DEF 14A of NCR Voyix Corp
Filed Apr 17, 2024 · FY20230001140361-24-020337
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 62 INDEPENDENT CHAIR SINCE: 2023 | JAMES G. KELLY James Kelly has served as the independent Chairman of our Board of Directors since October 2023. He 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 EVO Payments International from 2012 to 2018. Before joining EVO, Mr. Kelly held several leadership roles at Global Payments from 2001 to 2010, including President and Chief Operating Officer from 2006 to 2010 and Senior Executive Vice President and Chief Financial Officer from 2000 to 2005. Prior to joining Global Payments, Mr. Kelly served as a managing director of Alvarez & Marsal, a leading global professional services firm, and as a manager of Ernst & Young’s mergers and acquisitions and audit groups. Mr. Kelly currently serves on the advisory boards of Madison Dearborn Partners, Broad Sky Partners and New Mountain Capital and is a member of the board of directors of MoneyGram International Inc. and Great Gray Trust Company. He also serves on the National Commercial Fishing Safety Advisory Committee of the U.S. Department of Homeland Security. Mr. Kelly holds a bachelor’s degree from the University of Massachusetts, Amherst. OTHER PUBLIC COMPANY BOARDS: None QUALIFICATIONS: Mr. Kelly’s qualifications include his extensive experience in senior leadership roles in publicly held companies including EVO and Global Payments; his significant experience in financial services and technology industries; his experience leading companies in operational, financial and strategic matters; and his independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 51 DIRECTOR SINCE: 2023 | DAVID WILKINSON David Wilkinson is our Chief Executive Officer, a position he has held since October 2023. Most recently, he served as Executive Vice President and President of NCR Commerce since December 2022, and was responsible for creating and executing the Company’s overall vision and strategy for the retail and restaurant industries. Mr. Wilkinson first joined NCR Corporation in November 2010 and has overseen the Company’s sales and retail operations in various roles as vice president, senior vice president and President of NCR Retail. Before joining NCR Corporation, Mr. Wilkinson held various leadership positions with Avaya, Nortel and Verizon. He is a member of the Board of Trustees for the NCR Foundation, a board member for Junior Achievement of Georgia and serves on the board of directors of the National Retail Federation. OTHER PUBLIC COMPANY BOARDS: None QUALIFICATIONS: Mr. Wilkinson’s qualifications include his extensive experience and expertise in our business, drawing on his 13-year senior leadership tenure at NCR Corporation. He has nearly 30 years of experience helping IT and telecom companies expand beyond their traditional business models. He has a proven track record of growing existing business models as well as innovating new ones to fill strategic gaps and accelerate profitability. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 48 INDEPENDENT DIRECTOR SINCE: 2019 NCR VOYIX COMMITTEES: Committee on Directors and Governance (Chair), Risk Committee | CATHERINE L. BURKE Catherine L. Burke (“Katie”) has served on our Board of Directors since September 2019. She is the Founder and Principal of Fall Creek Advisors where she serves as a counselor to a wide range of leaders, chief executive officers and investors. Ms. Burke serves as a member of the U.S. Advisory Board of CVC Capital Partners and is a Senior Advisor to Daniel J. Edelman Holdings, Inc. (“DJE Holdings”). Ms. Burke previously served as Vice Chairman and Chief Corporate Strategy Officer of DJE Holdings, the parent company of consulting firms Edelman, ZENO, Edelman Smithfield, Revere, Salutem and Edible. She joined Edelman in 2008 and has served in a variety of executive roles at the firm including Chief Corporate Strategy Officer, Global Chairman of Public Affairs, Global President of Practices and Sectors, and Executive Vice President of Public Affairs. Between 2014 and 2016, Ms. Burke served as Executive Vice President of Marketing and Communications at Nielsen Holdings plc and founded and managed a consulting firm, Katie Burke Communications, until she returned to Edelman in 2017. Ms. Burke previously served on the board of directors of Black Knight, Inc. through the successful acquisition of the company by Intercontinental Exchange, Inc in September 2023. OTHER PUBLIC COMPANY BOARDS: None QUALIFICATIONS: Mrs. Burke’s qualifications include her extensive experience and senior leadership roles in corporate strategy and operations; her domestic and international experience in government affairs, public affairs and corporate affairs; her financial literacy; her public company board experience; and her independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 65 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Audit Committee (Chair), Compensation and Human Resources Committee | Janet Haugen Janet Haugen joined our Board of Directors in October 2023. Ms. Haugen is the former Senior Vice President and Chief Financial Officer of Unisys Corporation (“Unisys”), a global information technology company, a role which she held from April 2000 to November 2016. She also held positions as Vice President, Controller and Interim Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining Unisys, she held positions at Ernst & Young from 1980 to 1996, including as an audit partner from 1993 to 1996. Ms. Haugen has served on the board of directors of Juniper Networks, Inc., a provider of high-performance networking and cybersecurity solutions, since May 2019 and as chair of the audit committee since February 2020. Ms. Haugen has served as a director and member of the audit committee of Bentley Systems, Incorporated., a software development company, since September 2020, and as lead independent director since December 2021 and as chair of the sustainability committee since March 2021. She is also a member of the board of directors and audit committee chair of Central Square Technologies. From 2018 to 2021, she served on the board of directors, as audit committee chair and as a member of the compensation committee of Paycom Software, Inc., a provider of comprehensive, cloud-based human capital management software. She also served on the board of directors and was chair of the audit committee of SunGard Data Systems Inc., a software and services company, from 2002 to 2005. She earned her bachelor’s degree in economics from Rutgers University. OTHER PUBLIC COMPANY BOARDS: Juniper Networks, Inc.; Bentley Systems, Inc. QUALIFICATIONS: Ms. Haugen’s qualifications include her extensive leadership experience; financial literacy and expertise; her current and prior public company board and committee experience; her broad industry experience; and her independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 54 INDEPENDENT DIRECTOR SINCE: 2024 NCR VOYIX COMMITTEES: None (New Board Member) | IRV HENDERSON Irv Henderson joined our Board of Directors in March 2024. Mr. Henderson is the Chief Executive Officer and Founder of KonstructIQ Inc., a developer of a comprehensive financial management system designed for construction projects, which simplifies invoice management and payments through an all-in-one interface, ensuring control over the entire payments workflow. Mr. Henderson formerly served as Executive Vice President and Chief Digital Officer 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 Co-Founder and Chief Executive Officer 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. OTHER PUBLIC COMPANY BOARDS: None QUALIFICATIONS: Mr. Henderson’s qualifications include his extensive leadership experience; background in technology and point-of-sale software, combined with his software development experience and retail and restaurant industry experience; and his independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 52 INDEPENDENT DIRECTOR SINCE: 2019 NCR VOYIX COMMITTEES: Compensation and Human Resources Committee (Chair), 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. OTHER PUBLIC COMPANY BOARDS: None QUALIFICATIONS: Mr. Larsen’s qualifications include his significant experience in leadership roles in publicly held technology companies; his expertise in mergers and acquisitions, technology and software; his financial literacy and expertise; and his independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 59 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Risk Committee (Chair), Audit Committee | LAURA MILLER Laura Miller joined our Board of Directors in October 2023. Ms. Miller has served as Executive Vice President and Chief Information Officer of Macy’s, Inc. (“Macy’s”) since 2021. As CIO of Macy’s, her responsibilities include strategy, execution, operations, enterprise data and analytics, and cybersecurity for three brands in more than 650 locations. Prior to joining Macy’s, Ms. Miller was with InterContinental Hotels Group PLC (IHG) from 2013 to January 2020, where she held the role of Global Chief Information Officer. Prior to joining IHG, Ms. Miller was Senior Vice President, Financial Services Application Development for First Data Corporation, where she led several transformational initiatives to rearchitect the global business model to deliver operational and financial improvements. Ms. Miller currently serves on the Supervisory Board of Ahold Delhaize, one of the world's largest food retail groups and a leader in supermarkets and e-commerce. She previously served on the board and as chair of the technology committee of EVO Payments, Inc., a global merchant acquirer and payment processor, and on the board of 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: None QUALIFICATIONS: Ms. Miller’s qualifications include her leadership experience as well as her extensive expertise in technology and cybersecurity matters. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 66 INDEPENDENT DIRECTOR SINCE: 2023 NCR VOYIX COMMITTEES: Compensation and Human Resource Committee, Committee on Directors and Governance | KEVIN REDDY Kevin Reddy joined our Board of Directors in October 2023. Since 2016, Mr. Reddy has served as Managing Partner of Reddy Enterprises, providing advisory and management consulting services to distinguished investment funds. Mr. Reddy previously served as Chief Executive Officer of Noodles & Company from 2006 to 2016. He became a member of its Board of Directors in 2006 and served as Chairman of the board from 2008 to 2016. Under his leadership, Noodles & Company held a successful initial public offering in 2013 and grew to more than 450 restaurants and in excess of 10,000 team members during his tenure. Prior to joining Noodles & Company, he was the Chief Operating Officer and Restaurant Support Officer for Chipotle Mexican Grill and was instrumental in designing and building the infrastructure, team and culture to propel Chipotle from 11 locations to almost 500. Mr. Reddy currently serves on the Board of Directors of K-MAC Enterprises Inc., a leading YUM! franchisee, operating over 300 Taco Bell restaurants in Arkansas, Missouri, Oklahoma, and Texas. He is an advisory board member of Fusion Education Group and Citation. Mr. Reddy also serves as a Senior Operating Partner to a prestigious sovereign wealth fund and several early stage innovative technology companies. OTHER PUBLIC COMPANY BOARDS: None QUALIFICATIONS: Mr. Reddy’s qualifications include his leadership skills, extensive experience in the restaurant industry, and his independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| AGE: 67 INDEPENDENT DIRECTOR SINCE: 2022 NCR VOYIX COMMITTEES: Risk Committee, Audit Committee | LAURA SEN Laura Sen has been a member of our Board of Directors since May 2022. She most recently served as the Non-Executive Chairman of the board of directors of BJ’s Wholesale Club, Inc. (“BJ’s”), a membership-only warehouse chain, from January 2016 to April 2018, and was Chief Executive Officer of BJ’s from 2009 to 2016. She served as BJ’s Chief Operating Officer from 2008 to 2009 and served as BJ’s Executive Vice President of Merchandising and Logistics from 2007 to 2008. From 2003 to 2006, Ms. Sen was the Principal of Sen Retail Consulting, advising companies in the retail sector in the areas of merchandising and logistics. Ms. Sen is a member of the board of directors of Burlington Stores, Inc., where she serves on the audit committee. Ms. Sen is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held company. Ms. Sen previously served as a director of EMC Corporation, rue21, inc., Abington Savings Bank and the Federal Reserve Bank of Boston. OTHER PUBLIC COMPANY BOARDS: Burlington Stores, Inc. QUALIFICATIONS: Ms. Sen’s qualifications include her current and prior experience as a director of other public companies; her significant leadership and management experience in leading a growth company and serving on boards of significant companies in the retail industry; her financial expertise; and her independence. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| • | has not received compensation, consulting, advisory or other fees from the Company, other than director compensation and expense reimbursement or compensation for prior service that is not contingent on continued service for the past five years; and |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| • | evaluates executive officer performance levels and determines their base salaries, incentive awards and other compensation; |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| • | reviews and approves executive officer employment, severance, change in control and similar agreements and plans; |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| • | recommends to the Board the principles of director compensation and compensation to be paid to directors, and reviews and makes recommendations to the Board concerning director compensation; |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| Compensation for 2023 ($) | | | | | | Director Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | Gregory Blank | 106,634 | 225,077 | — | 331,711 | | Catherine L. Burke | 109,535 | 225,077 | — | 334,612 | | Janet Haugen | 28,479 | 147,235(3) | — | 175,714 | | James G. Kelly | 64,342 | 147,235(3) | — | 211,577 | | Georgette Kiser | 109,534 | 225,192 | — | 334,726 | | Kirk Larsen | 125,084 | 225,310 | — | 350,394 | | Laura Miller | 22,151 | 147,235(3) | — | 169,386 | | Kevin Reddy | 20,568 | 147,235(3) | — | 167,803 | | Laura Sen | 114,551 | 225,077 | — | 339,628 | | Mark Begor | 76,919 | 225,012 | — | 301,931 | | Deborah Farrington | 80,500 | 225,013 | — | 305,513 | | Martin Mucci | 80,625 | 225,013 | — | 305,638 | | Joseph Reece(4) | 178,778 | 475,034(4) | 350,001(5) | 1,003,813 | | Glenn Welling | 80,670 | 225,013 | — | 305,683 | | Frank Martire(6) | — | — | 534,346 | 534,346 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| (1) For non-employee directors, this column shows annual retainers earned in cash, or at the director’s election in shares of NCR Voyix Common Stock or RSUs in lieu of cash in 2023. Mr. Begor and Mr. Reece elected to receive their annual retainers entirely in the form of RSUs, while Mr. Welling elected to receive his annual cash retainer entirely in the form of NCR Voyix Common Stock. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| (3) Upon appointment, Ms. Haugen, Mr. Kelly, Ms. Miller and Mr. Reddy were awarded RSUs, comprised of prorated annual equity grants under the Program; vesting on May 2, 2024; subject to their continued service as a director on the vesting date. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| (4) Mr. Reece received a grant of equity awards for board service and an additional grant for his appointment as Non-Executive Chair. This amount also reflects an equity award described in footnote 5 below. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| Grant Date Fair Value(1) of Director(2) 2023 Retainers and Equity Grant Shares ($) | | | | | | Director Name | Annual Equity RSU Grant | Current Stock in lieu of cash | Deferred Stock in lieu of cash | Incremental Accounting Expense due to Spin-Off | | Gregory Blank | 225,077 | — | — | 64 | | Catherine L. Burke | 225,077 | — | — | 64 | | Janet Haugen | 147,235 | — | — | | | James G. Kelly | 147,235 | — | — | | | Georgette Kiser | 225,192 | — | — | 179 | | Kirk Larsen | 225,310 | — | — | 297 | | Laura Miller | 147,235 | — | — | | | Kevin Reddy | 147,235 | — | — | | | Laura Sen | 225,077 | — | — | 64 | | Mark Begor | 225,013 | — | 76,918 | | | Deborah Farrington | 225,013 | — | — | | | Martin Mucci | 225,013 | — | — | | | Joseph Reece | 475,034 | — | 178,778 | | | Glenn Welling | 225,013 | 80,670 | — | |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| (1) Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred shares (also referred to as “phantom stock units”). See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions we make in the valuation of our equity awards. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| Shares of NCR Voyix Common Stock Underlying Director(1) Equity Awards as of December 31, 2023 (#) | | | | | Director Name | Outstanding Options | RSUs Outstanding | Deferred Shares Outstanding | | Gregory Blank | — | 5,381 | — | | Catherine L. Burke | — | 5,381 | — | | Janet Haugen | — | 9,396 | — | | James G. Kelly | — | 9,396 | — | | Georgette Kiser | — | — | 22,839 | | Kirk Larsen | — | — | 35,697 | | Laura Miller | — | 9,396 | — | | Kevin Reddy | — | 9,396 | — | | Laura Sen | — | 5,381 | — | | Mark Begor | — | — | 53,151 | | Joseph Reece | — | — | 49,909 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| (1) For Mr. Martire, equity awards under our executive compensation program outstanding as of December 31, 2023 included 774,504 nonqualified stock options and 16,893 RSUs. |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| Shares of NCR Atleos Common Stock Underlying Director(1) Equity Awards as of December 31, 2023 (#) | | | | | Director Name | Outstanding Options | RSUs Outstanding | Deferred Shares Outstanding | | Gregory Blank | — | 2,690 | — | | Catherine L Burke | — | 2,690 | — | | Georgette Kiser | — | — | 11,418 | | Kirk Larsen | — | — | 17,847 | | Laura Sen | — | 2,690 | — | | Mark Begor | — | — | 27,480 | | Joseph Reece | — | — | 27,585 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
| (1) For Mr. Martire, equity awards under our executive compensation program outstanding as of December 31, 2023 included 387,251 nonqualified stock options and 8,446 RSUs. |
Introduction
| Stock Options | • Converted into VYX options and NATL options • Exercise price and number of shares subject to each option were adjusted to preserve the original intrinsic value of the original award as measured immediately prior to and immediately following the distribution | | Restricted Stock Units (RSUs) | • For some employees their NCR RSUs were converted into both VYX RSUs and NATL RSUs using a distribution ratio to preserve the intrinsic value of the original award • For some employees their NCR RSUs were converted solely into VYX RSUs using a distribution ratio to preserve the intrinsic value of the original award | | | 2021 PBRSUs • For awards subject to performance based on recurring revenue and adjusted EBITDA, performance was measured as of September 30, 2023 in lieu of the original performance periods, with awards continuing to vest under the original vesting schedule based on continued service, vesting in 2024 | | Performance Based Restricted Stock Units (PBRSUs) | 2022 PBRSUs • For the portion of the awards subject to performance based on recurring revenue and adjusted EBITDA, performance was measured as of September 30, 2023 in lieu of the original performance periods, with such awards continuing to vest under the original vesting schedule based on continued service, vesting in 2025 • For the portion of the awards subject to performance based on rTSR, performance will be assessed based on the combined rTSR of VYX and NATL at the end of the original performance period | | | 2023 PBRSUs • The awards referred to as the “Qualified Transaction PBRSUs” vested in accordance with their on the one-year anniversary of the grant date following the Spin-Off • For the awards referred to as the “Total Shareholder Return (TSR) Awards”, TSR performance will be assessed at the end of the three-year performance period based on the combined TSR of VYX and NATL at the end of the performance period |
Introduction
| WHAT WE DO | | | | Clarified Severance Practices. Severance will not be paid under the Executive Severance Plan to Named Executive Officers who voluntarily resign from Company service and no additional amounts will be paid 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. | | | 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 Named Executive Officers. | | | Double Trigger Benefits in the Event of a Change in Control. Assumed equity awards do not vest in a change in control of NCR Voyix unless employment also ends in a qualifying termination. | | | Reasonable Change in Control Severance. Change in control cash severance benefits range from one 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 following the change in control. | | | 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. | | | Compensation Clawback Policy. Maintain an executive officers clawback policy that requires the Company to recover incentive compensation in the event of an accounting restatement. | | | 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. |
Introduction
| WHAT WE DON’T DO | | | | No Guaranteed Annual Salary Increases or Guaranteed Bonuses. Salary increases and bonuses are not guaranteed for our Named Executive Officers. Salaries are instead based on individual performance evaluations and competitive considerations as determined appropriate by the Committee, with bonuses generally tied to performance on corporate financial and non-financial metrics that link executive and stockholder interests and drive our business priorities. | | | 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. | | | 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. | | | No Excessive Perquisites. We offer only perks we believe important to be competitive, 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. | | | No Dividends or Dividend Equivalents Paid on Unvested Equity Awards. Equity awards must vest before dividends are payable. | | | No Special Executive Pension Benefits. There are no special executive or broad-based pension benefits for any Named Executive Officers. | | | No Excise Tax Gross-ups. Our Named Executive Officers are not eligible for excise tax gross-ups or tax gross-ups on any perquisites other than standard relocation benefits. | | | No Repricing Stock Options or SARs. Our Stock Plan prohibits repricing of stock options and stock appreciation rights without prior stockholder approval. |
Introduction
Use of Market Data The Committee, with assistance from its independent compensation consultant, annually reviews competitive market data to assist with evaluating and establishing compensation levels for our executive officers. Farient Advisors LLC (“Farient”) utilized compensation peer group data (see compensation peer group section below) along with compensation survey data from the following sources for general and high-tech industries when analyzing the market competitiveness of our executive pay levels. The Committee reviewed a comprehensive analysis and assessment prepared by its independent compensation consultant, which shows the competitive position of our Named Executive Officers’ pay mix and levels compared to the marketplace using a combination of survey data provided by the Company as well as proxy data from our peer group for the CEO and CFO positions. The Committee targets the median for all pay elements but ensures recommendations are balanced against the following factors:
Introduction
Role and Responsibilities of the Independent Compensation Consultant To assist in review and oversight of our executive compensation programs in 2023, the Committee retained and was advised by Farient. Farient is a nationally recognized executive compensation consulting firm that is independent of the Company’s management and reported directly to the Committee. When making executive compensation decisions, the Committee considered the advice and recommendations of Farient. Named executive officers were not present during Committee and Farient discussions about their own compensation. In 2024, the Committee retained and is advised by Meridian Compensation Partners. The independent compensation consultant has an important role in our compensation program and provides objective, expert analyses, independent advice, and comparative data on executive and director compensation. The independent compensation consultant reports directly to the Committee, which is responsible for the appointment, compensation, retention, and oversight of the work performed by the compensation consultant. A senior representative of the compensation consultant generally attends Committee meetings, participates in executive sessions of the Committee without management present, and communicates directly with Committee members outside of meetings. Peer Group The Committee reviews the Company’s compensation peer group annually with its independent compensation consultant and makes changes to the group, as needed. This review includes ensuring the suitability of the peer group for gauging the competitiveness of our pay levels and practices. The unique combination of industries represented by our core business model creates challenges in identifying comparable companies for executive compensation analysis. We select our peer group by examining other companies in terms of industry, size and recruiting in our GICS (Global Industry Classification Standard) industry group that are in the software and services or technology hardware industries and are of reasonably similar size based primarily on annual revenues. We also consider other companies outside our GICS industry group where we compete for talent. 2023 Pre Spin-Off Peer Group. The Committee carefully reviewed our 2023 peer group, and with the advice of its independent compensation consultant, made the following changes to our peers from 2022: added DXC, Euronet, JH & Associates, Insight, Palo Alto, Zebra; removed: Black Knight, Citrix Systems, Intuit, Juniper Networks, Keysight Technologies, Gen Digital, Paychex, Seagate Technology, ServiceNow and Western Digital. The Committee determined changes were needed to ensure the peer group more accurately aligned with the size of our organization, business model criteria, and to remove certain peers since they were the subject of acquisition transactions. The peer group shown below as “2023 Pre Spin-Off Peer Group” in the table below was utilized by the Committee as one element of making determinations on 2023 compensation for the Departed Executives. 2023 Post Spin-Off Peer Group. Similar to earlier in the year, the Committee carefully reviewed the 2023 peer group post spin, and with the advice of its independent compensation consultant updated the peer group. The Committee retained the following peers: ACI Worldwide,
Introduction
Insight, Jack Henry & Associates, Sabre, Zebra and added Go Daddy, Paysafe, Shift4 Payments, Toast, and TTEC. These changes were made to reflect the respective business model and size of the organization post spin. The peer group shown in the table below as “2023 Post Spin-Off Peer Group” was utilized by the Committee as one element of making determinations on 2023 compensation for Mr. Wilkinson, Mr. Webb-Walsh, Mr. Schoch, Ms. Sterrett and Ms. Moyer. 2023 Compensation Program The following table sets forth the key elements of our 2023 NEO compensation programs:
Introduction
| Pay Components | Key Features | | Base Salary | • Fixed cash compensation reflective of the market for similar positions as well as individual skill, abilities and performance • Reviewed and adjusted to maintain market competitiveness • Increases are not automatic or guaranteed | | Annual Incentive Plan | • Variable cash compensation designed to reward performance in the prior year • Rewards short-term performance based on company and operating financial measures (EBITDA and Revenue) as well as non-financial metrics (Net Promoter Score) | | Long-Term Incentive Program | • 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 Performance Based Restricted Stock Units (PBRSUs) |
Introduction
The portion of performance-based “at risk” compensation increases directly with an executive’s role and responsibility within the Company, ensuring that more senior executives have greater accountability for performance. For the Departed Executives, who are the NEOs that served as executive officers for the majority of 2023 until the Spin-Off, consistent with our pay for performance philosophy, the Committee directly linked a very significant percentage of their compensation to Company performance. With respect to Mr. Hayford’s total pay, 92% was tied to Company performance through quantitative financial metrics and customer satisfaction metrics that support the strategy of the organization. For Mr. Hayford, this percentage of 2023 target total pay included base salary of $1,000,000, a target 2023 Annual Incentive Plan award of 150% of base salary, and a target value for 2023 LTI Plan equity awards of $10,000,000, consisting of PBRSUs and rTSR RSUs. The percentage of target total pay directly linked by the Committee to Company performance for the other Named Executive Officers that served as executive officers until the Spin-Off averaged 91% for 2023.
