NCR Voyix Corp

2025 Compensation Program

The following table sets forth the key elements of our 2025 executive compensation programs established by the Committee for our NEOs.

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

2025 Target Total Direct Compensation Pay Mix

2025 Compensation Program Elements and Payouts

The following describes the elements of our 2025 executive compensation program established by the Committee for our NEOs as well as the payouts earned and funded under the program.

2025 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. The annual base salaries for our NEOs for 2025 were as follows:

(1)Mr. Kelly’s base salary reflects his annual base salary that became effective upon his appointment as President and Chief Executive Officer as of February 4, 2025.

(2)Mr. Wilson's base salary reflects his annual base salary of £445,500 per year that became effective upon his appointment as Executive Vice President and President, Retail & Payments, on February 11, 2025. The U.S. dollar amount shown above reflects an approximate conversion using the exchange rate of 1 USD : 0.743 GBP as of December 31, 2025 (source: FactSet).

(3)Mr. Tadele's base salary was increased from $400,000 to $500,000, effective February 12, 2025.

(4)These salaries may vary from the "Summary Compensation Table," which reflects, where applicable, pro-rata treatment based on the appointment and salary adjustment dates indicated above.

2025 Management Incentive Plan ("MIP")

In 2025, our NEOs participated in the 2025 MIP. The 2025 MIP 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 and reward achievement of organizational objectives.

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

(1)Individual MIP payout is capped at 200% of target.

(2)Effective as of February 4, 2025, Mr. Kelly's MIP target was increased from 100% to 125% in connection with his appointment as President and Chief Executive Officer.

2025 MIP Objectives and Weightings

Awards under our 2025 MIP were calculated based on the achievement of corporate and strategic goals that tie payouts directly to key measures of our overall business performance. Further details regarding how the Company defines the below metrics can be found in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section.

•Adjusted EBITDA (50%): Adjusted EBITDA continues to be our primary financial performance objective, weighted at 50%. The Committee established Adjusted EBITDA as 50% of the 2025 MIP metrics because it is one of our key business objectives, aiming to drive profitable growth by increasing revenue and controlling operating costs, and is a critical measure our stockholders use to assess our annual performance.

•Revenue (30%): The Committee established Revenue as 30% of the 2025 MIP metrics because it is supported by our stockholders and continues to be a key indicator of our strategic execution on our growth strategy.

•Strategic Scorecard (20%): The Strategic Scorecard is an annual assessment of accomplishments and progress on strategic goals in recognition of their importance in supporting the Company's strategic objectives. For 2025, the strategic scorecard metrics and the weighting assigned to each metric were as follows: (i) percentage of recurring revenue (10%); (ii) customer net promoter score (5%); and (iii) employee satisfaction score (5%).

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

2025 Performance Objectives and Results

Each year, the Committee sets rigorous performance targets for our MIP based on our business strategy, alignment with stockholder interests, the annual financial plan, performance history, and industry outlook. The Committee established the following performance objectives for the 2025 MIP:

•Adjusted EBITDA Target: $475 million

•Revenue Target: $2,859 million

•Strategic Scorecard Targets: The targets are based on expected improvement over the prior year's results, which are designed to be challenging but achievable. We do not disclose the threshold, target or actual values for each of the strategic scorecard metrics, the disclosure of which could result in competitive harm to the Company.

The Committee approved the threshold, target and maximum funding levels for the 2025 MIP objectives (as shown in the table below) which, if achieved, would result in funding at 50%, 100%, and 200%, respectively. Actual achievement is interpolated between these points. The threshold for a particular MIP objective must be achieved before any payment will be made with respect to it. In no event can funding levels exceed 200%.

Adjusted EBITDA achieved by the Company for 2025 was $425 million, which was below the threshold MIP objective of $428 million as shown in the table below. This resulted in 0% funding for the Adjusted EBITDA objective under the 2025 MIP.

Revenue achieved by the Company for 2025 was $2,687 million, which was below the threshold of $2,716 million. This resulted in 0% funding for the Revenue objective under the 2025 MIP.

Based on the Committee’s evaluation, the Strategic Scorecard component under the 2025 MIP was achieved at 102% of target.

Based on achievement of each of our 2025 MIP objectives, as shown below, the 2025 MIP was achieved at 20.4% of target. However, in light of the Company not achieving threshold performance for either of the primary financial objectives (Adjusted EBITDA and Revenue), the Committee determined that the key financial strategic objectives of the 2025 MIP were not achieved and utilized the negative discretion provided for under the plan to establish a zero-dollar payout.

