DEF 14A of NCR Voyix Corp, Apr 21, 2026

DEF 14A of NCR Voyix Corp

Filed Apr 21, 2026 · FY20250000070866-26-000010

Open on EDGAR

  1. Other Important Information

    Other Important Information •Stockholders of NCR Voyix who are entitled to vote at the Annual Meeting are record holders of common stock, par value $0.01 per share ("common stock"), and record holders of shares of Series A Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $1,000 per share (the "Series A Preferred Stock") at the close business on March 16, 2026 (collectively, "Stockholders"). •Stockholders will vote together as a single class, and holders of our Series A Convertible Preferred Stock will vote on an as-converted basis. •Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or your shares are represented by proxy. Whether or not you plan to virtually attend the Annual Meeting you are encouraged to read the proxy statement and authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the Annual Meeting. Copies of these proxy materials are available at SEC Filings | NCR Voyix Corporation and www.virtualshareholdermeeting.com/VYX2026. You may also obtain these materials on the SEC website at www.sec.gov or by contacting the Company’s Corporate Secretary at NCR Voyix Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. By order of the Board of Directors, Kelli Sterrett Executive Vice President, General Counsel and Secretary April 21, 2026

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    | TABLE OF CONTENTS | |

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    April 21, 2026 Dear Fellow Stockholders, On behalf of the Board of Directors and management team, I would like to thank you for your investment in NCR Voyix. Over the past year, we have been focused on three key objectives: aligning our cost structure with our strategy following the spin-off of the ATM business and subsequent non-core business divestitures, deepening engagement with our customers and employees, and modernizing our technology to support long-term growth. We took decisive actions to right size our cost structure, streamline operations, insource key functions, and implement our hardware ODM agreement. These actions improved efficiency, aligned the Company’s resources with our growth priorities, and created a stronger operational foundation for execution. With this foundation in place, I focused on direct engagement with our global base of customers and employees. As I shared last year, my initial priorities as Chief Executive Officer were to strengthen customer relationships and refine our product offerings to meet evolving service expectations. In parallel, I visited all of our primary offices, reinforcing our growth strategy and energizing our teams to drive disciplined execution. As important as each of these efforts was, they ultimately enabled our most significant achievement in 2025: the modernization of our market‑leading software products. We entered 2026 with 20 early adopters of our next-generation products across enterprise retailers and restaurants in Europe, Asia-Pacific, and the United States. Recent customer signings in the U.S. include one of North America’s largest travel center operators and one of the largest fast-casual restaurant brands, both of which are already in the lab with our next-generation solutions. Today, NCR Voyix is the global platform-powered leader in unified commerce for shopping and dining. As we look ahead, we are focused on executing the next phase of our strategy, which includes scaling our platform solutions with customer-centric AI enhancements, expanding our payments and services capabilities, and delivering our end-to-end proprietary offerings to new and existing customers. With modernized technology, a more efficient operating model, and a clear strategic roadmap, I believe NCR Voyix is now positioned to begin to drive long-term value creation for our stockholders. Thank you for your continued support. Sincerely, James G. Kelly President and Chief Executive Officer NCR Voyix

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    | Notice of Annual Meeting of Stockholders | | Letter from the CEO |

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    | PROXY STATEMENT SUMMARY | 1 | | CORPORATE GOVERNANCE MATTERS | 2 | | PROPOSAL 1: Election of Directors | 2 | | Attributes of Director Nominees, Director Nominees for Election and Director Selection | 3 | | Our Governance Framework | 10 | | Board Leadership Structure, Meetings & Committee Structure and Risk Oversight | 13 | | Director Compensation | 21 | | Related Person Transactions | 23 | | Biographical Information of Our Executive Officers | 24 | | EXECUTIVE COMPENSATION | 26 | | PROPOSAL 2: Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers | 26 | | Compensation Discussion & Analysis | 27 | | 2025 Compensation Program | 33 | | Compensation and Human Resource Committee Report | 44 | | Preview of 2026 Compensation Program | 45 | | Executive Compensation Tables | 46 | | Equity Compensation Plan Information Table | 59 | | Pay Versus Performance Disclosure | 60 | | CEO Pay Ratio | 64 | | Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables | 65 | | AUDIT MATTERS | 67 | | PROPOSAL 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 67 | | Fees Paid to Independent Registered Public Accounting Firm | 68 | | Audit Committee Pre-Approval Policies | 69 | | Audit Committee Report | 70 | | APPROVAL OF NCR VOYIX CORPORATION 2026 STOCK INCENTIVE PLAN | 71 | | Proposal 4: Approval of NCR Voyix Corporation 2026 Stock Incentive Plan | 71 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 87 | | GENERAL INFORMATION | 90 | | Questions Relating to this Proxy Statement — Information about Our Virtual Annual Meeting | 91 | | Supplemental Non-GAAP Information | 97 | | Appendix A - Proposed NCR Voyix Corporation 2026 Stock Incentive Plan | A-1 |

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    Proxy Statement Summary The following is a summary of certain key disclosures found elsewhere in this proxy statement. This is only a summary, and it may not contain all the information that is important to you. NCR Voyix Corporation encourages you to carefully review this proxy statement in its entirety for more information as well as the Company’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). References to “NCR Voyix,” “the Company,” “we,” “us,” or “our” refer to NCR Voyix Corporation.

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    | Meeting Information | | | | Time and Date | Place | Record Date | | 9:30 a.m., Eastern Time Wednesday, June 3, 2026 | Virtual Meeting via webcast at www.virtualshareholdermeeting.com/VYX2026 | March 16, 2026 |

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    The Annual Meeting will be held on the internet in a virtual format only. The holders of the Company’s common stock or its Series A Preferred Stock as of the Record Date above (collectively, “You” or the “Stockholders”) will be able to vote and submit questions electronically during the Annual Meeting. You will need the 16-digit control number found on your proxy card, the Notice, or the voting information form provided by your bank or broker to vote and ask questions during the meeting. For more information about our virtual Annual Meeting, including how to access technical support, if necessary, please see the "Questions Relating to this Proxy Statement – Information about Our Virtual Annual Meeting" section of these proxy materials.

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    | Proposals for Your Vote and Board Recommendations | | Stockholders having shares of common stock or shares of Series A Convertible Preferred Stock as of the Record Date will consider, and vote as a single class upon, the following four proposals: |

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    | PROPOSAL 1 Election of Directors The election of each of James G. Kelly, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy, Laura Sen and Jeffrey Sloan as a director of the Company (each, a "Director Nominee and, collectively, the "Director Nominees"), with each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. The Board believes that each Director Nominee possesses the qualifications and experiences necessary to provide quality advice and counsel to the Company’s management, effectively oversee the business and create long-term value for the Company’s stockholders. For more information on our Director Nominees, please review pages 3-7 below. | Board Recommendation FOR each nominee See page 2 for more information | | PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers The approval, on a non-binding and advisory basis, of the compensation of the named executive officers as described in these proxy materials. Our executive compensation programs are designed to align the interests of our executives with those of our stockholders. To fulfill this objective, our compensation programs, including those of our executives, are structured to balance near-term results with long-term success, while mitigating excessive risk-taking and enabling us to attract, retain and reward our executive team for delivering stockholder value. | Board Recommendation FOR this proposal See page 26 for more information | | PROPOSAL 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | Board Recommendation FOR this proposal See page 67 for more information | | PROPOSAL 4 Approval of the NCR Voyix Corporation 2026 Stock Incentive Plan The approval of the 2026 Stock Incentive Plan to replace the Company’s 2017 Stock Incentive Plan, which will, by its terms, expire in May 2027. | Board Recommendation FOR this proposal See page 71 for more information |

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    | How to Vote | | | | Proxy Voting Methods | | | | Internet | Telephone | Mail | | www.proxyvote.com | 1-800-690-6903 | Sign, date and mail your proxy card (record holders) or your voting instruction form (beneficial owners) |

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    | 2026 Proxy Statement | | 1 |

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    | PROPOSAL 1: Election of Directors | | | The election of each Director Nominee to serve as a member of the Board of NCR Voyix, with each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. | Board Recommendation FOR each Director Nominee |

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    Proposal Details The NCR Voyix Board currently consists of nine members, each of whom was last elected by our Stockholders at our annual meeting of stockholders held on June 6, 2025 (the “2025 Annual Meeting”). The Board has nominated each of the eight Director Nominees, consisting of James G. Kelly, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy, Laura Sen and Jeffrey Sloan, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. The Board has no reason to believe that any of the Director Nominees will be unable to serve; however, should one of them become unable to serve on the Board prior to the Annual Meeting, the Board may reduce the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, shares represented by properly authorized proxies that were voted "FOR" the Director Nominee that became unable to serve will be voted "FOR" such substitute nominee. How Does the Board Recommend that I Vote on this Proposal? The Board recommends that you vote “FOR” the election of all eight Director Nominees, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. Proxies solicited by the Board and properly authorized will be exercised “FOR” the election of each of the eight Director Nominees unless you elect to vote “AGAINST” or “ABSTAIN” from voting for any Director Nominee. The affirmative vote of a majority of the total votes cast for and against each Director Nominee by our Stockholders (via attendance at the virtual Annual Meeting or by proxy) is required. Holders of our Series A Convertible Preferred Stock will vote on an “as-converted” basis and will vote together as a single class with holders of our common stock. Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the vote required to elect each Director Nominee.

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    | 2 | | 2026 Proxy Statement |

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    Attributes of Director Nominees, Director Nominees for Election and Director Selection Attributes of Director Nominees The 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 the Company and our long-term success. We believe our Director Nominees represent a well-rounded range of background, skills and experiences.

