NCR Voyix Corp

The following table sets forth the key elements of our 2024 executive compensation programs established by our Committee for our NEOs.

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. These pay elements that are “at risk,” or contingent upon corporate performance, are noted in the charts below. This design creates an incentive for achievement of performance goals (short- and long-term) and aligns the interests of our executives with those of our stockholders. For Mr. Wilkinson, the 89% at-risk target total direct compensation shown in the table below is based on his 2024 base salary of $800,000, target 2024 AIP award of $1,200,000, and target 2024 equity award values for all equity awards made under our 2017 Stock Plan in 2024 ($5,500,000, consisting of TB-RSUs and PB-RSUs). The “at risk” pay does not include awards as outlined in the “Other Equity Grants for 2024 Named Executive Officers” section below. Mr. Kelly, our current Chief Executive Officer effective as of February 4, 2025, has 90% at-risk target total direct compensation for fiscal 2025. The percentage of target total pay directly linked to the performance of the Company for our NEOs other than Mr. Wilkinson (based on the pay elements described above for Mr. Wilkinson) averaged 81% for fiscal 2024.

2024 Target Total Direct Compensation Pay Mix

2024 Compensation Program Elements and Payouts

The following describes the elements of our 2024 executive compensation program established by the Committee for our NEOs as well as the payouts earned and funded under the program for our NEOs.

2024 Base Salaries

The Committee endeavors to set base salaries at a level competitive with our peer group. This helps us attract and retain top quality executive talent, while keeping our overall fixed costs at a reasonable level. In 2024, the Committee determined not to increase the base salary for any of our continuing NEOs. The base salaries for our NEOs for fiscal 2024 were as follows:

(1)Mr. Kelly’s base salary in effect upon his appointment to Executive Chair on May 8, 2024.

2024 Annual Incentive Plan

In 2024, our NEOs participated in the 2024 AIP. The 2024 AIP is an annual short-term cash incentive plan designed to support the Company’s strategic business objectives, promote the attainment of our annual financial plan, reward achievement of organizational objectives and encourage effective collaboration across teams.

At the beginning of the performance year, the Committee establishes an annual cash incentive target for our eligible executive officers, including our NEOs, as a percentage of base salary based on market pay ranges and positioning within the senior leadership team. For 2024, the Committee determined not to increase the target bonus opportunities (as a percentage of base salary) for our continuing NEOs. The 2024 AIP target bonus opportunities for our NEOs were as follows:

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

2024 AIP Objectives and Weightings

Awards under our 2024 AIP are paid out based on the achievement of corporate and strategic goals that tie payouts directly to key measures of our overall business performance.

•Adjusted EBITDA (50%): Adjusted EBITDA continues to be our primary financial performance objective, weighted at 50%. The Committee established Adjusted EBITDA as 50% of the 2024 AIP metrics because it is one of our key business objectives, aiming to drive profitable growth by increasing revenue and controlling operating costs, and is a critical measure our stockholders use to assess our annual performance.

•Revenue (30%): The Committee established Revenue as 30% of the 2024 AIP metrics because it is supported by our stockholders and continues to be a key indicator of our strategic execution on our growth strategy.

•Strategic Scorecard (20%): The Strategic Scorecard is an annual assessment of accomplishments and progress on strategic goals in recognition of their importance in supporting the Company's growth objectives. The Committee assessed the individual strategic scorecard items shown below, without assigning particular weighting to any one item.

Each of these financial metrics is defined in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section of this proxy statement. The "Supplementary Non-GAAP Information" section of this proxy statement reflects a reconciliation of net income (loss) from continuing operations attributable to NCR Voyix (GAAP) to Adjusted EBITDA (Non-GAAP).

2024 Performance Objectives and Results

Each year the Committee sets rigorous performance targets for our AIP based on an evaluation of various factors such as corporate strategy, alignment with stockholder interests, our annual financial plan, our performance history, and industry outlook.

