted FOR the substitute nominee. Georgette Kiser’s and Gregory Blank’s terms as directors will end at the Annual Meeting. Concurrently with the expiration of their terms, the size of the Board will automatically decrease from eleven to nine such that, assuming all of the nominees are elected at the Annual Meeting, there will be no vacancies on the Board. We thank them for their service and contributions.

The Board of Directors recommends that you vote FOR the election of each of James G. Kelly, David Wilkinson, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and Laura Sen as directors, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. Properly authorized proxies received by the Board will be voted FOR all nominees for which the stockholder may vote unless they specify otherwise.

The affirmative vote of a majority of the total votes cast for and against each nominee by holders of our common stock and Series A Convertible Preferred Stock, voting together as a single class (in person via attendance at the virtual Annual Meeting or by proxy), with the holders of Series A Convertible Preferred Stock voting on an as-converted basis, is required to elect each nominee. Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the vote required to elect each of these director nominees.

The name, age, principal occupation, other business affiliations and certain other information regarding each nominee for election as a director are set forth below, along with a description of the qualifications that led the Committee on Directors and Governance to conclude that he or she meets the needs of the Board and supports the advancement of the Company’s long-term strategy. The age reported for each director is as of the filing date of this proxy statement.

We believe our director nominees represent a well-rounded and diverse range of backgrounds, skills and experience.

The Board believes that it is desirable that the following experience, qualifications, attributes, and skills be possessed by one or more of NCR Voyix’s Board members because of their particular relevance to the Company’s business and structure, and these were all considered by the Committee on Directors and Governance and the Board in connection with this year’s director nomination process:

 

The Board oversees management in directing the overall performance of the Company on behalf of the stockholders of the Company. Members of the Board stay informed of the Company’s business by participating in Board and committee meetings (including regular executive sessions of the Board), by reviewing materials provided to them prior to the meetings and otherwise, and through discussions with the Chief Executive Officer and other members of management and staff.

The Board is elected by the stockholders of the Company to oversee and direct the management of the business and affairs of the Company. The Board acts as an advisor to senior management and monitors its performance. The Board reviews the Company’s strategies, financial objectives, and operating plans. It also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company’s compliance efforts.

To help discharge its duties and responsibilities, the Board has adopted the Corporate Governance Guidelines that address significant corporate governance issues, including, among other things: the size and composition of the Board; director independence; Board leadership; roles and responsibilities of the Board; risk oversight; director compensation and stock ownership; committee membership and structure, meetings and executive sessions; and director selection, training and retirement (the “Corporate Governance Guidelines”). The Corporate Governance Guidelines, as well as the Board’s committee charters, can be found on the “Investor Relations” section of our website at https://investor.ncrvoyix.com. You also may obtain, without charge, a written copy of the Corporate Governance Guidelines, or any of the Board’s committee charters, by writing to the Company’s Corporate Secretary at the address listed in the Communications with Directors section of this proxy statement.

Additionally, the Company’s overboarding policy, which is included in the Corporate Governance Guidelines, provides that directors should advise the chair of the Committee on Directors and Corporate Governance in advance of joining another public company board of directors. The Board has the opportunity to review the director’s availability to fulfill the director’s responsibilities to the Company if the director (a) serves on more than three other public company boards, (b) serves as an executive officer of any other public company while also serving on a total of two or more public company boards or (c) serves as a director of a potential competitor of the Company.

Under our Corporate Governance Guidelines, and New York Stock Exchange (“NYSE”) rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries, taking into account, in addition to those other factors it may deem relevant, whether the director:

The policy of the Board is to review the independence of all directors at least annually. The Committee on Directors and Governance undertook its annual review of director independence and made a recommendation to the Board of Directors regarding independence. The Board has determined that all of the Company’s non-employee directors and nominees, namely James Kelly, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and Laura Sen, are independent in accordance with the NYSE listing standards and the Corporate Governance Guidelines.

NCR Voyix continues to demonstrate a strong commitment to corporate governance practices and policies that reinforce the Board’s alignment with, and accountability to, our stockholders.

Our Board is committed to independent leadership and acknowledges there are different structures available to achieve that objective. Our Board has the flexibility to determine a leadership structure as it deems best for the Company from time to time. Under our Corporate Governance Guidelines, the Board does not need to appoint an independent lead director when the role of Chair is held by an independent, non-executive chair.

Under our Corporate Governance Guidelines, the Board shall appoint a Chair of the Board and the Board does not have a guideline on whether the role of Chair should be held by a non-employee or independent director. If the positions of Chair of the Board and Chief Executive Officer are held by the same person or if the Chair is a management employee or a non-independent director, the independent directors of the Board will select an independent lead director. Mr. Kelly currently serves as our independent Chair. The Board believes Mr. Kelly is well suited to serve as independent Chair given his extensive experience leading companies in operational, financial and strategic matters, as well as his board leadership experience. As a result of his broad-based and relevant experience, our Board believes Mr. Kelly is well positioned to carry out the responsibilities of the independent Chair, lead the Board and provide constructive, independent, and informed guidance and oversight to management.

The Board has four standing committees: the Audit Committee, the Compensation and Human Resource Committee (the “CHRC”), the Committee on Directors and Governance (“CODG”), and the Risk Committee. All members of each of these committees are independent Board members. In addition, in 2023, the Board formed the Transaction and Finance Committee that meets on an ad-hoc basis. The current members of the Transaction and Finance Committee are Mr. Kelly, Mr. Blank, Ms. Haugen and Mr. Larsen.

The Board has adopted a written charter for each standing committee that sets forth the committee’s mission, composition and responsibilities. Each charter can be found on the “Investor Relations” section of our website at https://investor.ncrvoyix.com.

The Board met 16 times in 2023 and each incumbent member of the Board attended 75% or more of the aggregate of: (i) the total number of meetings of the Board (held during the period for which such person was a director); and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served). The Company has no formal policy regarding director attendance at its annual meeting of stockholders. All of the Company’s directors then in office were in attendance at the Company’s 2023 Annual Meeting of Stockholders, which was a virtual, and not an in-person, meeting.

The Audit Committee, CHRC, CODG, and Risk Committee met 9, 13, 6, and 5, times, respectively, during fiscal year 2023. The current composition of each Board Committee is set forth below:

Georgette Kiser’s and Gregory Blank’s terms as directors will end at the Annual Meeting. Concurrently with the expiration of their terms, the size of the Board will automatically decrease from eleven to nine such that, assuming all of the nominees are elected at the Annual Meeting, there will be no vacancies on the Board.