Introduction
2023 Target Total Direct Compensation Mix As discussed above, our executive officers changed in October 2023 at the time of Spin-Off. The newly appointed NEOs did not receive annual equity grants in 2023 in connection with their current NEO roles. Specifically, Mr. Webb-Walsh and Ms. Sterrett did not receive any annual equity grant in 2023 as they were hired in the second half of 2023 and instead received sign-on equity grants at the time of hire. Mr. Wilkinson, Mr. Schoch and Ms. Moyer received their 2023 equity grants in December 2022 which was the grant timing for all equity participants at the Company other than the then-current executive officers (including the Departed Executives). As such, the portion of 2023 compensation for the newly appointed NEOs that is “at risk” is not reflective of their go-forward mix of compensation. For Mr. Wilkinson, the at-risk percentage of base salary and target Annual Incentive Plan for 2023 compensation was 60%. The 60% at-risk percentage of Mr. Wilkinson was comprised solely of his Annual Incentive Plan award and the remaining portion of his compensation was comprised of his base salary. The average at-risk percentage of the aggregate base salary and target Annual Incentive Plan for 2023 compensation for Messrs. Webb-Walsh and Schoch and Mses. Sterrett and Moyer was 43%. The 43% average at-risk percentage of Messrs. Webb-Walsh and Schoch and Mses. Sterrett and Moyer was comprised of Annual Incentive Plan awards and, for Mr. Webb-Walsh and Ms. Sterrett, their sign-on equity awards, and the remaining portion of their compensation was comprised of base salary payments. For a preview of the changes to our executive compensation program in 2024, see the Preview of our 2024 Compensation Program section. 2023 Compensation Program Elements and Payouts The following describes the elements of our 2023 executive compensation program established by the Committee for our Named Executive Officers, as well as the payouts earned and funded under the program for our Named Executive Officers.
Introduction
2023 Annual Incentive Plan Our 2023 Annual Incentive Plan (AIP) established pursuant to the Second Amended and Restated NCR Management Incentive Plan is an annual short-term cash incentive plan designed to promote the attainment of our 2023 NCR Financial Plan, and reward achievement of organizational objectives and effective collaboration across teams. The Committee established annual target incentives for our Named Executive Officers based on market pay ranges and positioning within the senior leadership team. The 2023 target AIP opportunities for our NEOs are outlined below:
Introduction
| 2023 Annual Incentive Plan Target Opportunity (% of Salary) | | | Named Executive Officer | Target Incentive | | David Wilkinson | 150% | | Brian Webb-Walsh | 100% | | Eric Schoch | 100% | | Kelli Sterrett | 70% | | Kelly Moyer | 45% | | Mike Hayford | 150% | | Tim Oliver | 150% | | Don Layden | 150% | | Owen Sullivan | 150% |
Introduction
2023 Annual Incentive Plan Metrics Our AIP metrics and goals strongly link executive interests with those or our stockholders, include key financial metrics that support the Company’s strategic business objectives and include stakeholder metrics, such as non-customer satisfaction (NPS) goals, that support our business strategies. Adjusted EBITDA continues to be our primary financial performance objective and key corporate compensation metric, weighted at 60%. Revenue is weighted at 30% and customer satisfaction, demonstrated through Net Promoter Scores, an independent metric, is weighted 10%. Each of these financial metrics is defined in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables. The Supplementary Non-GAAP Information section of this proxy statement reflects a reconciliation of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (Non-GAAP). 2023 Annual Incentive Plan Goals Each year the Committee sets rigorous performance targets for our AIP based on an evaluation of various factors such as corporate strategy, alignment with stockholder interests, corporate responsibility, our annual financial plan, our performance history, and industry outlook. The Committee established NPS goals to drive our “Customer First” culture and highlight our commitment to customer satisfaction. For 2023, the Committee adopted threshold, target, and maximum funding levels for the AIP objectives which, if achieved, would result in funding at 25%, 100%, and 200%, respectively, funding interpolated between levels. Individual payout for each achieved AIP objective is capped at 200% of target. The 2023 Annual Incentive Plan was originally based on the Company’s financial performance for the year ended December 31, 2023 but as a result of the Spin-off, and as described in more detail below, was calculated as of September 30, 2023. Annual Incentive Plan Payout for 2023 Under the terms of the EMA, annual incentive payouts under the AIP for 2023 were determined based on the financial performance of the Company through the end of the last full fiscal quarter prior to the date of the Spin-Off in lieu of the full year, as originally contemplated. As a result, the Company’s financial performance for the nine months ended September 30, 2023 (based on the targets originally set for the 2023 Annual Incentive Plan) was used to determine achievement of EBITDA and Revenue performance. In addition, the Spin-Off transaction agreements required payment of the 2023 annual incentives to the Departed Executives in the fourth quarter of 2023 based on financial performance for the nine months ended September 30, 2023, while the remainder of our NEOs received the 2023 bonus in March of 2024 during our normal compensation cycle and was adjusted downward to 100% of target by the Committee. Subsequent to the payment of 2023 annual incentives to the Departed Executives in December 2023, the Company revised its financial statements for interim periods in 2023 as reported in our Annual Report on Form 10-K for fiscal year 2023, filed with the SEC on March 14, 2024 (the “2023 Form 10-K”). In March 2024, the Compensation Committee determined that, based on the revisions, the achievement of 2023 AIP was impacted and the calculation of the 2023 annual incentive payout was adjusted downward. Under the Company’s clawback policy, this required the Company to recover a portion of the 2023 annual incentive payouts paid to certain Departed Executives in December 2023. The amount recovered from each affected Departed Executive was $129,000 for Mr. Hayford, and $106,425 for Mr. Sullivan. No amounts were recovered from the bonus payments made to current executives. Their bonuses were not impacted by the restatement because the Committee previously exercised its negative discretion to reduce their bonus levels below what they would have received after the revised financial statements. In addition, as discussed below, Mr. Oliver’s annual incentive payout also was not subject to recovery because he did not receive any 2023 AIP payout from the Company as he was appointed the Chief Executive Officer of NCR Atleos in connection with
Introduction
| 2023 AIP Objectives and Performance Results | | | | | | | | | | | Modifier Range | | | Performance Results | Weighted Metric Results | Total | | | Weight | Threshold (25% Earned) | Target (100% Earned) | Maximum (200% Earned) | | | | | AIP EBITDA | 60% | $966M | $1,062M | $1,169M | $1,079M | 69.5% | 123.4% (calculated on a 9-month basis) | | AIP Revenue | 30% | $5,694M | $5,870M | $6,047M | $5,893M | 33.9% | | | NPS | 10% | 48 | 53 | >56 | 61 | 20% | |
Introduction
| (1) The AIP EBITDA and AIP Revenue objectives are shown after the revisions to the Company’s financial statements for interim periods in 2023, constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section. |
Introduction
| 2023 AIP Payouts | | | | | Named Executive Officer | Target Incentive | Earned and Funded Payout (% of Target) | Total Funded Annual Incentive Payout(1) | | David Wilkinson | $1,200,000 | 100% of Target | $1,200,000 | | Brian Webb-Walsh(2) | $253,151 | | $253,151 | | Eric Schoch(3) | $157,288 | | $157,288 | | Kelli Sterrett(2) | $146,712 | | $146,712 | | Kelly Moyer(4) | $128,948 | | $128,948 | | Mike Hayford | $1,500,000 | 123.4% of Target | $1,851,000 | | Don Layden | $900,000 | | $1,110,600 | | Owen Sullivan | $1,237,500 | | $1,527,075 | | Tim Oliver | $937,500 | N/A | N/A |
Introduction
| (3) Values prorated based on promotion date for Mr. Schoch. A portion of his annual incentive payout was subtracted from his earned annual incentive for the 2023 performance plan year in relation to his transition from sales compensation to AIP. The total target incentive was $407,288. |
Introduction
Long-Term Incentive Program Our Long-Term Incentive Program (LTIP) directly aligns a large portion of the total compensation of our Named Executive Officers with Company performance and changes in stockholder value. In 2023, the Committee granted 100% of our 2023 annual LTI award value for Named Executive Officers in the form of performance-based RSUs (PBRSUs) half of which were eligible to vest on an accelerated basis upon completion of the Spin-Off, subject to a multiplier if the stock price exceeded $35.04 at the time of the Spin-Off (“Qualified Transaction Award”) and the other half is subject to our three-year total shareholder return (“TSR”), with a relative TSR (“rTSR”) floor. 2023 PBRSUs – Qualified Transaction Award One half of the PBRSUs vested on the completion of the Spin-Off, subject to a minimum one-year vesting period. The PBRSUs were subject to upward adjustment if the 20-day volume weighted average stock price of the Company’s common stock immediately preceding the Spin-Off exceeded $35.04 (“Stock Price Target”) but no adjustment occurred because the Stock Price Target was not met. These PBRSUs vested in October 2023 in connection for Mr. Sullivan and Mr. Layden in accordance with the terms of their separation agreements, in December 2023 for Mr. Wilkinson, Mr. Schoch and Ms. Moyer and in February 2024 for Mr. Hayford and Mr. Oliver. 2023 PBRSUs – Total Shareholder Return Award One-half of the PBRSUs is subject to a three-year TSR performance metric with a rTSR floor. Following the Spin-Off, this portion of the PBRSU award shall continue to be assessed at the end of the original three-year performance period based on the combined TSR metrics attained by NCR Voyix and NCR Atleos (i.e., with the ending share price for purposes of such awards calculated by adding together the sum of the applicable NCR Voyix average stock price and the applicable NCR Atleos average stock price (as adjusted for the Spin-Off distribution ratio)) for the entire three-year performance period. See definitions of the applicable TSR metrics in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section.
Introduction
2023 Annual LTI Program This chart shows the target value and the accounting grant date fair values of the 2023 LTI equity awards described above for all Named Executive Officers that received such awards. There are no 2023 annual equity awards listed for our newly appointed NEOs, including our new CEO, Mr. Wilkinson, given that (i) that Mr. Wilkinson, Mr. Schoch and Ms. Moyer received their 2023 equity grants in December 2022 which was the grant timing for all equity participants at the Company other than the then-current executive officers (including the Departed Executives) and (ii) Mr. Webb‐Walsh and Ms. Sterrett did not receive any annual equity grant in 2023 as they were hired in the second half of 2023 and instead received sign‐on equity grants at the time of hire. The target values approved by the Committee as shown in the first column of the chart differ from the total values shown in the last column because the target values were converted to a number of RSUs based on the closing price of NCR common stock on the date of grant.
