NCR Voyix Corp VYX

26% shingled-prose overlap between the two filings.

2025: 60,892 chars · 2026: 53,905 chars

• Committee Report:38% overlap (789 → 481 chars)
• Pay Ratio (Item 402(u)):50% overlap (2,983 → 3,393 chars)

• changedThis Compensation Discussion & Analysis (“CD&A”) describes our executive compensation philosophy and program and compensation decisions made under the program for our Named Executive Officers ("NEOs")for the fiscal year ended December 31, 2025. 2024.
• changedOur 2025 NEOs are listed below.
• newKelly(1)President and Chief Executive OfficerBrian Webb-WalshExecutive Vice President and Chief Financial Officer Darren Wilson(2) Executive Vice President and President, Retail and Payments Beimnet TadeleExecutive Vice President and President, RestaurantsKelli SterrettExecutive Vice President, General Counsel and SecretaryNameFormer TitleDavid Wilkinson(3) Former Chief Executive Officer Eric Schoch(4) Former Executive Vice President and President, Retail
• changed(1)Mr. Kelly was appointed as our President and Chief Executive Officer as of February 4, 2025, 2025and he previously served as Executive Chair of the Board from sinceMay 8, 2024 until February 4, 2025. 2024.
• new(2)Mr. Wilson was appointed as our Executive Vice President and President, Retail and Payments as of February 11, 2025, and he previously served as our Executive Vice President and President, International from November 6, 2024 until February 11, 2025.
• changed(3)Mr. (2)Mr.Wilkinson served as our President and Chief Executive Officer until throughFebruary 4, 2025.
• changed(4)Mr. (3)Mr.Schoch served as our Executive Vice President and President, Retail until throughFebruary 11, 2025.
• changedThe material terms of the compensation provided to our NEOs for 2025 fiscal2024are described in this CD&A section and set forth in more detail in the tabular and narrative disclosures disclosureunder the "Executive ExecutiveCompensation Tables" Tablessection that follows, along with aswellasintheaccompanying footnotes and narratives narrativediscussionsrelating to those tables.
• changedThis section also discusses our executive compensation philosophy, objectives, and design, including design;how and why the Committee arrived at the specific compensation policies and decisions during 2025 that involved involvingour executive team, including our NEOs; NEOs,duringfiscal2024;the role of Meridian Compensation Partners ("Meridian"), the Committee’s outsideindependent compensation consultant for executive compensation matters decisionsfor 2025; fiscal2024;and the peer companies used in evaluating executive officer compensation.
• newEffective February 4, 2025, Mr. Kelly was appointed as the Company's President and Chief Executive Officer, having previously served as Executive Chair of the Company's Board of Directors since May 8, 2024.
• newMr. Kelly succeeded Mr. Wilkinson, who previously served as President and Chief Executive Officer until February 4, 2025.
• changedThe Board appointed Mr. Wilson as the Company's Executive Vice President and President, Retail and Payments, effective as of February 11, 2025, succeeding Mr. Schoch. 12,2025.
• newFrom November 6, 2024 until February 11, 2025, Mr. Wilson served as our Executive Vice President and President, International.
• new2026 Proxy Statement27
• changedThis CD&A uses capitalized terms, certain of which are defined in the "Glossary of Key Terms Used in Our CD&A CD&A"and Executive the"ExecutiveCompensation Tables" section of this proxy statement, including certain terms used with respect to the metrics established by the Committee that relate to our CommitteefortheCompany’sexecutive incentive plans.
• newNCR Voyix is a global platform-powered leader in unified commerce for shopping and dining, empowering customers to simplify transactions, optimize and scale operations and deliver superior experiences to customers through our modernized suite of microservices-based applications and comprehensive service offerings.
• newWe are headquartered in Atlanta, Georgia with approximately 13,500 employees across nearly 30 countries.
• newThe Company has undertaken significant and transformative changes to its businesses in the recent past, starting with the spin-off of its ATM-focused business, which included its self-service banking, payments & network and telecommunications and technology businesses, into an independent publicly traded company, NCR Atleos Corporation (“NCR Atleos”).
• newThe spin-off of NCR Atleos was effectuated through a pro rata distribution of all outstanding shares of NCR Atleos common stock to holders of our common stock as of the close of business on October 2, 2023 (such transaction, the “Spin-Off”).
• newFollowing the Spin-Off, the Company sold its Digital Banking segment businesses for a purchase price of $2.45 billion in September 2024.