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    | 87.5% are independent |

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

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    | Specialist \ Industry | | | | | | | Retail / Restaurant Sector | 4/8 | | | | | | | | | Enterprise Technology / Digital Products | | | | | | 6/8 | | | | | | | | | Finance & Deals | 5/8 | | | | | | | Functional Areas | | | | | | | Risk Management | 6/8 | | | | | | | | | Human Capital | 8/8 | | | | | |

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    | 2026 Proxy Statement | | 3 |

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    Director Nominees for Election Set forth below are the biographies for each Director Nominee nominated to serve on the NCR Voyix Board of Directors. Each biography contains certain qualifications, skills and attributes that the Board considered in its decision to nominate each of the Director Nominees to serve on the Board. The age reported for each director is as of the filing date of this proxy statement.

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    | AGE: 64 PRESIDENT AND 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 to 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, LLC, a leading global professional services firm, and as a manager of Ernst & Young’s mergers and acquisitions and audit groups. Mr. Kelly currently serves as an investment committee member of an affiliated fund of Madison Dearborn Partners, LLC and is a member of the board of directors of Great Gray Trust Company. 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 at publicly held companies including EVO and Global Payments; his significant experience in financial services and technology industries; his financial expertise; and his experience leading companies in operational, financial and strategic matters. | | AGE: 68 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Technology Committee | | | | 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, Mr. Reddy was the Chief Operating Officer and Restaurant Support Officer for Chipotle Mexican Grill Inc. 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 Aptive Environmental, LLC and Citation Capital. 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; his extensive experience in the restaurant industry; his financial expertise; and his independence. |

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    | 4 | | 2026 Proxy Statement |

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    | AGE: 67 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Audit Committee (Chair) and 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 as a director and member of the audit committee of Bentley Systems, Incorporated., a software development company, since September 2020 and as its lead independent director and chair of its sustainability committee since December 2021 and March 2021, respectively. She has served as a member of board of directors of West Pharmaceutical Services, Inc., a leading provider of injectable solutions and services, since December 2024, serving as member of its audit committee and its finance committee. She is also a member of the board of directors and audit committee chair of Central Square Technologies. Ms. Haugen served on the board of directors of Juniper Networks, Inc., a provider of high-performance networking and cybersecurity solutions, from May 2019 until July 2025, and as chair of its audit committee from February 2020 until July 2025. 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, Inc.; Bentley Systems, Inc. QUALIFICATIONS: Ms. Haugen’s qualifications include her extensive leadership experience; her financial expertise; her current and prior public company board and committee experience; her broad industry experience, including various software and technology companies; and her independence. | | AGE: 57 INDEPENDENT DIRECTOR SINCE: 2024 NCR VOYIX COMMITTEES: Technology Committee (Chair) and Committee on Directors and Governance | | | | 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 AI-native platform purpose built for residential contractors that modernizes estimation, project management, 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; his background in technology and point-of-sale software development; his retail and restaurant industry experience; and his independence. |

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    | 2026 Proxy Statement | | 5 |

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    | AGE: 54 INDEPENDENT DIRECTOR SINCE: 2019 NCR VOYIX COMMITTEES: Compensation and Human Resource Committee and 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 expertise; and his independence. | | AGE: 61 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Risk Committee (Chair), Audit Committee and Technology 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 across 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 was appointed director of Wipro Limited in April 2026, a leading AI-powered technology services and consulting company. She also served on the supervisory board of Ahold Delhaize, a Dutch public company that is one of the world's largest food retail groups and a leader in supermarkets and e-commerce, from April 2024 to April 2026, serving as chair of its technology committee and as a member of its audit, finance and risk committees. 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: Wipro Limited QUALIFICATIONS: Ms. Miller’s qualifications include her global executive leadership experience as well as her extensive expertise in retail, technology and cybersecurity matters; and her independence. |

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    | 6 | | 2026 Proxy Statement |

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    | AGE: 69 INDEPENDENT DIRECTOR SINCE: 2022 NCR VOYIX COMMITTEES: Committee on Directors and Governance (Chair) and Risk 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., a nationally recognized off-price retailer of high-quality, branded merchandise, 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 insurance 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. | | AGE: 58 INDEPENDENT DIRECTOR SINCE: 2025 NCR VOYIX COMMITTEES: Compensation and Human Resource Committee (Chair), Audit Committee and Technology Committee | | | | 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. He joined the board of directors of Verifone, Inc., a privately held global payments leader for merchants, financial institutions and financial technology companies, in June 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 and private companies; his financial expertise; and his independence. |

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    | 2026 Proxy Statement | | 7 |

  31. Other Important Information

    Director Selection The Committee on Directors and Governance 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 Committee on Directors and Governance will seek the input of the Independent Chair of the Board and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, periodically the Board or the Committee on Directors and Governance 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 Committee on Directors and Governance using these qualification guidelines. As part of the selection process under the Corporate Governance Guidelines, in addition to such other factors as it may deem relevant, the Committee on Directors and Governance will consider, 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 Committee on Directors and Governance (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 with respect to backgrounds, experiences, geography, industry experience, and board tenure; •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. Each Director Nominee standing for election currently serves on our Board. All of the Director Nominees, with the exception of James G. Kelly, our Chief Executive Officer, 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.

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    | 8 | | 2026 Proxy Statement |

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    Stockholders wishing to recommend individuals for consideration as directors should contact the Committee on Directors and Governance 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 an individual to serve as a director for inclusion in the Company’s proxy materials in accordance with the proxy access provisions in the Company’s bylaws, or to otherwise nominate an individual to serve as a director of the Company 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 2027 Annual Meeting Pursuant to SEC Rule 14a-8” and “Procedures for Stockholder Proposals and Nominations for 2027 Annual Meeting Outside of SEC Rule 14a-8 and Pursuant to SEC Rule 14a-19” in this proxy statement for more details. New Director Orientation The Board has an orientation process for new directors that is overseen by its Committee on Directors and Governance. The orientation process program is tailored to meet the needs of each new director appointed to serve on our Board, dependent upon his or her level of experience serving on other boards or knowledge of the Company.

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    | 2026 Proxy Statement | | 9 |

  35. Other Important Information

    Our Governance Framework At NCR Voyix, we strive to meet the needs of all stakeholders, including our customers, employees and investors, and the communities in which we serve. We are committed to promoting ethical business conduct and achieving compliance with applicable laws. The Board is responsible for overseeing management’s performance and our corporate governance practices and risk management activities. To ensure effective oversight, the Board leverages its committee structure to ensure that management is embedding strong governance practices within our operations and executing against the Company’s commitments to leading with integrity, transparency and accountability. The Board has adopted Corporate Governance Guidelines that address significant corporate governance matters, including, among other things: the Board's size and composition; director selection; independence requirements; leadership roles; the Board's responsibilities; risk oversight; and Board compensation, committee membership and structure, meetings and executive sessions. Key governance documents, including the Corporate Governance Guidelines, our bylaws and each of the committee charters, are available online through our website at www.ncrvoyix.com/company/corporate-governance. In addition, you may also obtain, without charge, a written copy of these Corporate Governance Guidelines, or any of the Board’s committee charters, by writing to the Company’s Secretary at the address listed in the section below. Communications with the Board of Directors Stockholders or interested parties wishing to communicate directly with the Board or any individual director, the Independent Chair of the Board, or the Company’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Voyix Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007. The Corporate Secretary will forward appropriate communications. Any matters reported by Stockholders relating to the Company’s accounting, internal accounting controls or audit matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board may also be made by writing to this address. For more information on how to contact the Board, please visit "Contact Corporate Governance" on our website at https://www.ncrvoyix.com/company/corporate-governance. Key Governance Practices We continue to demonstrate a strong commitment to corporate governance practices and policies that reinforce the Board's alignment with, and accountability to, our Stockholders:

  36. Other Important Information

    | | Independent Chair | In February 2025, the Board appointed James G. Kelly, as the President and Chief Executive Officer of the Company. In connection with this appointment and pursuant to the Corporate Governance Guidelines, Mr. Kelly stepped down from his role as the Board’s Executive Chair and Kevin Reddy became the Board’s Independent Chair. | | | Supermajority of independent directors | The Board has adopted the NYSE definition of independence for listed companies. In addition, the Board believes that, as a matter of policy, the substantial majority of directors should be independent. Consistent with that policy, the Board has determined that seven of the eight Director Nominees nominated for election at the 2026 Annual Meeting of Stockholders are “independent” as defined by the NYSE. | | | Annual election of all directors | In 2016, we eliminated the classification of the Board. All directors are elected annually. |

  37. Other Important Information

    | 10 | | 2026 Proxy Statement |

  38. Other Important Information

    | | Majority voting in director elections | Since our IPO, we have had majority voting in director elections, which was enhanced in 2021 to provide for a plurality voting standard in director elections where there are more nominees than directorships, consistent with market practice. | | | Board efforts to remove supermajority voting provisions | In 2020, the Board recommended that stockholders approve a proposal to amend and restate the Company charter to eliminate the supermajority voting provisions. Unfortunately, our stockholders did not approve the proposal by the vote required under the Company’s charter and Maryland law. In 2019, the Board included a proposal in the Company’s proxy statement that was substantially similar to the 2020 proposal described above. However, despite twice adjourning our 2019 annual meeting of stockholders to solicit votes, our stockholders did not approve the balance of the proposal by the vote required under the Company’s charter and Maryland law. | | | Stockholder right to amend our bylaws | For decades our stockholders have had the concurrent power to amend our bylaws, provided that amendments to certain provisions require the affirmative vote of stockholders entitled to cast 80% of the votes entitled to be cast on the matter. As noted above, the Board's attempts to obtain the required stockholder approval to remove the supermajority vote requirements have been unsuccessful. | | | Proxy Access Bylaw | Since 2016 | | | Stockholder right to call special meetings upon request of the holders of 25% of the votes entitled to be cast | For decades, our stockholders have had the right to call special meetings and, in 2018, the Board authorized and approved amendments to the Company’s bylaws to reduce the percentage ownership requirement necessary to allow stockholders to call a special meeting of stockholders from a majority of the votes entitled to be cast at the meeting to 25% of the votes entitled to be cast at the meeting, with limited exception. | | | Annual Say on Pay vote | Since inception of Say on Pay. |

  39. Other Important Information

    Our Code of Conduct We believe that our long-standing commitment to corporate responsibility and ethical business conduct allows us to attract and retain customers, partners, employees and investors and promotes a culture of integrity and transparency. Our Code of Conduct establishes the standards by which we conduct our business operations and serves as our guide to act ethically and compliantly. The Code of Conduct applies to all NCR Voyix directors, officers, employees, contractors, agents and any other person representing or acting on behalf of NCR Voyix. The Code of Conduct is available on our website at https://www.ncrvoyix.com/company/corporate-governance. To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at NCR Voyix Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.