•Adjusted EBITDA Target: The Committee established an Adjusted EBITDA target of $588 million for 2024 (after constant currency and other Committee approved adjustments).

•Revenue Target: The Committee established a Revenue target of $3,507 million for 2024 (after constant currency and other Committee approved adjustments).

•Strategic Scorecard Rating Scale: A rating scale of 1-5 is used to determine performance.

The Committee approved the threshold, target and maximum funding levels for the 2024 AIP objectives (as shown in the table below) which, if achieved, would result in funding at 50%, 100%, and 200%, respectively. Actual achievement is interpolated between these points. The threshold for a particular AIP objective must be achieved before any payment will be made with respect to it. In no event can the 2024 funding levels exceed 200%.

The AIP EBITDA achieved by the Company for 2024 was $543 million, which was above the threshold AIP objective of $529 million as shown in the table below (with each amount shown after constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section). This resulted in 31% funding for the AIP EBITDA objective under the 2024 AIP.

The AIP Revenue achieved by the Company for 2024 was $3,276 million, which was below the threshold of $3,332 million (with each amount shown after constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section). This resulted in 0% funding for the AIP Revenue objective under the 2024 AIP.

The Strategic Scorecard categories and Company performance in each category were evaluated on a 1-5 scale, with “3” as meeting expectations, “1” as fully missing expectations, and “5” as fully exceeding expectations. Based on the Committee’s evaluation of the Company’s achievement of the strategic scorecard items, the Committee awarded this component at 3% funding for fiscal 2024.

The Committee considered the substantial efforts undertaken by the Company's executives and employees in respect of the Company's 2024 strategic initiatives and transformation efforts, including the sale of the Digital Banking business, restructuring of the hardware business as well as the Company's leverage reduction initiatives. In recognition of the fact that these initiatives became the primary strategic priorities for the executive management team, and as permitted under the 2024 AIP, the Committee increased the payout percentage from 34% to 45% for the Company’s NEOs and other bonus-eligible employees.

The Committee considered several factors when considering whether to make the adjustment, including the significance of the impact of the strategic initiatives and transformation efforts which resulted in the improvement in the Company’s financial position due to the pay down of more than $1.8 billion in debt and the related reduction of interest expense and financing costs, as well as positioning the Company to focus on its core restaurant and retail businesses. In addition, the Committee viewed the adjustment as appropriately-sized given that the overall 2024 AIP payout remained modest at less than half of target (45%).

(1)The AIP EBITDA and AIP Revenue objectives are shown after the revisions from the Company's sale of the Digital Banking business as well as the constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section.

2024 AIP Individual Payouts

As set forth in the table above, the 2024 AIP was achieved at 45%. The table below shows the 2024 AIP funded annual incentive awards paid to each of our NEOs:

(1)Mr. Kelly's 2024 AIP bonus reflects the prorated amount for his appointment as Executive Chair on May 8, 2024.

(2)Mr. Tansill was not eligible to receive a 2024 AIP bonus as result of his departure from the Company on September 30, 2024 upon the sale of the Digital Banking business.

2024 Annual Long-Term Incentive Program

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

2024 Long-Term Incentive Plan

The following table sets forth the target value and the accounting grant date fair values of the 2024 LTIP awards approved by the Committee for our NEOs. The target values approved by the Committee as shown in the first column of the following table differ from the total values shown in the last column because the target values were converted to a number of RSUs based on the closing price of NCR Voyix common stock on the date of grant.

(1)Neither Mr. Kelly nor Mr. Tansill were eligible to participate in the 2024 LTIP. See “Grants of Plan-Based Awards Table” for information on grants.