(1)The Adjusted EBITDA and Revenue targets are shown after constant currency, certain unplanned items, and other Committee-approved adjustments noted with respect to the definition of this metric in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables."

In recognition of the complexity of, and management's successful execution against, certain 2025 activities related to the restructuring and transition of the Company's legacy hardware business to an outsource design with Ennoconn Corporation, the Committee considered and approved a one-time bonus of $100,000 for each of the Company's current NEOs, excluding the Chief Executive Officer, who did not receive any bonus.

2025 Annual Long-Term Incentive Program

Our annual Long-Term Incentive Program ("LTIP") directly aligns a large portion of the total compensation of our NEOs with the Company performance and the long-term interests of our stockholders. In February 2025, the Committee approved the structure of the 2025 LTIP annual awards, composed of 50% Time-Based Restricted Stock Units ("TB-RSUs") and 50% Performance-Based Restricted Stock Units ("PB-RSUs") and a target grant value for each of our executive officers. The Committee believes the balance of time-based and performance-based equity incentivizes performance in support of the Company's long-term strategy and promotes retention.

The 2025 TB‑RSUs vest in equal annual installments over three years. The 2025 PB‑RSUs, to the extent earned, will cliff vest on March 3, 2028, with vesting based 50% on our TSR performance from January 1, 2025 through December 31, 2027 relative to the TSR for the companies in the S&P 600 Information Technology Index over the same period, and 50% on our achievement of Pro Forma Free Cash Flow during the performance period from January 1, 2025 through December 31, 2027.

2025 Long-Term Incentive Plan

2025 PB-RSU Relative TSR Performance and Payout Levels

(1)Performance between levels is linearly interpolated.

The following table sets forth the target value and the accounting grant date fair values of the 2025 LTIP awards made to our NEOs.

(1)This column shows the valuation of the TB-RSUs and PB-RSUs granted to all NEOs in 2025 pursuant to the 2025 LTIP, as determined in accordance with FASB ASC Topic 718. The number of shares of the Company's common stock, comprising of the TB-RSUs and PB-RSUs, is determined by dividing the target value of the 2025 LTIP awards shown in the “LTIP Target Value” column by the closing price of the Company's common stock on the date of grant of $10.39 per share. The difference in value between the target value of the 2025 LTIP awards shown in the “LTIP Target Value” column and the “ASC 718 Value” column in the table above is solely due to the different requirements of ASC 718 as applied to the different kinds of 2025 LTIP awards. Under ASC 718, both the TB-RSUs and the portion of the PB-RSUs tied to financial metrics are also valued for accounting purposes using the Company's common stock price on the date of grant of $10.39 per share. However, the portion of the PB-RSUs tied to rTSR is valued using a “Monte Carlo valuation” on the date of grant, which instead of using the Company's common stock price on the date of grant of $10.39, simulates a distribution of stock prices throughout the remaining performance period for such PB-RSUs, resulting in a weighted grant date fair value for accounting purposes for such PB-RSUs of $11.49 per share.

Other Benefits and Perquisites

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

Our NEOs are also eligible for other limited benefits that the Committee considers reasonable and appropriate under our executive compensation philosophy. These benefits, which do not represent a significant portion of our NEOs’ total compensation, are intended to attract and retain highly qualified talent, minimize distractions from critical Company business and protect the health and security of our key executives. These benefits are reported as All Other Compensation in our "Summary Compensation Table" in the "Executive Compensation Tables" section. They include a financial planning allowance of up to $15,000 per year, an annual executive physical exam, Company-paid life insurance premiums, and 401(k) or comparable retirement plan contributions for NEOs based outside the U.S.

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

Agreements with Our Named Executive Officers

Messrs. Kelly, Webb-Walsh, Wilson, Tadele, and Ms. Sterrett have agreements with the Company that generally set forth, among other things, their initial base salaries, target bonus opportunities and target equity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect ordinary-course compensation changes or promotions. Messrs. Wilkinson and Schoch each entered into a separation agreement with the Company that detailed certain key terms with respect to their separations from the Company as described below.