The Audit Committee is the principal agent of the Board in overseeing: (i) the quality and integrity of the Company’s financial statements; (ii) the independence, qualifications, engagement and performance of the Company’s independent registered public accounting firm; (iii) the performance of the Company’s Internal Audit Department; (iv) the integrity and adequacy of internal controls; and (v) the quality and adequacy of disclosures to stockholders.

Among other things, the Audit Committee also:

All members of the Audit Committee during 2023 were, and all current members are, independent and financially literate as determined by the Board under applicable SEC rules and NYSE listing standards. In addition, the Board has determined that four current members of the Audit Committee, Ms. Haugen, Mr. Blank, Mr. Larsen, and Ms. Sen are each an “audit committee financial expert,” as defined under SEC regulations. The Board has also determined that each member of the Audit Committee is independent based on independence standards set forth in the Corporate Governance Guidelines, the listing standards of the NYSE and the applicable rules of the SEC. No member of the Audit Committee may receive any compensation, consulting, advisory or other fees from the Company, other than the Board compensation described below under the Director Compensation section in this proxy statement, as determined in accordance with applicable SEC rules and NYSE listing standards. Members serving on the Audit Committee are limited to serving on no more than two other audit committees of public company boards of directors, unless the Board evaluates and determines that these other commitments would not impair the member’s effective service to the Company.

The CHRC provides general oversight of the Company’s management compensation philosophy and practices, benefit programs and strategic workforce initiatives, and leadership development plans. In doing so, the CHRC reviews and approves executive officer total compensation goals, objectives and programs, and the competitiveness of total compensation practices.

Among other things, the CHRC also:

The Board determined that all members of the CHRC during 2023 were, and the current members are, independent based on independence standards set forth in the Corporate Governance Guidelines which reflect NYSE listing standards and satisfies the additional provisions specific to compensation committee membership set forth in the NYSE listing standards.

The CODG is responsible for reviewing the Board’s corporate governance practices and procedures, including the review and approval of each related party transaction under the Company’s Related Person Transaction Policy (unless the CODG determines that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board), and the Company’s ethics and compliance program.

Among other things, the CODG also:

The CODG is authorized to engage consultants to review the Company’s director compensation program.

The Board has determined that each member of the CODG is independent based on independence standards set forth in the Corporate Governance Guidelines, which reflect the listing standards of the NYSE.

The Risk Committee assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for the Company’s overall operational, information security, strategic, reputational, technology, cybersecurity, Corporate Sustainability, and other risks. In addition, the Risk Committee assists the Board in fulfilling its oversight responsibilities for matters relating to diversity, equity and inclusion, as well as matters relating to the health, environment, safety, sustainability, and the security of personnel and physical assets. Among other things, the Risk Committee also:

As a part of its oversight responsibilities, the Board regularly monitors management’s processes for identifying and addressing areas of material risk to the Company, including operational, financial, cybersecurity, legal, regulatory, strategic, and reputational risks. In doing so, the Board receives regular assistance and input from its committees, as well as regular reports from members of the Executive Leadership Team and other members of senior management. For example, our Board exercises oversight over our risk management process directly, as well as through its committees that address risks inherent in their respective areas of oversight. In particular, our Board of Directors delegates cybersecurity risk management oversight to the Risk Committee of the Board of Directors. While the Board and its committees provide oversight, management is responsible for implementing risk management programs, supervising day-to-day risk management and reporting to the Board and its committees on these matters.

Audit Committee: The Audit Committee, with the assistance of the Risk Committee, reviews in a general manner the guidelines and policies governing the process by which the Company conducts risk assessment and risk management. In addition, the Audit Committee reviews and reassesses the adequacy of the Risk Committee charter on an annual basis. The Audit Committee Chair may liaise with the Risk Committee Chair in his or her discretion for matters where the Risk Committee can assist the Audit Committee in its decision-making process for matters for which the Audit Committee is responsible. The Audit Committee also receives periodic updates on compliance and regulatory risk items from members of the senior leadership team.

CHRC and CODG: The CHRC regularly considers potential risks related to the Company’s compensation programs, as discussed below, and the CODG considers risks within the context of its responsibilities (as such responsibilities are defined in the committee charter), including legal and regulatory compliance risks.

Risk Committee: The Risk Committee assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective ERM framework for the Company’s overall operational, information security, strategic, reputational, technology,

Corporate Sustainability, and other risks. In addition, the Risk Committee reviews and reassesses the adequacy of the Risk Committee charter on an annual basis. The Risk Committee also assists the Board with its oversight responsibilities for matters relating to diversity, equity and inclusion (DE&I), environment, health and safety (EHS), sustainability, and the security of our personnel and physical assets. The Risk Committee Chair may liaise with the Chair of any other Board committee in his or her discretion for matters where such committee can assist the Risk Committee in its decision-making process for matters for which the Risk Committee is responsible, and vice versa.

At the management level, we have appointed a Chief Risk Officer to oversee our ERM program and assist the Company and the Risk Committee in fulfilling its objectives relating to ERM, Corporate Sustainability, third-party risk management (TPRM) and business continuity planning (BCP). The Company’s Chief Risk Officer is responsible for developing and managing formal ERM, Corporate Sustainability, TPRM and BCP programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of the Company’s strategic objectives.

The Risk Committee oversees our cybersecurity processes and policies on risk identification, management, and assessment. The Risk Committee also reviews the adequacy and effectiveness of such policies, as well as the steps taken by management to mitigate or otherwise control these cybersecurity exposures and to identify future risks. Our CIO reports regularly to the Risk Committee on cybersecurity and information security and the full Board reviews significant cybersecurity matters as appropriate. Included among the members of both the Board and the Risk Committee are directors with substantial expertise in cybersecurity matters, and Board members actively engage in dialogue on the Company’s information security plans, and in discussions of improvements to the Company’s cybersecurity defenses. When, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident.

After each quarterly committee meeting, the Audit Committee, CHRC, CODG, and Risk Committee each report at the next meeting of the Board all significant items discussed at each committee meeting, which includes a discussion of items relating to risk oversight where applicable.

The Company takes a prudent and risk-balanced approach to its incentive compensation programs to ensure that these programs promote the long-term interests of our stockholders and do not contribute to unnecessary risk-taking. The CHRC evaluates the Company’s executive and broad-based compensation programs, including the mix of cash and equity, balance of short-term and longer-term performance focus, balance of revenue and profit-based measures, stock ownership guidelines, clawback policies and other risk mitigators. The CHRC directly engages its independent compensation consultant to assist with this evaluation process. Based on this evaluation, the CHRC concluded that none of the Company’s compensation policies and plans are reasonably likely to have a material adverse effect on the Company.