  40. Other Important Information

    | 2026 Proxy Statement | | 11 |

  41. Other Important Information

    The Culture and Values of NCR Voyix We have taken extraordinary steps to accelerate the transformation of our business operations, technological capabilities and commercial offerings to advance our position as a global platform-powered leader in unified commerce for shopping and dining. Our people strategy has also evolved to ensure we focus our time and attention on what matters most: our customers, our employees, and the relationships that fuel sustainable growth. We have adopted Get. Grow. Keep. as our guiding principles, demonstrating our strategy to: •Get. Attract the right customers and talent, •Grow. Deepen value and expand opportunity, and •Keep. Earn long-term loyalty from our customers and our employees. As we continue to modernize our software solutions and comprehensive service offerings, we aim to enable our retail and restaurant customers to deliver experiences that meet and exceed consumer expectations. We are committed to engaging with our customers to win together, delivering innovative solutions capable of adapting to meet consumer expectations. These values guide our daily decision-making and the way in which we conduct our business. In 2025, we continued our global commitment to supporting the communities in which we work. Through the NCR Foundation, we partner with non-profit organizations to maximize our positive impact and make a true difference in our communities. We focus on three key areas: STEM education, economic development and disaster recovery. Our Board of Directors Each member of the NCR Voyix Board of Directors is elected by our Stockholders, and the Board is responsible for overseeing the management and affairs of the Company in alignment with the interests of our Stockholders. Directors are expected to serve in an advisory capacity to our management team, monitoring our performance, reviewing our strategic plans and financial objectives and ensuring that we remain committed to operating ethically and responsibly. The NCR Voyix Board is guided by the Corporate Governance Guidelines and by the Company's bylaws, which address significant corporate governance matters, including, among other things, the size and composition of the Board, director independence, leadership, the Board’s roles and responsibilities, risk oversight, director compensation, committee membership and structure, meetings procedures and executive sessions, and director selection and retirement.

  42. Other Important Information

    | 12 | | 2026 Proxy Statement |

  43. Other Important Information

    The Corporate Governance Guidelines also contains an overboarding policy that requires directors to notify the Chair of the Committee on Directors and Governance prior to joining the board of directors at another public company. The Board believes that it is important for directors to be available to fulfill their responsibilities to the Company. The Board, through its Committee on Directors and Governance, will thoroughly assess a director’s availability to serve on the NCR Voyix Board where that 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, the Chief Executive Officer of NCR Voyix may only serve on one other public company board and only if that service is approved by the Committee on Directors and Governance. Director Independence As established in the Corporate Governance Guidelines, the Board believes that a substantial majority of directors should be independent from the Company and its management. Annually, the Board reviews and assesses the independence of each director and that of each Director Nominee in accordance with NYSE rules, which are consistent with the Board's Corporate Governance Guidelines. The Board’s Committee on Directors and Governance assists with these assessments, providing input and recommendations to the Board regarding director and Director Nominee independence. This year, the Committee on Directors and Governance reviewed each Director Nominee's independence and made independence recommendations to the Board. The Board, in turn, determined that seven of the eight Director Nominees are considered “independent” in accordance with applicable NYSE rules and the Board's Corporate Governance Guidelines. They are: Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy, Laura Sen and Jeffrey Sloan. To further the Board’s commitment to independence and in compliance with NYSE rules, following Board and committee meetings, the non-employee independent directors regularly hold executive sessions without members of management present. Board Leadership, Meetings & Committee Structure and Risk Oversight Board Leadership Our Board is committed to independent leadership and, under our Corporate Governance Guidelines, the Board has appointed an independent director to serve as Independent Chair of the Board. In connection with Mr. Kelly's appointment as President and Chief Executive Officer of the Company, the Board appointed Mr. Reddy to serve as the Independent Chair of the Board, in February 2025. The Board believes Mr. Reddy is well suited to serve as the Independent Chair given his leadership skills, extensive experience in the restaurant industry, his financial expertise, and his independence. As a result of his broad-based and relevant experience, our Board believes Mr. Reddy is well positioned to carry out the responsibilities of the Independent Chair, lead the Board and provide constructive, independent, and informed guidance and oversight to management. The Independent Chair has the following responsibilities: •Leads Board meetings and chairs the annual meeting of stockholders; •Collaborates with the Chief Executive Officer to establish the Board agenda and schedule meetings for the full Board and those held by its committees; •Oversees the preparation and distribution of proxy materials to stockholders; •Facilitates communications among directors and builds relationships with the Board; •Assists in recruiting and retaining new Board members;

  44. Other Important Information

    | 2026 Proxy Statement | | 13 |

  45. Other Important Information

    •Provides input to the CEO and the Committee on Directors and Governance to the structure of the Board’s committees, including assignments, committee leadership; •Assists the Committee on Directors and Governance to evaluate the performance of the Board and its committees; •Leads discussions regarding CEO performance, personal development and compensation; •Works with the CEO to ensure timely and sufficient information is sent to the Board; •Stays current on major risks to the Company and its business and ensures the Board focuses on these; and •If requested by Stockholders, makes him or herself available for consultation and/or direct communications. Meetings & Committee Structure The Board is responsible for overseeing our management team and the overall performance of the Company on behalf of our Stockholders. Directors stay informed of the Company’s business activities by participating in Board and committee meetings (including regular executive sessions of the Board), reviewing materials provided to them prior to the meetings and otherwise, and through discussions with the Company's Chief Executive Officer and other members of management and Company employees. Under the Corporate Governance Guidelines, directors are expected to attend Board meetings and committee meetings for those on which they serve. The Board met 7 times in 2025, and each director attended 75% or more of the aggregate of: (i) the total number of meetings of the Board (held during the period for which such person was a director); and (ii) the total number of meetings held by each of the committees of the Board on which such person served (during the periods that such person served). While the Company has no formal policy requiring director attendance at its annual meeting of stockholders, each director attended the annual meeting of stockholders that took place virtually in 2025. The Board has five standing committees that meet regularly: the Audit Committee, the Compensation and Human Resource Committee, the Committee on Directors and Governance, the Risk Committee, and the Technology Committee, and each committee consists solely of independent directors. Our Corporate Governance Guidelines and our committee charters (referenced below) require that each of member of the Audit Committee, the Compensation and Human Resource Committee and the Committee on Directors and Governance be independent, and our Risk Committee charter also requires that each member of the Risk Committee be independent. The Board has adopted a written charter for each committee it has formed, which describes that committee’s mission, composition and responsibilities. Each charter can be found under "Committee Memberships and Charters" on our website at https://www.ncrvoyix.com/company/corporate-governance.

  46. Other Important Information

    | 14 | | 2026 Proxy Statement |

  47. Other Important Information

    The Audit Committee, Compensation and Human Resource Committee, Committee on Directors and Governance, and Risk Committee met 5, 11, 5, and 4, times, respectively, during fiscal year 2025. The Technology Committee was formed in February 2026, and its first meeting is scheduled to occur in May 2026. Below is the current composition of each committee formed by the Board:

  48. Other Important Information

    | NCR Voyix Directors | Audit Committee | Compensation and Human Resource Committee | Risk Committee | Committee on Directors and Governance | Technology Committee | | James G. Kelly | | | | | | | Catherine L. Burke | | | | | | | Janet Haugen | Chair | | | | | | Irv Henderson | | | | | Chair | | Kirk Larsen | | | | | | | Laura Miller | | | Chair | | | | Kevin Reddy | | | | | | | Laura Sen | | | | Chair | | | Jeffrey Sloan | | Chair | | | |

  49. Other Important Information

    In addition to the Board’s standing committees that meet regularly, the Board formed a Transaction and Finance Committee in 2023 that meets only on an ad-hoc basis when needed. The current members of the Transaction and Finance Committee are Mr. Henderson (Chair), Ms. Haugen, and Messrs. Larsen, Reddy and Sloan. Audit Committee Our Audit Committee assists the Board in its oversight of the quality and integrity of the Company’s financial statements, our independent registered public accounting firm's qualifications and independence, the integrity and adequacy of internal controls, and the performance of the internal audit function. Among other things, the Audit Committee also: •Selects, evaluates, sets compensation for and, where appropriate, replaces the Company’s independent registered public accounting firm; •Pre-approves all audit and non-audit services provided to the Company by its independent registered public accounting firm; •Reviews and discusses with the Company’s independent registered public accounting firm its services and quality control procedures and the Company’s critical accounting policies and practices; •Regularly reviews the scope and results of audits performed by the Company’s independent registered public accounting firm and internal auditors; •Meets with management to review the adequacy of the Company’s internal control framework and its financial, accounting, reporting and disclosure control processes; •Reviews the Company’s periodic SEC filings and quarterly earnings releases;

