DEF 14A of NCR Voyix Corp, Apr 22, 2025

DEF 14A of NCR Voyix Corp

Filed Apr 22, 2025 · FY20240000070866-25-000035

Open on EDGAR

  1. Nominees for Election

    Nominees for Election 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.

  2. Nominees for Election

    | AGE: 63 CHIEF EXECUTIVE OFFICER DIRECTOR SINCE: 2023 | | | | JAMES G. KELLY James G. Kelly is President and Chief Executive Officer of NCR Voyix. He served as Independent Chairman of our Board of Directors from October 2023 to May 2024 and as Executive Chair from May 2024 through February 2025. Mr. Kelly previously served as Chief Executive Officer and as a member of the board of directors of EVO Payments, Inc. (“EVO”) from May 2018 until EVO’s acquisition by Global Payments Inc. (“Global Payments”) in March 2023. Prior to EVO’s initial public offering in 2018, Mr. Kelly served as Chief Executive Officer and a member of the board of directors of EVO Payments International from 2012 to 2018. Before joining EVO, Mr. Kelly held several leadership roles at Global Payments from 2001 to 2010, including President and Chief Operating Officer from 2006 to 2010 and Senior Executive Vice President and Chief Financial Officer from 2000 to 2005. Prior to joining Global Payments, Mr. Kelly served as a managing director of Alvarez & Marsal, a leading global professional services firm, and as a manager of Ernst & Young’s mergers and acquisitions and audit groups. Mr. Kelly currently serves on the advisory boards of Madison Dearborn Partners and Broad Sky Partners and is a member of the board of directors of MoneyGram International Inc. and Great Gray Trust Company. He also serves on the National Commercial Fishing Safety Advisory Committee of the U.S. Department of Homeland Security. Mr. Kelly holds a bachelor’s degree from the University of Massachusetts, Amherst. QUALIFICATIONS: Mr. Kelly’s qualifications include his extensive experience in senior leadership roles in publicly held companies including EVO and Global Payments; his significant experience in financial services and technology industries; his experience leading companies in operational, financial and strategic matters. | | AGE: 49 INDEPENDENT DIRECTOR SINCE: 2019 NCR VOYIX COMMITTEES: Committee on Directors and Governance (Chair), Compensation and Human Resources Committee | | | | CATHERINE L. BURKE Catherine L. Burke (“Katie”) has served on our Board of Directors since September 2019. She is the Founder and Principal of Fall Creek Advisors where she serves as a counselor to a wide range of leaders, chief executive officers and investors. Ms. Burke serves as a member of the U.S. advisory board of CVC Capital Partners and is a Senior Advisor to Daniel J. Edelman Holdings, Inc. (“DJE Holdings”). Ms. Burke previously served as Vice Chairman and Chief Corporate Strategy Officer of DJE Holdings, the parent company of consulting firms Edelman, ZENO, and Edelman Smithfield. She joined Edelman in 2008 and has served in a variety of executive roles at the firm including Chief Corporate Strategy Officer, Global Chairman of Public Affairs, Global President of Practices and Sectors, and Executive Vice President of Public Affairs. Between 2014 and 2016, Ms. Burke served as Executive Vice President of Marketing and Communications at Nielsen Holdings plc and founded and managed a consulting firm, Katie Burke Communications, until she returned to Edelman in 2017. Ms. Burke previously served on the board of directors of Black Knight, Inc. through the successful acquisition of the company by Intercontinental Exchange, Inc in September 2023. QUALIFICATIONS: Mrs. Burke’s qualifications include her extensive experience and senior leadership roles in corporate strategy and operations; her domestic and international experience in government affairs, public affairs and corporate affairs; her financial literacy; her public company board experience; and her independence. |

  3. Nominees for Election

    | 2 | | 2025 Proxy Statement |

  4. Nominees for Election

    | AGE: 66 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Audit Committee (Chair), Compensation and Human Resources Committee | | | | JANET HAUGEN Janet Haugen joined our Board of Directors in October 2023. Ms. Haugen is the former Senior Vice President and Chief Financial Officer of Unisys Corporation (“Unisys”), a global information technology company, a role which she held from April 2000 to November 2016. She also held positions as Vice President, Controller and Interim Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining Unisys, she held positions at Ernst & Young from 1980 to 1996, including as an audit partner from 1993 to 1996. Ms. Haugen has served on the board of directors of Juniper Networks, Inc., a provider of high-performance networking and cybersecurity solutions, since May 2019 and as chair of the audit committee since February 2020. Ms. Haugen has served as a director and member of the audit committee of Bentley Systems, Incorporated., a software development company, since September 2020, and as lead independent director since December 2021 and as chair of the sustainability committee since March 2021. She is also a member of the board of directors and audit committee chair of Central Square Technologies. From 2018 to 2021, she served on the board of directors, as audit committee chair and as a member of the compensation committee, of Paycom Software, Inc., a provider of comprehensive, cloud-based human capital management software. She also served on the board of directors and was chair of the audit committee of SunGard Data Systems Inc., a software and services company, from 2002 to 2005. She earned her bachelor’s degree in economics from Rutgers University. OTHER PUBLIC COMPANY BOARDS: West Pharmaceutical Services; Juniper Networks, Inc.; Bentley Systems, Inc. QUALIFICATIONS: Ms. Haugen’s qualifications include her extensive leadership experience; financial literacy and expertise; her current and prior public company board and committee experience; her broad industry experience; and her independence. | | AGE: 56 INDEPENDENT DIRECTOR SINCE: 2024 NCR VOYIX COMMITTEES: Committee on Directors and Governance, Risk Committee | | | | IRV HENDERSON Irv Henderson joined our Board of Directors in March 2024. Mr. Henderson is the Chief Executive Officer and Founder of KonstructIQ Inc., an innovative provider of software tools in the residential construction space that simplifies workflows and financial operations. Mr. Henderson formerly served as Executive Vice President and Chief Digital Officer for Small Business at U.S. Bank from September 2019 to December 2022, where he led development and execution of the One U.S. Bank digital strategy for business customers. Prior to U.S. Bank, Mr. Henderson was Chief Executive Officer and -Founder of talech, a provider of point-of-sale (POS) systems for restaurants and retailers, from 2012 until talech’s acquisition by U.S. Bank in 2019. Mr. Henderson has also held various technology product leadership roles with Yahoo!, Obopay and InfoSpace Mobile. He holds an MBA from Cornell University. QUALIFICATIONS: Mr. Henderson’s qualifications include his extensive leadership experience; background in technology and point-of-sale software development, retail and restaurant industry experience; and his independence. |

  5. Nominees for Election

    | 2025 Proxy Statement | | 3 |

  6. Nominees for Election

    | AGE: 53 INDEPENDENT DIRECTOR SINCE: 2019 NCR VOYIX COMMITTEES: Compensation and Human Resource Committee, Audit Committee | | | | KIRK LARSEN Kirk Larsen has been a member of our Board of Directors since September 2019. Mr. Larsen is Chief Financial Officer of Relativity, a global legal technology company, a role he has held since April 2024. He served as an Advisor to ICE Mortgage Technology Holdings, Inc., a division of Intercontinental Exchange, Inc. (“Intercontinental Exchange”), from September to December 2023. Mr. Larsen is the former President and Chief Financial Officer of Black Knight, Inc. (“Black Knight”), a provider of software, data and analytics to the mortgage and consumer loan, real estate and capital markets verticals, a position he held from May 2022 through the successful acquisition of the company by Intercontinental Exchange in September 2023. From January 2014 to May 2022, Mr. Larsen was Executive Vice President and Chief Financial Officer of Black Knight. From January 2014 to April 2015, he also served as the Executive Vice President and Chief Financial Officer of ServiceLink, a national provider of loan transaction services to the mortgage industry. Before joining Black Knight, Mr. Larsen held leadership roles at Fidelity National Information Services, Inc., a financial services technology company, serving as Corporate Executive Vice President, Finance from July 2013 to December 2013 and as Senior Vice President and Treasurer from October 2009 to July 2013. He previously held finance and accounting roles at Metavante Corporation, Rockwell Automation, Inc. and Ernst & Young LLP. QUALIFICATIONS: Mr. Larsen’s qualifications include his significant experience in leadership roles in publicly held technology companies; his expertise in mergers and acquisitions, technology and software; his financial literacy and expertise; and his independence. | | AGE: 60 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Risk Committee (Chair), Audit Committee | | | | LAURA MILLER Laura Miller joined our Board of Directors in October 2023. From March 2021 to August 2024, Ms. Miller served as Executive Vice President and Chief Information Officer of Macy’s, Inc. (“Macy’s”). As CIO of Macy’s, her responsibilities included strategy, execution, operations, enterprise data and analytics, and cybersecurity for three brands in more than 650 locations. Prior to joining Macy’s, Ms. Miller was with InterContinental Hotels Group PLC (IHG) from 2013 to January 2020, where she held the role of Global Chief Information Officer. Prior to joining IHG, Ms. Miller was Senior Vice President, Financial Services Application Development for First Data Corporation, where she led several transformational initiatives to rearchitect the global business model to deliver operational and financial improvements. Ms. Miller currently serves on the supervisory board of Ahold Delhaize, one of the world's largest food retail groups and a leader in supermarkets and e-commerce. She previously served on the board and as chair of the technology committee of EVO Payments, Inc., a global merchant acquirer and payment processor, and on the board of directors of LGI Homes, an industry-leading residential home design, construction, sales and marketing business. Ms. Miller has a bachelor’s degree in Information Systems Management from the University of Maryland, Baltimore County, and holds a master’s degree in Computer Systems Management from the University of Maryland University College. OTHER PUBLIC COMPANY BOARDS: Ahold Delhaize QUALIFICATIONS: Ms. Miller’s qualifications include her global leadership experience as well as her extensive expertise in technology and cybersecurity matters; and her independence. |

  7. Nominees for Election

    | 4 | | 2025 Proxy Statement |

  8. Nominees for Election

    | AGE: 67 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Compensation and Human Resource Committee (Chair), Committee on Directors and Governance | | | | KEVIN REDDY Kevin Reddy is the Independent Chair of our Board of Directors, a position he has held since February 2025. Mr. Reddy joined our Board in October 2023 and previously served as Lead Director from May 2024 through February 2025. Since 2016, Mr. Reddy has served as Managing Partner of Reddy Enterprises, providing advisory and management consulting services to distinguished investment funds. Mr. Reddy previously served as Chief Executive Officer of Noodles & Company from 2006 to 2016. He became a member of its board of directors in 2006 and served as Chairman of the board from 2008 to 2016. Under his leadership, Noodles & Company held a successful initial public offering in 2013 and grew to more than 450 restaurants and in excess of 10,000 team members during his tenure. Prior to joining Noodles & Company, he was the Chief Operating Officer and Restaurant Support Officer for Chipotle Mexican Grill and was instrumental in designing and building the infrastructure, team and culture to propel Chipotle from 11 locations to almost 500. Mr. Reddy currently serves on the board of directors of K-MAC Enterprises Inc., a leading YUM! franchisee, operating over 300 Taco Bell restaurants in Arkansas, Missouri, Oklahoma, and Texas. He is an advisory board member of Fusion Education Group and Citation. Mr. Reddy also serves as a Senior Operating Partner to a prestigious sovereign wealth fund and several early stage innovative technology companies. QUALIFICATIONS: Mr. Reddy’s qualifications include his leadership skills, extensive experience in the restaurant industry, and his independence. | | AGE: 68 INDEPENDENT DIRECTOR SINCE: 2022 NCR VOYIX COMMITTEES: Risk Committee, Audit Committee | | | | LAURA SEN Laura Sen has been a member of our Board of Directors since May 2022. She most recently served as the Non-Executive Chairman of the board of directors of BJ’s Wholesale Club, Inc. (“BJ’s”), a membership-only warehouse chain, from January 2016 to April 2018, and was Chief Executive Officer of BJ’s from 2009 to 2016. She served as BJ’s Chief Operating Officer from 2008 to 2009 and served as BJ’s Executive Vice President of Merchandising and Logistics from 2007 to 2008. From 2003 to 2006, Ms. Sen was the Principal of Sen Retail Consulting, advising companies in the retail sector in the areas of merchandising and logistics. Ms. Sen is a member of the board of directors of Burlington Stores, Inc., where she serves on the audit committee. Ms. Sen is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held company. Ms. Sen previously served as a director of EMC Corporation, rue21, inc., Abington Savings Bank and the Federal Reserve Bank of Boston OTHER PUBLIC COMPANY BOARDS: Burlington Stores, Inc. QUALIFICATIONS: Ms. Sen’s qualifications include her current and prior experience as a director of other public companies; her significant leadership and management experience in leading a growth company and serving on boards of significant companies in the retail industry; her financial expertise; and her independence. |