Introduction
| Named Executive Officer | Target Value Approved by the Committee | Qualified Transaction Award | Total Shareholder Return RSU Award | ASC 718 Value(1)(2) | | David Wilkinson | — | — | — | — | | Brian Webb-Walsh | — | — | — | — | | Eric Schoch | — | — | — | — | | Kelli Sterrett | — | — | — | — | | Kelly Moyer | — | — | — | — | | Mike Hayford | $10,000,000 | $5,000,000 | $5,000,000 | $11,580,539 | | Tim Oliver | $5,800,000 | $2,900,000 | $2,900,000 | $6,716,702 | | Don Layden | $5,000,000 | $2,500,000 | $2,500,000 | $5,790,286 | | Owen Sullivan | $6,000,000 | $3,000,000 | $3,000,000 | $6,948,338 |
Introduction
| (1) This column shows the valuation of the Qualified Transaction RSUs (QT RSUs) and Total Shareholder Return RSUs (TSR RSUs) for all Named Executive Officers made in early 2023, as determined in accordance with FASB ASC Topic 718. TSR RSUs are valued using a Monte Carlo valuation, which simulates a distribution of stock prices for equity awards throughout the remaining performance period for the awards, based on certain assumptions of the Company’s common stock price behavior. QT RSUs are valued by applying the applicable stock price of the Company’s common stock on the grant date. The grant date fair value for the TSR RSU awards is $35.04. |
Introduction
| (2) Represents the grant date fair value of the QT RSUs and TSR RSUs and incremental expense with respect to the 2023 LTI awards, as shown in the Grants of Plan-Based Awards Table section of this proxy statement. |
Introduction
Other 2023 Equity Grants for Named Executive Officers Mr. Webb-Walsh and Ms. Sterrett were hired in connection with the Spin-Off and were not employed by the Company at the time of the 2023 annual LTI award. In connection with his hiring, Mr. Webb-Walsh received a sign-on equity grant with a grant date value of $2,000,000, consisting of time-vested restricted stock units that cliff vest on the third anniversary of the grant date. In accordance with FASB ASC Topic 718, the accounting value of this award was $2,000,012. In connection with her hiring, Ms. Sterrett received a sign-on equity grant with a grant date value of $500,000, consisting of time-vested restricted stock units that vest in equal annual installments over a three-year period. In accordance with FASB ASC Topic 718, the accounting value of this award was $500,011. On November 1, 2023, Mr. Schoch received an equity grant with a grant date value of $1,000,000 in connection with his promotion, consisting of time-vested restricted stock units that that vest in equal annual installments over a three-year period. In accordance with FASB ASC Topic 718, the accounting value of this award was $1,000,002.
Introduction
2021 PBRSUs – Performance Achievement The 2021 PBRSUs based on LTI EBITDA and LTI Recurring Revenue with a three-year performance period from January 1, 2021 through December 31, 2023 were granted in February 2021. The final earned award could range from 0% to 200% of the target RSUs, based on the Company’s achievement of the performance metrics. The achievement of performance metrics for the final year was calculated under the terms of the EMA based on the Company’s 2023 results through September 30, 2023 in lieu of the original performance period of December 31, 2023 for the third year, and certified by the Compensation Committee in December 2023. As noted above, the 2021 PBRSUs were then adjusted an appropriate number of time-vesting NCR Voyix restricted stock units and time-vesting NCR Atleos restricted stock units based on the certified performance. Only the applicable service-based time vesting requirements continued to apply to these awards. Subsequent to the adjustment of the 2021 PBRSUs in December 2023, the Company revised its financial statements for interim periods in 2023 as reported in our 2023 Form 10-K. In March 2024 the Compensation Committee determined that, based on the revisions, the performance achievement for the 2021 PBRSUs was impacted and the calculation of the adjustment of the 2021 PBRSUs into time-vested restricted stock units was adjusted downward from 134.1% to 131.1%. Under the Company’s clawback policy, this required the Company to recover a portion of the applicable vested restricted stock units for each impacted executive. The amount recovered from each affected NEO with respect to the 2021 PBRSUs was $112,579 for Mr. Hayford, $69,893 for Mr. Sullivan, $45,041 for Mr. Oliver, $22,517 for Mr. Wilkinson, $5,348 for Mr. Schoch, and $975 for Ms. Moyer. The table below depicts the performance achievement for the 2021 PBRSUs based on the revised financial statements issued in the Company’s 2023 Form 10-K.
Introduction
| Performance Period | 1st Year (1/1/2021 – 12/31/2021) | | 2nd Year (1/1/2022 – 12/31/2022) | | 3rd Year (1/1/2023 – 9/30/2023) | | | Metric(1) | LTI Recurring Revenue | LTI EBITDA | LTI Recurring Revenue | LTI EBITDA | LTI Recurring Revenue | LTI EBITDA | | Maximum (200% of target payout) | $3,709M | $1,118M | $4,903M | $1,529M | $3,872M | $1,135M | | Target (100% of target payout) | $3,544M | $1,013M | $4,721M | $1,424M | $3,722M | $1,049M | | Threshold (50% of target payout) | $3,377M | $907M | $4,539M | $1,318M | $3,585M | $978M | | Actual | $3,572M | $1,095M | $4,741M | $1,381M | $3,796M | $1,094M | | Annual Result (% of Target Payout)(2) | 147.4% | | 95.3% | | 150.5% (calculated based on 9-month basis) | | | Avg. of Annual Results | 131.1% | | | | | |
Introduction
| (1) The LTI Recurring Revenue and LTI EBITDA results are shown after constant currency and other Committee approved adjustments noted with respect to the applicable definition of these metrics in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables sections. |
Introduction
2022 PBRSUs – Performance Achievement The 2022 PBRSUs based on LTI EBITDA and LTI Recurring Revenue with a three-year performance period from January 1, 2022 through December 31, 2024 were granted in February 2022. The final earned award could range from 0% to 200% of the target RSUs, based on the Company’s achievement of the performance metrics. The achievement of performance metrics for the second year was calculated under the terms of the EMA based on the Company’s 2023 results through September 30, 2023 in lieu of the original performance period of December 31, 2023 for the second year, and the third performance year was disregarded. Performance achievement was certified by the Compensation Committee in December 2023. As noted above, the 2022 PBRSUs were then adjusted to an appropriate number of time-vesting NCR Voyix restricted stock units and time-vesting NCR Atleos restricted stock units based on the certified performance. Only the applicable service-based time vesting requirements continued to apply to these awards. Subsequent to the adjustment of the 2022 PBRSUs in December 2023, the Company revised its financial statements for interim periods in 2023 as reported in our 2023 Form 10-K. In March 2024 the Compensation Committee determined that, based on the revisions, the performance achievement for the 2022 PBRSUs was impacted and the calculation of the adjustment of the 2021 PBRSUs into time-vested restricted stock units was adjusted downward from 108.8% to 101.7%. Under the Company’s clawback policy, this required the Company to recover a portion of the applicable unvested restricted stock units for each impacted executive. The amount recovered from each affected NEO with respect to the 2022 PBRSUs was $228,955 for Mr. Hayford, $137,387 for Mr. Sullivan, $91,580 for Mr. Oliver, $45,774 for Mr. Wilkinson, $16,325 for Mr. Schoch, and $2,291 for Ms. Moyer. The table below depicts the performance achievement for the 2022 PBRSUs based on the revised financial statements issued in the Company’s 2023 Form 10-K.
Introduction
| Performance Period | 1st Year (1/1/2022 – 12/31/2022) | | 2nd Year (1/1/2023 – 9/30/2023) | | | Metric(1) | LTI Recurring Revenue | LTI EBITDA | LTI Recurring Revenue | LTI EBITDA | | Maximum (200% of target payout) | $5,192M | $1,564M | $3,861M | $1,118M | | Target (100% of target payout) | $4,910M | $1,472M | $3,783M | $1,063M | | Threshold (50% of target payout) | $4,645M | $1,377M | $3,646M | $1,001M | | Actual | $4,818M | $1,380M | $3,796M | $1,094M | | Annual Result (% of Target Payout)(2) | 67.2% | | 136.3% (calculated based on 9-month basis) | | | Avg. of Annual Results | 101.7% | | | |
Introduction
| (1) The LTI Recurring Revenue and LTI EBITDA results are shown after constant currency and other Committee approved adjustments noted with respect to the applicable definition of these metrics in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables sections. |
Introduction
| Overview of 2024 Program | | | Annual Incentive Plan | Metrics for 2024 Annual Incentive Plan: • EBITDA at 50% • Revenue at 30% • Strategic Scorecard at 20% on total sites, payment sites, services and software revenue, and strategic cost reductions | | Long-Term Incentive Plan | Annual 2024 LTI Mix: • 50% Performance Based Restricted Stock Units (PBRSUs) with 3-year cliff vesting • 50% Time-Based Restricted Stock Units (RSUs) with 3-year pro-rata vesting | | | Metrics for 2024 PBRSUs: • 50% of PSUs: Free Cash Flow Conversion • 50% of PSUs: rTSR with Peer Group S&P 600 Information Technology | | Refined Peer Group | Adopted a new peer group to account for business model and size of organization post Spin-Off |
Introduction
Agreements with Our Named Executives Officers Our current Named Executive Officers have agreements with the Company that generally describe, among other things, their initial base salaries, bonus opportunities and equity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect ordinary-course compensation changes. In addition, the Departed Executives entered into separation agreements with the Company that detailed certain key terms with respect to their separation from the Company in connection with the Spin-Off. Employment Agreements with Our Current NEOs Mr. Wilkinson: Mr. Wilkinson’s September 25, 2023 employment agreement describes his salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Wilkinson was entitled to a separation benefit of one times (1x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two times (2x) salary plus target bonus. Mr. Wilkinson’s employment agreement was amended on March 13, 2024 to incorporate the Company’s 2024 Executive Severance Plan. As a result, Mr. Wilkinson is entitled to a separation benefit of two times (2x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two and half times (2.5x) salary plus target bonus. Mr. Wilkinson’s equity awards are governed by the terms of the applicable award and the Stock Plan. Under Mr. Wilkinson’s employment agreement, “Cause” generally means felony conviction, material Code of Conduct violation, willful and continued failure to perform his duties, and engaging in illegal conduct or gross misconduct which is injurious to the Company. For purposes of this provision, no act or failure to act, on Executive’s part, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. “Good reason” generally means assignment of duties inconsistent with position, authority, duties or responsibilities or diminution in such items, relocation over 40 miles or material breach of employment agreement or equity award agreements, and material reduction in compensation. Mr. Webb-Walsh: Mr. Webb-Walsh’s June 9, 2023 letter agreement describes his initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Webb-Walsh was entitled to a separation benefit of one-and-a half times (1.5x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of three times (3x) salary plus target bonus. Mr. Webb-Walsh’s equity awards are governed by the terms of the applicable award and the Stock Plan. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson above, but “Good Reason” also captured the failure of the Spin Off to occur by June 1, 2024. On March 13, 2024, Mr. Webb-Walsh’s letter agreement was amended to reflect that the separation benefits set out in his letter agreement have been replaced by participation in, and the terms of, the Company’s Amended & Restated Executive Severance Plan and to provide that, in the event Mr. Webb-Walsh resigns his position, other than for Good Reason, within twelve (12) months of his first day of employment with NCR Corporation, he will be required to repay the sign-on bonus cash payment in full. Mr. Schoch: Mr. Schoch’s October 21, 2016 letter agreement describes his initial salary, sign-on bonus equity award, eligibility for incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. This letter agreement was amended by his promotion letter agreement, dated September 15, 2023, reflecting the terms of his promotion to EVP & President, Retail and the Company’s executive leadership team and associated changes to his salary, eligibility for cash incentive payments and equity award opportunities and relocation benefits. Ms. Sterrett: Ms. Sterrett's July 26, 2023 letter agreement describes her initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to her letter agreement, if her employment is terminated other than for Cause or if she resigns for Good Reason, under the agreement her unvested sign-on equity awards will vest immediately, and she will be entitled to separation benefits pursuant to the terms of the NCR Change in Control Severance Plan or the cash severance described in the Executive Severance Plan, as applicable. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson above, but “Good Reason” also captured the failure of the Spin Off to occur by June 1, 2024. Ms. Moyer: Ms. Moyer received a promotion letter agreement, dated April 14, 2011, in connection with her promotion to Assistant Controller, which describes her initial salary, promotion bonus equity award, eligibility for incentive opportunities and awards, benefit plan participation
Introduction