• newIn connection with these transactions, the Company implemented a number of initiatives to reduce its cost structure to better align with the Company's focused operations as a platform-led software company.
• newIn addition, we made the following announcements in 2026:
• new•January 2026 - The launch of our next-generation portfolio of proprietary cloud-to-edge applications built on the Voyix Commerce Platform, modernizing capabilities from over 50 legacy on-premise applications onto a single, scalable platform.
• new•March 2026 - The announced sale of our banking technology business in Japan, which is expected to be completed during 2026.
• new•March 2026 - The completed transition of our self-checkout and point-of-sale hardware business towards an outsourced design and manufacturing model in partnership with Ennoconn Corporation.
• new2025 Financial Highlights*
• newFor the year ended December 31, 2025, we achieved the following financial results:
• changed•Revenue was $2.7 $2.8billion.
• changed•Net income lossfrom continuing operations attributable to NCR Voyix was $42 $202million.
• changed•Adjusted EBITDA* was $425 $347million.
• changed•Diluted EPS from continuing operations was $0.16; ($1.50);non-GAAP diluted EPS* was $0.90. ($0.13).
• changed•Software & Services Revenue was $2 $2.1billion.
• changed* SeetheDefinitions of the non-GAAP applicableTSRmetrics referenced above can be found in the "Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables" section. sectionbelow.
• new282026 Proxy Statement
• newStockholder Engagement and 2025 Say on Pay Vote
• newWe actively engage with our stockholders to understand their perspectives on our Company’s performance, operations, and business strategy, including, executive compensation.
• newMembers of management, including Mr. Kelly and Mr. Webb-Walsh, regularly participate in these stockholder engagements, and they utilize feedback received from stockholders to inform their decision-making and provide our Board members regular updates regarding stockholder sentiment.
• newAs appropriate, members of our Board are also made available to engage with stockholders.
• changedOur annual Say on Pay vote is one avenue for the Board and the Committee to solicit and receive feedback from stockholders regarding our executive compensation program, and they believe that this vote provides valuable insights into the views of our stockholders on our executive compensation policies, practices and disclosures. program.
• changedThe Committee carefully considers the results of the Say on Pay vote in addition to the alongsidefeedback received from stockholders when designing and evaluating our executive compensation program.
• newWhile investors affirmed their support of the compensation of our NEOs by a vote of over 91% in favor of the Company's Say on Pay proposal at the 2025 annual meeting, we have continued, and will continue, engaging with our stockholders to understand their perspectives and views on our Company, including our executive compensation program and other strategic initiatives.
• newAs discussed in the “Board Meetings, Committee Structure and Risk Oversight” section of these proxy materials, we take a prudent and risk-based approach to our compensation programs so that our compensation practices promote alignment with the long-term interests of our stockholders and do not contribute to excessive risk-taking.
• newThe Committee, with the assistance of its independent compensation consultant, Meridian, undertakes an annual assessment of the Company’s compensation policies and practices, including the type and mix of short-term and long-term incentive compensation, to ensure the Company's programs continue to align management with stockholders’ interests and reward for high performance.
• changedSay on Pay VotingProvides stockholders with the opportunity to vote on a non-binding and anadvisory basis on the Company's compensation policies and decisions with respect to the Company's NEOsReview decisionsReviewSay on Pay ResultsThe Committee considers the results for evaluation of appropriateness of compensation policies and decisions
• changedCompensation Philosophy and the Committee's CommitteeRole
• newOur executive compensation program design incentivizes and rewards our NEOs for achieving and exceeding strategic business and financial goals that are aligned with the long-term interests of our stockholders and the Company’s overall strategy and success.
• newThe Committee generally accomplishes this by linking a substantial majority of our NEO’s compensation to certain operational and financial performance metrics.
• newThe Committee regularly evaluates the elements of our program to ensure that they appropriately align executive pay with Company performance, do not encourage excessive risk-taking, consider the feedback shared by our stockholders, provide competitive compensation opportunities that attract, motivate and retain top talent, and are consistent with the goals of our Company and stockholders.