(2)This column shows the valuation of the TB-RSUs and PB-RSUs for all NEOs made in early 2024 pursuant to the 2024 LTIP, as determined in accordance with FASB ASC Topic 718. The number of shares of the Company's common stock subject to all of the TB-RSUs and PB-RSUs comprising the 2024 LTIP awards is determined by dividing the target value of the 2024 LTIP awards shown in the “LTIP Target Value” column of the table above by the closing price of the Company's common stock on the date of grant of $12.34 per share. The difference in value between the target value of the 2024 LTIP awards shown in the “LTIP Target Value” column and the “ASC 718 Value” column in the table above is solely due to the different requirements of ASC 718 as applied to the different kinds of 2024 LTIP awards. Under ASC 718, both the TB-RSUs and the portion of the PB-RSUs tied to financial metrics are also valued for accounting purposes using the Company's common stock price on the date of grant of $12.34 per share. However, the portion of the PB-RSUs tied to rTSR is valued using a “Monte Carlo valuation” on the date of grant, which instead of using the Company's common stock price on the date of grant of $12.34, simulates a distribution of stock prices throughout the remaining performance period for such PB-RSUs, resulting in a weighted grant date fair value for accounting purposes for such PB-RSUs of $13.45 per share. For other equity grants made in 2024 to our NEOs, see "Other 2024 Equity Grants for Named Executive Officers" below.

Other 2024 Equity Grants for Named Executive Officers

Brendan Tansill Sign-On Equity Grant

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

James G. Kelly Executive Chair Appointment Grant

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

Market-Based Restricted Stock Unit Grants

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

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

interpolation. See the "Summary Compensation Table" and the "Grants of Plan-Based Awards Table" in the Executive Compensation Tables section of this proxy statement for additional detail regarding the November 2024 grants of PB-RSUs made to our NEOs (other than Mr. Tansill).

PB-RSU Awards Granted in 2022

In 2022, the Committee granted 100% of the 2022 annual LTIP award value in the form of PB-RSUs, half of which were certified based on Company performance as of the Spin-Off and converted into time-based only awards, as discussed in our Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 17, 2024 under the sections titled “Equity Award Adjustments in Connection with the Spin-Off” and "2022 PB-RSUs Performance Achievement.” These awards vested for Messrs. Wilkinson and Schoch in February 2025 under the original vesting schedule based on continued service.

2022 PB-RSUs – Total Shareholder Return Award

The other half of the 2022 annual LTIP award was subject to a combined three-year total shareholder return (“TSR”) performance metric of NCR Voyix and NCR Atleos. The performance period was assessed from February 25, 2022 to December 31, 2024 based on the combined TSR metrics attained by NCR Voyix and NCR Atleos (i.e., with the ending share price for purposes of such awards calculated by adding together the sum of the applicable NCR Voyix average stock price and the applicable NCR Atleos average stock price (as adjusted for the Spin-Off distribution ratio)) for the entire three-year performance period. The performance was based on the percentile ranking against S&P Midcap 400 Value Index. The Committee approved the threshold, target and maximum payout levels for TSR percentile rank which, if achieved, would have resulted in payout at 50%, 100%, and 200%, respectively. A threshold of 25th percentile needed to be achieved before any payout would be made with respect to the award. The TSR performance resulted in a percentile ranking of 20.3, which did not meet the minimum threshold and resulted in a zero payout. Since the performance criteria was not met, the 2022 PB-RSUs were forfeited for Messrs. Wilkinson and Schoch.

See the definitions of the applicable TSR metrics in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section below.

Other Benefits and Perquisites

Like our other full-time salaried U.S. employees, the NEOs participate in our 401(k) plan and our health and welfare benefit programs designed to attract, retain and motivate our workforce and keep us competitive with other employers. Our 401(k) plan encourages employees to save and prepare financially for retirement. Health and welfare benefits help our workforce stay healthy, focused and productive.

Our NEOs are eligible for other limited benefits that the Committee considers reasonable and appropriate under our executive compensation philosophy. These benefits, which do not represent a significant portion of our NEOs’ total compensation, are intended to attract and retain highly qualified talent, minimize distractions from critical Company business and protect the health and security of our key executives. These benefits are reported as “All Other Compensation” in our "Summary Compensation Table" in the "Executive Compensation Tables" section. They include a financial planning allowance of up to $12,000, executive medical exams, relocation benefits to certain of our NEOs, Company-paid life insurance premiums, and 401(k) retirement plan contributions.