  50. Other Important Information

    | 2026 Proxy Statement | | 15 |

  51. Other Important Information

    •Reviews the Company’s compliance with legal and regulatory requirements; and •Reviews and oversees the internal audit function. Each Audit Committee member serving in 2025 was, and all current members are, independent and financially literate as determined by the Board under applicable SEC and NYSE rules. In addition, the Board has determined that the following three current members of the Audit Committee are each an “audit committee financial expert” as defined by SEC rules: Ms. Haugen, Mr. Larsen, and Mr. Sloan. Each member of the Audit Committee during 2025 and all current members were also determined by the Board to be independent based on applicable standards set forth in our Corporate Governance Guidelines and SEC and NYSE rules. No member of the Audit Committee may receive any compensation, consulting, advisory or other fees from the Company, other than the Board compensation described below under the "Director Compensation" section of this proxy statement, as determined in accordance with applicable SEC and NYSE rules. Pursuant to the Audit Committee Charter, members of the Audit Committee are limited to serving on no more than two other audit committees of publicly traded companies, unless the Board determines that, after its evaluation, these other commitments would not impair a member’s ability to effectively serve the Company. Compensation and Human Resource Committee The Compensation and Human Resource Committee provides general oversight of the Company’s management compensation philosophy and practices. Among other things, the Compensation and Human Resource Committee also: •Reviews and approves the compensation of the Company's executive officers, including the achievement of any applicable performance measures; •Assesses the risks associated with the Company's compensation programs, including those that apply to the Company's executive officers; •Reviews and approves executive compensation plans; •Oversees our compliance with SEC and NYSE compensation-related rules; •Reviews and approves any employment agreements, severance agreements, change-in-control agreements and special or supplementary compensation or benefits applicable to the Company's executive officers; •Reviews and approves the financial and performance metrics and targets for the Company's executive officers; and •Oversees management succession and development. The Board determined that all members of the Compensation and Human Resource Committee during 2025 were, and currently are, independent based on independence standards set forth in the Corporate Governance Guidelines which reflect NYSE rules, including those provisions specifically applying to members of compensation committees at NYSE-listed companies.

  52. Other Important Information

    | 16 | | 2026 Proxy Statement |

  53. Other Important Information

    Committee on Directors and Governance The Committee on Directors and Governance is responsible for reviewing the Board’s corporate governance practices and procedures, including compliance with the Company’s Corporate Governance Guidelines, and for making recommendations to the Board with respect to director candidates, director qualifications and committee assignments. Among other things, the Committee on Directors and Governance also: •Reviews the composition of the Board and the qualifications of persons identified as prospective directors, recommends the candidates to be nominated for election as directors, and, in the event of a vacancy on the Board, recommends any successors; •Recommends to the Board the assignment of directors to various committees of the Board; •Recommends the criteria and process to assess the Board’s performance, and oversees an evaluation of the Board based on such criteria; •Reviews the Company’s charter, bylaws and Corporate Governance Guidelines, including the Director Qualification Guidelines and independence standards, and makes any recommendations for changes, as appropriate; •Reviews and approves each related party transaction under the Company’s Related Person Transaction Policy (unless the Committee on Directors and Governance determines that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board); •Reviews and makes recommendations to the Board concerning director compensation to the Board; •Reviews the Company’s ethics and compliance programs; and •Monitors compliance with independence standards established by the Board. The Committee on Directors and Governance is authorized to engage consultants to review the Company’s director compensation program. The Board has determined that each Committee on Directors and Governance member is independent based the independence standards within the Corporate Governance Guidelines, which reflect applicable NYSE rules. Technology Committee The Technology Committee assists the Board in overseeing management’s responsibilities with respect to technology, including, artificial intelligence, product development and innovation, operational transformation and infrastructure, and other strategic technology initiatives and investments. Among other things, the Technology Committee also: •Reviews and assesses the Company’s strategies with respect to technology and innovation, including the adoption and use of artificial intelligence; •Reviews and receives updates and reports from executive management on technology strategies utilized by partners and other industry participants, including, but not limited to, their use, adoption and advancement of technology; •Reviews the Company’s strategic plans with respect to research and development for new product and service offerings; •Reviews key goals and metrics relating to the achievement of the Company’s technology and innovation strategies;

  54. Other Important Information

    | 2026 Proxy Statement | | 17 |

  55. Other Important Information

    •Reviews the Company’s engineering, product and IT organizational structures, including key talent and leadership, development center locations, and lower-cost strategies; •Evaluates evolving and emerging technological trends and developments, including how such trends and developments may impact the Company’s overall competitive position; and •Coordinates with other committees established by the Board regarding technology-related matters, including the impact of technology and artificial intelligence on financial reporting, internal controls, compliance, cybersecurity, third-party risk, and enterprise risk oversight. Risk Committee The Risk Committee assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (“ERM”) framework for the Company’s overall operational, information security, strategic, reputational, technology, cybersecurity, and other risks. Among other things, the Risk Committee also: •Oversees executive management’s overall deployment of an ERM framework and its risk measurement methodologies, including, as and when appropriate, integration of the framework into the Company’s strategic planning and capital allocation processes; •Reviews and discusses with executive management the Company’s risk identification, risk tolerance, risk assessment and management practices for enterprise risks and the Company’s compliance with and performance against those policies, procedures and standards; •Oversees and reviews and receives updates and reports from executive management on the state of: (a) the quality, adequacy and effectiveness of the Company’s data security, privacy, and technology policies, procedures, and internal controls, (b) cybersecurity and cyber incident response, and (c) business continuity and disaster recovery planning and capabilities; •Reviews reports from the Company’s chief information security officer concerning the status of the Company’s information security program and other related matters; and •Assists the Board with its oversight responsibilities for matters relating to corporate responsibility initiatives. Risk Oversight Oversight of Our Enterprise Risk Management Program Our management team is responsible for the day-to-day assessment, identification, monitoring and decision-making with regard to the risks faced by the Company. However, the Board, acting directly and through its committees, plays a key role in overseeing management's processes for identifying and addressing areas of material risk to the Company, including, but not limited to, operational, financial, cybersecurity, legal, regulatory, strategic and reputational risks. The Board and its committees actively oversee the risks inherent in our business and operations in addition to implementation risks associated with our strategic plans. In doing so, the Board obtains regular assistance and input from its committees and receives regular reports from members of the executive leadership team and other key members of management. The Risk Committee bears the primary responsibility for overseeing the Company's enterprise risk management program. Throughout the year, the Board and its committees review and discuss specific risk topics, and each committee of the Board provides periodic reports to the full Board regarding its areas of responsibility and oversight, which are described in more detail below. We believe that our Board’s active role in risk oversight supports our efforts to manage areas of material risk to the Company.

  56. Other Important Information

    | 18 | | 2026 Proxy Statement |

  57. Other Important Information

    | Board/Committee | Primary Areas of Risk Oversight | | Board | •Maintains primary oversight of strategic, operational, and financial-related risks •Discusses with executive management and other business leaders our business strategy, operations and results, as well as developments in our industry, to enable the Board to evaluate competitive and operational risks | | Audit Committee | •Oversees risks related to accounting and financial reporting, disclosure, internal control over financial reporting, legal and regulatory compliance •Oversees the management of the internal audit function | | Compensation and Human Resource Committee | •Oversees risks related to our compensation policies and practices as well as performance management, talent and succession | | Committee on Directors and Governance | •Oversees risks related to the Company's governance practices as well as the composition of the Board and committees of the Board, director independence, Board performance and refreshment •Oversees compliance with our Corporate Governance Guidelines •Oversees our ethics and compliance programs | | Risk Committee | •Oversees management’s design, implementation and maintenance of an effective enterprise risk management framework •Oversees top enterprise risks and risks associated with cybersecurity, information security, business continuity, brand and reputation, and geopolitical and country risk | | Technology Committee | •Oversees risks related to Company's strategies regarding technology and innovation, including the adoption and use of artificial intelligence •Oversees management's execution against its technology strategies and initiatives, including, with respect to talent management and research and development |

  58. Other Important Information

    At the management level, we have a Vice President of Enterprise Risk Management who reports to our Executive Vice President, General Counsel and Secretary and leads our ERM program, assisting the Board and its Risk Committee in fulfilling its objectives with respect to ERM, corporate responsibility, third-party risk management ("TPRM") and business continuity planning ("BCP"). Our Vice President of Enterprise Risk Management is responsible for developing, managing and ensuring that our formal ERM, corporate responsibility, TPRM and BCP programs are designed to identify, assess and respond to material and emerging risks and opportunities that may impact the Company's ability to achieve its strategic objectives. The Company’s ERM programs support our strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives: •Establish a standard risk framework and support policies and processes to identify, assess, respond to, and report on business risks and opportunities; •Establish clear roles and responsibilities in support of the Company’s risk management activities; •Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances; •Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to the Company’s executive leadership and Board of Directors; and •Provide relevant training to executives, managers and employees.