The CODG and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in detail in the Corporate Governance Guidelines. In determining candidates for nomination, the CODG will seek the input of the Chair of the Board and the Chief Executive Officer and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, periodically the Board or the CODG engages a third-party search firm, including most recently Ridgeway Partners, to assist to identify candidates who have desired experience and expertise, and meet the qualification guidelines described below.

Our Corporate Governance Guidelines include qualification guidelines for directors standing for re-election and new candidates for membership on the Board. All candidates are evaluated by the CODG using these qualification guidelines. In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the CODG will consider, among other things, a candidate’s:

All of the nominees for election are currently serving as directors of the Company. Irv Henderson was recommended for appointment to the Board by a non-employee director. After review and consideration by the CODG, the CODG recommended to the Board that Mr. Henderson be appointed, and he was appointed to the Board effective March 14, 2024.

Other than David Wilkinson, the Company’s Chief Executive Officer, all of the candidates for election have been determined by the Board to be independent under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards.

Stockholders wishing to recommend individuals for consideration as directors should contact the CODG by writing to the Company’s Corporate Secretary at NCR Voyix Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates.

Stockholders who wish to nominate directors for inclusion in the Company’s proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at the Company’s next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, the current form of which is available on the “Investor Relations” section of our website at https://investor.ncrvoyix.com. See “Procedures for Nominations Using Proxy Access”, “Procedures for Stockholder Proposals and Nominations for 2025 Annual Meeting Outside of SEC Rule 14a-8” and “Procedures for Stockholder Proposals and Nominations for 2025 Annual Meeting Outside of SEC Rule 14a-8 and Pursuant to SEC Rule 14a-19” in this proxy statement for further details regarding how to nominate directors.

The Board has an orientation process for new directors that is overseen by the Committee on Directors and Governance. The orientation process program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new directors include information on the Company’s strategic and operating plans, corporate governance practices (including committee assignments and roles), Code of Conduct, and other key policies and practices. The orientation process includes a series of one-on-one meetings with members of the Company’s Executive Leadership Team, including, among others, the Chief Executive Officer, Chief Financial Officer, General Counsel and Secretary, and various business leaders, as well as other key senior management employees. New directors are also invited to tour various Company facilities, depending on their orientation needs and preferences. The program enables the new directors to thoroughly understand the Company’s business and strategic initiatives, as well as overall governance and processes, including, among other things, the Company’s organization, the Company charter, bylaws, Board committee charters, the Company Code of Conduct, and Corporate Governance Guidelines.

Stockholders or interested parties wishing to communicate directly with the Board or any other individual director, the Chair of the Board, or the Company’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Voyix Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007. The Corporate Secretary will forward appropriate communications. Any matters reported by stockholders relating to the Company’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board may also be made by writing to this address. For more information on how to contact the Board, please see the Company’s Corporate Governance page on the “Investor Relations” section of our website at https://investor.ncrvoyix.com.

The Company has a Code of Conduct that sets forth the standard for ethics and compliance for all of its directors and employees. The Code of Conduct is available on the “Investor Relations” section of our website at https://investor.ncrvoyix.com. To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at the address provided above.

The CODG oversees our Director Compensation Program (the “Program”). In recommending compensation under the Program, the CODG considered peer group director pay practices and other relevant data and considerations, including material provided by Farient, the independent compensation consultant for the CHRC in 2023. The Program provides for the payment of annual retainers and annual equity grants to non-employee Board members in accordance with the NCR Corporation 2017 Stock Incentive Plan, as amended (the “Stock Plan”). Our Stock Plan generally caps non-employee director pay at $1 million per calendar year (including cash and grant date fair value of equity).

In May 2023, the CODG recommended, and the Board approved, that the annual retainer for each non-employee director under the Program effective following the 2023 annual meeting of stockholders would remain unchanged at $80,000, the additional annual retainer for Lead Independent Director service would be remain unchanged at $75,000 and the additional cash retainer for Non-Executive Chairman would remain at $200,000. The CODG and the Board determined that adjustments to annual retainers for certain committee chair and member services were appropriate based on, among other things, materials relating to competitive pay practices and related matters provided by Farient.

In anticipation of the spin-off of NCR Atleos (such transaction, the “Spin-Off”), the CODG reviewed, in consultation with Farient, the annual retainer fees for non-employee directors following the Spin-Off to ensure that director compensation would remain competitive and generally aligned at approximately the median of the Company’s post-spin peer group. The CODG recommended, and the Board approved, that effective as of the Spin-off the additional cash retainers for non-executive chairman and lead independent director be reduced to $130,000 and $50,000, respectively, and that certain committee fees be adjusted. The annual retainer for each non-employee director remained unchanged at $80,000.

The Program provides for grants of prorated annual cash retainers for Board service to directors who join the Board mid-year. Cash retainers for committee service are prorated in the event a director commences or ceases service on a particular Committee of the Board mid-year. In each case, proration is based on the number of days served on the Board or the applicable Committee during the applicable payment period.

The annual retainers for Board and committee service are generally paid in four equal installments on approximately June 30, September 30, December 31 and March 31. They may be received at the director’s election in: (i) cash; (ii) shares of common stock; (iii) one-half cash and one-half shares of common stock; or (iv) deferred restricted stock units (“RSUs”) distributable in shares of common stock after director service ends.

The following tables set forth the approved annual cash retainer fees for board and committee service for non-employee directors during fiscal year 2023:

Under the Program, the CODG and the Board determine the value of the annual equity grant made to non-employee directors elected at the annual meeting of stockholders. Annual equity grants made to directors generally vest in four equal quarterly installments beginning three months after the grant date. Annual equity grants may be deferred until after director service ends, at the director’s election. The Program also permits prorated mid-year equity grants for non-employee directors who join our Board mid-year and in other appropriate circumstances. Mid-year equity grants generally vest on the same quarterly vesting dates that apply to full year directors.

In 2023, based on an evaluation of peer group pay data and other material provided by Farient, the CODG recommended, and the Board agreed, that the annual equity grant value under the Program should remain unchanged at $225,000. Accordingly, on May 2, 2023, the 2023 annual meeting date, each then serving non-employee director received an annual equity grant of RSUs valued at $225,000. In June 2023, in anticipation of Spin-Off, the CODG determined to reduce the annual equity grant value to $160,000 and to increase the pro-rata mid-year sign-on grant for new non-employee directors by a 25% premium.

Our Board has adopted Stock Ownership Guidelines for our non-employee directors to foster equity ownership and to align the interests of our directors with those of our stockholders. Within five years of his or her appointment to the Board, each non-employee director is expected to beneficially own NCR Voyix stock equal to five times the annual retainer amount. Ownership includes shares owned outright, restricted stock, and interests in RSUs or deferred shares, and excludes stock options. As of the Record Date (as defined below), all of our current non-employee directors were in compliance with the guidelines or within the five-year grace period.