We do not provide tax reimbursements (or tax gross-ups) with the exception of those provided in connection with relocations required by the Company, which are generally also provided to non-executive employees.

Agreements with Our Named Executive Officers

Messrs. Kelly, Webb-Walsh, Schoch and Ms. Sterrett have agreements with the Company that generally set forth, among other things, their initial base salaries, bonus opportunities and equity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect ordinary-course compensation changes. Agreements were also in effect for Messrs. Wilkinson and Tansill for 2024. In addition, Mr. Wilkinson entered into a separation agreement with the Company that detailed certain key terms with respect to his separation from the Company as described below.

James G. Kelly. In connection with his appointment as President and Chief Executive Officer, Mr. Kelly and the Company entered into a letter agreement dated February 4, 2025. The letter agreement describes Mr. Kelly's salary, incentive opportunities and awards and benefit plan participation. Mr. Kelly’s equity-based incentive awards will vest in full upon a “Qualifying Termination” (as defined in the 2024 Executive Severance Plan). Such awards will also be eligible to vest upon Mr. Kelly’s voluntary retirement following his attainment of (x) both the age of sixty-five (65) and completion of at least five (5) years of combined employment and board service for the Company, or (y) any other combination of age and combined employment and board service that equals seventy (70), subject in each case to Mr. Kelly’s provision of at least six (6) months’ notice of intent to retire, and provided that equity-based incentive awards issued within twelve (12) months of retirement will not be eligible for retirement-based vesting acceleration. Mr. Kelly’s letter agreement also provides that Mr. Kelly will participate in the 2024 Executive Severance Plan; provided, that all cash severance payments to which Mr. Kelly may become entitled to under the 2024 Executive Severance Plan will be paid in three (3) equal installments, payable on each of the first three (3) anniversaries of Mr. Kelly’s termination of employment. Mr. Kelly’s letter agreement also contains customary employment terms and conditions, and restrictive covenants applicable to Mr. Kelly, including non-disclosure and, for three (3) years post-termination, non-solicitation of Company employees and customers, non-compete and non-disparagement.

Prior to his appointment as President and Chief Executive Officer, Mr. Kelly served as Executive Chair of the Board from May 8, 2024 through February 4, 2025. The terms of Mr. Kelly's May 8, 2024 letter agreement for the Executive Chair role provided his initial salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Mr. Kelly’s letter agreement also provided for Mr. Kelly’s eligibility to participate in the 2024 Executive Severance Plan; provided, that, in the event that Mr. Kelly ceased being the Executive Chair of the Board but thereafter remained in service to the Company as a non-employee director of the Board, such termination would not constitute a “Qualifying Termination” under the 2024 Executive Severance Plan. Mr. Kelly's equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan.

Brian Webb-Walsh. Mr. Webb-Walsh’s June 9, 2023 letter agreement describes his initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Webb-Walsh was entitled to a separation benefit of one and one-half times (1.5x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of three times (3x) salary plus target bonus. Pursuant to his letter agreement, if his employment was terminated other than for Cause or if he resigned for Good Reason, his unvested sign-on equity awards would vest immediately. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson below.

On March 13, 2024, Mr. Webb-Walsh’s letter agreement was amended to reflect that the separation benefits set out in his letter agreement have been replaced by participation in, and the terms of, the 2024 Executive Severance Plan.

Kelli Sterrett. Ms. Sterrett's July 26, 2023 letter agreement describes her initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to her letter agreement, if her employment is terminated other than for Cause or if she resigns for Good Reason, her unvested sign-on equity awards will vest immediately, and she will be entitled to separation benefits described in the 2024 Executive Severance Plan, as applicable. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson below. Ms. Sterrett's equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan.