  9. Nominees for Election

    | 2025 Proxy Statement | | 5 |

  10. Nominees for Election

    | | AGE: 57 INDEPENDENT DIRECTOR SINCE: 2025 NCR VOYIX COMMITTEES: None | | | | | JEFFREY SLOAN Jeff Sloan joined our Board of Directors in March 2025. Mr. Sloan most recently served as Chief Executive Officer of Global Payments Inc. ("Global Payments"), a leading worldwide provider of software solutions and payments technology, from October 2013 to June 2023. He joined Global Payments as President, a role in which he served from June 2010 to September 2013. Between September 1998 and May 2010, Mr. Sloan held various executive positions at Goldman Sachs, including as Global Head of Goldman Sachs’ Financial Technology Group where he pioneered the firm’s FinTech investment banking practice. Mr. Sloan has served on the board of directors of Corpay Inc., a global S&P 500 corporate payments company, since July 2013 and is a member of Corpay’s Executive and Acquisitions Committee and its Information Technology and Security Committee. Mr. Sloan has served on the board of directors of Guidewire Software, Inc., a provider of cloud-based software for the property and casualty insurance industry, since January 2025. OTHER PUBLIC COMPANY BOARDS: Corpay Inc.; Guidewire Software, Inc. QUALIFICATIONS: Mr. Sloan's qualifications include his significant leadership experience as Chief Executive Officer of Global Payments; his technology and transactional experience; his current and prior experience serving on the boards of directors of public companies; and his independence. | | * Mr. Sloan's committee assignments will be determined following the Annual Meeting. | | |

  11. Nominees for Election

    | 6 | | 2025 Proxy Statement |

  12. Nominees for Election

    Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees We believe our director nominees represent a well-rounded and diverse range of backgrounds, skills and experience.

  13. Nominees for Election

    | 89% are independent | 33% self-identify as an ethnic minority | 44% self-identify as women |

  14. Nominees for Election

    Our Board has identified the following skills and experiences as important in ensuring that our directors collectively possess the necessary core skills and specific areas of expertise to provide effective oversight of our Company and our long-term strategic growth.

  15. Nominees for Election

    | General Business | | | | | | | Public Company | 8/9 | | | | | | | | | P&L / Operations | 7/9 | | | | | | | | | Financial Expert | 6/9 | | | | | | | | | Global Business | 7/9 | | | | | | | | | Governance | 8/9 | | | | | |

  16. Nominees for Election

    | Specialist \ Industry | | | | | | | Retail / Restaurant Sector | 4/9 | | | | | | | | | Enterprise Technology / Digital Products | 6/9 | | | | | | | | | Finance & Deals | 5/9 | | | | | | | Functional Areas | | | | | | | Risk Management | 7/9 | | | | | | | | | Human Capital | 9/9 | | | | | |

  17. More Information About Our Board of Directors

    More Information About Our Board of Directors 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.

  18. More Information About Our Board of Directors

    | 2025 Proxy Statement | | 7 |

  19. More Information About Our Board of Directors

    Corporate Governance 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 strategy, financial objectives, and operating plans. To help discharge its duties and responsibilities, the Board has adopted Corporate Governance Guidelines that address significant corporate governance matters, 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, committee membership and structure, meetings and executive sessions; and director selection 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 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 a 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. In addition, pursuant the Company’s overboarding policy, the Chief Executive Officer may serve on up to one additional public company board if approved by the Committee on Directors and Governance.

  20. Selection of Nominees for Directors

    Selection of Nominees for Directors The CODG and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in our Corporate Governance Guidelines. In determining candidates for nomination, the CODG will seek the input of the Chair of the Board 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 to assist with identifying candidates who have the desired experience and expertise and who meet the qualification guidelines described below. Our Corporate Governance Guidelines include qualification guidelines for directors. 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: •management experience (including with major public companies with successful multinational operations); •other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, which are assessed periodically by the CODG (such as public company experience, governance expertise, accounting and financial expertise, retail and restaurant industry experience, relevant technology and digital products background, capital allocation and investment experience, risk management oversight and human capital management); •desirability of range in age so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members; •independence, as defined by the Board (and under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards); •diversity of thought and perspectives, including on the basis of diversity in background, experiences, geography, industry experience, board tenure, and culture; •personal characteristics matching the Company’s values such as integrity, accountability, financial literacy and high performance standards; •willingness to commit the time required to fully discharge responsibilities to the Board; •ability and willingness to represent stockholder interests; •awareness of the Company’s responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and •the number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves. All of the nominees for election are currently serving as directors of the Company. Other than James G. Kelly, 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.

  21. Selection of Nominees for Directors

    | 2025 Proxy Statement | | 17 |

  22. Selection of Nominees for Directors

    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. 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.

  23. Director Compensation Tables

    Director Compensation Tables For 2024, compensation for Messrs. Kelly and Wilkinson is disclosed in the "Summary Compensation Table" in the "Executive Compensation Tables" section of this proxy statement.

  24. Director Compensation Tables

    | Compensation for 2024 ($) | | | | | | Director Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Gregory Blank(3) | 46,360 | — | — | 46,360 | | Catherine L. Burke | 107,500 | 160,004 | — | 267,504 | | Janet Haugen | 135,000 | 160,004 | — | 295,004 | | Irv Henderson(4) | 87,611 | 181,870(4) | — | 269,481 | | Georgette Kiser(3) | 41,662 | — | — | 41,662 | | Kirk Larsen | 121,140 | 160,004 | — | 281,144 | | Laura Miller | 113,517 | 160,004 | — | 273,521 | | Kevin Reddy | 138,778 | 160,004 | — | 298,782 | | Laura Sen | 105,000 | 160,004 | — | 265,004 |

  25. Director Compensation Tables

    (1)For non-employee directors, this column shows annual retainers earned in cash in 2024. (2)For non-employee directors, this column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants in the form of RSUs (including RSUs that were deferred until after director service ends at the director’s election (also referred to as “phantom stock units”)). See Note 9 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, where we explain assumptions made in valuing equity awards. (3)Mr. Blank and Ms. Kiser served on the Board through May 29, 2024. (4)Upon his initial appointment to the Board on March 14, 2024, Mr. Henderson was awarded a prorated annual equity grant comprised of RSUs under the Program valued at $21,866, vesting on May 2, 2024, subject to his continued service as a director on the vesting date.

  26. Director Compensation Tables

    | 20 | | 2025 Proxy Statement |

  27. Director Compensation Tables

    This Table shows the grant date fair value of non-employee director annual equity grants and other equity granted in 2024 under the Program.

  28. Director Compensation Tables

    | Grant Date Fair Value(1) of Director 2024 Retainers and Equity Grant Shares ($) | | | Director Name | Annual Equity RSU Grant | | Catherine L. Burke | $160,004 | | Janet Haugen | $160,004 | | Irv Henderson(2) | $181,870 | | Kirk Larsen | $160,004 | | Laura Miller | $160,004 | | Kevin Reddy | $160,004 | | Laura Sen | $160,004 |

  29. Director Compensation Tables

    (1)Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants). See Note 9 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for an explanation of the assumptions we make in the valuation of our equity awards. (2)Upon his initial appointment to the Board on March 14, 2024, Mr. Henderson was awarded a prorated annual equity grant comprised of RSUs under the Program valued at $21,866 , vesting on May 2, 2024, subject to his continued service as a director on the vesting date. This Table shows the shares of NCR Voyix common stock underlying director equity awards as of December 31, 2024.

  30. Director Compensation Tables

    | Shares of NCR Voyix Common Stock Underlying Director Equity Awards as of December 31, 2024 (#) | | | | | Director Name | Outstanding Options | RSUs Outstanding | Deferred Shares Outstanding | | Catherine L. Burke | — | 12,413 | — | | Janet Haugen | — | 12,413 | — | | Irv Henderson | — | 12,413 | — | | Kirk Larsen | — | 12,413 | 35,697 | | Laura Miller | — | 12,413 | — | | Kevin Reddy | — | 12,413 | — | | Laura Sen | — | 12,413 | — |

  31. Director Compensation Tables

    | 2025 Proxy Statement | | 21 |

  32. Director Compensation Tables

    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, 2024.

  33. Director Compensation Tables

    | Shares of NCR Atleos Common Stock Underlying Director Equity Awards as of December 31, 2024 (#) | | | | | Director Name | Outstanding Options | RSUs Outstanding | Deferred Shares Outstanding | | Catherine L Burke | — | — | — | | Janet Haugen | — | — | — | | Irv Henderson | — | — | — | | Kirk Larsen | — | — | 17,847 | | Laura Miller | — | — | — | | Kevin Reddy | — | — | — | | Laura Sen | — | — | — |

  34. Director Compensation Tables

    Related Person Transactions 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.

  35. Director Compensation Tables

    | 22 | | 2025 Proxy Statement |

  36. Director Compensation Tables

    Biographical Information of Our Executive Officers 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 current executive officers.

  37. Director Compensation Tables

    | Name | Age | Position | | James G. Kelly(1) | 63 | President and Chief Executive Officer | | Brian Webb-Walsh | 50 | Executive Vice President and Chief Financial Officer | | Kelli Sterrett | 45 | Executive Vice President, General Counsel and Secretary | | Anthony Radesca | 55 | Chief Accounting Officer | | Beimnet Tadele | 45 | Executive Vice President and President, Restaurants | | Darren Wilson | 57 | Executive Vice President and President, Retail and Payments |

  38. Director Compensation Tables

    (1)See Nominees for Election for biographical information regarding Mr. Kelly. Brian Webb-Walsh has served as our Executive Vice President and Chief Financial Officer since October 2023, and joined the Company in 2023 shortly before the Spin-Off. Brian has global responsibility for finance, accounting, treasury, investor relations, tax, M&A and audit. 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. Prior to joining NCR Voyix, he was most recently the CFO for UPS’ international, healthcare and supply chain solutions businesses from June 2021 to August 2023. 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. Kelli Sterrett has served as our Executive Vice President, General Counsel and Secretary since October 2023, and joined the Company in 2023 shortly before the Spin-Off. 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. Prior to joining NCR Voyix, Ms. Sterrett was most recently General Counsel at EVO Payments, a NASDAQ-listed electronic payments company from July 2021 to March 2023, and Deputy General Counsel from December 2018 to July 2021. 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.