For 2023, compensation for Mr. Hayford and Mr. Wilkinson is disclosed in the Summary Compensation Table in the Executive Compensation – Compensation Discussion & Analysis section of this proxy statement. The director compensation tables below include Mr. Martire’s 2023 compensation under our executive compensation program, which was paid to him for his services as our Executive Chairman of the Board through the 2023 annual meeting.

This Table shows the grant date fair value of non-employee director annual equity grants and other equity granted in 2023 under the Program.

This Table shows the shares of NCR Voyix common stock underlying director equity awards as of December 31, 2023. In connection with the Spin-Off, outstanding equity awards for Ms. Farrington, Mr. Mucci and Mr. Welling accelerated and vested in October 2023.

In connection with the Spin-Off, outstanding equity awards for all of our non-employee directors as of the Spin-Off were equitably adjusted into shares of NCR Voyix and NCR Atleos stock. This Table shows the shares of NCR Atleos common stock underlying director equity awards as of December 31, 2023.

Under its charter, the CODG is responsible for the review of all related person transactions. The Board has adopted a Related Person Transaction Policy that provides that each related person transaction must be considered for approval (i) by the CODG, or (ii) by all of the disinterested members of the Board, if the CODG so determines (the “Related Person Transaction Policy”).

The Related Person Transaction Policy requires each director and executive officer of the Company to report to the Company’s General Counsel any transaction that could constitute a related person transaction prior to undertaking the transaction. The General Counsel must advise the Chair of the CODG of any related person transaction of which the General Counsel becomes aware, whether as a result of reporting or otherwise. The CODG then considers each such related person transaction, unless the CODG determines that the approval of such transaction should be considered by all of the disinterested members of the Board, in which case such disinterested members of the Board will consider the transaction.

If the Company enters into a transaction that it subsequently determines is a related person transaction or a transaction that was not a related person transaction at the time it was entered into but thereafter became a related person transaction, then, in either case, the related person transaction shall be promptly presented to the CODG or the disinterested members of the Board, as applicable, for approval. If such related person transaction is not approved, then the Company shall take all reasonable actions to attempt to terminate the Company’s participation in that transaction.

Following his service as Chairman and his resignation from the Company’s Board of Directors in connection with the Spin-Off, the Company engaged Mr. Reece to provide certain transition services to the Board and its Transaction & Finance Committee. For these services Mr. Reece received a stock grant of $250,000 and a cash consulting fee of $250,000.

The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors and hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Set forth below are the names and certain biographical information regarding the Company's executive officers.

Brian Webb-Walsh is Executive Vice President and Chief Financial Officer for NCR Voyix. Brian has global responsibility for finance, accounting, treasury, investor relations, tax, M&A, audit and real estate. He works with our business units to ensure success and profitability. Mr. Webb-Walsh has spent his career operating in global, publicly traded Fortune 500 organizations. He is a credible finance leader with a successful track record of leading large, global teams. He was most recently the CFO for UPS' international, health care and supply chain solutions businesses. Prior to UPS, he spent nearly five years as Executive Vice President and CFO of Conduent Incorporated, a technology-led business process services company that spun out of Xerox Corporation in 2017. He led all aspects of finance, real estate, procurement and transformation with a team of more than 1,000 professionals primarily in the U.S., India and the Philippines. Before Conduent, he spent 19 years at Xerox. At Xerox he developed strong financial discipline and leadership capability. His positions included divisional CFO roles, investor relations, and corporate financial planning and analysis. Mr. Webb-Walsh holds a bachelor's degree in management from the State University of New York at Geneseo, an MBA from Rochester Institute of Technology, and a master’s degree in accounting from George Washington University.

Eric Schoch is Executive Vice President and President, Retail for NCR Voyix. Mr. Schoch is a seasoned executive with extensive experience leading high-growth technology businesses on a global stage, developing innovative solution portfolios and building high-performance leadership teams. He has an exceptional track record of execution and driving for results while leading successful market transitions and business turnarounds. In January 2023, Mr. Schoch assumed responsibility for NCR Retail and the engineering and technology functions serving both Retail and Hospitality. From 2019 to 2023, Mr. Schoch was responsible for global retail sales and field operations. He joined NCR in December 2016, where he led the North American Retail business. Prior to NCR, Mr. Schoch held various business unit (BU) leadership roles at Cisco Systems over eight years. His last role at Cisco was Vice President of Product Management and Go-To-Market for the Network Function Virtualization (NFV) BU. He holds a BBA in marketing and finance from Stephen F. Austin State University, an MBA from the University of Texas at Dallas, and studied technology leadership, innovation and change in high-tech companies at the London Business School as part of an executive leadership development program.

Kelli Sterrett is Executive Vice President, General Counsel and Secretary of NCR Voyix. She has global responsibility for the Company’s legal, compliance and risk functions. Ms. Sterrett has spent her career as a corporate attorney, focusing on strategic transactions, corporate governance, and securities law matters. She has significant experience with regulated industries. Ms. Sterrett was most recently General

Counsel at EVO Payments, a NASDAQ-listed electronic payments company. Prior to EVO, she served as Deputy General Counsel of Scientific Games Corporation, a NASDAQ-listed technology and gaming company. She began her career as a corporate attorney at Gibson, Dunn & Crutcher in New York. Ms. Sterrett holds a bachelor's degree in political science from Colgate University and a juris doctorate from Columbia University School of Law.

Kelly Moyer is Chief Accounting Officer of NCR Voyix. Ms. Moyer previously served as our Chief Audit Executive, where she led the internal audit function, from July 2021 to October 2023. Ms. Moyer first joined the Company in 2009 and has held various leadership roles within controllership, including as Assistant Controller from 2012 to July 2021. Prior to joining NCR Corporation, Ms. Moyer spent 12 years with PricewaterhouseCoopers LLP in the audit assurance practice serving global, publicly traded organizations which included a secondment in the PricewaterhouseCoopers office in St. Albans, United Kingdom from 2003 to 2007. Ms. Moyer serves as Treasurer of the NCR Foundation, a role she has held since 2019. She holds a bachelor's degree in accounting from the University of Georgia.