• changedThe Committee annually approves the design of our executive compensation program, performance objectives, specific goals, results, target compensation levels and final compensation for our NEOs.
• new2026 Proxy Statement29
• changedThe table below highlights our key executive compensation practices, including those that thepracticeswe haveimplemented because they support our desire to appropriately impact performance results in alignment andalignwith long-term stockholder interests, and those practices that we do havenot use implementedbecause we do not believe they would serve our stockholders’ long-term interests.
• newThere were no changes to the practices below from the previous year.
• newWHAT WE DOWHAT WE DON’T DO Pay for Performance.
• changedWe structure a majority of pay to be 'at risk' to ensure alignment with key business objectives and interest of our shareholders.No Guaranteed Annual Salary Increases RepricingStockOptionsor Guaranteed Bonuses. SARs.
• changedSalaries are insteadbased on individual performance evaluations and competitive considerations, while considerationsasdeterminedappropriatebytheCommittee,withbonuses are generally tied to performance on corporate financial and non-financial metrics that link executive and stockholder interests and drive our business priorities.
• changedWe only offer onlyperks that we believe make us competitive in our efforts importanttobecompetitive,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.
• newOur existing 2017 Stock Incentive Plan requires that equity awards must vest before dividends are payable.
• changedWe maintain an executive officer officersclawback policy that requires the Company to recover incentive-based incentivecompensation in the event of an accounting restatement.No Special Executive Pension Benefits.
• newReasonable Severance Practices.
• changedSeverance will not be paid under the 2024 Executive Severance Plan to NEOs who voluntarily resign from Company service (other than for "good reason"), goodreason)and no additional amounts will be paid unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate, proportionateandnecessary and appropriate to protect the interests of the Company and our stockholders.
• newNo Repricing Stock Options or SARs.
• changedOur existing 2017 Stock Incentive Plan prohibits repricing of stock options and stock appreciation rights without prior stockholder approval.
• new302026 Proxy Statement
• changedThe Committee, with assistance from Meridian, its independent compensation consultant, annually reviews competitive market data to assist with evaluating and establishing compensation levels for our NEOs. executiveofficers.
• changedMeridian utilizes utilizedcompensation peer group data (see the "Peer Group" section below) along with compensation survey information datacovering general and industry-specific data high-techindustrieswhen analyzing the market competitiveness of our executive pay levels.
• changedIn 2025, the Committee reviewed a comprehensive analysis and assessment that preparedbyMeridian prepared, which shows the competitive position of our NEOs’ 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.
• changedThe Committee targets a reasonable range around the median for all pay elements to ensure recommendations are balanced against the following factors:
• new•Creation of stockholder value •Internal equity •External market •Tenure •Responsibility •Company Performance •Individual Performance
• changedNo member of management provides recommendations for, or participates in discussions regarding, regardinghis or her own compensation.
• newThe responsibilities of the Committee include, among other things:
• new•Review and approve the compensation of the Company's executive officers, including the achievement of any applicable performance metrics;
• new•Assess the risks associated with the Company's compensation programs, including those applicable to the Company's executive officers;
• new•Review and approve any employment agreements, severance agreements, change-in-control agreements and special or supplementary compensation or benefits for executive officers;
• new•Oversee the Company's compliance with compensation-related requirements established by the U.S. Securities and Exchange Commission and the NYSE;
• new•Review and approve the financial and performance metrics and targets for the Company’s executive officers;
• new•Review management succession plans;
• new•Oversee the administration of the Company's clawback policy; and
• changed•Perform the other duties and responsibilities as outlined in its charter or as delegated by the Board. Board
• new2026 Proxy Statement31
• changedThe Committee retained and was advised by Meridian to assist with reviewing inreviewand overseeing oversightofour executive compensation programs for 2025. in2024,theCommitteeretainedandwasadvisedbyMeridian.

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