  39. Director Compensation Tables

    | 2025 Proxy Statement | | 23 |

  40. Director Compensation Tables

    Anthony Radesca has served as our Senior Vice President, Chief Accounting Officer since January 2024. Mr. Radesca previously served as Senior Vice President, Chief Accounting Officer of EVO Payments, Inc. from February 2019 to March 2023. Prior to that, Mr. Radesca served as Senior Vice President, Chief Accounting Officer of CA Technologies, Inc. from June 2016 to February 2019 and as Vice President of Accounting of CA Technologies. Mr. Radesca also provided consulting services to the Company prior to his appointment as Senior Vice President, Chief Accounting Officer from March 2024 to May 2024. Mr. Radesca holds a B.B.A. in Public Accounting from Hofstra University and a J.D. from St. John’s University School of Law. Mr. Radesca is a Certified Public Accountant. Benny Tadele has served as our Executive Vice President and President, Restaurants since January 2024. 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 in January 2024, Mr. Tadele was an officer at ACI Worldwide Inc. and served as Executive Vice President, Head of North America Business from July 2022 to January 2024, Senior Vice President, Global Head of Revenue Growth from May 2021 to July 2022 and Vice President, Global Head of Merchant Solutions from June 2018 to Mary 2021, 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. Darren Wilson has served as our Executive Vice President and President, Retail and Payments since February 2025, leading our global retail segment as well as driving the Company’s payments strategy. He joined NCR Voyix in November 2024 and previously served as Executive Vice President and President, International. Prior to joining NCR Voyix, Mr. Wilson served as President, International at EVO Payments Inc. from April 2014 to March 2023. Prior to EVO, he served in various leadership roles in global markets, including serving as Managing Director at Worldpay UK and CEO/President of Western Europe for Global Payments Inc. Mr. Wilson also held several strategic roles during his 22 years at HSBC Banking Group. Mr. Wilson holds an Associate of the Chartered Institute of Bankers degree after pursuing studies at both Birmingham and Warwick Universities.

  41. Director Compensation Tables

    | 24 | | 2025 Proxy Statement |

  42. Director Compensation Tables

    | PROPOSAL 2: Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers | | | Consider and vote on the approval, on a non-binding and advisory basis, of the compensation of the Named Executive Officers (Say on Pay), as described in these proxy materials. | Board Recommendation FOR this proposal |

  43. 2024 Compensation Program Elements and Payouts

    2024 Compensation Program Elements and Payouts The following describes the elements of our 2024 executive compensation program established by the Committee for our NEOs as well as the payouts earned and funded under the program for our NEOs. 2024 Base Salaries The Committee endeavors to set base 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. In 2024, the Committee determined not to increase the base salary for any of our continuing NEOs. The base salaries for our NEOs for fiscal 2024 were as follows:

  44. 2024 Compensation Program Elements and Payouts

    | 2024 Base Salary ($) | | | NEO | 2024 Base Salary | | James G. Kelly(1) | $550,000 | | Brian Webb-Walsh | $550,000 | | Kelli Sterrett | $500,000 | | David Wilkinson | $800,000 | | Brendan Tansill | $475,000 | | Eric Schoch | $500,000 |

  45. 2024 Compensation Program Elements and Payouts

    (1)Mr. Kelly’s base salary in effect upon his appointment to Executive Chair on May 8, 2024. 2024 Annual Incentive Plan In 2024, our NEOs participated in the 2024 AIP. The 2024 AIP is an annual short-term cash incentive plan designed to support the Company’s strategic business objectives, promote the attainment of our annual financial plan, reward achievement of organizational objectives and encourage effective collaboration across teams. At the beginning of the performance year, the Committee establishes an annual cash incentive target for our eligible executive officers, including our NEOs, as a percentage of base salary based on market pay ranges and positioning within the senior leadership team. For 2024, the Committee determined not to increase the target bonus opportunities (as a percentage of base salary) for our continuing NEOs. The 2024 AIP target bonus opportunities for our NEOs were as follows:

  46. 2024 Compensation Program Elements and Payouts

    | 2024 Annual Incentive Plan Target Opportunity (% of Salary) | | | NEO | Target AIP(1) | | James G. Kelly | 100% | | Brian Webb-Walsh | 100% | | Kelli Sterrett | 70% | | David Wilkinson | 150% | | Brendan Tansill | 100% | | Eric Schoch | 100% |

  47. 2024 Compensation Program Elements and Payouts

    (1)Individual payout for each achieved AIP objective is capped at 200% of target.

  48. 2024 Compensation Program Elements and Payouts

    | 34 | | 2025 Proxy Statement |

  49. 2024 Compensation Program Elements and Payouts

    2024 AIP Objectives and Weightings Awards under our 2024 AIP are paid out based on the achievement of corporate and strategic goals that tie payouts directly to key measures of our overall business performance. •Adjusted EBITDA (50%): Adjusted EBITDA continues to be our primary financial performance objective, weighted at 50%. The Committee established Adjusted EBITDA as 50% of the 2024 AIP metrics because it is one of our key business objectives, aiming to drive profitable growth by increasing revenue and controlling operating costs, and is a critical measure our stockholders use to assess our annual performance. •Revenue (30%): The Committee established Revenue as 30% of the 2024 AIP metrics because it is supported by our stockholders and continues to be a key indicator of our strategic execution on our growth strategy. •Strategic Scorecard (20%): The Strategic Scorecard is an annual assessment of accomplishments and progress on strategic goals in recognition of their importance in supporting the Company's growth objectives. The Committee assessed the individual strategic scorecard items shown below, without assigning particular weighting to any one item.

  50. 2024 Compensation Program Elements and Payouts

    | Component | Strategic Objective | | Total Site Growth | Grow total sites in 2024 | | Payment Site Growth | Continue to accelerate payment site growth | | Services and Software Revenue Growth | Achieve software and services growth | | Cost Reduction Program | Deliver on initiatives to continue to reduce costs and drive EBITDA expansion |

  51. 2024 Compensation Program Elements and Payouts

    Each of these financial metrics is defined in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section of this proxy statement. 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).

  52. 2024 Compensation Program Elements and Payouts

    | 2025 Proxy Statement | | 35 |

  53. 2024 Compensation Program Elements and Payouts

    2024 Performance Objectives and Results 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, our annual financial plan, our performance history, and industry outlook. •Adjusted EBITDA Target: The Committee established an Adjusted EBITDA target of $588 million for 2024 (after constant currency and other Committee approved adjustments). •Revenue Target: The Committee established a Revenue target of $3,507 million for 2024 (after constant currency and other Committee approved adjustments). •Strategic Scorecard Rating Scale: A rating scale of 1-5 is used to determine performance. The Committee approved the threshold, target and maximum funding levels for the 2024 AIP objectives (as shown in the table below) which, if achieved, would result in funding at 50%, 100%, and 200%, respectively. Actual achievement is interpolated between these points. The threshold for a particular AIP objective must be achieved before any payment will be made with respect to it. In no event can the 2024 funding levels exceed 200%. The AIP EBITDA achieved by the Company for 2024 was $543 million, which was above the threshold AIP objective of $529 million 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). This resulted in 31% funding for the AIP EBITDA objective under the 2024 AIP. The AIP Revenue achieved by the Company for 2024 was $3,276 million, which was below the threshold of $3,332 million (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). This resulted in 0% funding for the AIP Revenue objective under the 2024 AIP. The Strategic Scorecard categories and Company performance in each category were evaluated on a 1-5 scale, with “3” as meeting expectations, “1” as fully missing expectations, and “5” as fully exceeding expectations. Based on the Committee’s evaluation of the Company’s achievement of the strategic scorecard items, the Committee awarded this component at 3% funding for fiscal 2024. The Committee considered the substantial efforts undertaken by the Company's executives and employees in respect of the Company's 2024 strategic initiatives and transformation efforts, including the sale of the Digital Banking business, restructuring of the hardware business as well as the Company's leverage reduction initiatives. In recognition of the fact that these initiatives became the primary strategic priorities for the executive management team, and as permitted under the 2024 AIP, the Committee increased the payout percentage from 34% to 45% for the Company’s NEOs and other bonus-eligible employees. The Committee considered several factors when considering whether to make the adjustment, including the significance of the impact of the strategic initiatives and transformation efforts which resulted in the improvement in the Company’s financial position due to the pay down of more than $1.8 billion in debt and the related reduction of interest expense and financing costs, as well as positioning the Company to focus on its core restaurant and retail businesses. In addition, the Committee viewed the adjustment as appropriately-sized given that the overall 2024 AIP payout remained modest at less than half of target (45%).

  54. 2024 Compensation Program Elements and Payouts

    | 36 | | 2025 Proxy Statement |

  55. 2024 Compensation Program Elements and Payouts

    | 2024 AIP Objectives and Performance Results | | | | | | | | | | | Modifier Range | | | Performance Results | Weighted Metric Results | Total | | | Weight | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | | | | | AIP EBITDA(1) | 50% | $529M | $588M | $646M | $543M | 31.0% | 45% | | AIP Revenue(1) | 30% | $3,332M | $3,507M | $3,682M | $3,276M | —% | | | Strategic Scorecard | 20% | —% | —% | —% | —% | 3.0% | | | Strategic Initiatives Adjustment | | | | | | 11.0% | |

  56. 2024 Compensation Program Elements and Payouts

    (1)The AIP EBITDA and AIP Revenue objectives are shown after the revisions from the Company's sale of the Digital Banking business as well as the 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. 2024 AIP Individual Payouts As set forth in the table above, the 2024 AIP was achieved at 45%. The table below shows the 2024 AIP funded annual incentive awards paid to each of our NEOs:

  57. 2024 Compensation Program Elements and Payouts

    | 2024 AIP Payouts | | | | | NEO | Target Bonus | Earned and Funded Payout (% of Target) | Total Funded Annual Incentive Payout | | James G. Kelly(1) | $357,123 | 45% of Target | $160,705 | | Brian Webb-Walsh | $550,000 | | $247,500 | | Kelli Sterrett | $350,000 | | $157,500 | | David Wilkinson | $1,200,000 | | $540,000 | | Brendan Tansill(2) | — | | — | | Eric Schoch | $500,000 | | $225,000 |

  58. 2024 Compensation Program Elements and Payouts

    (1)Mr. Kelly's 2024 AIP bonus reflects the prorated amount for his appointment as Executive Chair on May 8, 2024. (2)Mr. Tansill was not eligible to receive a 2024 AIP bonus as result of his departure from the Company on September 30, 2024 upon the sale of the Digital Banking business.

  59. 2024 Compensation Program Elements and Payouts

    | 2025 Proxy Statement | | 37 |

  60. 2024 Compensation Program Elements and Payouts

    2024 Annual Long-Term Incentive Program Our annual Long-Term Incentive Program (LTIP) directly aligns a large portion of the total compensation of our NEOs with Company performance and changes in stockholder value. In February 2024, the Committee approved 2024 LTIP annual awards comprised of 50% Time-Based Restricted Stock Units (TB-RSUs) and 50% Performance-Based Restricted Stock Units (PB-RSUs) based on the target grant value of the LTIP awards. The Committee believes this balance of time-based and performance-based equity incentivizes performance and promotes retention. The 2024 PB-RSUs are subject to free cash flow metrics and performance based on relative Total Shareholder Return (rTSR) over a three-year period, each weighted at 50%.

  61. 2024 Long-Term Incentive Plan

    2024 Long-Term Incentive Plan The following table sets forth the target value and the accounting grant date fair values of the 2024 LTIP awards approved by the Committee for our NEOs. The target values approved by the Committee as shown in the first column of the following table 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 Voyix common stock on the date of grant.