Brendan Tansill is Executive Vice President and President of Digital Banking of NCR Voyix. Mr. Tansill has extensive experience scaling businesses, driving product innovation, and delivering best-in-class customer experience. Mr. Tansill is responsible for establishing the strategy and driving the operations of Digital Banking, which has a primary mission of partnering with our financial institution customers to enhance the digital experience of their consumer and business customers. Prior to NCR Voyix, Mr. Tansill spent 11 years at EVO Payments, a NASDAQ-listed financial technology company, ultimately serving as President of the Americas. In this capacity, Mr. Tansill was responsible for a large organization delivering complicated technology solutions through partnerships with leading global financial institutions and software companies. Earlier in his time at EVO, Mr. Tansill served as Executive Vice President of Business Development & Strategy, with primary responsibility for driving EVO's international expansion by partnering with leading financial institutions and enhancing EVO's product capabilities through technology acquisitions. Earlier in his career, Mr. Tansill was a private equity investment professional. Mr. Tansill began his career in investment banking at Lehman Brothers. Mr. Tansill received his Bachelor of Arts from the University of Virginia and his master’s degree in business administration from the Kellogg School of Management at Northwestern University.

Benny Tadele is Executive Vice President and President of Restaurants of NCR Voyix. With an exceptional ability to navigate the complexities of today’s digital economy, Mr. Tadele excels at transitioning traditional business models to innovative Software as a Service (SaaS) and platform-based solutions, driving significant growth and operational efficiency. Prior to joining NCR Voyix, Mr. Tadele made significant contributions at ACI Worldwide as the executive vice president and head of North America. There, he was instrumental in transforming the organization’s approach to market engagement, implementing SaaS models that enhanced customer value and drove robust revenue growth. Under his leadership, ACI Worldwide not only expanded its market footprint but also optimized its operational processes. Mr. Tadele earned advanced degrees in computational science and engineering from the Georgia Institute of Technology, where he developed a solid foundation in the principles that underpin today’s most successful tech-driven business models. His career trajectory through pivotal roles in executive management, revenue growth and strategic program development showcases a consistent theme: a relentless pursuit of innovation and efficiency.

We conduct a Say on Pay vote at our annual meeting of stockholders as required by Section 14A of the Securities Exchange Act of 1934, as amended. We currently conduct the Say on Pay vote every year. Unless our Board changes its policy, our next Say on Pay vote following the 2024 Annual Meeting of Stockholders will be held at our 2025 Annual Meeting of Stockholders. While this vote is non-binding, the Board and the Compensation and Human Resource Committee (the “Committee” as referenced throughout the various sections of this Proposal 2, including the Compensation Discussion & Analysis section) highly value the opinions of our stockholders. The Committee will consider the outcome of the Say on Pay vote as part of its annual evaluation of our executive compensation program.

Please read the following Compensation Discussion & Analysis section and our Executive Compensation Tables for information necessary to inform your vote on this proposal.

The Board of Directors recommends that you vote to approve, on a non-binding and advisory basis, the compensation of the Named Executive Officers as disclosed in these proxy materials. Properly authorized proxies received by the Board will be voted FOR this proposal unless they specify otherwise.

Under applicable Maryland law and the Company’s Charter and Bylaws, a majority of all the votes cast by holders of our common stock and Series A Convertible Preferred Stock voting together as a single class (in person via attendance at the virtual meeting or by proxy), with the Series A Convertible Preferred Stock voting on an as-converted basis, is required to approve, on a non-binding and advisory basis, the compensation of the Named Executive Officers as disclosed in these proxy materials. Under Maryland law, abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the approval of this proposal.

This Compensation Discussion & Analysis (“CD&A”) provides an overview of the Company’s strategy and performance, stockholder engagement process, and our 2023 executive compensation programs and decisions. This CD&A focuses on the compensation of our Named Executive Officers (collectively, the “Named Executive Officers” or “NEOs”) shown below for the fiscal year 2023. The Committee has the authority to establish the Company’s executive compensation programs and make compensation decisions for our NEOs.

Due to the Spin-Off that occurred in October 2023 and the planned leadership transitions that took place in connection with the Spin-Off, our Named Executive Officers for 2023 include four former executive officers. See Changes to our Leadership Team below for more information.

After taking into account the transition in our leadership team during 2023 as a result of the Spin-Off, our Named Executive Officers for 2023 were:

We refer to the NEOs who departed the Company at the time of the Spin-Off, as indicated above, as the “Departed Executives.”

This CD&A uses capitalized terms, certain of which are defined in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section below, including certain terms used with respect to the metrics established by our Committee for the Company’s executive incentive plans.

NCR Voyix Corporation is a global provider of digital commerce solutions for retail stores, restaurants and financial institutions. Headquartered in Atlanta, Georgia, we are a software and services-led enterprise technology provider of run-the-store capabilities for retail and restaurants and cloud-based digital solutions for financial institutions, serving businesses of all sizes. Our software platforms, which run in the cloud and include microservices and application program interfaces (APIs) that integrate with our customers’ systems, and our As-a-Service solutions enable end-to-end technology-based operations solution for our customers. Our offerings include digital first software and services offerings for retailers, restaurants and financial institutions, as well as payments acceptance solutions, multi-vendor connected device services, self-checkout kiosks and related technologies, point of sale terminals and other self-service technologies. Our solutions are designed to enable retailers, restaurants and financial institutions to seamlessly transact and engage with their customers and end users.

In 2023 we successfully completed the Spin-Off of our ATM-focused business, which included our self-service banking, payments & network and telecommunications and technology businesses, into an independent publicly traded company (“NCR Atleos”). The Spin-Off was completed on October 16, 2023. In connection with the Spin-Off, the Company changed its name from NCR Corporation to NCR Voyix Corporation. Additionally, starting on October 17, 2023, the Company’s common stock began trading on the New York Stock Exchange under the stock symbol “VYX.”

There were several changes to our executive leadership team during 2023 and early 2024 in connection with the Spin-Off, as described below.

As discussed above, we completed the Spin-off on October 16, 2023. In connection with the Spin-Off, we entered into an Employee Matters Agreement with NCR Atleos (the “EMA”), which (among other items) addressed the treatment of Company equity awards at the time of the Spin-Off as well as bonus payouts based the financial performance of the Company through the end of the last full fiscal quarter prior to the date of the Spin-Off in lieu of the full year, as originally contemplated. The below details the treatment of the annual bonuses and equity awards held by the Company’s executive officers at the time of the Spin-Off under the terms of the EMA. Pursuant to the terms of their respective employment agreements, equity award agreements and separation agreements, certain of our Departed Executives have alternate annual bonus treatment and equity vesting arrangements, as detailed in the Agreements with Our Named Executive Officers – Employment Agreements with Departed Executives section of this proxy statement.

Pursuant to the terms of the EMA, the Company’s financial performance for the nine months ended September 30, 2023 versus the Company’s original targets through the nine months ended September 30, 2023 (based on the targets originally set for the 2023 Annual Incentive Plan) was used to determine annual incentive achievement.