and related items including noncompete and other restrictive covenants. This letter agreement was amended by her promotion letter agreement, dated August 19, 2023, reflecting the terms of her promotion to Chief Accounting Officer and associated changes to her salary, eligibility for cash incentive payments and equity award opportunities. Employment Agreements with Departed Executives Mr. Hayford: Mr. Hayford’s April 27, 2018 employment agreement describes his initial salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provides for Mr. Hayford’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. If his employment is terminated other than for cause or if he resigns for good reason, under the agreement Mr. Hayford’s unvested 2018 option award vests immediately and remains exercisable for 1 year (or until earlier expiration). “Cause” generally means grounds for cause under our Change in Control Severance Plan, felony conviction or material Code of Conduct violation. “Good reason” generally means assignment of duties inconsistent with position, authority, duties or responsibilities or diminution in such items, relocation over 40 miles or material breach of employment agreement or 2018 option award agreements. On February 16, 2023, the Company entered into an employment agreement amendment with Mr. Hayford (the “Hayford Amendment”), which provides that: (i) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason (as defined in the Change in Control Severance Plan) within the two-year period following, or the ninety-day period preceding, a “qualified transaction” (as defined in the Hayford Amendment, which includes, among other things, a spin-off, split-off or sale of the Commerce or Banking segment or a sale of more than 50% of the Company’s assets), he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (ii) for purposes of any then-outstanding equity awards, if his employment is terminated without cause or he resigns for good reason within the two-year period following, or the ninety-day period preceding, a qualified transaction, he will receive the accelerated vesting treatment (and for any stock options, the post-termination exercise period) as set forth in the applicable award agreements upon a “Change in Control Termination” or “Good Reason Termination,” as the case may be, that occurs in connection with a change in control in which the equity awards are assumed, converted or replaced; (iii) for purposes of any pre-2023 equity awards, if his employment is terminated for any reason other than for cause on or after August 13, 2024, he will receive the vesting treatment that he would have received upon a “mutually agreed retirement” approved by the Compensation Committee, and any vested options will remain outstanding and exercisable through their original expiration dates; and (iv) the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any equity awards. On October 13, 2023, in connection with the Spin-Off, the Company entered into a separation and release agreement with Mr. Hayford, pursuant to which Mr. Hayford agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), he became entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of April 27, 2018 and amended as of February 16, 2023 and (ii) continued vesting of his outstanding equity awards (as adjusted in connection with the Spin-Off) as if he had remained actively employed following the Spin-Off. Mr. Hayford affirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and non-disparagement. Mr. Sullivan: Mr. Sullivan’s July 18, 2018 employment agreement describes his initial salary as Chief Operating Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provides for Mr. Sullivan’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. If his employment is terminated (other than for cause) or if he resigns for good reason, under the agreement Mr. Sullivan’s unvested 2018 equity awards vest immediately, and his 2018 option awards remain exercisable for 1 year (or until earlier expiration). “Cause” and “Good Reason” generally have the same meanings noted for Mr. Hayford above. On February 13, 2023, the Company entered into an employment agreement amendment with Mr. Sullivan (the “Sullivan Amendment”), which provides that: (i) for purposes of the Executive Severance Plan, if Mr. Sullivan resigns for good reason, he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any 2023 equity awards;(iv) for purposes of any pre-2023 equity awards, if Mr. Sullivan’s employment is terminated for any reason other than for cause, he will receive the
Introduction
vesting treatment that he would have received upon a “mutually agreed retirement” approved by either the Chief Executive Officer or the Compensation Committee, and any vested options will remain outstanding and exercisable through their original expiration dates, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either December 1, 2023, or the occurrence of a qualified transaction, he will not be entitled to receive such vesting and post-termination exercisability treatment; and (v) for purposes of any 2023 equity awards, if his employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a qualified retirement occurring on or after the first anniversary of the grant date, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either the first anniversary of the grant date or the occurrence of a qualified transaction, he will not be entitled to receive such vesting treatment. On October 13, 2023, in connection with the Spin-Off, the Company entered into a separation and release agreement with Mr. Sullivan, pursuant to which Mr. Sullivan agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), he became entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of July 18, 2018 and amended as of February 13, 2023, (ii) accelerated vesting of his outstanding equity awards granted in 2023 (as adjusted in connection with the Spin-Off) in accordance with their terms and (iii) continued vesting of his outstanding equity awards granted prior to 2023 (as adjusted in connection with the Spin-Off) as if he had remained actively employed following the Spin-Off, consistent with the provisions of his amended employment agreement. Mr. Sullivan also affirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and non-disparagement. Mr. Oliver: Mr. Oliver’s June 17, 2020 employment agreement describes his initial salary as Chief Financial Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provides for Mr. Oliver’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. If his employment is terminated other than for cause or if he resigns for good reason, under the agreement Mr. Oliver’s unvested 2020 sign-on equity awards vest immediately, and his 2020 sign-on options remain exercisable for one year (or until earlier expiration). “Cause” and “Good Reason” generally have the same meanings noted for Mr. Hayford above. On February 13, 2023, the Company entered into an employment agreement amendment with Mr. Oliver (the “Oliver Amendment”), which provides that: (i) for purposes of the Executive Severance Plan, if he resigns for good reason, he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) unless he is offered and accepts a chief executive officer role at the Company or a successor entity resulting from a qualified transaction (e.g., the Company’s planned spin-off), the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any 2023 equity awards, provided that if he is offered, but does not accept, such chief executive officer role, such resignation shall be treated only as a termination for good reason for purposes of the Executive Severance Plan, and not the Change in Control Severance Plan; (iv) for purposes of any pre-2023 equity awards, if Mr. Oliver’s employment is terminated without cause in the ninety-day period preceding a qualified transaction, then, subject to his continued compliance with the applicable restrictive covenants, such awards will continue to vest as if he had remained actively employed, and any vested options will remain outstanding and exercisable through their original expiration dates, provided that, from and after the date of a qualified transaction, upon a termination of his employment for any reason other than for cause, then, subject to his continued compliance with the applicable restrictive covenants, such awards will continue to vest as if he had remained actively employed, and any vested options will remain outstanding and exercisable through their original expiration dates; (v) for purposes of any 2023 equity awards, if his employment is terminated without cause in the ninety-day period preceding a qualified transaction, then, subject to his continued compliance with the applicable restrictive covenants, such awards will continue to vest as if he had remained actively employed; and (vi) for purposes of his 2023 bonus, if Mr. Oliver’s employment is terminated without cause in the ninety-day period preceding a qualified transaction, he will receive a pro-rated bonus for 2023 based on actual performance, provided that, from and after the date of a qualified transaction, upon a termination of his employment for any reason other than for cause, he will receive a full bonus (without pro-ration) for 2023 based on actual performance. Mr. Layden: Mr. Layden’s employment agreement dated October 1, 2021 describes his initial salary as Executive Vice President, President, Payments & Network, Head of Strategy and M&A, as well as his incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants, following transition from a consulting role he held with the Company before accepting his current position. The agreement provides for Mr. Layden’s Executive Severance Plan participation with a separation benefit of
Introduction
one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. The agreement also provides for $60,000 in relocation expenses subject to repayment if Mr. Layden resigns without good reason or is terminated by the Company for Cause during his first year of employment. If Mr. Layden’s employment had been terminated other than for cause, his agreements for equity awards made during his pre-employment consulting period provided that (i) his unvested 2021 restricted stock unit awards would have vested immediately, and (ii) his unvested 2020 options would have continued to vest for a period of one year following termination, and any remaining unvested options are forfeited and cancelled (with vested options exercisable until the 2-year anniversary of his termination date, or until earlier expiration). “Cause” and “Good Reason” generally have meanings similar to those noted for Mr. Hayford above. On February 13, 2023, the Company entered into an employment agreement amendment with Mr. Layden (the “Layden Amendment”), which provides that: (i) for purposes of the Executive Severance Plan, if Mr. Layden resigns for good reason, he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any 2023 equity awards; (iv) for purposes of any pre-2023 equity awards, if Mr. Layden’s employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a “mutually agreed retirement” approved by either the Chief Executive Officer or the Compensation Committee, and any vested options will remain outstanding and exercisable through their original expiration dates, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either December 1, 2023, or the occurrence of a qualified transaction, he will not be entitled to receive such vesting and post-termination exercisability treatment; and (v) for purposes of any 2023 equity awards, if his employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a qualified retirement occurring on or after the first anniversary of the grant date, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either the first anniversary of the grant date or the occurrence of a qualified transaction, he will not be entitled to receive such vesting treatment. On October 13, 2023, in connection with the Spin-Off, the Company entered into a separation and release agreement with Mr. Layden, pursuant to which Mr. Layden agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), became entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of October 1, 2021 and amended as of February 13, 2023, (ii) accelerated vesting of his outstanding equity awards granted in 2023 (as adjusted in connection with the Spin-Off) in accordance with their terms and (iii) continued vesting of his outstanding equity awards granted prior to 2023 (as adjusted in connection with the Spin-Off), as if he had remained actively employed following the Spin-Off, consistent with the provisions of his amended employment agreement. Mr. Layden also agreed to execute a general release of claims in favor of Voyix and reaffirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and non-disparagement. Severance Benefits – Standard Severance and Change in Control (CIC) Severance Change in Control (CIC) Severance Benefits If the Company considers potential change in control transactions, we want to ensure that key executives are incentivized to remain with us during this process and evaluate the transactions in an objective and undistracted way in order to support stockholder value. For these reasons, we maintain the 2024 Executive Severance Plan for our senior executive team. 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. There are no tax gross-ups under the plan for any named executives officers. Our Change in Control Severance Plan has three benefit levels that apply to our named executives officers. For more about plan benefit levels for the Named Executive Officers and double-trigger benefits, see the Potential Payments Upon Termination or Change in Control section below. For information about the CIC Severance Plan in effect prior to the implementation of the 2024 Executive Plan, see the Termination Connected with Change in Control — Legacy CIC Plan section of this proxy statement.
Introduction
Standard Severance Benefits (Non-CIC) We provide our key executives reasonable severance benefits to ensure that we remain competitive with other employers, and to help us attract and retain top talent. Our 2024 Executive Severance Plan provides certain severance benefits in the event employment ends in a qualifying termination not connected to a change in control. 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. The Committee has affirmed its expectation that severance will not be paid under the 2024 Executive Severance Plan to Named Executive Officers who voluntarily resign from Company service and no additional amounts will be paid under this Plan unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate and necessary and appropriate to protect the interests of the Company and our stockholders. For information about the Executive Severance Plan in effect prior to the implementation of the 2024 Executive Plan, see the Termination Not Connected with Change in Control — Legacy Executive Severance Plan section of this proxy statement. Hedging and Pledging Policy Our Insider Trading Policy incorporates the Company’s prohibitions against hedging, pledging and related transactions. The Policy applies to all officers, directors, employees (including temporary employees) and contractors of the Company and its subsidiaries who have access, including temporary access, to material nonpublic information, 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 NCR Voyix’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, fluctuation 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 key 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 to foster equity ownership and align the interests of our executive leadership team with those of our stockholders. Within five years of his or her initial appointment to the position, the executive is expected to beneficially own at least the number of shares as follows:
Introduction
Shares that count towards satisfaction of the stock ownership levels include shares owned personally, unvested time-based RSUs, and stock acquired through our Employee Stock Purchase Plan. Unearned performance-based equity awards 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 grace period or was in compliance with the stock ownership guidelines as of the record date. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves on the compensation committee or board of directors of any other company of which any member or proposed member of our compensation committee is an executive officer.