  62. 2024 Long-Term Incentive Plan

    | 2024 Annual Long-Term Incentive Plan Target | | | | | NEO | LTIP Target Value | Shares | ASC 718 Value(2) | | James G. Kelly(1) | — | — | — | | Brian Webb-Walsh | $2,000,000 | 162,074 | $2,089,945 | | Kelli Sterrett | $1,500,000 | 121,556 | $1,567,465 | | David Wilkinson | $5,500,000 | 445,706 | $5,747,379 | | Brendan Tansill(1) | — | — | — | | Eric Schoch | $1,750,000 | 141,816 | $1,828,718 |

  63. 2024 Long-Term Incentive Plan

    (1)Neither Mr. Kelly nor Mr. Tansill were eligible to participate in the 2024 LTIP. See “Grants of Plan-Based Awards Table” for information on grants. (2)This column shows the valuation of the TB-RSUs and PB-RSUs for all NEOs made in early 2024 pursuant to the 2024 LTIP, as determined in accordance with FASB ASC Topic 718. The number of shares of the Company's common stock subject to all of the TB-RSUs and PB-RSUs comprising the 2024 LTIP awards is determined by dividing the target value of the 2024 LTIP awards shown in the “LTIP Target Value” column of the table above by the closing price of the Company's common stock on the date of grant of $12.34 per share. The difference in value between the target value of the 2024 LTIP awards shown in the “LTIP Target Value” column and the “ASC 718 Value” column in the table above is solely due to the different requirements of ASC 718 as applied to the different kinds of 2024 LTIP awards. Under ASC 718, both the TB-RSUs and the portion of the PB-RSUs tied to financial metrics are also valued for accounting purposes using the Company's common stock price on the date of grant of $12.34 per share. However, the portion of the PB-RSUs tied to rTSR is valued using a “Monte Carlo valuation” on the date of grant, which instead of using the Company's common stock price on the date of grant of $12.34, simulates a distribution of stock prices throughout the remaining performance period for such PB-RSUs, resulting in a weighted grant date fair value for accounting purposes for such PB-RSUs of $13.45 per share. For other equity grants made in 2024 to our NEOs, see "Other 2024 Equity Grants for Named Executive Officers" below.

  64. 2024 Long-Term Incentive Plan

    | 38 | | 2025 Proxy Statement |

  65. 2024 Long-Term Incentive Plan

    Other 2024 Equity Grants for Named Executive Officers

  66. Brendan Tansill Sign-On Equity Grant

    Brendan Tansill Sign-On Equity Grant In connection with Mr. Tansill's appointment as Executive Vice President and President, Digital Banking, he received an equity sign-on award in February 2024 in the form of TB-RSUs with a grant date value of $1,500,000 vesting ratably over a three year period, subject to pro rata acceleration in the event of Mr. Tansill’s departure in connection with a sale of the Company’s Digital Banking business. The Committee determined Mr. Tansill's sign-on equity award value based on amounts awarded to similarly situated executives and to incentivize Mr. Tansill to join the Company. On September 30, 2024, a pro rata portion of the grant vested upon the consummation of the Digital Banking Sale and Mr. Tansill's departure from the Company. The Company granted no other equity awards to Mr. Tansill during 2024.

  67. James G. Kelly Executive Chair Appointment Grant

    James G. Kelly Executive Chair Appointment Grant In connection with his appointment as Executive Chair, in May 2024 Mr. Kelly was awarded equity incentive grants consistent with the equity granted to other NEOs of the Company under the 2024 LTIP program on March 15, 2024 (the “2024 Annual Award Grant Date”). The award consisted of TB-RSUs with a grant date value of $1,000,000 and PB-RSUs with a grant date value of $1,000,000. The TB-RSUs vest in three equal installments on each anniversary of the 2024 Annual Award Grant Date. The PB-RSUs are subject to the achievement of the same performance metrics set forth in the awards granted to other executive officers under the 2024 LTIP, with 50% of the award value subject to free cash flow metrics and 50% of the award value subject to performance based on rTSR metrics. The PB-RSUs cliff vest on the third anniversary of the 2024 Annual Award Grant Date.

  68. Market-Based Restricted Stock Unit Grants

    Market-Based Restricted Stock Unit Grants In connection with the Company's ongoing strategic initiatives and transformation efforts during 2024, including the Digital Banking Sale, the Company's leverage reduction initiatives and the planned restructuring of the Company’s hardware business, the Committee approved grants of one-time market-based restricted stock units in November 2024 to a group of key executives (including our NEOs other than Mr. Tansill) and employees to motivate and further incentivize executives as the Company continues to focus on long-term growth and to further align executive performance and stockholder interests. Messrs. Kelly, Schoch, Webb-Walsh and Wilkinson and Ms. Sterrett received awards valued at $1,500,000, $1,000,000, $1,500,000, $3,000,000 and $1,500,000, respectively. Under the market-based restricted stock unit grant, the number of awards that vest are subject to the satisfaction of performance-based vesting conditions tied to the Company’s common stock price.

  69. Market-Based Restricted Stock Unit Grants

    | Stock Price Threshold | Payout | | $22.00 | 100% | | $24.00 | 125% | | $26.00 | 150% |

  70. Market-Based Restricted Stock Unit Grants

    The November 2024 grants of PB-RSUs cliff vest at the end of a three-year performance period commencing on November 8, 2024, subject to the achievement of the performance-based vesting conditions tied to the Company's common stock price. The vesting conditions require that during the 3-year performance period prior to November 8, 2027, the twenty-trading day trailing average price for the Company’s common stock must equal or exceed a stock price threshold of $22.00 for twenty consecutive trading days. In addition, should the twenty-trading day trailing average price for the Company’s common stock equal or exceed $24.00 at any time during the performance period for twenty consecutive trading days, the payout will be 125% and should the twenty-trading day trailing average price for the Company’s common stock equal or exceed $26.00 at any time during the performance period for twenty consecutive trading days, the payout will be 150%. Payouts for stock prices between the applicable thresholds are calculated applying linear

  71. Market-Based Restricted Stock Unit Grants

    | 2025 Proxy Statement | | 39 |

  72. Market-Based Restricted Stock Unit Grants

    interpolation. See the "Summary Compensation Table" and the "Grants of Plan-Based Awards Table" in the Executive Compensation Tables section of this proxy statement for additional detail regarding the November 2024 grants of PB-RSUs made to our NEOs (other than Mr. Tansill). PB-RSU Awards Granted in 2022 In 2022, the Committee granted 100% of the 2022 annual LTIP award value in the form of PB-RSUs, half of which were certified based on Company performance as of the Spin-Off and converted into time-based only awards, as discussed in our Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 17, 2024 under the sections titled “Equity Award Adjustments in Connection with the Spin-Off” and "2022 PB-RSUs Performance Achievement.” These awards vested for Messrs. Wilkinson and Schoch in February 2025 under the original vesting schedule based on continued service.

  73. 2022 PB-RSUs – Total Shareholder Return Award

    2022 PB-RSUs – Total Shareholder Return Award The other half of the 2022 annual LTIP award was subject to a combined three-year total shareholder return (“TSR”) performance metric of NCR Voyix and NCR Atleos. The performance period was assessed from February 25, 2022 to December 31, 2024 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. The performance was based on the percentile ranking against S&P Midcap 400 Value Index. The Committee approved the threshold, target and maximum payout levels for TSR percentile rank which, if achieved, would have resulted in payout at 50%, 100%, and 200%, respectively. A threshold of 25th percentile needed to be achieved before any payout would be made with respect to the award. The TSR performance resulted in a percentile ranking of 20.3, which did not meet the minimum threshold and resulted in a zero payout. Since the performance criteria was not met, the 2022 PB-RSUs were forfeited for Messrs. Wilkinson and Schoch. See the definitions of the applicable TSR metrics in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section below. Other Benefits and Perquisites Like our other full-time salaried U.S. employees, the NEOs participate in our 401(k) plan and our health and welfare benefit programs designed to attract, retain and motivate our workforce and keep us competitive with other employers. Our 401(k) plan encourages employees to save and prepare financially for retirement. Health and welfare benefits help our workforce stay healthy, focused and productive. Our NEOs are eligible for other limited benefits that the Committee considers reasonable and appropriate under our executive compensation philosophy. These benefits, which do not represent a significant portion of our NEOs’ total compensation, are intended to attract and retain highly qualified talent, minimize distractions from critical Company business and protect the health and security of our key executives. These benefits are reported as “All Other Compensation” in our "Summary Compensation Table" in the "Executive Compensation Tables" section. They include a financial planning allowance of up to $12,000, executive medical exams, relocation benefits to certain of our NEOs, Company-paid life insurance premiums, and 401(k) retirement plan contributions. We do not provide tax reimbursements (or tax gross-ups) with the exception of those provided in connection with relocations required by the Company, which are generally also provided to non-executive employees.

  74. 2022 PB-RSUs – Total Shareholder Return Award

    | 40 | | 2025 Proxy Statement |

  75. 2022 PB-RSUs – Total Shareholder Return Award

    Agreements with Our Named Executive Officers Messrs. Kelly, Webb-Walsh, Schoch and Ms. Sterrett have agreements with the Company that generally set forth, among other things, their initial base salaries, bonus opportunities and equity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect ordinary-course compensation changes. Agreements were also in effect for Messrs. Wilkinson and Tansill for 2024. In addition, Mr. Wilkinson entered into a separation agreement with the Company that detailed certain key terms with respect to his separation from the Company as described below. James G. Kelly. In connection with his appointment as President and Chief Executive Officer, Mr. Kelly and the Company entered into a letter agreement dated February 4, 2025. The letter agreement describes Mr. Kelly's salary, incentive opportunities and awards and benefit plan participation. Mr. Kelly’s equity-based incentive awards will vest in full upon a “Qualifying Termination” (as defined in the 2024 Executive Severance Plan). Such awards will also be eligible to vest upon Mr. Kelly’s voluntary retirement following his attainment of (x) both the age of sixty-five (65) and completion of at least five (5) years of combined employment and board service for the Company, or (y) any other combination of age and combined employment and board service that equals seventy (70), subject in each case to Mr. Kelly’s provision of at least six (6) months’ notice of intent to retire, and provided that equity-based incentive awards issued within twelve (12) months of retirement will not be eligible for retirement-based vesting acceleration. Mr. Kelly’s letter agreement also provides that Mr. Kelly will participate in the 2024 Executive Severance Plan; provided, that all cash severance payments to which Mr. Kelly may become entitled to under the 2024 Executive Severance Plan will be paid in three (3) equal installments, payable on each of the first three (3) anniversaries of Mr. Kelly’s termination of employment. Mr. Kelly’s letter agreement also contains customary employment terms and conditions, and restrictive covenants applicable to Mr. Kelly, including non-disclosure and, for three (3) years post-termination, non-solicitation of Company employees and customers, non-compete and non-disparagement. Prior to his appointment as President and Chief Executive Officer, Mr. Kelly served as Executive Chair of the Board from May 8, 2024 through February 4, 2025. The terms of Mr. Kelly's May 8, 2024 letter agreement for the Executive Chair role provided his initial salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Mr. Kelly’s letter agreement also provided for Mr. Kelly’s eligibility to participate in the 2024 Executive Severance Plan; provided, that, in the event that Mr. Kelly ceased being the Executive Chair of the Board but thereafter remained in service to the Company as a non-employee director of the Board, such termination would not constitute a “Qualifying Termination” under the 2024 Executive Severance Plan. Mr. Kelly's equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan. Brian Webb-Walsh. Mr. Webb-Walsh’s June 9, 2023 letter agreement describes his initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Webb-Walsh was entitled to a separation benefit of one and one-half times (1.5x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of three times (3x) salary plus target bonus. Pursuant to his letter agreement, if his employment was terminated other than for Cause or if he resigned for Good Reason, his unvested sign-on equity awards would vest immediately. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson below. On March 13, 2024, Mr. Webb-Walsh’s letter agreement was amended to reflect that the separation benefits set out in his letter agreement have been replaced by participation in, and the terms of, the 2024 Executive Severance Plan.