Effective as of the Spin-Off, outstanding equity awards held by the Company’s employees, including the NEOs, were converted into NCR Voyix awards or, in some cases, into a combination of NCR Voyix and NCR Atleos awards, in accordance with the EMA. The purpose of the conversion methodology used was to preserve the intrinsic value, immediately prior to the Spin-Off, of the outstanding award. The terms of the equity awards, such as the vesting schedule and termination protections, generally remained unchanged. The performance-based restricted stock awards were evaluated at the time of the Spin-Off. Details of the timing of adjustments can be found in the 2021 PBRSUs – Performance Achieved section and the 2022 PBRSUs – Performance Achieved section of this proxy statement.

The table below describes an overview of each type of outstanding equity award treatment for our NEOs at the Spin-Off. For purposes of the table below, “NCR” refers to NCR Corporation prior to the Spin-Off, “NATL” refers to NCR Atleos and “VYX” refers to NCR Voyix.

We regularly engage with our stockholders to understand their perspectives and views on our Company, including our executive compensation program, corporate governance and other strategic initiatives. Our annual Say on Pay vote is one avenue for the Board to receive feedback from stockholders regarding our executive compensation program.

 

At our 2023 Annual Meeting of Shareholders, over 83% of the votes cast were in support of the annual advisory vote to approve the compensation paid to our NEOs (“say on pay”). The Compensation Committee believes that this vote affirms stockholder support of the Company’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for our NEOs. We regularly review and assess our compensation programs to ensure that they are aligned with our business strategies and that the type and mix of short-term and long-term incentive vehicles used continue to align management with stockholders’ interests and reward for high performance. While we received support for our 2023 say on pay proposal, we continued engagement with our stockholders to understand their perspectives and views on our Company, including our executive compensation program, corporate governance, Corporate Sustainability and other strategic initiatives.

In fiscal 2024, the Committee completed a comprehensive review of the Company’s executive compensation plans with a goal to ensure alignment with and support for the Company’s strategy and to drive the performance of NCR Voyix Corporation as a stand-alone company following the Spin-Off. For a preview of the changes to our executive compensation program in 2024, see the Preview of our 2024 Compensation Program section of this proxy statement.

Our executive compensation program rewards executives for achieving and exceeding the Company’s strategic business and financial goals in furtherance of stockholder interests. The Committee accomplishes this by generally linking executive compensation to Company-wide metrics and operational results for areas that each member of our executive team directly controls. The Committee regularly evaluates the elements of our program to ensure that they appropriately align executive pay with Company performance, reflect the feedback shared by our stockholders, and are consistent with both Company and stockholder short-term and long-term goals given the dynamic nature of our business and the markets in which we compete for talent. The Committee annually approves the design of our executive compensation program, performance objectives, specific goals, results, compensation levels and final compensation for our Named Executive Officers.

Our executive compensation program continues to feature many best practices.

The Committee, with assistance from its independent compensation consultant, annually reviews competitive market data to assist with evaluating and establishing compensation levels for our executive officers. Farient Advisors LLC (“Farient”) utilized compensation peer group data (see compensation peer group section below) along with compensation survey data from the following sources for general and high-tech industries when analyzing the market competitiveness of our executive pay levels.

The Committee reviewed a comprehensive analysis and assessment prepared by its independent compensation consultant, which shows the competitive position of our Named Executive Officers’ pay mix and levels compared to the marketplace using a combination of survey data provided by the Company as well as proxy data from our peer group for the CEO and CFO positions. The Committee targets the median for all pay elements but ensures recommendations are balanced against the following factors:

The Committee retains the flexibility to make adjustments to compensation that represent market changes. Management does participate in Committee discussions about CEO compensation. No member of management provides recommendations or participates in discussions regarding his or her own compensation.

The responsibilities of the Committee include:

To assist in review and oversight of our executive compensation programs in 2023, the Committee retained and was advised by Farient. Farient is a nationally recognized executive compensation consulting firm that is independent of the Company’s management and reported directly to the Committee. When making executive compensation decisions, the Committee considered the advice and recommendations of Farient. Named executive officers were not present during Committee and Farient discussions about their own compensation. In 2024, the Committee retained and is advised by Meridian Compensation Partners.

The independent compensation consultant has an important role in our compensation program and provides objective, expert analyses, independent advice, and comparative data on executive and director compensation. The independent compensation consultant reports directly to the Committee, which is responsible for the appointment, compensation, retention, and oversight of the work performed by the compensation consultant. A senior representative of the compensation consultant generally attends Committee meetings, participates in executive sessions of the Committee without management present, and communicates directly with Committee members outside of meetings.

The Committee reviews the Company’s compensation peer group annually with its independent compensation consultant and makes changes to the group, as needed. This review includes ensuring the suitability of the peer group for gauging the competitiveness of our pay levels and practices. The unique combination of industries represented by our core business model creates challenges in identifying comparable companies for executive compensation analysis. We select our peer group by examining other companies in terms of industry, size and recruiting in our GICS (Global Industry Classification Standard) industry group that are in the software and services or technology hardware industries and are of reasonably similar size based primarily on annual revenues. We also consider other companies outside our GICS industry group where we compete for talent.

2023 Pre Spin-Off Peer Group. The Committee carefully reviewed our 2023 peer group, and with the advice of its independent compensation consultant, made the following changes to our peers from 2022: added DXC, Euronet, JH & Associates, Insight, Palo Alto, Zebra; removed: Black Knight, Citrix Systems, Intuit, Juniper Networks, Keysight Technologies, Gen Digital, Paychex, Seagate Technology, ServiceNow and Western Digital. The Committee determined changes were needed to ensure the peer group more accurately aligned with the size of our organization, business model criteria, and to remove certain peers since they were the subject of acquisition transactions. The peer group shown below as “2023 Pre Spin-Off Peer Group” in the table below was utilized by the Committee as one element of making determinations on 2023 compensation for the Departed Executives.

2023 Post Spin-Off Peer Group. Similar to earlier in the year, the Committee carefully reviewed the 2023 peer group post spin, and with the advice of its independent compensation consultant updated the peer group. The Committee retained the following peers: ACI Worldwide,

Insight, Jack Henry & Associates, Sabre, Zebra and added Go Daddy, Paysafe, Shift4 Payments, Toast, and TTEC. These changes were made to reflect the respective business model and size of the organization post spin. The peer group shown in the table below as “2023 Post Spin-Off Peer Group” was utilized by the Committee as one element of making determinations on 2023 compensation for Mr. Wilkinson, Mr. Webb-Walsh, Mr. Schoch, Ms. Sterrett and Ms. Moyer.

 

The following table sets forth the key elements of our 2023 NEO compensation programs:

The portion of performance-based “at risk” compensation increases directly with an executive’s role and responsibility within the Company, ensuring that more senior executives have greater accountability for performance.