  59. Other Important Information

    | 2026 Proxy Statement | | 19 |

  60. Other Important Information

    Further, we have an Ethics & Compliance department, which reports to our Executive Vice President, General Counsel and Secretary and they are responsible for overseeing our global compliance programs and reporting processes and enforcing our Code of Conduct. Cybersecurity Risk Oversight The Risk Committee oversees our cybersecurity processes and policies on risk identification, management, and assessment. The Risk Committee also reviews the adequacy and effectiveness of such policies, as well as the steps taken by management to mitigate or otherwise control these cybersecurity exposures and to identify future risks. Our Chief Technology Officer and Chief Information Security Officer report regularly to the Risk Committee on cybersecurity and information security and the full Board reviews significant cybersecurity matters as appropriate. Included among the members of the Board and the Risk Committee are directors with experience in cybersecurity matters, and Board members actively engage in dialogue on the Company’s information security plans, and in discussions of improvements to the Company’s cybersecurity defenses. When the Company faces an actual or potential cybersecurity incident, the Company's established procedures dictate the appropriate notification and escalation processes which, depending on the level of severity assigned to the incident, includes notification of the Company's Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Privacy Officer, as well as with members of the Board in situations where the Company may be materially impacted by the actual or potential incident. The Board, including, if applicable, certain committees of the Board, will engage with key members of management under these circumstances to assess and manage the actual or potential incident. Compensation Risk Management

  61. Annual Equity Grant

    Annual Equity Grant Under the Program, the Committee on Directors and Governance and the Board determine the value of the annual equity grant made to non-employee directors elected at the annual meeting of stockholders. Annual equity grants made to directors vest fully one year after the grant date, subject to the director's continued service through such date. A director may elect for his or her annual equity grants to be deferred until after his or her service ends with the Company. The Program also permits prorated mid-year equity grants for non-employee directors who join our Board mid-year and in other appropriate circumstances. Mid-year equity grants generally vest on the same vesting date as the annual equity grants to full year directors. In 2025, the annual equity grant value under the Program remained unchanged at $160,000. Accordingly, on June 6, 2025, the date of the 2025 Annual Meeting, each then serving non-employee director received an annual equity grant of restricted stock units ("RSUs") valued at $160,000. Upon his appointment to the Board on March 5, 2025, Mr. Sloan received a prorated annual equity grant in accordance with the Program. Director Stock Ownership Guidelines To foster equity ownership and align our Directors' interests with those of our stockholders, the Board has adopted Stock Ownership Guidelines for our non-employee directors. Within five years of his or her appointment to the Board, each non-employee director is expected to beneficially own NCR Voyix stock equal to five times the annual retainer amount for Board service. Beneficial ownership includes shares owned outright, restricted stock, RSUs and deferred shares, and excludes stock options. As of the Record Date (as defined below), every current non-employee director was in compliance with these guidelines or within the applicable five-year grace period. Director Compensation Tables For 2025, compensation for Messrs. Kelly and Wilkinson is disclosed in the "Summary Compensation Table" in the "Executive Compensation Tables" section of this proxy statement.

  62. Annual Equity Grant

    | Compensation for 2025 ($) | | | | | | Director Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | Catherine L. Burke | 113,187 | 159,990 | — | 273,177 | | Janet Haugen | 135,000 | 159,990 | — | 294,990 | | Irv Henderson | 112,500 | 159,990 | — | 272,490 | | Kirk Larsen | 115,000 | 159,990 | — | 274,990 | | Laura Miller | 115,000 | 159,990 | — | 274,990 | | Kevin Reddy | 156,378 | 159,990 | — | 316,368 | | Laura Sen | 102,095 | 159,990 | — | 262,085 | | Jeffrey Sloan(4) | 94,571 | 198,558 | — | 293,129 |

  63. Annual Equity Grant

    (1)Shows the annual retainers earned in cash during 2025 by our non-employee directors.

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  65. Annual Equity Grant

    (2)This column reflects 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, 2025, where we explain assumptions made in valuing equity awards. (3)On June 6, 2025, Messrs. Henderson and Sloan and Mses. Burke, Miller and Sen each received grants of 14,096 RSUs, which will vest on June 6, 2026, subject to his or her continued service on the Board. Pursuant to prior elections made by Ms. Haugen and Messrs. Larsen and Reddy, they each received grants of 14,096 deferred shares on June 6, 2025, which will vest (but remain outstanding) on June 6, 2026, subject to his or her continued service. As of December 31, 2025, the following non-employee directors held vested (but outstanding) deferred shares of the Company: Ms. Haugen (12,413 deferred shares); and Mr. Larsen (48,110 deferred shares). (4)Mr. Sloan received a prorated annual cash retainer payment of approximately $6,137 and a prorated annual equity grant in the form of RSUs valued at approximately $38,568 for his partial first year of service, which vested on May 29, 2025. Under the Program, Mr. Sloan also received the applicable annual cash retainer payments and an equity award for the Board Year described above. Related Person Transactions Under its charter, the Committee on Directors and Governance 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 by (i) the Committee on Directors and Governance or (ii) all of the disinterested members of the Board (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 Committee on Directors and Governance Chair of any related person transaction of which the General Counsel becomes aware, whether as a result of reporting or otherwise. The Committee on Directors and Governance then considers each such related person transaction, unless the Committee on Directors and Governance 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 Committee on Directors and Governance 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.

  66. Annual Equity Grant

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  67. Annual Equity Grant

    Biographical Information of Our Executive Officers The Company’s executive officers are appointed by the Board and serve at the Board's discretion, holding 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.

  68. Annual Equity Grant

    | Name | Age | Position | | James G. Kelly(1) | 64 | President and Chief Executive Officer | | Brian Webb-Walsh | 50 | Executive Vice President and Chief Financial Officer | | Darren Wilson | 58 | Executive Vice President and President, Retail and Payments | | Beimnet Tadele | 47 | Executive Vice President and President, Restaurants | | Kelli Sterrett | 46 | Executive Vice President, General Counsel and Secretary | | James Wise | 42 | Chief Accounting Officer |

  69. Annual Equity Grant

    (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 internal 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. 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. 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.

  70. Annual Equity Grant

    | 24 | | 2026 Proxy Statement |

  71. Annual Equity Grant

    Beimnet "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. 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. James Wise has served as our Senior Vice President, Chief Accounting Officer since September 2025. Mr. Wise previously served as the Company’s Vice President, Assistant Controller since October 2023. Prior to that role, Mr. Wise served as the Company’s Director of Mergers & Acquisitions and Technical Accounting from October 2021 to October 2023. Between 2007 and 2021, Mr. Wise held progressively senior roles at PricewaterhouseCoopers LLP, most recently as Assurance Director. Mr. Wise holds a bachelor's degree from Auburn University and a Masters of Accounting degree from Auburn University Harbert College of Business.

  72. Annual Equity Grant

    | 2026 Proxy Statement | | 25 |

  73. Annual Equity Grant

    | 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 |

  74. Annual Equity Grant

    Proposal Details We conduct a Say on Pay vote at our annual meeting of stockholders as required by Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We currently conduct the Say on Pay vote every year. Unless our Board changes its policy, our next Say on Pay vote following the 2026 Annual Meeting of Stockholders will be held at our 2027 annual meeting of stockholders. While this vote is non-binding, our Board and its Compensation and Human Resource Committee (as referenced throughout the various sections of this Proposal 2, including the "Compensation Discussion & Analysis" section, the "Committee") highly value the opinions of our stockholders. The Committee has considered, and will continue to consider, the outcome of the Say on Pay vote as part of its annual evaluation of our executive compensation program. Please read the following "Compensation Discussion & Analysis" section as well as the tabular and narrative disclosure under the "Executive Compensation Tables" section of this proxy statement for information that is relevant and necessary to inform your vote on this proposal. How Does the Board Recommend that I Vote on this Proposal? The Board recommends that you vote, on a non-binding and advisory basis, "FOR" the approval of the compensation of NCR Voyix's executive officers disclosed in these proxy materials (as referenced throughout the various sections of this Proposal 2, including in the "Compensation Discussion and Analysis" section, the "Named Executive Officers" or "NEOs"). Properly authorized proxies received by the Board will be voted "FOR" this proposal unless they specify otherwise. Under applicable Maryland law and the Company’s charter and bylaws, an affirmative vote of the majority of all the votes cast by our Stockholders (via attendance at the virtual Annual Meeting or by proxy) is required to approve, on a non-binding and advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in these proxy materials. Holders of our Series A Convertible Preferred Stock will vote on an “as-converted” basis and will vote together as a single class with holders of our common stock. Under Maryland law, abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the approval of this proposal.

  75. Annual Equity Grant

    | 26 | | 2026 Proxy Statement |

  76. Annual Equity Grant

    Compensation Discussion & Analysis Introduction This Compensation Discussion & Analysis (“CD&A”) describes our executive compensation philosophy and program and compensation decisions made under the program for our Named Executive Officers for the fiscal year ended December 31, 2025. Our 2025 NEOs are listed below.

  77. Annual Equity Grant

    | Name | Title | | James G. Kelly(1) | President and Chief Executive Officer | | Brian Webb-Walsh | Executive Vice President and Chief Financial Officer | | Darren Wilson(2) | Executive Vice President and President, Retail and Payments | | Beimnet Tadele | Executive Vice President and President, Restaurants | | Kelli Sterrett | Executive Vice President, General Counsel and Secretary | | Name | Former Title | | David Wilkinson(3) | Former Chief Executive Officer | | Eric Schoch(4) | Former Executive Vice President and President, Retail |

  78. Annual Equity Grant

    (1)Mr. Kelly was appointed as our President and Chief Executive Officer as of February 4, 2025, and he previously served as Executive Chair of the Board from May 8, 2024 until February 4, 2025. (2)Mr. Wilson was appointed as our Executive Vice President and President, Retail and Payments as of February 11, 2025, and he previously served as our Executive Vice President and President, International from November 6, 2024 until February 11, 2025. (3)Mr. Wilkinson served as our President and Chief Executive Officer until February 4, 2025. (4)Mr. Schoch served as our Executive Vice President and President, Retail until February 11, 2025. The material terms of the compensation provided to our NEOs for 2025 are described in this CD&A section and set forth in more detail in the tabular and narrative disclosures under the "Executive Compensation Tables" section that follows, along with accompanying footnotes and narratives relating to those tables. This section also discusses our executive compensation philosophy, objectives, and design, including how and why the Committee arrived at the specific compensation policies and decisions during 2025 that involved our executive team, including our NEOs; the role of Meridian Compensation Partners ("Meridian"), the Committee’s independent compensation consultant for executive compensation matters for 2025; and the peer companies used in evaluating executive officer compensation.