  76. 2022 PB-RSUs – Total Shareholder Return Award

    | 2025 Proxy Statement | | 41 |

  77. 2022 PB-RSUs – Total Shareholder Return Award

    Kelli Sterrett. Ms. Sterrett's July 26, 2023 letter agreement describes her initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to her letter agreement, if her employment is terminated other than for Cause or if she resigns for Good Reason, her unvested sign-on equity awards will vest immediately, and she will be entitled to separation benefits described in the 2024 Executive Severance Plan, as applicable. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson below. Ms. Sterrett's equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan. David Wilkinson. Mr. Wilkinson’s September 25, 2023 employment agreement describes his salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Wilkinson was entitled to a separation benefit of one times (1x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two times (2x) salary plus target bonus. Mr. Wilkinson’s employment agreement was amended on March 13, 2024 to incorporate the 2024 Executive Severance Plan. As a result, Mr. Wilkinson was entitled to a separation benefit of two times (2x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two and half times (2.5x) salary plus target bonus, in each case subject to the other terms and benefits set forth in the 2024 Executive Severance Plan. Mr. Wilkinson’s equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan. In connection with Mr. Wilkinson's departure from the Company, on February 4, 2025, the Company entered into a separation and release agreement with Mr. Wilkinson, which confirms his severance benefits and post-termination obligations under his employment agreement, the 2024 Executive Severance Plan and the agreements governing his outstanding equity awards. Pursuant to the separation agreement, Mr. Wilkinson agreed to a general waiver and release of claims in favor of the Company. In addition, Mr. Wilkinson agreed to provide transition services, as an independent contractor of the Company, from February 4, 2025 through April 5, 2025. In exchange for the promises in Mr. Wilkinson’s separation agreement, Mr. Wilkinson received (i) cash severance payments and benefits consistent with the provisions of his employment agreement as amended on March 13, 2024 and the 2024 Executive Severance Plan; (ii) his accrued, but unpaid short-term cash incentive bonus for calendar year 2024; (iii) a prorated short term cash incentive bonus for calendar year 2025; (iv) prorated vesting and settlement of previously granted TB-RSUs, based on his continued services through the last day of his transition services period and subject to the terms set forth in the 2017 Stock Plan; (v) prorated vesting and settlement of certain previously granted PB-RSUs, based on actual performance at the end of the performance period and continued services through the last day of his transition services period, and subject to the terms set forth in the 2017 Stock Plan; and (vi) a consulting fee of $15,000 per month that Mr. Wilkinson provides transition services, subject to Mr. Wilkinson’s reaffirmation of his general waiver and release of claims in favor of the Company. Eric Schoch. Mr. Schoch’s October 28, 2016 letter agreement describes his initial salary, incentive opportunities and awards, benefit plan participation and related items. In connection with his appointment as Executive Vice President and President, Retail, Mr. Schoch’s letter agreement was amended on September 15, 2023. Mr. Schoch was also eligible to participate in the 2024 Executive Severance Plan. As a result, Mr. Schoch is entitled to a separation benefit of one times (1x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason (each, as defined in the 2024 Executive Severance Plan)) and, in the event of a change in control, a separation benefit of two times (2x) salary plus target bonus, subject to the other terms and benefits under the 2024 Executive Severance Plan. Mr. Schoch’s equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan.

  78. 2022 PB-RSUs – Total Shareholder Return Award

    | 42 | | 2025 Proxy Statement |

  79. 2022 PB-RSUs – Total Shareholder Return Award

    On February 11, 2025, Mr. Schoch departed from his role as Executive Vice President and President, Retail and transitioned to an operational leadership role at the Company. There was no change in Mr. Schoch’s compensation in connection with this transition, and he remained a participant in the 2024 Executive Severance Plan. Brendan Tansill. Mr. Tansill’s December 22, 2023 letter agreement describes his salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items. Mr. Tansill’s letter agreement also provided that, in the event that all or substantially all of the Company’s Digital Banking business or assets were sold, Mr. Tansill would be eligible for a cash deal bonus up to $4,000,000 as well as pro rata acceleration of his sign-on equity award. Further, Mr. Tansill was eligible to participate in the Company’s 2024 Executive Severance Plan; provided, that, in the event that all or substantially all of the Company’s Digital Banking business or assets were sold and Mr. Tansill accepted a role with the buyer of the Digital Banking business, then Mr. Tansill would not be eligible to receive severance benefits. Mr. Tansill's equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan. In connection with the Digital Banking Sale, on September 30, 2024, Mr. Tansill’s employment with the Company terminated and he accepted a role with the buyer. Accordingly, he was not eligible for severance under the 2024 Executive Severance Plan. He received a deal bonus of $4,000,000 described above based on the consideration paid in the Digital Banking sale and pro rata acceleration of his sign-on equity award.

  80. Severance Benefits - 2024 Executive Severance Plan

    Severance Benefits - 2024 Executive Severance Plan Change in Control (CIC) Severance If the Company considers potential change in control transactions, we want to ensure that our key executives are incentivized to remain with us during this process and evaluate the transactions in an objective and undistracted way in order to support stockholder value. For these reasons, our 2024 Executive Severance Plan for our senior executive team has certain provisions applicable to a change in control. Under this plan, in the event of a change in control, we pay only “double-trigger” separation benefits, that is, benefits pay out only if both a change in control occurs and employment ends in a qualifying termination within the six-month period prior to, or the two-year period following, the change in control. There are no tax gross-ups under the plan. The 2024 Executive Severance Plan has three benefit levels that apply to our NEOs in the event of a qualifying termination connected to a change in control, as described in greater detail below. Standard (Non-CIC) Severance We provide our key executives reasonable severance benefits to ensure that we remain competitive with other employers, and to help us attract and retain top talent. Our 2024 Executive Severance Plan provides certain severance benefits in the event employment ends in a qualifying termination not connected to a change in control. Under the 2024 Executive Severance Plan, severance will not be paid to NEOs who voluntarily resign from Company service (other than for good reason) and no additional amounts will be paid under the Plan unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate and necessary and appropriate to protect the interests of the Company and our stockholders. For more about these severance benefits and the multipliers used to determine the executives’ benefits, see the “Potential Payments Upon Termination or Change in Control” section below.

  81. Severance Benefits - 2024 Executive Severance Plan

    | 2025 Proxy Statement | | 43 |

  82. Option Grant Policies and Practices

    Option Grant Policies and Practices We do not currently grant equity in the form of stock options, stock appreciation rights, or similar option-like instruments, and we have not granted any equity in the form of stock options since 2020. As such, we do not currently have any policies or practices in place with respect to the timing of such awards in relation to the disclosure of material non-public information.

  83. Option Grant Policies and Practices

    | Overview of 2025 Program | | | Annual Incentive Plan ("AIP") | Metrics for the 2025 AIP: •Adjusted EBITDA weighted at 50% •Revenue weighted at 30% •Percentage of recurring revenue weighted at 10% •Customer net promoter score weighted at 5% •Employee satisfaction score weighted at 5% | | Long-Term Incentive Plan ("LTIP") | Annual 2025 LTIP Mix: •50% PB-RSUs with 3-year cliff vesting •50% TB-RSUs with 3-year ratable vesting | | | Metrics for 2025 PB-RSUs: •50% of PB-RSUs: Pro Forma Free Cash Flow •50% of PB-RSUs: rTSR with Peer Group S&P 600 Information Technology |

  84. 2025 AIP Metrics

    2025 AIP Metrics

  85. 2025 LTIP Mix

    2025 LTIP Mix

  86. 2025 LTIP Mix

    | 46 | | 2025 Proxy Statement |

  87. 2025 LTIP Mix

    Compensation and Human Resource Committee Report The Compensation and Human Resource Committee of our Board of Directors reviewed and discussed the foregoing Compensation Discussion & Analysis (“CD&A”) with management. Based on that review and those discussions, the Committee recommended to our Board of Directors that the CD&A be included in these proxy materials.

  88. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table shows the total compensation paid to or earned by each of our NEOs with respect to each of the fiscal years ending December 31, 2024 and December 31, 2023.

  89. Summary Compensation Table

    | Summary Compensation Table for 2024 ($) | | | | | | | | | | Name and Principal Position (a) | Year (b) | Salary (c)(1) | Bonus (d)(2) | Stock Awards (e)(3) | Option Awards (f) | Non-Equity Incentive Plan Compensation (g)(4) | All Other Compensation (h)(5) | Total (i) | | James G. Kelly President and Chief Executive Officer (Former Executive Chair) | 2024 | $344,808 | $39,212 | $3,546,288 | — | $121,493 | $117,100 | $4,168,901 | | Brian Webb-Walsh Executive Vice President and Chief Financial Officer | 2024 | $550,000 | $60,390 | $3,552,418 | — | $187,110 | $13,097 | $4,363,015 | | | 2023 | $236,923 | $1,074,000 | $2,003,760 | — | $253,151 | $3,962 | $3,571,796 | | Kelli Sterrett Executive Vice President, General Counsel & Secretary | 2024 | $500,000 | $38,430 | $3,029,938 | — | $119,070 | $9,119 | $3,696,557 | | | 2023 | $200,000 | — | $500,813 | — | $146,712 | $215 | $847,740 | | David Wilkinson Former Chief Executive Officer | 2024 | $800,000 | $131,760 | $8,672,325 | — | $408,240 | $18,097 | $10,030,422 | | | 2023 | $560,607 | — | $69,314 | $25,425 | $1,200,000 | $24,076 | $1,879,422 | | Brendan Tansill Former Executive Vice President and President, Digital Banking | 2024 | $316,058 | $4,000,000 | $1,499,997 | — | — | $12,879 | $5,828,934 | | Eric Schoch Former Executive Vice President and President, Retail | 2024 | $500,000 | $54,900 | $2,803,691 | — | $170,100 | $153,852 | $3,682,543 | | | 2023 | $504,321 | $250,200 | $1,039,045 | $4,696 | $157,288 | $54,705 | $2,010,255 |

  90. Summary Compensation Table

    | 2025 Proxy Statement | | 47 |

  91. Summary Compensation Table

    (1)This column shows base salary payments received by our NEOs in 2024. For 2023, the payments to Mr. Webb-Walsh and Ms. Sterrett are based on the portion of the year in which they were employed by NCR Voyix following their hire dates of July 17, 2023 and August 1, 2023, respectively. The payment to Mr. Kelly is based on the portion of the year in which he was employed by NCR Voyix following his appointment as Executive Chair effective May 8, 2024. For further details, see “Agreements with Our Named Executive Officers” in the "Compensation Discussion and Analysis" section. The cash compensation paid to Mr. Kelly for his service as Independent Chair of the Board from January 1, 2024 through May 8, 2024 is included in the “All Other Compensation” column of this table. For additional detail about the compensation that Mr. Kelly received as Independent Chair of the Board prior to May 8, 2024, see the “Director Compensation Table” section of this proxy statement. (2)For Mr. Tansill, the reported bonus amount is a transaction bonus for 2024 related to the Company’s sale of the Digital Banking business on September 30, 2024. The amounts in this column for Messrs. Kelly, Schoch, Webb-Walsh, Wilkinson and Ms. Sterrett include the portion of the 2024 AIP bonus payout that corresponds to the adjustment made by the Committee from 34% to 45% as described in the CD&A under the heading "2024 Performance Objectives and Results" of this proxy statement. (3)This column shows the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of all of the stock awards granted to our NEOs in 2024. The number of shares of the Company's common stock subject to all of all of the stock awards granted to our NEOs in 2024 was determined by dividing the target value of such awards as approved by the Committee by the closing price of the Company's common stock on the date of grant. Under ASC 718, the grant date fair values of the TB-RSUs and the portion of the PB-RSUs tied to financial metrics are also determined using the Company's common stock price on the date of grant, which was $12.34 per share for the 2024 LTIP awards, $12.47 per share for the appointment grants of TB-RSUs and PB-RSUs for Mr. Kelly, and $15.18 for the appointment grant of TB-RSUs for Mr. Tansill. However, the portion of the PB-RSUs tied to rTSR for both the 2024 LTIP awards and for the appointment grants for Mr. Kelly are valued for accounting purposes using a Monte Carlo valuation on the date of grant, which instead of using the Company's common stock price on the date of grant, simulates a distribution of stock prices throughout the remaining performance period for such PB-RSUs, resulting in a weighted grant date fair value for accounting purposes for such PB-RSUs of $13.45 per share for the 2024 LTIP awards and $13.52 per share for the appointment grants for Mr. Kelly. The stock awards shown in this column are as follows:

  92. Summary Compensation Table

    | NEO | 2024 LTIP: TB-RSUs | 2024 LTIP: PB-RSUs | November 2024 PB-RSUs | Appointment Grants | | James G. Kelly | — | — | $1,462,473 | $2,083,815 | | Brian Webb-Walsh | $999,997 | $1,089,948 | $1,462,473 | — | | Kelli Sterrett | $750,001 | $817,464 | $1,462,473 | — | | David Wilkinson | $2,750,006 | $2,997,373 | $2,924,946 | — | | Brendan Tansill | — | — | — | $1,499,997 | | Eric Schoch | $875,005 | $953,713 | $974,973 | — |

  93. Summary Compensation Table

    (4)This column shows the earned payouts under the 2024 AIP, excluding the portion of the 2024 AIP bonus payout for Messrs. Kelly, Schoch, Webb-Walsh and Wilkinson and Ms. Sterrett that corresponds to the adjustment made by the Committee from 34% to 45%. For Mr. Kelly, the value is prorated based on his appointment as Executive Chair on May 8, 2024. (5)The amounts in this column consist of the aggregate incremental cost to the Company of the perquisites, personal benefits, 401(k) plan contributions, relocation expense and associated tax gross-up and certain other compensation provided to our NEOs. Additional details regarding these amounts are included in the “All Other Compensation Table” below and the “Agreements with Our Named Executive Officers” section above.