James G. Kelly. In connection with his appointment as President and Chief Executive Officer, Mr. Kelly and the Company entered into a letter agreement dated February 4, 2025. The letter agreement describes Mr. Kelly's salary, incentive opportunities and awards and benefit plan participation. Mr. Kelly’s time-based equity-based incentive awards will vest in full upon a “Qualifying Termination” (as defined in the 2024 Executive Severance Plan, provided that in determining whether a Qualifying Termination has occurred, “Good Reason” will have the meaning given to such term in Mr. Kelly’s letter agreement), and all performance-based equity incentive awards will vest at the conclusion of the applicable performance period based on the Company’s actual performance during the applicable performance period. Such awards will also be eligible to vest upon Mr. Kelly’s voluntary retirement following his attainment of (x) both the age of sixty-five (65) and completion of at least five (5) years of combined employment and board service for the Company, or (y) any other combination of age and combined employment and board service that equals seventy (70), subject in each case to Mr. Kelly’s provision of at least six (6) months’ notice of intent to retire, and provided that equity-based incentive awards issued within twelve (12) months of retirement will not be eligible for retirement-based vesting acceleration. Mr. Kelly’s letter agreement also provides that Mr. Kelly will participate in the 2024 Executive Severance Plan; provided, that all cash severance payments to which Mr. Kelly may become entitled to under the 2024 Executive Severance Plan will be paid in three (3) equal installments, payable on each of the first three (3) anniversaries of Mr. Kelly’s termination of employment. Mr. Kelly’s letter agreement also contains customary employment terms and conditions, and restrictive covenants applicable to Mr. Kelly, including for three (3) years post-termination, non-solicitation and non-compete covenants. Mr. Kelly’s equity awards are each governed by the terms of the applicable award agreements and the terms of the 2017 Stock Incentive Plan.

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

Brian Webb-Walsh. Mr. Webb-Walsh’s June 9, 2023 letter agreement describes his initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, if his employment is terminated other than for Cause or if he resigns for Good Reason (as each such term is defined in his letter agreement), Mr. Webb-Walsh’s unvested sign-on equity awards will vest immediately, and he will be entitled to separation benefits described in the 2024 Executive Severance Plan, as applicable. Mr. Webb-Walsh’s equity awards are each governed by the terms of the applicable award agreements and the terms of the 2017 Stock Incentive Plan.

Darren Wilson. Mr. Wilson entered into a Statement of Terms & Conditions of Employment ("Employment Contract") on November 1, 2024 in connection with his position as the Company's Executive Vice President and President, International. Mr. Wilson's employment contract describes his initial salary, benefits, sign-on equity grant, incentive opportunities and awards and certain other benefits and related items, including, noncompete and other restrictive covenants. In connection with his appointment as the Company's Executive Vice President and President, Retail and Payments, Mr. Wilson and the Company amended his Employment Contract on February 9, 2025 to increase his annual base salary and establish a new LTIP equity award target for 2025. All other terms of his Employment Contract, executed on November 1, 2024, remained in effect. Mr. Wilson is entitled to separation benefits described in the 2024 Executive Severance Plan.

Beimnet Tadele. Mr. Tadele's December 8, 2023 letter agreement describes his initial salary, incentive opportunities and awards, and his sign-on bonus and equity awards, benefit plan participation and related items including noncompete and other restrictive covenants. Mr. Tadele is entitled to separation benefits described in the 2024 Executive Severance Plan.

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

David Wilkinson. Mr. Wilkinson’s September 25, 2023 employment agreement describes his salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Mr. Wilkinson’s employment agreement was amended on March 13, 2024 to incorporate the 2024 Executive Severance Plan.

In connection with Mr. Wilkinson's departure from the Company, on February 4, 2025, the Company entered into a separation and release agreement with Mr. Wilkinson, which confirms his severance benefits and post-termination obligations under his employment agreement, the 2024 Executive Severance Plan and the agreements governing his outstanding equity awards. Pursuant to the separation agreement, Mr. Wilkinson agreed to a general waiver and release of claims in favor of the Company. In addition, Mr. Wilkinson agreed to provide transition services, as an independent contractor of the Company, from February 4, 2025 through April 5, 2025. In exchange for the promises in Mr. Wilkinson’s separation

agreement, Mr. Wilkinson received (i) cash severance payments and benefits consistent with the provisions of his employment agreement as amended on March 13, 2024 and the 2024 Executive Severance Plan; (ii) his accrued, but unpaid short-term cash incentive bonus for calendar year 2024; (iii) a prorated short term cash incentive bonus for calendar year 2025; (iv) prorated vesting and settlement of previously granted TB-RSUs, based on his continued services through the last day of his transition services period and subject to the terms set forth in the 2017 Stock Plan; (v) prorated vesting and settlement of certain previously granted PB-RSUs, based on actual performance at the end of the performance period and continued services through the last day of his transition services period, and subject to the terms set forth in the 2017 Stock Plan; and (vi) a consulting fee of $15,000 per month for each month that Mr. Wilkinson provided transition services, subject to Mr. Wilkinson’s reaffirmation of his general waiver and release of claims in favor of the Company.