  79. Additional Information and Definitions

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Pay for Performance. We structure a majority of pay to be 'at risk' to ensure alignment with key business objectives and interest of our shareholders. | | No Guaranteed Annual Salary Increases or Guaranteed Bonuses. Salary increases and bonuses are not guaranteed for our NEOs. Salaries are based on individual performance evaluations and competitive considerations, while bonuses are generally tied to performance on corporate financial and non-financial metrics that link executive and stockholder interests and drive our business priorities. | | | Independent Compensation Consultant. The Committee retains an independent compensation consultant to evaluate and advise on our executive compensation programs and practices, as well as pay mix and levels for our NEOs. | | No Compensation Plans that Encourage Excessive Risk Taking. Based on the Committee’s annual review, none of our pay practices incentivize executives or employees to engage in unnecessary or excessive risk-taking. | | | Double Trigger Benefits in the Event of a Change in Control. Equity awards do not vest in a change in control of NCR Voyix unless employment also ends in a qualifying termination or the awards are not assumed by a public company acquirer in the change in control. | | No Hedging or Pledging of NCR Voyix Securities. Our policies prohibit hedging and pledging of the Company’s equity securities as described in the "Hedging and Pledging Policy" section below. | | | Reasonable Change in Control Severance. Change in control cash severance benefits range from 2 to 2.5 times target cash pay depending upon the executive’s position and is paid solely upon a qualifying termination of employment that occurs within a specified period prior to or following the change in control. | | No Excessive Perquisites. We only offer perks that we believe make us competitive in our efforts to attract and retain highly talented executives, enhance productivity and ensure focus on critical business activities, and protect the health, safety and security of our executives. | | | Compliant Procedures for Trading of NCR Voyix Stock. We only permit executive officers to trade in NCR Voyix common stock with appropriately protective pre-clearance procedures, including pursuant to a Rule 10b5-1 trading plan. | | No Dividends or Dividend Equivalents Paid on Unvested Equity Awards. Our existing 2017 Stock Incentive Plan requires that equity awards must vest before dividends are payable. | | | Compensation Clawback Policy. We maintain an executive officer clawback policy that requires the Company to recover incentive-based compensation in the event of an accounting restatement. | | No Special Executive Pension Benefits. There are no special executive or broad-based pension benefits for any NEOs. | | | Robust Stock Ownership Guidelines. We require our executive officers to meet our guidelines, which range from one to six times salary, and to maintain the guideline ownership level after any transaction. | | No Excise Tax Gross-ups. Our NEOs are not eligible for excise tax gross-ups or tax gross-ups on any perquisites other than standard relocation benefits. | | | Reasonable Severance Practices. Severance will not be paid under the 2024 Executive Severance Plan to NEOs who voluntarily resign from Company service (other than for "good reason"), and no additional amounts will be paid unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate, necessary and appropriate to protect the interests of the Company and our stockholders. | | No Repricing Stock Options or SARs. Our existing 2017 Stock Incentive Plan prohibits repricing of stock options and stock appreciation rights without prior stockholder approval. |

  80. Additional Information and Definitions

    Role of the Independent Compensation Consultant The Committee retained and was advised by Meridian to assist with reviewing and overseeing our executive compensation programs for 2025. Meridian is a nationally recognized executive compensation consulting firm that is independent of the Company’s management and reports directly to the Committee. Pursuant to applicable SEC and NYSE rules, the Committee assessed the independence of Meridian and concluded that no conflict of interest exists that would prevent Meridian from independently representing the Committee. When making executive compensation decisions, the Committee considered the advice and recommendations of Meridian. NEOs are not present when the Committee and Meridian discuss their compensation. As the Committee’s independent compensation consultant, Meridian has an important role in our compensation program and provides the Committee with objective, expert analyses, independent advice, and comparative data on executive and director compensation. The Committee is responsible for appointing, compensating, retaining, and overseeing the work performed by its compensation consultant. A senior representative from Meridian generally attends Committee meetings, participates in executive sessions of the Committee without management present, and communicates directly with the Committee Chair and other Committee members outside of meetings. Peer Group The Committee reviews our peer group at least annually. While determining the appropriate composition of our peer group, the Committee considers companies that are reasonably representative of those with whom we compete for executive talent and those who are similar to us based on a number of criteria, including size and industry focus. Although the Committee reviews the compensation peer group annually, the Company's peer group is not necessarily changed each year. Following its annual review in May 2024 and in consultation with Meridian, the Committee made changes to the Company's peer group for purposes of setting 2025 compensation levels. The changes to the compensation peer group were driven by the Company’s completed spin-off of NCR Atleos Corporation and the shift in the Company’s primary focus towards competing in the payments and technology industries. The companies comprising our compensation peer group were as follows:

  81. Additional Information and Definitions

    | Element | Key Features | | Base Salary | •Fixed cash compensation reflective of the competitive market for similar positions as well as individual skills, experience, abilities and performance •Reviewed and adjusted to maintain market competitiveness •Increases are not automatic or guaranteed | | Annual Management Incentive Plan ("MIP") | •Rewards short-term performance •Awarded in variable cash compensation based on company financial measures (Adjusted EBITDA and Revenue) as well as strategic scorecard metrics (percentage of recurring revenue, customer net promoter score, and employee satisfaction score) | | Long-Term Incentive Program ("LTIP") | •Rewards long-term performance, drives long-term growth, aligns interest with stockholders, and promotes a culture of ownership and accountability •Awarded in the form of 50% Time-Based Restricted Stock Units (TB-RSUs) and 50% Performance-Based Restricted Stock Units (PB-RSUs) •PB-RSUs are based 50% on Pro Forma Free Cash Flow metrics and 50% on rTSR metrics |

  82. Additional Information and Definitions

    Pay elements that are considered “at risk” or contingent upon corporate performance are noted in the charts below. The Committee believes that the executive compensation design that it established creates an incentive to achieve our goals (short- and long-term) and aligns the interests of our NEOs with those of our stockholders. For Mr. Kelly, 90% of his 2025 target total compensation is considered at risk, which includes a base salary of $700,000, a target 2025 MIP award of $875,000, and a target 2025 equity award of $5,425,000 (consisting of 50% TB-RSUs and 50% PB-RSUs). The percentage of target total compensation that is directly linked to the performance of the Company for our NEOs, excluding our former executives, Mr. Wilkinson and Mr. Schoch, averaged 77% for 2025.

  83. 2025 Target Total Direct Compensation Pay Mix

    At the beginning of the performance year, the Committee establishes an annual cash incentive plan target for our executive officers as a percentage of base salary based on market pay ranges and positioning within the senior leadership team. The 2025 MIP target bonus opportunities for our NEOs were as follows:

  84. 2025 Target Total Direct Compensation Pay Mix

    | 2025 Management Incentive Plan Target Opportunity (% of Salary) | | | NEO | Target MIP(1) | | James G. Kelly(2) | 125% | | Brian Webb-Walsh | 100% | | Darren Wilson | 100% | | Benny Tadele | 100% | | Kelli Sterrett | 100% | | David Wilkinson | 150% | | Eric Schoch | 100% |

  85. 2025 Target Total Direct Compensation Pay Mix

    (1)Individual MIP payout is capped at 200% of target. (2)Effective as of February 4, 2025, Mr. Kelly's MIP target was increased from 100% to 125% in connection with his appointment as President and Chief Executive Officer. 2025 MIP Objectives and Weightings Awards under our 2025 MIP were calculated based on the achievement of corporate and strategic goals that tie payouts directly to key measures of our overall business performance. Further details regarding how the Company defines the below metrics can be found in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section. •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 2025 MIP 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 2025 MIP 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 strategic objectives. For 2025, the strategic scorecard metrics and the weighting assigned to each metric were as follows: (i) percentage of recurring revenue (10%); (ii) customer net promoter score (5%); and (iii) employee satisfaction score (5%).

  86. 2025 Target Total Direct Compensation Pay Mix

    Each financial metric 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). 2025 Performance Objectives and Results Each year, the Committee sets rigorous performance targets for our MIP based on our business strategy, alignment with stockholder interests, the annual financial plan, performance history, and industry outlook. The Committee established the following performance objectives for the 2025 MIP: •Adjusted EBITDA Target: $475 million •Revenue Target: $2,859 million •Strategic Scorecard Targets: The targets are based on expected improvement over the prior year's results, which are designed to be challenging but achievable. We do not disclose the threshold, target or actual values for each of the strategic scorecard metrics, the disclosure of which could result in competitive harm to the Company. The Committee approved the threshold, target and maximum funding levels for the 2025 MIP 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 MIP objective must be achieved before any payment will be made with respect to it. In no event can funding levels exceed 200%. Adjusted EBITDA achieved by the Company for 2025 was $425 million, which was below the threshold MIP objective of $428 million as shown in the table below. This resulted in 0% funding for the Adjusted EBITDA objective under the 2025 MIP. Revenue achieved by the Company for 2025 was $2,687 million, which was below the threshold of $2,716 million. This resulted in 0% funding for the Revenue objective under the 2025 MIP. Based on the Committee’s evaluation, the Strategic Scorecard component under the 2025 MIP was achieved at 102% of target. Based on achievement of each of our 2025 MIP objectives, as shown below, the 2025 MIP was achieved at 20.4% of target. However, in light of the Company not achieving threshold performance for either of the primary financial objectives (Adjusted EBITDA and Revenue), the Committee determined that the key financial strategic objectives of the 2025 MIP were not achieved and utilized the negative discretion provided for under the plan to establish a zero-dollar payout.