  94. Summary Compensation Table

    | 48 | | 2025 Proxy Statement |

  95. Grants of Plan-Based Awards Table for 2024

    Grants of Plan-Based Awards Table for 2024 The following table shows the equity and non-equity incentive plan awards approved by the Committee for our NEOs during 2024. Equity awards were made under our 2017 Stock Plan. Non-equity incentive plan awards were made under our 2024 AIP. These plans and related awards are described in the "Compensation Discussion & Analysis" section above.

  96. Grants of Plan-Based Awards Table for 2024

    | Named Executive Officer | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | James G. Kelly | AIP | | 178,562 | 357,123 | 714,246 | — | — | — | — | — | | | PB-RSUs | 5/10/2024(3) | — | — | — | 40,097 | 80,193 | 160,386 | — | 1,083,808 | | | TB-RSUs | 5/10/2024 | — | — | — | — | | — | 80,193 | 1,000,007 | | | PB-RSUs | 11/8/2024(5) | — | — | — | 52,120 | 104,239 | 208,478 | — | 1,462,473 | | Brian Webb-Walsh | AIP | | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | | | PB-RSUs | 3/15/2024(4) | — | — | — | 40,519 | 81,037 | 162,074 | — | 1,089,948 | | | TB-RSUs | 3/15/2024 | — | — | — | — | | — | 81,037 | 999,997 | | | PB-RSUs | 11/8/2024(5) | — | — | — | 52,120 | 104,239 | 208,478 | | 1,462,473 | | Kelli Sterrett | AIP | | 175,000 | 350,000 | 700,000 | — | — | — | — | — | | | PB-RSUs | 3/15/2024(4) | — | — | — | 30,389 | 60,778 | 121,556 | — | 817,464 | | | TB-RSUs | 3/15/2024 | — | — | — | — | | — | 60,778 | 750,001 | | | PB-RSUs | 11/8/2024(5) | — | — | — | 52,120 | 104,239 | 208,478 | — | 1,462,473 | | David Wilkinson | AIP | | 600,000 | 1,200,000 | 2,400,000 | — | — | — | — | — | | | PB-RSUs | 3/15/2024(4) | — | — | — | 111,427 | 222,853 | 445,706 | — | 2,997,373 | | | TB-RSUs | 3/15/2024 | — | — | — | — | | — | 222,853 | 2,750,006 | | | PB-RSUs | 11/8/2024(5) | — | — | — | 104,239 | 208,478 | 416,956 | — | 2,924,946 | | Brendan Tansill | AIP | | — | — | — | — | — | — | — | — | | | TB-RSUs | 2/1/2024 | — | — | — | — | | — | 98,814 | 1,499,997 | | Eric Schoch | AIP | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | PB-RSUs | 3/15/2024(4) | — | — | — | 35,454 | 70,908 | 141,816 | — | 953,713 | | | TB-RSUs | 3/15/2024 | — | — | — | — | | — | 70,908 | 875,005 | | | PB-RSUs | 11/8/2024(5) | — | — | — | 34,746 | 69,492 | 138,984 | — | 974,973 |

  97. Grants of Plan-Based Awards Table for 2024

    (1)These columns show potential award levels based on performance under our 2024 AIP. Actual payouts earned under this plan are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2024 above. The values are prorated for Mr. Kelly based on his appointment as Executive Chair of the Board on May 8, 2024. Mr. Tansill was not eligible to receive a 2024 AIP bonus as a result of his departure from the Company on September 30, 2024 upon consummation of the Digital Banking Sale. (2)This column shows the threshold, target and maximum shares that could be received under PB-RSUs awarded in 2024. (3)The last column in this row shows the accounting grant date fair value as determined in accordance with FASB ASC Topic 718 of the PB-RSUs awarded to Mr. Kelly as part of his appointment grant in May 2024. These PB-RSUs are subject to the following vesting conditions: (i) 50% of the PB-RSUs vest based on our TSR performance after a performance period from January 1, 2024 through December 31, 2026 relative to the TSR after the same period for the companies in the S&P 600 Information Technology Index, and to the extent earned, will cliff-vest on March 15, 2027, and (ii) 50% of the PB-RSUs vest based on our achievement of Free Cash Flow metrics during a performance period from January 1, 2024 through December 31, 2026. Vesting of these PB-RSUs is generally subject to Mr. Kelly’s continued employment through the applicable vesting dates. (4)The last column in this row shows the accounting grant date fair value as determined in accordance with FASB ASC Topic 718 of the PB-RSUs granted to all of our NEOs (other than Messrs. Kelly and Tansill) as part of the 2024 LTIP awards in March 2024. These PB-RSUs are subject to the following vesting conditions: (i) 50% of the PB-RSUs vest based on our TSR performance after a performance period from January 1, 2024

  98. Grants of Plan-Based Awards Table for 2024

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  99. Grants of Plan-Based Awards Table for 2024

    through December 31, 2026 relative to the TSR after the same period for the companies in the S&P 600 Information Technology Index, and to the extent earned, will cliff-vest on March 15, 2027, and (ii) 50% of the PB-RSUs vest based on our achievement of Free Cash Flow metrics during the a performance period from January 1, 2024 through December 31, 2026. Vesting of these PB-RSUs is generally subject to the NEO’s continued employment through the applicable vesting dates. (5)The last column in this row shows the accounting grant date fair value of as determined in accordance with FASB ASC Topic 718 of the PB-RSUs awarded to our NEOs (other than Mr. Tansill) in November 2024. These PB-RSUs are subject to vesting conditions tied to the Company’s stock price. The performance-based vesting conditions require that at any time during the 3-year performance period prior to November 8, 2027, the twenty-trading day trailing average price for the Company’s common stock must equal or exceed a stock price threshold of $22.00 for twenty consecutive trading days. In addition, should the twenty-trading day trailing average price for the Company’s common stock equal or exceed $24.00 at any time during the performance period for twenty consecutive trading days, the payout will be 125% and should the twenty-trading day trailing average price for the Company’s common stock equal or exceed $26.00 at any time during the performance period for twenty consecutive trading days, the payout will be 150%. Payouts for stock prices between the prices provided herein will be calculated by applying linear interpolation. Vesting of these PB-RSUs is generally subject to the NEO’s continued employment through the vesting date.

  100. Grants of Plan-Based Awards Table for 2024

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  101. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    Outstanding Equity Awards at Fiscal Year-End 2024 Table The following table provides details about the outstanding NCR Voyix equity awards held by our NEOs as of December 31, 2024. Upon the closing of the Digital Banking Sale on September 30, 2024, a pro rata portion of Mr. Tansill’s outstanding NCR Voyix equity awards accelerated and vested in accordance with the terms specified in his award agreement, and the remaining portion of his outstanding awards were forfeited.

  102. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    | NCR Voyix LTI Awards | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | | | | | | James G. Kelly | 11/8/2024(12) | — | — | — | — | — | 104,239 | 1,442,668 | | | 5/10/2024(8) | — | — | — | — | — | 80,193 | 1,109,871 | | | 5/10/2024(9) | — | — | — | 80,193 | 1,109,871 | — | — | | Brian Webb-Walsh | 11/8/2024(12) | — | — | — | — | — | 104,239 | 1,442,668 | | | 3/15/2024(10) | — | — | — | — | — | 81,037 | 1,121,552 | | | 3/15/2024(11) | — | — | — | 81,037 | 1,121,552 | — | — | | | 8/1/2023(7) | — | — | — | 130,830 | 1,810,687 | — | — | | Kelli Sterrett | 11/8/2024(12) | — | — | — | — | — | 104,239 | 1,442,668 | | | 3/15/2024(10) | — | — | — | — | — | 60,778 | 841,168 | | | 3/15/2024(11) | — | — | — | 60,778 | 841,168 | — | — | | | 9/1/2023(6) | — | — | — | 18,723 | 259,126 | — | — | | David Wilkinson | 11/8/2024(12) | — | — | — | — | — | 208,478 | 2,885,336 | | | 3/15/2024(10) | — | — | — | — | — | 222,853 | 3,084,286 | | | 3/15/2024(11) | — | — | — | 222,853 | 3,084,286 | — | — | | | 12/21/2022(3) | — | — | — | — | — | 85,617 | 1,184,939 | | | 2/25/2022(4) | — | — | — | 27,932 | 386,579 | 19,413 | 134,338 | | | 2/12/2020(5) | 207,006 | 22.19 | 2/11/2027 | — | — | — | — | | | 2/08/2019 | 43,424 | 15.33 | 2/7/2026 | — | — | — | — | | Eric Schoch | 11/8/2024(12) | — | — | — | — | — | 69,492 | 961,769 | | | 3/15/2024(10) | — | — | — | — | — | 70,908 | 981,367 | | | 3/15/2024(11) | — | — | — | 70,908 | 981,367 | — | — | | | 11/1/2023(7) | — | — | — | 64,185 | 888,320 | — | — | | | 12/21/2022(3) | — | — | — | — | — | 41,520 | 574,637 | | | 2/25/2022(4) | — | — | — | 27,932 | 386,579 | 19,413 | 134,338 | | | 2/12/2020(5) | 62,102 | 22.19 | 2/11/2027 | — | — | — | — |

  103. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    (1)The 2019 and 2020 options are fully vested. (2)The market value of outstanding RSU awards was calculated by multiplying the number of shares shown in the tables by $13.84, which was the closing market price of NCR Voyix common stock on December 31, 2024, the last trading day of our fiscal year. (3)Reflects the TSR portion of the 2023 equity award awarded to our NEOs in December 2022.