Introduction
| Summary Compensation Table ($) | | | | | | | | | | Name and Principal Position (a) | Year (b) | Salary (c)(1) | Bonus (d)(2) | Stock Awards (e)(3) | Option Awards (f)(3) | Non-Equity Incentive Plan Compensation (g)(4) | All Other Compensation (h)(5) | Total (i) | | David Wilkinson Chief Executive Officer | 2023 | $560,607 | — | $69,314 | $25,425 | $1,200,000 | $24,076 | $1,879,422 | | Brian Webb-Walsh Executive Vice President and Chief Financial Officer | 2023 | $236,923 | $1,074,000 | $2,003,760 | — | $253,151 | $3,962 | $3,571,796 | | Eric Schoch Executive Vice President and President, Retail | 2023 | $504,321 | $250,200 | $1,039,045 | $4,696 | $157,288 | $54,705 | $2,010,255 | | Kelli Sterrett Executive Vice President, General Counsel and Secretary | 2023 | $200,000 | — | $500,813 | — | $146,712 | $215 | $847,740 | | Kelly Moyer Chief Accounting Officer | 2023 | $285,625 | — | $3,882 | — | $128,948 | $11,580 | $430,035 | | Mike Hayford Former Chief Executive Officer | 2023 | $869,608 | — | $11,754,837 | $466,988 | $1,851,000 | $7,690,337 | $22,632,770 | | | 2022 | $1,000,000 | — | $11,597,692 | — | — | $145,903 | $12,743,595 | | | 2021 | $984,813 | — | $11,331,818 | — | $2,325,000 | $198,870 | $14,840,501 | | Tim Oliver Former Senior Executive Vice President and Chief Financial Officer | 2023 | $504,808 | — | $6,786,415 | $119,683 | — | $23,250 | $7,434,156 | | | 2022 | $625,000 | — | $4,639,083 | — | — | $124,384 | $5,388,467 | | | 2021 | $625,000 | — | $4,532,716 | — | $1,453,125 | $212,534 | $6,823,375 | | Don Layden Former Executive Vice President and President, Payments & Networks, Head of Strategy and M&A | 2023 | $492,338 | — | $5,859,455 | $126,151 | $1,110,600 | $4,533,667 | $12,122,211 | | | 2022 | $600,000 | — | $4,639,083 | — | — | $39,559 | $5,278,642 | | | 2021 | $140,769 | — | $2,832,978 | — | $351,616 | $1,320,490 | $4,645,853 | | Owen Sullivan Former President and Chief Operating Officer (COO) | 2023 | $695,205 | — | $7,052,951 | $221,182 | $1,527,075 | $6,293,915 | $15,790,328 | | | 2022 | $825,000 | — | $6,958,608 | — | — | $204,547 | $7,988,155 | | | 2021 | $755,962 | — | $7,032,801 | — | $1,773,529 | $79,953 | $9,642,245 |
Introduction
| 2024 Proxy Statement | | 51 |
Introduction
| (1) This column shows base salary payments received by our NEOs in 2023. The payments to Mr. Webb-Walsh and Ms. Sterrett are based on the portion of the year in which they were employed by NCR Voyix following their hire dates of July 17, 2023 and August 1, 2023, respectively. Each of Messrs. Wilkinson and Schoch received an increase to their base salary payments in connection with their respective promotions on October 16, 2023 and Ms. Moyer received an increase to her base salary payments in connection with her promotion on August 19, 2023. For further details, see the Agreements with Our Named Executive Officers section above. |
Introduction
| (2) For Mr. Webb-Walsh, the reported bonus amount is a sign-on bonus in relation to his joining NCR Voyix on July 17, 2023. For Mr. Schoch, the bonus is in relation to his transition from the sales compensation plan in which he participated prior to his promotion on October 16, 2023 to the Annual Incentive Plan. The value of this bonus was subtracted from his earned Annual Incentive Plan bonus for the 2023 performance plan year. |
Introduction
| (3) This column shows the aggregate accounting grant date fair value, as determined in accordance with FASB ASC Topic 718, of stock awards granted to each named executive officer in the applicable year along with the incremental accounting expense from the adjustments made in connection with the Spin-Off. See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s 2023 Form 10-K for an explanation of the assumptions we make in the valuation of our equity awards and the incremental accounting expense incurred from the adjustments made in connection with the Spin-Off. For 2023, QT RSUs are valued by applying the applicable NCR Voyix common stock price on the date of grant. TSR RSUs are valued using a Monte Carlo valuation, which simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of NCR Voyix common stock price behavior. The Monte Carlo valuations for TSR RSU awards differ from target value approved by the Committee, which were converted to a number of RSUs based on the closing price of NCR Voyix common stock on the date of grant. Assuming target level of performance, the aggregate grant date fair values of the stock awards granted in 2023 along with the incremental accounting expense incurred in connection with the Spin-Off are: |
Introduction
| Named Executive Officer | Performance Based RSU Awards | Time-Based RSU Awards | Incremental Accounting Expense from Spin-Off | | David Wilkinson | — | — | $94,739 | | Brian Webb-Walsh(a) | — | $2,000,012 | $3,748 | | Eric Schoch(b) | — | $1,000,002 | $43,739 | | Kelli Sterrett(a) | — | $500,011 | $802 | | Kelly Moyer | — | — | $3,882 | | Mike Hayford | $11,505,749 | — | $716,076 | | Tim Oliver | $6,673,328 | — | $232,770 | | Don Layden | $5,752,896 | — | $232,710 | | Owen Sullivan | $6,903,458 | — | $370,675 |
Introduction
| (a) Mr. Webb-Walsh and Ms. Sterrett received one-time new hire awards upon joining the Company. |
Introduction
| (b) Mr. Schoch received a one-time promotion award his promotion. |
Introduction
| (4) This column shows the earned payout under the Annual Incentive Plan. The values are prorated for the following executives: (i) Mr. Webb-Walsh based on his hire date of July 17, 2023; (ii) Mr. Schoch’s based on his promotion on October 16, 2023; (iii) Ms. Sterrett based on her hire date of August 1, 2023; and (iv) Ms. Moyer’s based on her promotion on August 19, 2023. The totals shown have already been reduced to reflect the amounts recovered under the Company’s clawback deducted from the bonus for Mr. Hayford in the amount of $129,000 and Mr. Sullivan in the amount of $106,425. |
Introduction
| (5) The amounts in this column consist of the aggregate incremental cost to the Company of the perquisites, personal benefits, contributions, relocation expense and associated tax gross-up and certain other compensation provided to our Named Executive Officers and separation payments to our Departed Executives. Additional details regarding these amounts are included in the All Other Compensation Table and the Agreements with Our Named Executive Officers sections. |
Introduction
| 52 | | 2024 Proxy Statement |
Introduction
All Other Compensation Table This Table shows the value of Company-paid perquisites and other personal benefits, insurance premiums and Company matching contributions to the NCR Voyix Savings Plan, our broad-based 401(k) plan, on behalf of our Named Executive Officers in 2023:
Introduction
| All Other Compensation | | | | | | | | | | | Named Executive Officer | Corporate Aircraft Usage(1) | Severance(2) | Relocation and Tax Gross-Up(3) | Employer Paid Medical(4) | Executive Medical Program(5) | Financial Planning Allowance(6) | Life Insurance Premiums(7) | Company Contributions to 401(k) Plans(8) | Total | | David Wilkinson | — | — | — | — | — | $12,000 | $826 | $11,250 | $24,076 | | Brian Webb-Walsh | — | — | — | — | — | — | $260 | $3,702 | $3,962 | | Eric Schoch | — | — | $21,824 | — | — | $21,115 | $516 | $11,250 | $54,705 | | Kelli Sterrett | — | — | — | — | — | — | $215 | — | $215 | | Kelly Moyer | — | — | — | — | — | — | $330 | $11,250 | $11,580 | | Mike Hayford | $168,121 | $7,500,000 | — | $3,133 | — | $12,000 | $52 | $7,031 | $7,690,337 | | Tim Oliver | — | — | — | — | — | $12,000 | $0 | $11,250 | $23,250 | | Don Layden | $6,888 | $4,500,000 | — | $2,910 | — | $12,000 | $619 | $11,250 | $4,533,667 | | Owen Sullivan | $79,404 | $6,187,500 | — | $2,910 | — | $12,000 | $851 | $11,250 | $6,293,915 |
Introduction
| (1) This column shows the Company's aggregate incremental cost for personal usage of the corporate aircraft. Personal use of the aircraft includes travel between an executive’s principal place of residence and the Company's headquarters in Atlanta and other locations. We calculate the incremental cost by determining the variable operating cost to the Company, including items such as fuel, landing and terminal fees, crew travel expenses and operational maintenance. Expenses determined to be less variable in nature, such as general administration, depreciation and pilot compensation, were not included in the incremental cost. On occasion, family members and close associates traveled with or at the authorization of the CEO on the corporate aircraft; the Company incurred de minimis incremental costs as a result of such travel, which are included in the total. |
Introduction
| (2) This column shows the cash severance payments required under the agreements with the Departed Executives and described in the Agreements with our Named Executive Officers section. |
Introduction
| (3) This column shows relocation expenses related to our Named Executive Officers. For Mr. Schoch, the amount shown includes a tax gross-up of $8,434. |
Introduction
| (4) This column shows the severance benefits in the form of employer paid benefit premiums for the latter part of 2023 following the separation. These payments are required under the agreements with the Departed Executives and described in the Agreements with our Named Executive Officers section. |
Introduction
| (5) This column shows the Company-paid medical services available to Named Executive Officers under our Executive Medical Exam Program. No executives used the Program in 2023. The following are the plan guidelines: $5,000 for those under age 65 and $10,000 for those age 65 or older. |
Introduction
| (6) This column shows the Company-paid amounts for financial planning assistance under our Executive Financial Planning Program. In 2023, Mr. Schoch exceeded the $12,000 limit for financial reimbursement and will only receive $3,000 for 2024 to offset the difference of his annual limit. |
Introduction
| (7) This column shows the value of Company-paid premiums for life insurance for the benefit of our Named Executive Officers. |
Introduction
| (8) This column shows Company matching contributions to our broad-based 401(k) plan, which the Company also makes for our non-executive participants in that plan. |
Introduction
| 2024 Proxy Statement | | 53 |
Introduction
Grants of Plan-Based Awards Table for 2023 This Table shows the equity and non-equity incentive plan awards approved by the Committee for our Named Executive Officers during 2023. Equity awards were made under our Stock Plan. Non-equity incentive plan awards were made under our 2023 Annual Incentive Plan. These plans and related awards are described in the Executive Compensation – Compensation Discussion & Analysis section.