  87. 2025 Target Total Direct Compensation Pay Mix

    | 2025 MIP Objectives and Performance Results | | | | | | | | | | | Modifier Range | | | Performance Results | Weighted Metric Results | Total | | | Weight | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | | | | | Adjusted EBITDA(1) | 50% | $428M | $475M | $523M | $425M | —% | 0% | | Revenue(1) | 30% | $2,716M | $2,859M | $3,002M | $2,687M | —% | | | Strategic Scorecard | 20% | —% | —% | —% | —% | 20.4% | | | Negative Adjustment | | | | | | (20.4%) | |

  88. 2025 Target Total Direct Compensation Pay Mix

    (1)The Adjusted EBITDA and Revenue targets are shown after constant currency, certain unplanned items, 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." In recognition of the complexity of, and management's successful execution against, certain 2025 activities related to the restructuring and transition of the Company's legacy hardware business to an outsource design with Ennoconn Corporation, the Committee considered and approved a one-time bonus of $100,000 for each of the Company's current NEOs, excluding the Chief Executive Officer, who did not receive any bonus. 2025 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 the Company performance and the long-term interests of our stockholders. In February 2025, the Committee approved the structure of the 2025 LTIP annual awards, composed of 50% Time-Based Restricted Stock Units ("TB-RSUs") and 50% Performance-Based Restricted Stock Units ("PB-RSUs") and a target grant value for each of our executive officers. The Committee believes the balance of time-based and performance-based equity incentivizes performance in support of the Company's long-term strategy and promotes retention. The 2025 TB‑RSUs vest in equal annual installments over three years. The 2025 PB‑RSUs, to the extent earned, will cliff vest on March 3, 2028, with vesting based 50% on our TSR performance from January 1, 2025 through December 31, 2027 relative to the TSR for the companies in the S&P 600 Information Technology Index over the same period, and 50% on our achievement of Pro Forma Free Cash Flow during the performance period from January 1, 2025 through December 31, 2027.

  89. 2025 Long-Term Incentive Plan

    2025 Long-Term Incentive Plan

  90. 2025 Long-Term Incentive Plan

    | 2026 Proxy Statement | | 37 |

  91. 2025 PB-RSU Relative TSR Performance and Payout Levels

    2025 PB-RSU Relative TSR Performance and Payout Levels

  92. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | Performance Level | Relative TSR Percentile Rank | Payout(1) | | Maximum | Greater than or equal to 80th Percentile | 200% | | Target | 55th Percentile | 100% | | Threshold | 25th Percentile | 50% | | Minimum | Below 25th Percentile | —% |

  93. 2025 PB-RSU Relative TSR Performance and Payout Levels

    (1)Performance between levels is linearly interpolated. The following table sets forth the target value and the accounting grant date fair values of the 2025 LTIP awards made to our NEOs.

  94. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | 2025 Annual Long-Term Incentive Plan Target | | | | | NEO | LTIP Target Value | Shares | ASC 718 Value(1) | | James G. Kelly | $5,425,000 | 522,136 | $5,712,168 | | Brian Webb-Walsh | $2,000,000 | 192,492 | $2,105,862 | | Darren Wilson | $1,250,000 | 120,308 | $1,316,170 | | Benny Tadele | $1,000,000 | 96,246 | $1,052,931 | | Kelli Sterrett | $1,000,000 | 96,246 | $1,052,931 | | David Wilkinson | — | — | — | | Eric Schoch | — | — | — |

  95. 2025 PB-RSU Relative TSR Performance and Payout Levels

    (1)This column shows the valuation of the TB-RSUs and PB-RSUs granted to all NEOs in 2025 pursuant to the 2025 LTIP, as determined in accordance with FASB ASC Topic 718. The number of shares of the Company's common stock, comprising of the TB-RSUs and PB-RSUs, is determined by dividing the target value of the 2025 LTIP awards shown in the “LTIP Target Value” column by the closing price of the Company's common stock on the date of grant of $10.39 per share. The difference in value between the target value of the 2025 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 2025 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 $10.39 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 $10.39, 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 $11.49 per share.

  96. 2025 PB-RSU Relative TSR Performance and Payout Levels

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  97. 2025 PB-RSU Relative TSR Performance and Payout Levels

    Other Benefits and Perquisites Our U.S.-based NEOs, like our other full-time salaried U.S. employees, 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 United Kingdom-based NEO is provided with comparable retirement, health and welfare programs. Our NEOs are also 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 $15,000 per year, an annual executive physical exam, Company-paid life insurance premiums, and 401(k) or comparable retirement plan contributions for NEOs based outside the U.S. We do not provide tax reimbursements (or tax gross-ups) with the exception of those provided in limited cases in connection with relocations required by the Company, which are generally also provided to non-executive employees. Agreements with Our Named Executive Officers Messrs. Kelly, Webb-Walsh, Wilson, Tadele, and Ms. Sterrett have agreements with the Company that generally set forth, among other things, their initial base salaries, target bonus opportunities and target equity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect ordinary-course compensation changes or promotions. Messrs. Wilkinson and Schoch each entered into a separation agreement with the Company that detailed certain key terms with respect to their separations 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 time-based equity-based incentive awards will vest in full upon a “Qualifying Termination” (as defined in the 2024 Executive Severance Plan, provided that in determining whether a Qualifying Termination has occurred, “Good Reason” will have the meaning given to such term in Mr. Kelly’s letter agreement), and all performance-based equity incentive awards will vest at the conclusion of the applicable performance period based on the Company’s actual performance during the applicable performance period. 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 for three (3) years post-termination, non-solicitation and non-compete covenants. Mr. Kelly’s equity awards are each governed by the terms of the applicable award agreements and the terms of the 2017 Stock Incentive Plan.

  98. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | 2026 Proxy Statement | | 39 |

  99. 2025 PB-RSU Relative TSR Performance and Payout Levels

    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. 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, if his employment is terminated other than for Cause or if he resigns for Good Reason (as each such term is defined in his letter agreement), Mr. Webb-Walsh’s unvested sign-on equity awards will vest immediately, and he will be entitled to separation benefits described in the 2024 Executive Severance Plan, as applicable. Mr. Webb-Walsh’s equity awards are each governed by the terms of the applicable award agreements and the terms of the 2017 Stock Incentive Plan. Darren Wilson. Mr. Wilson entered into a Statement of Terms & Conditions of Employment ("Employment Contract") on November 1, 2024 in connection with his position as the Company's Executive Vice President and President, International. Mr. Wilson's employment contract describes his initial salary, benefits, sign-on equity grant, incentive opportunities and awards and certain other benefits and related items, including, noncompete and other restrictive covenants. In connection with his appointment as the Company's Executive Vice President and President, Retail and Payments, Mr. Wilson and the Company amended his Employment Contract on February 9, 2025 to increase his annual base salary and establish a new LTIP equity award target for 2025. All other terms of his Employment Contract, executed on November 1, 2024, remained in effect. Mr. Wilson is entitled to separation benefits described in the 2024 Executive Severance Plan. Beimnet Tadele. Mr. Tadele's December 8, 2023 letter agreement describes his initial salary, incentive opportunities and awards, and his sign-on bonus and equity awards, benefit plan participation and related items including noncompete and other restrictive covenants. Mr. Tadele is entitled to separation benefits described in the 2024 Executive Severance Plan. Kelli Sterrett. Ms. Sterrett's July 26, 2023 letter agreement describes her initial salary, incentive opportunities and awards, and her sign-on equity award, 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 (as each such term is defined in her letter agreement), 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. 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. Mr. Wilkinson’s employment agreement was amended on March 13, 2024 to incorporate the 2024 Executive Severance 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

  100. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | 40 | | 2026 Proxy Statement |

  101. 2025 PB-RSU Relative TSR Performance and Payout Levels

    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 for each month that Mr. Wilkinson provided 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. On February 11, 2025, Mr. Schoch departed from his role as Executive Vice President and President, Retail and transitioned to a non-executive, 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. Subsequent to this transition, Mr. Schoch left the Company in May 2025. In connection with his departure in May 2025, Mr. Schoch and the Company entered into a separation and release agreement on April 7, 2025, which confirmed his severance benefits and post-termination obligations under his employment agreement, the 2024 Executive Severance Plan and the agreements governing his outstanding equity awards, consistent with a termination without cause pursuant to such plans and agreements. 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 manner and that our executives remain focused on maximizing 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. Tax gross-ups are not provided 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 with 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.

