NCR VOYIX Corp

The following table sets forth the key elements of our 2023 NEO compensation programs:

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.

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.

2023 Base Salaries

The Committee endeavors to set 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. For 2023, the Committee approved the following salaries for our NEOs:

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:

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

the Spin-Off. The table below depicts the AIP achievement based on the revised financial statements issued in the Company’s 2023 Form 10-K. See Recovery of Erroneously Awarded Compensation Resulting from Accounting Restatement for discussion of the amounts recovered from the Departed Executives.

For the AIP EBITDA achieved by the Company for 2023 through September 30, 2023 was $1.079 billion, which was above the target AIP Objective of $1.062 billion 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).

Following the revisions to the Company’s financial statements for interim periods in 2023, the AIP Revenue achieved by the Company for 2023 through September 30, 2023 was $5,893 billion, which was above the target AIP objective of $5,870 billion (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).

NPS achieved by the Company for 2023 through September 30, 2023 was 61 which was above the target AIP objective of 53.

As set forth in the table above, the AIP plan was achieved at 123.4%. In accordance with the terms of the EMA, the Departed Executives except for Mr. Oliver, after implementation of the compensation clawback described above, received AIP payouts in accordance with that achievement. For the current NEOs, the Committee utilized its discretion to apply a downward adjustment and approved payouts for current NEOs, as well as other members of the executive team that report to the Chief Executive Officer, at 100% rather than 123.4% of target. The Committee’s decision was based on a number of factors including segment performance, Company performance subsequent to September 30, 2023 and the fact that several members of the post-Spin executive team joined the Company in the second half of 2023.

As contemplated by the Spin-Off agreements, Mr. Oliver, the Company’s former Chief Financial Officer, did not receive any 2023 AIP payout from the Company as he was appointed the Chief Executive Officer of NCR Atleos in connection with the Spin-Off.

The table below shows the 2023 AIP funded annual incentive awards paid to each named executive officer:

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.

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.

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.

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.

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.