Introduction
| Named Executive Officer | Award Type(4) | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) (4) ($) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | David Wilkinson | Annual Incentive Plan | | 600,000 | 1,200,000 | 2,400,000 | — | — | — | — | — | | | Modified PB RSUs | 10/16/2023 | — | — | — | — | — | — | — | 1,414 | | | Modified TSR-Related RSUs | 10/16/2023 | — | — | — | — | — | — | — | 67,900 | | | Modified Options | 11/13/2023 | — | — | — | — | — | — | — | 24,425 | | Brian Webb-Walsh | Annual Incentive Plan | | 126,576 | 253,151 | 506,302 | — | — | — | — | — | | | Time-Based RSUs | 08/01/2023 | — | — | — | — | — | — | 75,873 | 2,000,012 | | | Modified TB RSUs | 11/13/2023 | — | — | — | — | — | — | — | 3,748 | | Eric Schoch | Annual Incentive Plan | | 78,644 | 157,288 | 314,576 | — | — | — | — | — | | | Time-Based RSUs | 11/01/2023 | — | — | — | — | — | — | 64,185 | 1,000,002 | | | Modified PB RSUs | 11/13/2023 | — | — | — | — | — | — | — | 2,203 | | | Modified TSR-Related RSUs | 11/13/2023 | — | — | — | — | — | — | — | 36,518 | | | Modified TB RSUs | 11/13/2023 | — | — | — | — | — | — | — | 322 | | | Modified Options | 11/13/2023 | — | — | — | — | — | — | — | 4,696 | | Kelli Sterrett | Annual Incentive Plan | | 73,356 | 146,712 | 293,424 | — | — | — | — | — | | | Time-Based RSUs | 09/01/2023 | — | — | — | — | — | — | 16,287 | 500,011 | | | Modified TB RSUs | 11/13/2023 | — | — | — | — | — | — | — | 802 | | Kelly Moyer | Annual Incentive Plan | | 64,474 | 128,948 | 257,896 | — | — | — | — | — | | | Modified PB RSUs | 10/16/2023 | — | — | — | — | — | — | — | 66 | | | Modified TSR-Related RSUs | 10/16/2023 | — | — | — | — | — | — | — | 3,798 | | | Modified TB RSUs | 10/16/2023 | — | — | — | — | — | — | — | 18 | | Mike Hayford | Annual Incentive Plan | | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | | | Qualified Transaction RSUs | 2/13/2023 | — | — | — | 92,834 | 185,667 | 371,334 | — | 5,000,012 | | | rTSR RSUs | 2/13/2023 | — | — | — | 92,833 | 185,666 | 371,332 | — | 6,505,737 | | | Modified QT RSUs | 10/16/2023 | — | — | — | — | — | — | — | 4,923 | | | Modified TSR-Related RSUs | 10/16/2023 | — | — | — | — | — | — | — | 244,165 | | | Modified Options | 11/13/2023 | — | — | — | — | — | — | — | 466,988 |
Introduction
| 54 | | 2024 Proxy Statement |
Introduction
| Named Executive Officer | Award Type(4) | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) (4) ($) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Tim Oliver | Annual Incentive Plan | | 468,750 | 937,500 | 1,875,000 | — | — | — | — | — | | | Qualified Transaction RSUs | 2/13/2023 | — | — | — | 53,844 | 107,687 | 215,374 | — | 2,900,011 | | | rTSR RSUs | 2/13/2023 | — | — | — | 53,843 | 107,686 | 215,372 | — | 3,773,317 | | | Modified QT RSUs | 10/16/2023 | — | — | — | — | — | — | — | 2,264 | | | Modified TSR-Related RSUs | 10/16/2023 | — | — | — | — | — | — | — | 110,823 | | | Modified Options | 11/13/2023 | — | — | — | — | — | — | — | 119,683 | | Don Layden | Annual Incentive Plan | | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | | | Qualified Transaction RSUs | 2/13/2023 | — | — | — | 46,417 | 92,833 | 185,666 | — | 2,499,993 | | | rTSR RSUs | 2/13/2023 | — | — | — | 46,417 | 92,834 | 185,668 | — | 3,252,903 | | | Modified QT RSUs | 10/16/2023 | — | — | — | — | — | — | — | 1,583 | | | Modified TSR-Related RSUs | 10/16/2023 | — | — | — | — | — | — | — | 104,976 | | | Modified Options | 11/13/2023 | — | — | — | — | — | — | — | 126,151 | | Owen Sullivan | Annual Incentive Plan | | 618,750 | 1,237,500 | 2,475,000 | — | — | — | — | — | | | Qualified Transaction RSUs | 2/13/2023 | — | — | — | 55,700 | 111,400 | 222,800 | — | 3,000,002 | | | rTSR RSUs | 2/13/2023 | — | — | — | 55,700 | 111,400 | 222,800 | — | 3,903,456 | | | Modified QT RSUs | 10/16/2023 | — | — | — | — | — | — | — | 2,995 | | | Modified TSR-Related RSUs | 10/16/2023 | — | — | — | — | — | — | — | 146,498 | | | Modified Options | 11/13/2023 | — | — | — | — | — | — | — | 221,182 |
Introduction
| (1) These columns show potential award levels based on performance under our 2023 Annual Incentive Plan. Actual payouts earned under this plan are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. The values are prorated for the following executives: (i) Mr. Webb-Walsh based on his hire date of July 17, 2023; (ii) Mr. Schoch’s based on his promotion on October 16, 2023; (iii) Ms. Sterrett based on her hire date of August 1, 2023 and (iv) Ms. Moyer’s based on her promotion on August 19, 2023. For Mr. Schoch, payout under the AIP was reduced by the amount paid in relation to the transition from sales compensation plan to the AIP. |
Introduction
| (2) This column shows the threshold, target and maximum shares that could be received under QT RSUs and rTSR RSUs awarded in 2023. |
Introduction
| (3) This column shows the accounting grant date fair value of equity awards, as determined in accordance with FASB ASC Topic 718. For 2023, rTSR RSUs values, which are based on a Monte Carlo valuation for accounting purposes, differ from the target values approved by the Committee, which were converted to a number of RSUs based on the closing price of NCR common stock on the date of grant. A Monte Carlo valuation simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of NCR common stock price behavior. The accounting grant date fair values of QT RSU awards are based on the closing price of NCR common stock on the date of grant. The rTSR RSUs awarded to all Named Executive Officers in 2023 are subject to our TSR performance after a performance period from January 1, 2023 through December 31, 2024 relative to the TSR after the same period for the companies in the S&P MidCap 400 Value Index, and to the extent earned, will cliff-vest on December 31, 2025. Vesting of both types of RSUs is generally subject to continued Company service through the applicable vesting dates. |
Introduction
| (4) The modified awards are the incremental accounting expense incurred as a result of the adjustments to equity awards in connection with the Spin-Off, as determined in accordance with FASB ASC Topic 718. |
Introduction
| 2024 Proxy Statement | | 55 |
Introduction
Outstanding Equity Awards at Fiscal Year-End 2023 Table The numbers contained in the following tables reflect the equity award adjustments made in connection with the Spin-Off of NCR Atleos. For additional information about the effect of the Spin-Off on equity awards, see Effect of the Spin-Off on Bonus and Long-Term Incentive Compensation sections of this proxy statement. NCR Voyix LTI Awards This Table provides details about the outstanding NCR Voyix LTI awards held by our Named Executive Officers as of December 31, 2023.
Introduction
| NCR Voyix LTI Awards | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | David Wilkinson | 12/21/2022(3) | — | — | — | — | — | 85,617 | 1,447,783 | | | 2/25/2022(4) | — | — | — | 27,932 | 472,330 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 19,413 | 328,274 | | | 2/23/2021(7) | — | — | — | 43,601 | 737,293 | — | — | | | 2/12/2020(8) | 207,006 | 22.19 | 2/11/2027 | — | — | — | — | | | 2/08/2019 | 43,424 | 15.33 | 2/07/2026 | — | — | — | — | | Brian Webb-Walsh | 8/01/2023(9) | — | — | — | 130,830 | 2,212,335 | — | — | | Eric Schoch | 11/01/2023(10) | — | — | — | 64,185 | 1,085,368 | — | — | | | 12/21/2022(3) | — | — | — | — | — | 41,520 | 702,103 | | | 8/18/2022(10) | — | — | — | 11,654 | 197,069 | — | — | | | 2/25/2022(4) | — | — | — | 19,147 | 323,776 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 12,553 | 212,271 | | | 2/23/2021(7) | — | — | — | 19,151 | 323,843 | — | — | | | 2/12/2020(8) | 62,102 | 22.19 | 2/11/2027 | — | — | — | — | | Kelli Sterrett | 9/01/2023(10) | — | — | — | 28,084 | 474,900 | — | — |
Introduction
| 56 | | 2024 Proxy Statement |
Introduction
| NCR Voyix LTI Awards | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | Kelly Moyer | 12/21/2022(3) | — | — | — | — | — | 5,351 | 90,485 | | | 8/16/2022(10) | — | — | — | 1,445 | 24,435 | — | — | | | 2/25/2022(4) | — | — | — | 1,396 | 23,606 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 971 | 16,420 | | | 2/25/2022(10) | — | — | — | 1,618 | 27,360 | — | — | | | 2/23/2021(7) | — | — | — | 1,889 | 31,943 | — | — | | | 2/23/2021(6) | — | — | — | 735 | 12,429 | — | — | | Mike Hayford | 2/13/2023(3) | — | — | — | — | — | 185,666 | 3,139,612 | | | 2/13/2023(11) | — | — | — | 185,667 | 3,139,629 | — | — | | | 2/25/2022(4) | — | — | — | 139,657 | 2,361,600 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 97,064 | 1,641,352 | | | 2/23/2021(7) | — | — | — | 218,004 | 3,686,448 | — | — | | | 2/12/2020 | 910,828 | 22.19 | 2/11/2027 | — | — | — | — | | | 2/08/2019 | 434,243 | 15.33 | 2/7/2026 | — | — | — | — | | | 5/01/2018 | 266,634 | 18.07 | 4/30/2025 | — | — | — | — | | | 5/01/2018 | 533,268 | 18.07 | 4/30/2025 | — | — | — | — | | Tim Oliver | 2/13/2023(3) | — | — | — | 107,686 | 1,820,970 | — | — | | | 2/13/2023(11) | — | — | — | — | — | 107,687 | 1,820,987 | | | 2/25/2022(4) | — | — | — | 55,863 | 944,643 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 38,826 | 656,548 | | | 2/23/2021(7) | — | — | — | 87,200 | 1,474,552 | — | — | | | 8/1/2020 | 345,423 | 11.76 | 7/31/2027 | — | — | — | — | | Don Layden | 2/25/2022(4) | — | — | — | 55, 863 | 944,643 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 38,826 | 656,548 | | | 2/23/2021(7) | — | — | — | 14,120 | 238,769 | — | — | | | 7/01/2020 | 185,471 | 9.85 | 6/30/2027 | — | — | — | — |
Introduction
| 2024 Proxy Statement | | 57 |
Introduction
| NCR Voyix LTI Awards | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | Owen Sullivan | 2/25/2022(4) | — | — | — | 83,794 | 1,416,957 | — | — | | | 2/25/2022(5) | — | — | — | — | — | 58,238 | 984,805 | | | 2/23/2021(7) | — | — | — | 135,297 | 2,287,872 | — | — | | | 2/12/2020 | 546,497 | 22.19 | 2/11/2027 | — | — | — | — | | | 2/08/2019 | 260,546 | 15.33 | 2/07/2026 | — | — | — | — | | | 8/01/2018 | 178,784 | 15.77 | 7/31/2025 | — | — | — | — | | | 8/01/2018 | 268,176 | 15.77 | 7/31/2025 | — | — | — | — |
Introduction
| 58 | | 2024 Proxy Statement |
Introduction
NCR Atleos LTI Awards This Table provides details about the outstanding NCR Atleos LTI awards held by our Named Executive Officers as of December 31, 2023. Neither Mr. Webb-Walsh nor Ms. Sterrett hold outstanding NCR Atleos LTI awards.