  104. Outstanding Equity Awards at Fiscal Year-End 2024 Table

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  105. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    (4)Performance of the TB-RSUs shown in the "Number of Stock Units That Have Not Vested" column (which were originally granted as 2022 PB-RSUs) against the applicable adjusted EBITDA and recurring revenue metrics was measured as of the date of the Spin-Off and certified at 101.7% of target, at which point such awards were converted into TB-RSUs which were eligible to continue to vest through February 25, 2025, subject to continued service through the vesting date. The 2022 PB-RSUs shown in the "Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested" column were based on the combined performance of the TSR of NCR Voyix and NCR Atleos common stock relative to the S&P MidCap 400 Value Index over the performance period between February 25, 2022 and December 31, 2024, and were eligible to cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. In accordance with the SEC rules, we are showing the value of the 2022 PB-RSUs in the "Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested" column at threshold levels based on performance through December 31, 2024. In early 2025, the Committee certified that the combined rTSR performance metric was not met, and as a result, Mr. Wilkinson forfeited 19,413 shares valued at $134,338 and Mr. Schoch forfeited 19,413 shares valued at $134,338. (5)Premium-priced options granted on February 12, 2020 with an exercise price that includes a 15% premium over the grant date closing NCR stock price. Sign-on premium-priced options granted on August 1, 2020 have an exercise price that includes a 10% premium over the grant date closing NCR stock price. (6)TB-RSU award that will vest in equal installments over a three-year period and will fully vest in on the three-year anniversary of the grant date, generally subject to continued Company service through each applicable vesting date. (7)TB-RSU award that will fully vest at the end of the three-year period on the three-year anniversary of the grant date, generally subject to continued Company service through the applicable vesting date. (8)Performance of these PB-RSUs granted to Mr. Kelly in connection with his appointment as Executive Chair of the Board on May 8, 2024 will be determined based on the combined performance of free cash flow conversion and rTSR of NCR Voyix common stock relative to the S&P 600 Information Technology Index over the performance period between January 1, 2024 and December 31, 2026, and will cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. The rTSR RSUs were trending below target as of December 31, 2024 and in accordance with SEC rules are reflected herein at the target level of achievement. (9)TB-RSU awards granted to Mr. Kelly in connection with his appointment as Executive Chair of the Board on May 8, 2024 that will fully vest at the end of the three-year period on March 15, 2027, generally subject to continued Company service through the applicable vesting date. (10)Performance of these 2024 LTIP PB-RSUs will be determined based on the combined performance of free cash flow conversion and rTSR of NCR Voyix common stock relative to the S&P 600 Information Technology Index over the performance period between January 1, 2024 and December 31, 2026, and will cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. These rTSR RSUs were trending below target as of December 31, 2024 and in accordance with SEC rules are reflected herein at the target level of achievement. (11)2024 LTIP TB-RSU awards that will fully vest at the end of the three-year period on the three-year anniversary of the grant date, generally subject to continued Company service through the applicable vesting date. (12)Performance of these November 2024 PB-RSUs will be determined based NCR Voyix common stock over the performance period between November 8, 2024 and November 8, 2027, and will cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. These awards reflected herein at target level achievement.

  106. Outstanding Equity Awards at Fiscal Year-End 2024 Table

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  107. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    The numbers contained in the following table reflect the equity award adjustments made in connection with the Spin-Off of NCR Atleos. For additional information about the effect of the Spin-Off on equity awards, see the "Compensation and Discussion" section of our Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 17, 2024 under the headings “Effect of the Spin-Off on Bonus” and “Long-Term Incentive Compensation.” Messrs. Schoch and Wilkinson are the only NEOs who held outstanding NCR Atleos awards as of December 31, 2024.

  108. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    | NCR Atleos LTI Awards | | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | David Wilkinson | 12/21/2022(3) | — | — | — | — | — | — | 42,808 | 1,452,047 | | | 2/25/2022(4) | — | — | — | — | 15,840 | 537,293 | 9,706 | 164,614 | | | 2/12/2020(5) | 103,503 | — | 32.15 | 2/11/2027 | — | — | — | — | | | 2/8/2019 | 21,712 | — | 22.20 | 2/07/2026 | — | — | — | | | Eric Schoch | 2/12/2020(5) | 31,051 | — | 32.15 | 2/11/2027 | — | — | — | — |

  109. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    (1)The 2019 and 2020 options are fully vested. (2)The market value of outstanding RSU awards was calculated by multiplying the number of shares shown in the tables by $33.92, which was the closing market price of NCR Atleos on December 31, 2024. (3)Reflects the TSR portion of the 2023 equity award awarded to our NEOs in December 2022. (4)Performance of the TB-RSUs shown in the “Number of Stock Units That Have Not Vested” column (which were originally granted as 2022 PB-RSUs) against the applicable adjusted EBITDA and recurring revenue metrics was measured as of the date of the Spin-Off and certified at 101.7% of target, at which point such awards were converted into TB-RSUs were eligible to continue to vest through February 25, 2025, subject to continued service through the vesting date. The 2022 PB-RSUs shown in the "Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested" column were based on the combined performance of the TSR of NCR Voyix and NCR Atleos common stock relative to the S&P MidCap 400 Value Index over the performance period between February 25, 2022 and December 31, 2024, and were eligible to cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. In accordance with SEC rules, we are showing the value of the 2022 PB-RSUs in the "Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested" column at threshold levels based on performance through December 31, 2024. In early 2025, the Committee certified that the combined TSR performance metric was not met, and as a result, Mr. Wilkinson forfeited 9,706 shares valued at $164,614. (5)Premium-priced options granted on February 12, 2020 with an exercise price that includes a 15% premium over the grant date closing NCR stock price. Sign-on premium-priced options granted on August 1, 2020 have an exercise price that includes a 10% premium over the grant date closing NCR stock price.

  110. Outstanding Equity Awards at Fiscal Year-End 2024 Table

    | 54 | | 2025 Proxy Statement |

  111. 2024 Stock Vested Table

    2024 Stock Vested Table The following table contains information about shares acquired upon the vesting of RSUs held by our NEOs during 2024. None of our NEOs exercised options in 2024. In connection with the Spin-Off of NCR Atleos, Mr. Wilkinson’s then-outstanding awards were adjusted and the table below reflects the value of certain of his NCR Atleos shares that vested during 2024. For additional information about the effect of the Spin-Off on equity awards, see the sections titled “Effect of the Spin-Off on Bonus” and “Long-Term Incentive Compensation” in our Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 17, 2024.

  112. 2024 Stock Vested Table

    | Stock Vested - 2024 | | | | | | | NEO | Number of NCR Voyix Corporation Shares Acquired on Vesting | Number of NCR Atleos Corporation Shares Acquired on Vesting | Value Realized of NCR Voyix Corporation Shares on Vesting(1) | Value Realized of NCR Atleos Corporation Shares on Vesting(2) | Total Value Realized on Vesting | | James G. Kelly | — | — | — | — | $— | | Brian Webb-Walsh | — | — | — | — | $— | | Kelli Sterrett | 9,361 | — | $126,280 | — | $126,280 | | David Wilkinson | 45,445 | 22,722 | $683,493 | $478,753 | $1,162,246 | | Brendan Tansill | 21,908 | — | $297,292 | — | $297,292 | | Eric Schoch | 31,243 | — | $444,489 | — | $444,489 |

  113. 2024 Stock Vested Table

    (1)The value realized is the fair market value on the vesting date for NCR Voyix shares. (2)The value realized is the fair market value on the vesting date for NCR Atleos shares. Potential Payments Upon Termination or Change in Control The compensation and benefits that would have been provided to our NEOs in the event of various types of employment terminations on December 31, 2024 are described below and shown in the table below. For more on these items, see the "Severance Benefits – 2024 Executive Severance Plan" and the "Agreements with Our Named Executive Officers" in the "Compensation Discussion and Analysis" section of this proxy statement. The information provided below reflects the payments that would have been required in the event of various types of employment terminations on December 31, 2024. All outstanding options held by our NEOs are fully vested.

  114. Treatment of Equity - Termination Not Connected with Change in Control

    Treatment of Equity - Termination Not Connected with Change in Control Under our 2017 Stock Plan and award agreements, the treatment of outstanding equity awards when employment ends in a termination not connected with a change in control differs based on the type of equity award, the year of grant and the reasons for the termination, as summarized below. TB-RSUs. Unvested TB-RSUs held by our NEOs generally vest pro rata if employment ends because of retirement or termination by the Company without cause, and without pro-ration if employment ends because of death or disability. For this purpose, “retirement” means termination of employment after

  115. Treatment of Equity - Termination Not Connected with Change in Control

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  116. Treatment of Equity - Termination Not Connected with Change in Control

    reaching age 62 with 10 years of continuous service. The pro rata portion is determined based on the length of service during the applicable vesting period. All unvested TB-RSUs are immediately forfeited if a NEO resigns for any reason or is terminated by the Company for cause. PB-RSUs. Unvested PB-RSUs held by our NEOs generally vest pro rata at the end of the performance period if employment ends because of retirement or termination by the Company without cause, subject to achievement of the applicable performance goals following the conclusion of the performance period. If employment ends because of death or disability, unvested PB-RSUs held by our NEOs generally vest pro rata as of the termination date, based on the greater of target and actual performance achieved with respect to the applicable performance measured as of the termination date. For this purpose, “retirement” has the same meaning noted above for the TB-RSUs, other than for the 2023 PB-RSUs, which don’t have the “retirement” provision described above. The pro rata portion is determined based on the length of service during the applicable vesting period and in certain cases on our achievement of performance objectives. An exception applies for (i) the 2022 PB-RSU awards and the 2024 LTIP PB-RSU awards, which, upon approval by the Committee or the Company’s Chief Executive Officer in their sole discretion (or in the case of the Company’s Chief Executive Officer, solely by the Committee), will continue to vest on their original vesting dates following a termination due to “Mutually Agreed Retirement” (defined to mean at least age 62 with two years of continuous Company service) subject to continued compliance with the restrictive covenants and other terms of the applicable award agreement and (ii) the 2023 PB-RSU awards, which will continue to vest on their original vesting dates following a termination due to “qualified retirement” (defined to mean at least age 60 with 5 years of continuous Company service) that occurs on or after the one-year anniversary of the grant date, subject to continued compliance with the restrictive covenants and other terms of the applicable award agreement. All unvested PB-RSUs are forfeited if an NEO resigns or is terminated for cause. All Equity Awards. In addition, all unvested equity awards are generally forfeited and deemed canceled, and the fair market value of any awards that vested during a period of up to 18 months prior to any termination of employment is subject to a repayment obligation, if during employment or the one-year period after any termination of employment an NEO competes with the Company, recruits, hires or solicits any of our employees, induces or attempts to induce any of our employees to resign or solicits business from any of our customers.

  117. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The table below shows the estimated amounts each NEO would have received upon the occurrence of the events listed in the Table as of December 31, 2024 under the 2024 Executive Severance Plan and our 2017 Stock Plan and award agreements, with any exceptions described in the footnotes below. Mr. Tansill is not included in the table below due to his separation from the Company on September 30, 2024 in connection with the consummation of the Digital Banking Sale.

  118. Potential Payments Upon Termination or Change in Control Table

    | Potential Payments Upon Termination or Change in Control ($) | | | | | | | NEO | Involuntary Termination Without Cause or Resignation for Good Reason Upon Change in Control(1) | Involuntary Termination Without Cause or Resignation for Good Reason (Non-CIC)(2) | Death or Disability | Retirement(3) | Voluntary Resignation Without Good Reason or Termination for Cause | | James G. Kelly | | | | | | | Cash Severance | 1,100,000 | 550,000 | — | — | — | | Pro rata Bonus(4) | 275,000 | 275,000 | 275,000 | — | — | | Equity Awards(5),(6),(7) | 3,662,410 | 549,555 | 3,662,410 | — | — | | Welfare Benefits(8) | 55,819 | 55,819 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 5,143,229 | 1,480,374 | 3,937,410 | — | — | | Brian Webb-Walsh | | | | | | | Cash Severance | 2,200,000 | 1,650,000 | — | — | — | | Pro rata Bonus(4) | 550,000 | 550,000 | 550,000 | — | — | | Equity Awards(5),(6),(7) | 5,496,459 | 2,479,994 | 5,496,459 | — | — | | Welfare Benefits(8) | 40,682 | 40,682 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 8,337,141 | 4,770,676 | 6,046,459 | — | — | | Kelli Sterrett | | | | | | | Cash Severance | 1,700,000 | 850,000 | — | — | — | | Pro rata Bonus(4) | 350,000 | 350,000 | 350,000 | — | — | | Equity Awards(5),(6),(7) | 3,384,129 | 778,895 | 3,384,129 | — | — | | Welfare Benefits(8) | 17,604 | 17,604 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 5,501,733 | 2,046,499 | 3,734,129 | — | — | | David Wilkinson | | | | | | | Cash Severance | 5,000,000 | 4,000,000 | — | — | — | | Pro rata Bonus(4) | 1,200,000 | 1,200,000 | 1,200,000 | — | — | | Equity Awards(5),(6),(7) | 13,650,333 | 4,960,499 | 13,650,333 | — | — | | Welfare Benefits(8) | 55,819 | 55,819 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 19,956,152 | 10,266,318 | 14,850,333 | — | — |