  102. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | 2026 Proxy Statement | | 41 |

  103. 2025 PB-RSU Relative TSR Performance and Payout Levels

    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. Hedging and Pledging Policy The Company has adopted an insider trading policy and program applicable to the Company's directors, officers and employees, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the New York Stock Exchange listing standards. The foregoing summary of the Company's insider trading policy does not purpose to be complete and is qualified in its entirety by reference to the full text thereof attached as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our Insider Trading Policy incorporates the Company’s prohibitions against hedging, pledging and related transactions. The Insider Trading Policy applies to all officers, directors and employees (including temporary employees) of the Company and its subsidiaries, as well as certain family members of, and individuals who live in the same household as, are financially dependent on, or whose transactions (including transactions by an entity) in the Company’s securities are directed by or subject to the influence or control of, any such person. In order to restrict covered persons from engaging in transactions that hedge or offset, or are designed to hedge or offset, fluctuations in the market value of NCR Voyix equity securities, our Insider Trading Policy prohibits covered persons from directly or indirectly engaging in hedging activities or transactions of derivative securities of the Company at any time. In addition, because a margin or foreclosure sale may occur at a time when individuals are in possession of material nonpublic information or otherwise are not permitted to trade in NCR Voyix securities, our directors, executive officers and designated restricted employees are prohibited from taking margin loans where NCR Voyix securities are used, directly or indirectly, as collateral for the loan. Such individuals are also prohibited from pledging NCR Voyix securities as collateral for a loan. Stock Ownership Requirements Our Board has adopted stock ownership guidelines for our executive leadership team to foster equity ownership and align the interests of our executive leadership team with those of our stockholders. Within five years of initial appointment to the position, each executive officer is expected to beneficially own Company shares having an aggregate value at least equal to: •For the Chief Executive Officer: equal to six times base salary •For all other NEOs: equal to three times base salary Shares that count towards satisfaction of the stock ownership levels include shares owned personally, unvested TB-RSUs, and stock acquired through our Employee Stock Purchase Plan. Unearned PB-RSUs and unexercised stock options (vested and unvested) do not count toward the minimum ownership levels. Newly hired or promoted executives have five years to reach their ownership levels. Each of our NEOs was within the five-year grace period or was in compliance with the stock ownership guidelines as of the Record Date of the Annual Meeting.

  104. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | 42 | | 2026 Proxy Statement |

  105. 2025 PB-RSU Relative TSR Performance and Payout Levels

    Compensation Committee Interlocks and Insider Participation None of our Compensation and Human Resource Committee members during 2025 have served as an officer or employee of the Company or any of its subsidiaries or have had or have any relationships with the Company required to be disclosed by Regulation S-K Item 404. In addition, none of our executive officers have served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on the Board or Compensation and Human Resource Committee during 2025. Compensation Clawback Policy The Company adopted an updated clawback policy in 2023 to comply with NYSE rules that track the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This policy generally provides that short-term and long-term incentive-based awards provided to our executive officers, including our NEOs, that are granted, vested or paid based on the achievement of a financial reporting measure (“covered compensation”), will be subject to clawback (forfeiture or repayment) subject to certain limited regulatory exceptions, as directed by the Committee, if: •There is an accounting restatement of the Company’s financial statements, and •The amount of covered compensation granted, vested or paid to the executive officer exceeds the amount of covered compensation that otherwise would have been granted, vested or paid to the executive officer had such compensation been determined based on the applicable restatement. The clawback obligation is irrespective of any finding of misconduct by any current or former executive officer. This policy applies to all incentive-based compensation (including cash bonus payments) received by our current and former executive officers on or after October 2, 2023, which is the effective date specified in the NYSE listing standards. Tax Considerations Section 162(m) of the Internal Revenue Code places a $1.0 million limit on the amount of compensation we can deduct in any tax year on compensation paid to a “covered employee,” which includes our NEOs. The Committee considers many factors in the design of the Company's compensation programs, including, among other things, tax and accounting rules and regulations. Although the Committee may consider the impact of Section 162(m) as a factor in the design of the Company's compensation programs, this consideration will not necessarily limit compensation to only amounts that are deductible by the Company under Section 162(m). 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.

  106. 2025 PB-RSU Relative TSR Performance and Payout Levels

    | 2026 Proxy Statement | | 43 |

  107. 2025 PB-RSU Relative TSR Performance and Payout Levels

    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.

  108. The Compensation and Human Resource Committee

    | Overview of 2026 Program | | | Management Incentive Plan ("MIP") | Metrics for the 2026 MIP: •Adjusted EBITDA weighted at 50% •Revenue weighted at 30% •Strategic Scorecard weighted at 20% ◦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 2026 LTIP Mix: •50% PB-RSUs with 3-year cliff vesting •50% TB-RSUs with 3-year ratable vesting | | | Metrics for 2026 PB-RSUs: •50% of PB-RSUs: Pro Forma Free Cash Flow •50% of PB-RSUs: rTSR with Peer Group S&P 600 Information Technology |

  109. 2026 MIP Metrics

    2026 MIP Metrics

  110. 2026 LTIP Mix

    2026 LTIP Mix

  111. 2026 LTIP Mix

    | 2026 Proxy Statement | | 45 |

  112. 2026 LTIP Mix

    Executive Compensation Tables These Executive Compensation Tables use capitalized terms, certain of which are defined in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section of this proxy statement, including certain terms used with respect to the metrics established for the Company’s incentive plans. 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, 2025, December 31, 2024, and December 31, 2023.

  113. 2026 LTIP Mix

    | Summary Compensation Table for 2025 ($) | | | | | | | | | | 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) | All Other Compensation (h)(4) | Total (i) | | James G. Kelly President and Chief Executive Officer (Former Executive Chair) | 2025 | $681,539 | $0 | $5,712,168 | — | — | $27,405 | $6,421,112 | | | 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 | 2025 | $550,000 | $100,000 | $2,105,862 | — | — | $32,130 | $2,787,992 | | | 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 | | Darren Wilson Executive Vice President and President, Retail and Payments | 2025 | $584,791 | $100,000 | $1,316,170 | — | — | $67,283 | $2,068,244 | | Benny Tadele Executive Vice President and President, Restaurants | 2025 | $485,769 | $100,000 | $1,052,931 | — | — | $27,454 | $1,666,154 | | Kelli Sterrett Executive Vice President, General Counsel & Secretary | 2025 | $500,000 | $100,000 | $1,052,931 | — | — | $14,882 | $1,667,813 | | | 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 | 2025 | $98,462 | — | — | — | — | $4,223,333 | $4,321,795 | | | 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 | | Eric Schoch Former Executive Vice President and President, Retail | 2025 | $192,308 | — | — | — | — | $1,521,542 | $1,713,850 | | | 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 |

  114. 2026 LTIP Mix

    | Option Exercises and Stock Vested Table - 2025 | | | | | | | | | NEO | Number of Shares Acquired on Exercise | Value Realized of NCR Atleos Shares on Exercise ($) (3) | 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 | — | — | 26,731 | — | $258,756 | — | $258,756 | | Brian Webb-Walsh | — | — | 27,012 | — | $261,476 | — | $261,476 | | Darren Wilson | — | — | 19,561 | — | $223,191 | — | $223,191 | | Benny Tadele | — | — | 17,095 | — | $178,373 | — | $178,373 | | Kelli Sterrett | — | — | 29,620 | — | $319,485 | — | $319,485 | | David Wilkinson | 125,215 | 909,636 | 106,599 | 15,840 | $1,086,229 | $459,360 | $1,545,589 | | Eric Schoch | — | — | 78,969 | — | $837,217 | — | $837,217 |

  115. 2026 LTIP Mix

    | 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 | 3,937,500 | 3,150,000 | — | — | — | | Pro rata Bonus(4) | 875,000 | 875,000 | 875,000 | — | — | | Equity Awards(5),(6),(7) | 7,752,306 | 2,509,307 | 7,752,306 | — | — | | Welfare Benefits(8) | 62,286 | 62,286 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 12,677,092 | 6,646,593 | 8,627,306 | — | — | | 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) | 5,738,755 | 2,744,152 | 5,738,755 | — | — | | Welfare Benefits(8) | 41,546 | 41,546 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 8,580,301 | 5,035,698 | 6,288,755 | — | — |

  116. 2026 LTIP Mix

    | 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 | | Darren Wilson | | | | | | | Cash Severance | 2,398,384 | 1,199,192 | — | — | — | | Pro rata Bonus(4) | 599,596 | 599,596 | 599,596 | — | — | | Equity Awards(5),(6),(7) | 2,157,820 | 577,148 | 2,157,820 | — | — | | Welfare Benefits(8) | 1,086 | 1,086 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 5,206,886 | 2,427,022 | 2,757,416 | — | — | | Benny Tadele | | | | | | | Cash Severance | 2,000,000 | 1,000,000 | — | — | — | | Pro rata Bonus(4) | 500,000 | 500,000 | 500,000 | — | — | | Equity Awards(5),(6),(7) | 2,322,673 | 878,161 | 2,322,673 | — | — | | Welfare Benefits(8) | 62,286 | 62,286 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 4,934,959 | 2,490,447 | 2,822,673 | — | — | | Kelli Sterrett | | | | | | | Cash Severance | 2,000,000 | 1,000,000 | — | — | — | | Pro rata Bonus(4) | 500,000 | 500,000 | 500,000 | — | — | | Equity Awards(5),(6),(7) | 3,173,669 | 1,248,406 | 3,173,669 | — | — | | Welfare Benefits(8) | 19,268 | 19,268 | — | — | — | | Outplacement | 50,000 | 50,000 | — | — | — | | Total Benefits Payable upon Termination | 5,742,937 | 2,817,674 | 3,673,669 | — | — |

  117. 2026 LTIP Mix

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | 2025 (For Second PEO) | 2025 (For Third PEO) | 2025 (Average For Non- PEO NEOs) | | Summary Compensation Table Total | $4,321,795 | $6,421,112 | $1,980,811 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $0 | ($5,712,168) | ($1,105,579) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $0 | $5,124,846 | $991,904 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($676,428) | ($1,539,362) | ($1,028,142) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | $0 | | (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 | ($6,660,087) | $0 | ($478,626) | | (Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($2,392,012) | ($111,201) | ($210,635) | | Compensation Actually Paid | ($5,406,732) | $4,183,227 | $149,733 |