Introduction
| NCR Atleos LTI Awards | | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | David Wilkinson | 12/21/2022(3) | — | — | — | — | — | — | 42,808 | 1,039,806 | | | 2/25/2022(4) | — | — | — | — | 15,840 | 384,754 | — | — | | | 2/25/2022(5) | — | — | — | — | — | — | 9,706 | 235,759 | | | 2/23/2021(7) | | — | — | — | 22,722 | 551,917 | — | — | | | 2/12/2020(8) | 103,503 | — | 32.15 | 2/11/2027 | — | — | — | — | | | 2/8/2019 | 21,712 | — | 22.20 | 2/07/2026 | — | — | — | | | Eric Schoch | 2/12/2020(8) | 31,051 | — | 32.15 | 2/11/2027 | — | — | — | — | | Kelly Moyer | 12/21/2022(3) | — | — | — | — | — | — | 2,675 | 64,976 | | | 8/16/2022(10) | — | — | — | — | 722 | 17,537 | — | — | | | 2/25/2022(4) | — | — | — | — | 792 | 19,238 | — | — | | | 2/25/2022(5) | — | — | — | — | — | — | 485 | 11,781 | | | 2/25/2022(10) | — | — | — | — | 809 | 19,651 | — | — | | | 2/23/2021(7) | — | — | — | — | 984 | 23,901 | — | — | | | 2/23/2021(6) | — | — | — | — | 367 | 8,914 | — | — | | Mike Hayford | 2/13/2023(3) | — | — | — | — | — | — | 92,833 | 2,254,914 | | | 2/13/2023(11) | — | — | — | — | 92,833 | 2,254,914 | — | — | | | 2/25/2022(4) | — | — | — | — | 79,204 | 1,923,865 | — | — | | | 2/25/2022(5) | — | — | — | — | — | — | 48,532 | 1,178,842 | | | 2/23/2021(6) | — | — | — | — | 113,612 | 2,759,635 | — | — | | | 2/12/2020(8) | 455,414 | — | 32.15 | 2/11/2027 | — | — | — | — | | | 2/8/2019 | 217,121 | — | 22.20 | 2/07/2026 | — | — | — | — | | | 5/1/2018 | 133,317 | — | 26.18 | 4/30/2025 | — | — | — | — | | | 5/1/2018 | 266,634 | — | 26.18 | 4/30/2025 | — | — | — | — |
Introduction
| 2024 Proxy Statement | | 59 |
Introduction
| NCR Atleos LTI Awards | | | | | | | | | | | Named Executive Officer | Grant Date | Option Awards | | | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested ($)(2) | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | Tim Oliver | 2/13/2023(3) | — | — | — | — | 53,843 | 1,307,846 | — | — | | | 2/13/2023(11) | — | — | — | — | — | — | 53,843 | 1,307,846 | | | 2/25/2022(4) | — | — | — | — | 31,681 | 769,531 | — | — | | | 2/25/2022(5) | — | — | — | — | — | — | 19,413 | 471,542 | | | 2/23/2021(6) | — | — | — | — | 45,444 | 1,103,835 | — | — | | | 8/1/2020 | 172,711 | — | 11.76 | 7/31/2027 | — | — | — | — | | Don Layden | 2/25/2022(4) | — | — | — | — | 31,681 | 769,531 | — | — | | | 2/25/2022(5) | — | — | — | — | — | — | 19,413 | 471,542 | | | 2/23/2021(7) | — | — | — | — | 7,060 | 171,487 | — | — | | | 7/01/2020 | 92,735 | — | 14.26 | 6/30/2027 | — | — | — | — | | Owen Sullivan | 2/25/2022(4) | — | — | — | — | 47,523 | 1,154,334 | — | — | | | 2/25/2022(5) | — | — | — | — | — | — | 29,119 | 707,301 | | | 2/23/2021(7) | — | — | — | — | 70,510 | 1,712,688 | — | — | | | 2/12/2020(8) | 273,248 | — | 32.15 | 2/11/2027 | — | — | — | — | | | 2/8/2019 | 130,273 | — | 22.20 | 2/07/2026 | — | — | — | — | | | 8/1/2018 | 89,392 | — | 22.85 | 7/31/2025 | — | — | — | — | | | 8/1/2018 | 134,088 | — | 22.85 | 7/31/2025 | — | — | — | — |
Introduction
| (1) The 2018, 2019 and 2020 options are fully vested. |
Introduction
| (2) The market value of outstanding RSU awards was calculated by multiplying the number of shares shown in the tables by $16.91, which was the closing market price of NCR Voyix common stock on December 29, 2023, the last trading day of our fiscal year, or by $24.29, which was the closing market price of Atleos on December 29, 2023, as applicable. |
Introduction
| (3) Reflects the TSR portion of the 2023 equity award awarded to our Named Executive Officers in December 2022, and with respect to the Departed Executives, in February 2023. |
Introduction
| (4) Performance of these PBRSUs against the applicable adjusted EBITDA and recurring revenue metrics was measured as of the date of the Spin-Off, certified at 101.7% of target and converted into time-based RSUs which will continue to vest through February 25, 2025, subject to continued service through the vesting date. |
Introduction
| (5) For all Named Executive Officers, a rTSR RSU award where performance achieved will be determined based on the combined performance of the TSR of NCR Voyix and NCR Atleos common stock relative to the S&P MidCap 400 Value Index over the performance period between February 25, 2023 and December 31, 2025, and will cliff vest on the third anniversary of the grant date, generally subject to continued Company service through the vesting date. These rTSR RSUs were trending below target as of December 31, 2023 and in accordance with SEC rules are reflected herein at the target level of achievement. |
Introduction
| 60 | | 2024 Proxy Statement |
Introduction
| (6) For all Named Executive Officers, PBRSU award where performance achieved was determined at 65.26% of target based on the Company’s stock price appreciation through December 30, 2023. The PBRSU award vested at 50% on December 31, 2022 and the remainder vested on December 31, 2023, generally subject to continued Company service through the vesting date. |
Introduction
| (7) For all Named Executive Officers other than Mr. Layden, performance of these PBRSUs against the applicable adjusted EBITDA and recurring revenue metrics was measured as of the date of the Spin-Off, certified at 131.1% of target and vested on the grant date anniversary in 2024. For Mr. Layden, his 2021 PBRSU award was subject to the performance goal of successfully closing the Cardtronics Acquisition (achieved in 2021), which award vested 1/3 on each anniversary of the grant date, generally subject to his continued Company service through the vesting dates or qualified retirement. |
Introduction
| (8) Premium-priced options granted on February 12, 2020 with an exercise price that includes a 15% premium over the grant date closing NCR stock price. Sign-on premium-priced options granted on August 1, 2020 have an exercise price that includes a 10% premium over the grant date closing NCR stock price. |
Introduction
| (9) Sign-on time-based RSU award that will fully vest on the grant date anniversary in 2026, generally subject to continued Company service through the vesting date. |
Introduction
| (10) Time-based RSU award that will vest in equal installments over a three-year period and will fully vest in on the three-year anniversary of the grant date, generally subject to continued Company service through each applicable vesting date. |
Introduction
| (11) Reflects the Qualified Transaction portion of the 2023 equity award awarded in February 2023, which vested on the one year anniversary of the grant date. |
Introduction
2023 Stock Vested Table This Table shows the vesting of RSUs held by our Named Executive Officers during 2023. None of our Named Executive Officers exercised options in 2023.
Introduction
| Stock Vested - 2023 | | | | | | | | | | PBRSUs and RSUs | | | | | | | | Named Executive Officer | Number of NCR Corporation Shares Acquired on Vesting | Number of NCR Voyix Corporation Shares Acquired on Vesting | Number of Atleos Corporation Shares Acquired on Vesting | Value Realized of NCR Corporation Shares on Vesting(1) | Value Realized of NCR Voyix Corporation Shares on Vesting(2) | Value Realized on Atleos Corporation Shares on Vesting(3) | Total Value Realized on Vesting | | David Wilkinson | 28,588 | 92,988 | 46,494 | $756,438 | $1,545,030 | $1,153,740 | $3,455,208 | | Brian Webb-Walsh | — | — | — | — | — | — | — | | Eric Schoch | 8,576 | 44,699 | — | $226,921 | $742,573 | — | $969,494 | | Kelli Sterrett | — | — | | — | — | — | — | | Kelly Moyer | 2,488 | 5,351 | 2,675 | $64,917 | $88,773 | $66,501 | $220,191 | | Mike Hayford | 125,788 | 36,859 | 18,429 | $3,328,350 | $623,286 | $447,640 | $4,399,276 | | Tim Oliver | 36,173 | 14,744 | 7,372 | $953,520 | $249,321 | $179,066 | $1,381,907 | | Don Layden | 14,120 | 194,882 | 97,440 | $367,967 | $3,159,918 | $2,092,960 | $5,620,845 | | Owen Sullivan | 75,473 | 245,676 | 122,838 | $1,997,016 | $3,991,737 | $2,655,105 | $8,643,858 |
Introduction
| Potential Payments Upon Termination or Change in Control ($) | | | | | | | Named Executive Officer | Termination Upon Change in Control(1) | Involuntary Termination Without Cause(2) | Death or Disability | Retirement | Voluntary Resignation or Termination for Cause | | David Wilkinson | | | | | | | Cash Severance | 5,000,000 | 4,000,000 | — | — | — | | Pro rata Bonus(3) | 1,200,000 | 1,200,000 | 1,200,000 | — | — | | Equity Awards(4),(5),(6) | 5,311,904 | 4,698,671 | 5,311,904 | — | — | | Welfare Benefits | 41,582(7) | 41,582 | — | — | — | | Outplacement | 8,000 | 8,000 | — | — | — | | Total Benefits Payable upon Termination | 11,561,486 | 9,948,253 | 6,511,904 | — | — | | Brian Webb-Walsh | | | | | | | Cash Severance | 2,200,000(8) | 1,650,000 | — | — | — | | Pro rata Bonus(3) | 253,151 | 253,151 | 253,151 | — | — | | Equity Awards(4),(5),(6) | 2,212,335 | 2,212,335 | 2,212,335 | — | — | | Welfare Benefits | 28,505(7) | 28,505 | — | — | — | | Outplacement | 8,000 | 8,000 | — | — | — | | Total Benefits Payable upon Termination | 4,701,991 | 4,151,991 | 2,465,486 | — | — | | Eric Schoch | | | | | | | Cash Severance | 2,000,000 | 1,000,000 | — | — | — | | Pro rata Bonus(3) | 157,288 | 157,288 | 157,288 | — | — | | Equity Awards(4),(5),(6) | 2,844,431 | 1,179,415 | 2,844,431 | — | — |
Introduction
| Potential Payments Upon Termination or Change in Control ($) | | | | | | | Named Executive Officer | Termination Upon Change in Control(1) | Involuntary Termination Without Cause(2) | Death or Disability | Retirement | Voluntary Resignation or Termination for Cause | | Welfare Benefits | 39,563(7) | 39,563 | — | — | — | | Outplacement | 8,000 | 8,000 | — | — | — | | Total Benefits Payable upon Termination | 5,049,282 | 2,384,266 | 3,001,719 | — | — | | Kelli Sterrett | | | | | | | Cash Severance | 1,700,000 | 850,000 | — | — | — | | Pro rata Bonus(3) | 146,712 | 146,712 | 146,712 | — | — | | Equity Awards(4),(5),(6) | 474,900 | 474,900 | 474,900 | — | — | | Welfare Benefits(9) | 323(7) | 323 | — | — | — | | Outplacement | 8,000 | 8,000 | — | — | — | | Total Benefits Payable upon Termination | 2,329,935 | 1,479,935 | 621,612 | — | — | | Kelly Moyer | | | | | | | Cash Severance | 928,000 | 464,000 | — | — | — | | Pro rata Bonus(3) | 144,000 | 144,000 | 144,000 | — | — | | Equity Awards(4),(5),(6) | 392,676 | 320,452 | 392,676 | — | — | | Welfare Benefits | 39,411(7) | 39,411 | — | — | — | | Outplacement | 8,000 | 8,000 | — | — | — | | Total Benefits Payable upon Termination | 1,512,087 | 975,863 | 536,676 | — | — |
Introduction
| Fiscal Year | Summary Compensation Table Total for First PEO(1)(2) | Summary Compensation Table Total for Second PEO(1)(2) | Compensation Actually Paid to First PEO(1)(3) | Compensation Actually Paid to Second PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of an initial $100 Investment: | | Net Income (Millions)(6) | Adjusted EBITDA Millions(7) | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2023 | $22,632,770 | $1,879,422 | $34,989,625 | $5,810,060 | $6,029,503 | $6,122,187 | $78.41 | $219.40 | ($423) | $616 | | 2022 | $12,743,595 | N/A | ($23,626,321) | N/A | $5,545,639 | ($5,623,383) | $66.58 | $139.00 | $59 | $596 | | 2021 | $14,840,501 | N/A | $25,600,030 | N/A | $6,428,128 | $9,513,796 | $114.33 | $193.58 | $98 | $471 | | 2020 | $28,325,266 | N/A | $48,362,013 | N/A | $8,754,275 | $13,908,923 | $106.85 | $143.89 | ($78) | $896 |
Introduction
| (3) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for 2023 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT): |
Introduction
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2023 (For First PEO) | Fiscal Year 2023 (For Second PEO) | Fiscal Year 2023 (Average For Non- PEO NEOs) | | Summary Compensation Table Total | $22,632,770 | $1,879,422 | $6,029,503 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | ($12,221,825) | ($94,739) | ($3,388,290) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $12,492,121 | $0 | $538,943 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $6,298,524 | $1,774,513 | $677,277 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | $1,580,284 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $5,788,034 | $2,250,864 | $684,470 | | Compensation Actually Paid | $34,989,625 | $5,810,060 | $6,122,187 |