  119. Potential Payments Upon Termination or Change in Control Table

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  120. Potential Payments Upon Termination or Change in Control Table

    | Potential Payments Upon Termination or Change in Control ($) | | | | | | | NEO | Involuntary Termination Without Cause or Resignation for Good Reason Upon Change in Control(1) | Involuntary Termination Without Cause or Resignation for Good Reason (Non-CIC)(2) | Death or Disability | Retirement(3) | Voluntary Resignation Without Good Reason or Termination for Cause | | Eric Schoch | | | | | | | Cash Severance | 2,000,000 | 1,000,000 | — | — | — | | Pro rata Bonus(4) | 500,000 | 500,000 | 500,000 | — | — | | Equity Awards(5),(6),(7) | 4,881,148 | 1,963,223 | 4,881,148 | — | — | | Welfare Benefits(8) | 53,515 | 53,515 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 7,484,663 | 3,566,738 | 5,381,148 | — | — |

  121. Potential Payments Upon Termination or Change in Control Table

    (1)This column shows payments based on occurrence of a “double trigger” event (a qualifying change in control and a qualifying termination), together with assumption of applicable equity awards in the change in control and vesting based on actual performance. For the 2022 PB-RSUs that were converted into TB-RSUs at the time of the Spin-Off, performance is reflected at 101.7%. For the 2023 and 2024 PB-RSUs, performance is reflected at 100%. (2)This column shows the amount the executive would receive upon a termination without cause or for good reason under the terms of our 2024 Executive Severance Plan and our 2017 Stock Plan and award agreements. (3)As of December 31, 2024, none of the NEOs met the retirement eligibility requirements. (4)This row shows payments based on the 2024 AIP target bonus under the 2024 Executive Severance Plan. (5)Equity valuations reflect a closing price of NCR Voyix common stock on December 31, 2024 of $13.84 and NCR Atleos common stock on December 31, 2024 of $33.92. (6)The payments in this row include only unvested awards for which payment would accelerate in connection with the applicable termination scenario. (7)The payments in this row reflect accelerated vesting of any applicable PB-RSU awards based on actual performance. Performance was achieved at 101.7% for the 2022 PB-RSU awards. For the 2023 and 2024 PB-RSU awards, performance is reflected at 100%. (8)These payments reflect the NEO’s entitlements under the 2024 Executive Severance Plan. Equity Compensation Plan Information Table The table below shows information, as of December 31, 2024, regarding shares of NCR Voyix common stock authorized for issuance under the Company’s equity compensation plans, including our Management Stock Plan (in effect through April 25, 2006), our 2011 Amended and Restated Stock Incentive Plan (in effect through April 24, 2013, the “2011 Stock Plan”), our 2017 Stock Incentive Plan, as amended, which is our most recently adopted equity compensation plan (the “2017 Stock Plan”), and the equity incentive plan that we assumed in the Cardtronics Acquisition as noted below.

  122. Potential Payments Upon Termination or Change in Control Table

    | Equity Compensation Plan Information - 2024 | | | | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights(1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities shown in column a) | | Equity compensation plans approved by stockholders: | (a) | (b) | (c) | | Management Stock Plan(2) | 726(3) | — | — | | 2011 Stock Plan(4) | 1,350(5) | — | — | | 2017 Stock Plan(6) | 14,680,289(7) | $19.22 | 19,527,299 |

  123. Potential Payments Upon Termination or Change in Control Table

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  124. Potential Payments Upon Termination or Change in Control Table

    | Equity Compensation Plan Information - 2024 | | | | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights(1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities shown in column a) | | Equity compensation plans not approved by stockholders: | — | — | — | | Cardtronics Stock Plan(8) | 128,777(9) | $22.52 | 1,655,957(10) | | Moon, Inc. 2014 Stock Incentive Plan(11) | 16,303(11) | $1.11 | — | | Total | 14,827,445 | $19.18 | 21,183,256(12) |

  125. Potential Payments Upon Termination or Change in Control Table

    (1)The weighted average exercise price does not take into account outstanding RSUs, which have no exercise price. (2)We adopted the Management Stock Plan with stockholder approval effective January 1, 1997. We terminated the Management Stock Plan as of April 26, 2006, upon stockholder approval of the 2006 Stock Incentive Plan, which we subsequently amended and restated as the 2011 Stock Plan. However, termination of the Management Stock Plan did not affect awards previously granted and outstanding under its terms. (3)Outstanding awards consist of 726 RSUs. (4)We adopted the 2006 Stock Incentive Plan with stockholder approval effective April 26, 2006. On April 27, 2011, we amended and restated the 2006 Stock Plan as the 2011 Stock Plan. We froze the 2011 Stock Plan effective April 24, 2013, when stockholders approved our 2013 Stock Plan. Previously granted 2011 Stock Plan Awards remain outstanding under their terms. (5)Outstanding awards consist of 1,350 RSUs payable at 100%. (6)Stockholders approved our 2017 Stock Plan on April 26, 2017, and it became effective on May 1, 2017. (7)Outstanding awards consist of 6,753,434 nonqualified stock options and 7,926,855 RSUs. Earned performance-based awards are shown at the actual level of performance attained and unearned performance awards are shown at target. (8)In connection with the Cardtronics Acquisition effective June 21, 2021, we assumed the Cardtronics 2007 Stock Plan (the “Cardtronics Stock Plan”) which had been approved by the stockholders of Cardtronics plc but has not been approved by the Company’s stockholders. (9)Outstanding awards consist of (i) nonqualified stock options and TB-RSUs awarded under the Cardtronics Stock Plan before the Cardtronics Acquisition, which were converted to NCR equity awards of the same type effective June 21, 2021 in connection with such acquisition, and (ii) TB-RSUs and PB-RSUs awarded under the 2021 Equity Retention Program to certain selected former Cardtronics employees who became employed by the Company in the Cardtronics Acquisition. Earned performance-based awards are shown at the actual level of performance attained and unearned performance awards are shown at target. (10)Shares available for issuance under the Cardtronics Stock Plan, which we assumed in connection with the Cardtronics Acquisition and transferred from the Cardtronics Plan to our 2017 Stock Plan for future issuance thereunder to employees newly hired by the Company or an affiliate on and after June 21, 2021. (11)Outstanding awards consist of nonqualified stock options and incentive stock options awarded under the Moon Inc., 2014 Stock Incentive Plan before the Moon Inc. Acquisition, which were converted to Company equity awards of the same type effective January 5, 2022 in connection with such acquisition. (12)As of March 31, 2025, the outstanding shares available under the 2017 Plan are 19,159,671 shares after accounting for the shares granted in 2025. Pay Versus Performance Disclosure The table below presents NEO compensation and Company performance information as required by applicable Securities and Exchange Commission rules, including the Compensation Actually Paid (“CAP”) for our NEOs and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is referred to as our Principal Executive Officer ("PEO") and our other NEOs other than the CEO are referred to as our “Non-PEO NEOs”.

  126. Potential Payments Upon Termination or Change in Control Table

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  127. Potential Payments Upon Termination or Change in Control Table

    | Fiscal Year | Summary Compensation Table Total for First PEO1,2 | Summary Compensation Table Total for Second PEO1,2 | Compensation Actually Paid to First PEO1,3 | Compensation Actually Paid to Second PEO1,3 | Average Summary Compensation Table Total for Non-PEO NEOs1,2 | Average Compensation Actually Paid to Non-PEO NEOs1,3 | Value of an initial $100 Investment: | | Net Income (Millions)6 | Adjusted EBITDA Millions7 | | | | | | | | | Total Shareholder Return4 | Peer Group Total Shareholder Return5 | | | | 2024 | N/A | $10,030,422 | N/A | $9,484,892 | $4,347,990 | $3,651,538 | $64.18 | $299.72 | $957 | $347 | | 2023 | $22,632,770 | $1,879,422 | $34,989,625 | $5,810,060 | $6,029,503 | $6,122,187 | $78.41 | $219.40 | ($423) | $337 | | 2022 | $12,743,595 | N/A | ($23,626,321) | N/A | $5,545,639 | ($5,623,383) | $66.58 | $139.00 | $59 | $324 | | 2021 | $14,840,501 | N/A | $25,600,030 | N/A | $6,428,128 | $9,513,796 | $114.33 | $193.58 | $98 | $471 | | 2020 | $28,325,266 | N/A | $48,362,013 | N/A | $8,754,275 | $13,908,923 | $106.85 | $143.89 | ($78) | $896 |

  128. Potential Payments Upon Termination or Change in Control Table

    (1)NEOs included in these columns reflect the following individuals:

  129. Potential Payments Upon Termination or Change in Control Table

    | Year | First PEO | Second PEO | Non-PEO NEOs | | 2024 | — | David Wilkinson | Brian Webb-Walsh, James G. Kelly, Eric Schoch, Kelli Sterrett, Brendan Tansill | | 2023 | Michael Hayford | David Wilkinson | Owen Sullivan, Tim Oliver, Brian Webb-Walsh, Kelly Moyer, Eric Schoch, Kelli Sterrett, Don Layden | | 2022 | Michael Hayford | — | Owen Sullivan, Tim Oliver, Adrian Button, Don Layden | | 2021 | Michael Hayford | — | Owen Sullivan, Tim Oliver, Adrian Button, Don Layden | | 2020 | Michael Hayford | — | Owen Sullivan, Tim Oliver, Adrian Button, Daniel Campbell, Andre Fernandez |

  130. Potential Payments Upon Termination or Change in Control Table

    (2)Amounts reflect Summary Compensation Table "Total Pay" for our NEOs for each corresponding year. (3)Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for 2024 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  131. Potential Payments Upon Termination or Change in Control Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2024 (For Second PEO) | Fiscal Year 2024 (Average For Non- PEO NEOs) | | Summary Compensation Table Total | $10,030,422 | $4,347,990 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | ($8,672,325) | ($2,886,466) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $7,889,702 | $2,343,789 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $799,539 | ($152,992) |

  132. Potential Payments Upon Termination or Change in Control Table

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  133. Potential Payments Upon Termination or Change in Control Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2024 (For Second PEO) | Fiscal Year 2024 (Average For Non- PEO NEOs) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $59,458 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | ($315,503) | ($23,748) | | (Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($246,942) | ($36,493) | | Compensation Actually Paid | $9,484,893 | $3,651,538 |

  134. Potential Payments Upon Termination or Change in Control Table

    (4)Fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP, including the Black-Scholes formula for options granted at the money, and Monte Carlo simulation for premium-priced options and performance share RSUs. See “Stock Compensation Plans” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between February 8, 2019 and July 1, 2020 used an expected term between 2.4 years and 5.1 years in 2023, as compared to an expected term between 6.5 years and 7.0 years used to calculate the grant date fair value of such awards, and (ii) the FY20-23 PSU, FY21-24 PSU and FY22-25 PSU awards assumed a payout above target for the calculations in 2023 and 2024 as compared to the grant date fair value calculations which assumed a payout at target. (5)Total Shareholder Return ("TSR") represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. (6)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P 500 Information Technology Index for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. (7)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. (8)While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in NCR Voyix’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs for the most recently completed fiscal year to Company performance. The amounts shown in this column for Adjusted EBITDA for 2020 and 2021 includes certain costs historically allocated to NCR Atleos or the Digital Banking business. To account for the sale of the Digital Banking business in 2024 and the separation of NCR Atleos and NCR Voyix in 2023, we recast Adjusted EBITDA for 2022 and 2023 to remove costs associated with the discontinued operations. Refer to the "Supplementary Non-GAAP Information" section of this proxy statement for the reconciliation of Adjusted EBITDA, which is a Non-GAAP measure.