For the Departed Executives, who are the NEOs that served as executive officers for the majority of 2023 until the Spin-Off, consistent with our pay for performance philosophy, the Committee directly linked a very significant percentage of their compensation to Company performance. With respect to Mr. Hayford’s total pay, 92% was tied to Company performance through quantitative financial metrics and customer satisfaction metrics that support the strategy of the organization. For Mr. Hayford, this percentage of 2023 target total pay included base salary of $1,000,000, a target 2023 Annual Incentive Plan award of 150% of base salary, and a target value for 2023 LTI Plan equity awards of $10,000,000, consisting of PBRSUs and rTSR RSUs. The percentage of target total pay directly linked by the Committee to Company performance for the other Named Executive Officers that served as executive officers until the Spin-Off averaged 91% for 2023.

 

As discussed above, our executive officers changed in October 2023 at the time of Spin-Off. The newly appointed NEOs did not receive annual equity grants in 2023 in connection with their current NEO roles. Specifically, Mr. Webb-Walsh and Ms. Sterrett did not receive any annual equity grant in 2023 as they were hired in the second half of 2023 and instead received sign-on equity grants at the time of hire. Mr. Wilkinson, Mr. Schoch and Ms. Moyer received their 2023 equity grants in December 2022 which was the grant timing for all equity participants at the Company other than the then-current executive officers (including the Departed Executives). As such, the portion of 2023 compensation for the newly appointed NEOs that is “at risk” is not reflective of their go-forward mix of compensation. For Mr. Wilkinson, the at-risk percentage of base salary and target Annual Incentive Plan for 2023 compensation was 60%. The 60% at-risk percentage of Mr. Wilkinson was comprised solely of his Annual Incentive Plan award and the remaining portion of his compensation was comprised of his base salary.

The average at-risk percentage of the aggregate base salary and target Annual Incentive Plan for 2023 compensation for Messrs. Webb-Walsh and Schoch and Mses. Sterrett and Moyer was 43%. The 43% average at-risk percentage of Messrs. Webb-Walsh and Schoch and Mses. Sterrett and Moyer was comprised of Annual Incentive Plan awards and, for Mr. Webb-Walsh and Ms. Sterrett, their sign-on equity awards, and the remaining portion of their compensation was comprised of base salary payments. For a preview of the changes to our executive compensation program in 2024, see the Preview of our 2024 Compensation Program section.

The following describes the elements of our 2023 executive compensation program established by the Committee for our Named Executive Officers, as well as the payouts earned and funded under the program for our Named Executive Officers.

The Committee endeavors to set salaries at a level competitive with our peer group. This helps us attract and retain top quality executive talent, while keeping our overall fixed costs at a reasonable level. For 2023, the Committee approved the following salaries for our NEOs:

Our 2023 Annual Incentive Plan (AIP) established pursuant to the Second Amended and Restated NCR Management Incentive Plan is an annual short-term cash incentive plan designed to promote the attainment of our 2023 NCR Financial Plan, and reward achievement of organizational objectives and effective collaboration across teams.

The Committee established annual target incentives for our Named Executive Officers based on market pay ranges and positioning within the senior leadership team. The 2023 target AIP opportunities for our NEOs are outlined below:

Our AIP metrics and goals strongly link executive interests with those or our stockholders, include key financial metrics that support the Company’s strategic business objectives and include stakeholder metrics, such as non-customer satisfaction (NPS) goals, that support our business strategies.

 

Adjusted EBITDA continues to be our primary financial performance objective and key corporate compensation metric, weighted at 60%. Revenue is weighted at 30% and customer satisfaction, demonstrated through Net Promoter Scores, an independent metric, is weighted 10%. Each of these financial metrics is defined in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables. The Supplementary Non-GAAP Information section of this proxy statement reflects a reconciliation of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (Non-GAAP).

Each year the Committee sets rigorous performance targets for our AIP based on an evaluation of various factors such as corporate strategy, alignment with stockholder interests, corporate responsibility, our annual financial plan, our performance history, and industry outlook. The Committee established NPS goals to drive our “Customer First” culture and highlight our commitment to customer satisfaction.

For 2023, the Committee adopted threshold, target, and maximum funding levels for the AIP objectives which, if achieved, would result in funding at 25%, 100%, and 200%, respectively, funding interpolated between levels. Individual payout for each achieved AIP objective is capped at 200% of target. The 2023 Annual Incentive Plan was originally based on the Company’s financial performance for the year ended December 31, 2023 but as a result of the Spin-off, and as described in more detail below, was calculated as of September 30, 2023.

Under the terms of the EMA, annual incentive payouts under the AIP for 2023 were determined based on the financial performance of the Company through the end of the last full fiscal quarter prior to the date of the Spin-Off in lieu of the full year, as originally contemplated. As a result, the Company’s financial performance for the nine months ended September 30, 2023 (based on the targets originally set for the 2023 Annual Incentive Plan) was used to determine achievement of EBITDA and Revenue performance. In addition, the Spin-Off transaction agreements required payment of the 2023 annual incentives to the Departed Executives in the fourth quarter of 2023 based on financial performance for the nine months ended September 30, 2023, while the remainder of our NEOs received the 2023 bonus in March of 2024 during our normal compensation cycle and was adjusted downward to 100% of target by the Committee.

Subsequent to the payment of 2023 annual incentives to the Departed Executives in December 2023, the Company revised its financial statements for interim periods in 2023 as reported in our Annual Report on Form 10-K for fiscal year 2023, filed with the SEC on March 14, 2024 (the “2023 Form 10-K”). In March 2024, the Compensation Committee determined that, based on the revisions, the achievement of 2023 AIP was impacted and the calculation of the 2023 annual incentive payout was adjusted downward. Under the Company’s clawback policy, this required the Company to recover a portion of the 2023 annual incentive payouts paid to certain Departed Executives in December 2023. The amount recovered from each affected Departed Executive was $129,000 for Mr. Hayford, and $106,425 for Mr. Sullivan.

No amounts were recovered from the bonus payments made to current executives. Their bonuses were not impacted by the restatement because the Committee previously exercised its negative discretion to reduce their bonus levels below what they would have received after the revised financial statements. In addition, as discussed below, Mr. Oliver’s annual incentive payout also was not subject to recovery because he did not receive any 2023 AIP payout from the Company as he was appointed the Chief Executive Officer of NCR Atleos in connection with

the Spin-Off. The table below depicts the AIP achievement based on the revised financial statements issued in the Company’s 2023 Form 10-K. See Recovery of Erroneously Awarded Compensation Resulting from Accounting Restatement for discussion of the amounts recovered from the Departed Executives.

For the AIP EBITDA achieved by the Company for 2023 through September 30, 2023 was $1.079 billion, which was above the target AIP Objective of $1.062 billion as shown in the table below (with each amount shown after constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section).