David Wilkinson. Mr. Wilkinson’s September 25, 2023 employment agreement describes his salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Wilkinson was entitled to a separation benefit of one times (1x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two times (2x) salary plus target bonus.

Mr. Wilkinson’s employment agreement was amended on March 13, 2024 to incorporate the 2024 Executive Severance Plan. As a result, Mr. Wilkinson was entitled to a separation benefit of two times (2x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two and half times (2.5x) salary plus target bonus, in each case subject to the other terms and benefits set forth in the 2024 Executive Severance Plan. Mr. Wilkinson’s equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan.

In connection with Mr. Wilkinson's departure from the Company, on February 4, 2025, the Company entered into a separation and release agreement with Mr. Wilkinson, which confirms his severance benefits and post-termination obligations under his employment agreement, the 2024 Executive Severance Plan and the agreements governing his outstanding equity awards. Pursuant to the separation agreement, Mr. Wilkinson agreed to a general waiver and release of claims in favor of the Company. In addition, Mr. Wilkinson agreed to provide transition services, as an independent contractor of the Company, from February 4, 2025 through April 5, 2025. In exchange for the promises in Mr. Wilkinson’s separation agreement, Mr. Wilkinson received (i) cash severance payments and benefits consistent with the provisions of his employment agreement as amended on March 13, 2024 and the 2024 Executive Severance Plan; (ii) his accrued, but unpaid short-term cash incentive bonus for calendar year 2024; (iii) a prorated short term cash incentive bonus for calendar year 2025; (iv) prorated vesting and settlement of previously granted TB-RSUs, based on his continued services through the last day of his transition services period and subject to the terms set forth in the 2017 Stock Plan; (v) prorated vesting and settlement of certain previously granted PB-RSUs, based on actual performance at the end of the performance period and continued services through the last day of his transition services period, and subject to the terms set forth in the 2017 Stock Plan; and (vi) a consulting fee of $15,000 per month that Mr. Wilkinson provides transition services, subject to Mr. Wilkinson’s reaffirmation of his general waiver and release of claims in favor of the Company.

Eric Schoch. Mr. Schoch’s October 28, 2016 letter agreement describes his initial salary, incentive opportunities and awards, benefit plan participation and related items. In connection with his appointment as Executive Vice President and President, Retail, Mr. Schoch’s letter agreement was amended on September 15, 2023. Mr. Schoch was also eligible to participate in the 2024 Executive Severance Plan. As a result, Mr. Schoch is entitled to a separation benefit of one times (1x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason (each, as defined in the 2024 Executive Severance Plan)) and, in the event of a change in control, a separation benefit of two times (2x) salary plus target bonus, subject to the other terms and benefits under the 2024 Executive Severance Plan. Mr. Schoch’s equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan.

On February 11, 2025, Mr. Schoch departed from his role as Executive Vice President and President, Retail and transitioned to an operational leadership role at the Company. There was no change in Mr. Schoch’s compensation in connection with this transition, and he remained a participant in the 2024 Executive Severance Plan.

Brendan Tansill. Mr. Tansill’s December 22, 2023 letter agreement describes his salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items. Mr. Tansill’s letter agreement also provided that, in the event that all or substantially all of the Company’s Digital Banking business or assets were sold, Mr. Tansill would be eligible for a cash deal bonus up to $4,000,000 as well as pro rata acceleration of his sign-on equity award. Further, Mr. Tansill was eligible to participate in the Company’s 2024 Executive Severance Plan; provided, that, in the event that all or substantially all of the Company’s Digital Banking business or assets were sold and Mr. Tansill accepted a role with the buyer of the Digital Banking business, then Mr. Tansill would not be eligible to receive severance benefits. Mr. Tansill's equity awards are governed by the terms of the applicable award agreements and the 2017 Stock Plan.