Eric Schoch. Mr. Schoch’s October 28, 2016 letter agreement describes his initial salary, incentive opportunities and awards, benefit plan participation and related items. In connection with his appointment as Executive Vice President and President, Retail, Mr. Schoch’s letter agreement was amended on September 15, 2023. Mr. Schoch was also eligible to participate in the 2024 Executive Severance Plan.

On February 11, 2025, Mr. Schoch departed from his role as Executive Vice President and President, Retail and transitioned to a non-executive, operational leadership role at the Company. There was no change in Mr. Schoch’s compensation in connection with this transition, and he remained a participant in the 2024 Executive Severance Plan. Subsequent to this transition, Mr. Schoch left the Company in May 2025. In connection with his departure in May 2025, Mr. Schoch and the Company entered into a separation and release agreement on April 7, 2025, which confirmed his severance benefits and post-termination obligations under his employment agreement, the 2024 Executive Severance Plan and the agreements governing his outstanding equity awards, consistent with a termination without cause pursuant to such plans and agreements.

Severance Benefits - 2024 Executive Severance Plan

Change in Control (CIC) Severance

If the Company considers potential Change in Control transactions, we want to ensure that our key executives are incentivized to remain with us during this process and evaluate the transactions in an objective manner and that our executives remain focused on maximizing stockholder value. For these reasons, our 2024 Executive Severance Plan for our senior executive team has certain provisions applicable to a Change in Control. Under this plan, in the event of a Change in Control, we pay only “double-trigger” separation benefits, that is, benefits pay out only if both a Change in Control occurs and employment ends in a qualifying termination within the six-month period prior to, or the two-year period following, the Change in Control. Tax gross-ups are not provided under the plan. The 2024 Executive Severance Plan has three benefit levels that apply to our NEOs in the event of a qualifying termination connected to a Change in Control, as described in greater detail below.

Standard (Non-CIC) Severance

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

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

Hedging and Pledging Policy

The Company hasadopted an insider trading policy and program applicable to the Company's directors, officers and employees, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the New York Stock Exchange listing standards. The foregoing summary of the Company's insider trading policy does not purpose to be complete and is qualified in its entirety by reference to the full text thereof attached as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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

In order to restrict covered persons from engaging in transactions that hedge or offset, or are designed to hedge or offset, fluctuations in the market value of NCR Voyix equity securities, our Insider Trading Policy prohibits covered persons from directly or indirectly engaging in hedging activities or transactions of derivative securities of the Company at any time. In addition, because a margin or foreclosure sale may occur at a time when individuals are in possession of material nonpublic information or otherwise are not permitted to trade in NCR Voyix securities, our directors, executive officers and designated restricted employees are prohibited from taking margin loans where NCR Voyix securities are used, directly or indirectly, as collateral for the loan. Such individuals are also prohibited from pledging NCR Voyix securities as collateral for a loan.

Stock Ownership Requirements

Our Board has adopted stock ownership guidelines for our executive leadership team to foster equity ownership and align the interests of our executive leadership team with those of our stockholders. Within five years of initial appointment to the position, each executive officer is expected to beneficially own Company shares having an aggregate value at least equal to:

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

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

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

Compensation Committee Interlocks and Insider Participation

None of our Compensation and Human Resource Committee members during 2025 have served as an officer or employee of the Company or any of its subsidiaries or have had or have any relationships with the Company required to be disclosed by Regulation S-K Item 404. In addition, none of our executive officers have served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on the Board or Compensation and Human Resource Committee during 2025.

Compensation Clawback Policy

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

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

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

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

Tax Considerations

Section 162(m) of the Internal Revenue Code places a $1.0 million limit on the amount of compensation we can deduct in any tax year on compensation paid to a “covered employee,” which includes our NEOs. The Committee considers many factors in the design of the Company's compensation programs, including, among other things, tax and accounting rules and regulations. Although the Committee may consider the impact of Section 162(m) as a factor in the design of the Company's compensation programs, this consideration will not necessarily limit compensation to only amounts that are deductible by the Company under Section 162(m).

Option Grant Policies and Practices

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