Following the revisions to the Company’s financial statements for interim periods in 2023, the AIP Revenue achieved by the Company for 2023 through September 30, 2023 was $5,893 billion, which was above the target AIP objective of $5,870 billion (with each amount shown after constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the Glossary of Key Terms Used In Our CD&A and Executive Compensation Tables section).

NPS achieved by the Company for 2023 through September 30, 2023 was 61 which was above the target AIP objective of 53.

As set forth in the table above, the AIP plan was achieved at 123.4%. In accordance with the terms of the EMA, the Departed Executives except for Mr. Oliver, after implementation of the compensation clawback described above, received AIP payouts in accordance with that achievement. For the current NEOs, the Committee utilized its discretion to apply a downward adjustment and approved payouts for current NEOs, as well as other members of the executive team that report to the Chief Executive Officer, at 100% rather than 123.4% of target. The Committee’s decision was based on a number of factors including segment performance, Company performance subsequent to September 30, 2023 and the fact that several members of the post-Spin executive team joined the Company in the second half of 2023.

As contemplated by the Spin-Off agreements, Mr. Oliver, the Company’s former Chief Financial Officer, did not receive any 2023 AIP payout from the Company as he was appointed the Chief Executive Officer of NCR Atleos in connection with the Spin-Off.

The table below shows the 2023 AIP funded annual incentive awards paid to each named executive officer:

Our Long-Term Incentive Program (LTIP) directly aligns a large portion of the total compensation of our Named Executive Officers with Company performance and changes in stockholder value. In 2023, the Committee granted 100% of our 2023 annual LTI award value for Named Executive Officers in the form of performance-based RSUs (PBRSUs) half of which were eligible to vest on an accelerated basis upon completion of the Spin-Off, subject to a multiplier if the stock price exceeded $35.04 at the time of the Spin-Off (“Qualified Transaction Award”) and the other half is subject to our three-year total shareholder return (“TSR”), with a relative TSR (“rTSR”) floor.

 

One half of the PBRSUs vested on the completion of the Spin-Off, subject to a minimum one-year vesting period. The PBRSUs were subject to upward adjustment if the 20-day volume weighted average stock price of the Company’s common stock immediately preceding the Spin-Off exceeded $35.04 (“Stock Price Target”) but no adjustment occurred because the Stock Price Target was not met. These PBRSUs vested in October 2023 in connection for Mr. Sullivan and Mr. Layden in accordance with the terms of their separation agreements, in December 2023 for Mr. Wilkinson, Mr. Schoch and Ms. Moyer and in February 2024 for Mr. Hayford and Mr. Oliver.

One-half of the PBRSUs is subject to a three-year TSR performance metric with a rTSR floor. Following the Spin-Off, this portion of the PBRSU award shall continue to be assessed at the end of the original three-year performance period based on the combined TSR metrics attained by NCR Voyix and NCR Atleos (i.e., with the ending share price for purposes of such awards calculated by adding together the sum of the applicable NCR Voyix average stock price and the applicable NCR Atleos average stock price (as adjusted for the Spin-Off distribution ratio)) for the entire three-year performance period. See definitions of the applicable TSR metrics in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section.

This chart shows the target value and the accounting grant date fair values of the 2023 LTI equity awards described above for all Named Executive Officers that received such awards. There are no 2023 annual equity awards listed for our newly appointed NEOs, including our new CEO, Mr. Wilkinson, given that (i) that Mr. Wilkinson, Mr. Schoch and Ms. Moyer received their 2023 equity grants in December 2022 which was the grant timing for all equity participants at the Company other than the then-current executive officers (including the Departed Executives) and (ii) Mr. Webb‐Walsh and Ms. Sterrett did not receive any annual equity grant in 2023 as they were hired in the second half of 2023 and instead received sign‐on equity grants at the time of hire. The target values approved by the Committee as shown in the first column of the chart differ from the total values shown in the last column because the target values were converted to a number of RSUs based on the closing price of NCR common stock on the date of grant.

Mr. Webb-Walsh and Ms. Sterrett were hired in connection with the Spin-Off and were not employed by the Company at the time of the 2023 annual LTI award. In connection with his hiring, Mr. Webb-Walsh received a sign-on equity grant with a grant date value of $2,000,000, consisting of time-vested restricted stock units that cliff vest on the third anniversary of the grant date. In accordance with FASB ASC Topic 718, the accounting value of this award was $2,000,012. In connection with her hiring, Ms. Sterrett received a sign-on equity grant with a grant date value of $500,000, consisting of time-vested restricted stock units that vest in equal annual installments over a three-year period. In accordance with FASB ASC Topic 718, the accounting value of this award was $500,011.

On November 1, 2023, Mr. Schoch received an equity grant with a grant date value of $1,000,000 in connection with his promotion, consisting of time-vested restricted stock units that that vest in equal annual installments over a three-year period. In accordance with FASB ASC Topic 718, the accounting value of this award was $1,000,002.

The 2021 PBRSUs based on LTI EBITDA and LTI Recurring Revenue with a three-year performance period from January 1, 2021 through December 31, 2023 were granted in February 2021. The final earned award could range from 0% to 200% of the target RSUs, based on the Company’s achievement of the performance metrics. The achievement of performance metrics for the final year was calculated under the terms of the EMA based on the Company’s 2023 results through September 30, 2023 in lieu of the original performance period of December 31, 2023 for the third year, and certified by the Compensation Committee in December 2023. As noted above, the 2021 PBRSUs were then adjusted an appropriate number of time-vesting NCR Voyix restricted stock units and time-vesting NCR Atleos restricted stock units based on the certified performance. Only the applicable service-based time vesting requirements continued to apply to these awards.

Subsequent to the adjustment of the 2021 PBRSUs in December 2023, the Company revised its financial statements for interim periods in 2023 as reported in our 2023 Form 10-K. In March 2024 the Compensation Committee determined that, based on the revisions, the performance achievement for the 2021 PBRSUs was impacted and the calculation of the adjustment of the 2021 PBRSUs into time-vested restricted stock units was adjusted downward from 134.1% to 131.1%. Under the Company’s clawback policy, this required the Company to recover a portion of the applicable vested restricted stock units for each impacted executive. The amount recovered from each affected NEO with respect to the 2021 PBRSUs was $112,579 for Mr. Hayford, $69,893 for Mr. Sullivan, $45,041 for Mr. Oliver, $22,517 for Mr. Wilkinson, $5,348 for Mr. Schoch, and $975 for Ms. Moyer.

The table below depicts the performance achievement for the 2021 PBRSUs based on the revised financial statements issued in the Company’s 2023 Form 10-K.