In connection with the Digital Banking Sale, on September 30, 2024, Mr. Tansill’s employment with the Company terminated and he accepted a role with the buyer. Accordingly, he was not eligible for severance under the 2024 Executive Severance Plan. He received a deal bonus of $4,000,000 described above based on the consideration paid in the Digital Banking sale and pro rata acceleration of his sign-on equity award.

Severance Benefits - 2024 Executive Severance Plan

Change in Control (CIC) Severance

If the Company considers potential change in control transactions, we want to ensure that our key executives are incentivized to remain with us during this process and evaluate the transactions in an objective and undistracted way in order to support stockholder value. For these reasons, our 2024 Executive Severance Plan for our senior executive team has certain provisions applicable to a change in control. Under this plan, in the event of a change in control, we pay only “double-trigger” separation benefits, that is, benefits pay out only if both a change in control occurs and employment ends in a qualifying termination within the six-month period prior to, or the two-year period following, the change in control. There are no tax gross-ups under the plan. The 2024 Executive Severance Plan has three benefit levels that apply to our NEOs in the event of a qualifying termination connected to a change in control, as described in greater detail below.

Standard (Non-CIC) Severance

We provide our key executives reasonable severance benefits to ensure that we remain competitive with other employers, and to help us attract and retain top talent. Our 2024 Executive Severance Plan provides certain severance benefits in the event employment ends in a qualifying termination not connected to a change in control. Under the 2024 Executive Severance Plan, severance will not be paid to NEOs who voluntarily resign from Company service (other than for good reason) and no additional amounts will be paid under the Plan unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate and necessary and appropriate to protect the interests of the Company and our stockholders.

For more about these severance benefits and the multipliers used to determine the executives’ benefits, see the “Potential Payments Upon Termination or Change in Control” section below.

Hedging and Pledging Policy

Our Insider Trading Policy incorporates the Company’s prohibitions against hedging, pledging and related transactions. The Insider Trading Policy applies to all officers, directors and employees (including temporary employees) of the Company and its subsidiaries, as well as certain family members of, and individuals who live in the same household as, are financially dependent on, or whose transactions (including transactions by an entity) in the Company’s securities are directed by or subject to the influence or control of, any such person.

In order to restrict covered persons from engaging in transactions that hedge or offset, or are designed to hedge or offset, 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 team 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, our executive officers are expected to beneficially own at least the following number of shares:

•For the Chief Executive Officer: equal to six times base salary

•For the Chief Financial Officer: equal to three times base salary

•For all other NEOs: equal to three times base salary

•For the Chief Accounting Officer: equal to one times base salary

Shares that count towards satisfaction of the stock ownership levels include shares owned personally, unvested TB-RSUs, and stock acquired through our Employee Stock Purchase Plan. Unearned PB-RSUs and unexercised stock options (vested and unvested) do not count toward the minimum ownership levels. Newly hired or promoted executives have five years to reach their ownership levels. Each of our NEOs was within the grace period or was in compliance with the stock ownership guidelines as of the Record Date of the Annual Meeting.

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 the Committee is an executive officer.

Compensation Clawback Policy

We adopted an updated clawback policy in 2023 to comply with newly enacted NYSE rules that track the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This policy generally provides that short-term and long-term incentive awards provided to our executive officers, including our NEOs, that are granted, vested or paid based on the achievement of a financial reporting measure (“covered compensation”), will be subject to clawback (forfeiture or repayment) subject to certain limited regulatory exceptions, as directed by the Committee, if:

•There is an accounting restatement of the Company’s financial statements, and

•The amount of covered compensation granted, vested or paid to the executive officer exceeds the amount of covered compensation that otherwise would have been granted, vested or paid to the executive officer had such compensation been determined based on the applicable restatement.

The clawback obligation is irrespective of any finding of misconduct by any current or former executive officer. This policy applies to all incentive-based compensation (including cash bonus payments) received by our current and former executive officers on or after October 2, 2023, which is the effective date specified in the NYSE listing standards.

Option Grant Policies and Practices

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