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SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
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☐ | | | Soliciting Material Pursuant to §240.14a-12§240.14a-12 |
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TABLE OF CONTENTS
Notice of 2024 Annual Meeting of
Stockholders and Proxy Statement
TABLE OF CONTENTS
| | | |
 | | March 10, 2021Date
Wednesday, May 29, 2024
12:00 p.m. Eastern Time
Place
Virtual Meeting via webcast at
www.virtualshareholdermeeting.com
/VYX2024 |
The Annual Meeting will be held in a virtual format only on the Internet. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com
/VYX2024. You will also be able to vote your shares electronically at the Annual Meeting. You will need the 16-digit control number found on your proxy card, the Notice, or the voting information form provided by your bank or broker to vote and ask questions during the meeting. For more information about our virtual meeting process, including how to access technical support, if necessary, please see the Questions Relating to this Proxy Statement and Virtual Annual Meeting section of this proxy statement. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2024
This proxy statement and NCR
Stockholders,2020 was a year full of challenges for NCR, our customers, our partners and our employees. The coronavirus pandemic impacted and challenged us all. Our responseVoyix’s 2023 Annual Report are available at www. proxydocs.com/VYX. Except to the crisis was consistent – take care ofextent specifically referenced herein, information contained or referenced on our employees, take care of our customers,website is not incorporated by reference into and take care of our company.
NCR took rapid and decisive action early on to weather the uncertainty and come out of this global crisis stronger. We acted quickly to set up communication channels and programs, includingdoes not form aCOVID-19 task force, to remain in frequent contact with our workforce and customers. We took steps to improve our overall financial flexibility, including salary reductions for our senior managers, as well as actions to improve short-term liquidity. We focused on the health, safety and retention of our people.
2020 was also a year of social awareness around the world. At NCR we took several significant steps forward to advance diversity, equity and inclusion and heightened our Board-level focus on Environmental, Social & Governance (ESG) matters. In 2021, we will continue our progress with the adoption of ESG metrics as part of our 2021the proxy statement. The Company’s 2023 Annual Incentive Plan.
Despite the challenges presented through the pandemic, I am pleased with the progress made toward our NCR-as-a-Service strategy and our 80/60/20 goals. In 2020, Report is not proxy soliciting material.
Notice of Annual Meeting of Stockholders of
NCR
expanded our percentage of software and services revenue and recurring revenue, and drove efficiency and margin improvement programs. Our focus on managing our cash at NCR resulted in meaningful improvement to our free cash flow position and ensured that we can continue to invest in the products that will shape our future.In 2021, our goal is to return NCR to growth. We will accomplish this through continued focus on our customers, and advancing our vision to be the provider of choice to run the store, run the restaurant and run self-directed banking. I am also very excited by the prospects of our proposed transaction with Cardtronics, which I expect will further accelerate these goals.
Thank you for your confidence in NCR, as well as your continued feedback and for sharing our vision of NCR’s future. I would like to close with a thank-you to all of the NCR associates around the globe who kept commerce running during 2020; I could not be prouder of how our employees responded with care, empathy and resilience.
Michael D. Hayford
President and Chief Executive Officer
NCR CORPORATION
Voyix Corporation
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| | March 10, 2021 |
NOTICE OF 2021 ANNUAL MEETING
AND PROXY STATEMENT
Dear Fellow NCR Stockholder:
I am pleased to invite you to attend the 2021The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) forof NCR Voyix Corporation, a Maryland corporation (“NCR”NCR Voyix” or the “Company”), that will be held on April 20, 2021 at 12:00 p.m. Eastern Time. This year’sTime on Wednesday, May 29, 2024. The Annual Meeting will again be a completely virtual meeting, of stockholders. Youwhich will be able to attend the Annual Meeting and vote and submit questions during the Annual Meetingconducted via a live webcast by visiting www.proxydocs.com/NCR to register prior to the deadline of April 16, 2021 at 5:00 p.m. Eastern Time. As in the past, prior to the Annual Meeting you will be able to authorize a proxy to vote your shares on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.
The accompanying notice of the Annual Meeting and proxy statement tell you more about the agenda and procedures for the Annual Meeting. The proxy statement also describes how the Board of Directors of the Company operates and provides information about, among other matters, our director candidates, director and executive officer compensation and certain corporate governance matters. I look forward to sharing more information with you about NCR at the Annual Meeting.
As in prior years, we are offering our stockholders the option to receive NCR’s proxy materials via the Internet. We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail. Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on April 20, 2021.
Sincerely,
Frank R. Martire
Executive Chairman
NCR CORPORATION
webcast.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF NCR CORPORATION
Time:
12:00 p.m. Eastern Time
Date:
Tuesday, April 20, 2021
Place:
Virtual Meeting via webcast at www.proxydocs.com/NCR
Purpose:
Purpose
The holders of shares of common stock, par value $0.01 per share (the “common stock”), and shares of Series A Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference $1,000 per share (the “Series A Convertible Preferred Stock”), of NCR
Corporation, a Maryland corporation (“NCR” or the “Company”)Voyix will, voting together as a single class,
with the holders of the Series A Convertible Preferred Stock voting on an as-converted basis, be asked to:
| | •1 | | Consider and vote upon the election of ten directors identifiednine individuals to the Board of Directors (the “Board of Directors”) as described in thisthese proxy statementmaterials, each to serve until the next annual meeting of stockholders following theirhis or her election and until theirhis or her respective successors aresuccessor is duly elected and qualify;qualifies; |
| | •2 | | Consider and vote to approve,on the approval, on a non-binding and advisory basis, of the compensation of the named executive officers (Say Onon Pay), as described in these proxy materials; |
| | •3 | | Consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;2024; and |
| | •4 | | Transact such
Consider and vote upon any other business asthat may properly come before the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) andmeeting or any postponement or adjournment of the Annual Meeting.meeting. |
Other Important Information:
| • | | Record holders of NCR’s common stock and Series A Convertible Preferred Stock at the close of business on February 17, 2021 may vote at the meeting.
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| • | | Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or they are represented by proxy. Even if you plan to virtually attend the Annual Meeting via webcast, we encourage you to authorize a proxy to vote your shares and thus ensure that your vote will be counted.
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Record holders of NCR Voyix common stock and Series A Convertible Preferred Stock at the close of business on March 18, 2024 may vote at the Annual Meeting.
Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or they are represented by proxy. Whether or not you plan to virtually attend the Annual Meeting you are encouraged to read the proxy statement and authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the Annual Meeting.
Copies of these proxy materials are available at SEC Filings | NCR Voyix Corporation and www.virtualshareholdermeeting.com/VYX2024. You may also obtain these materials on the SEC website at www.sec.gov or by contacting the Company’s Corporate Secretary at NCR Voyix Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007.
By order of the Board of Directors,
James M. Bedore
Kelli Sterrett
Executive Vice President, General Counsel and Secretary
April 17, 2024
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March 10, 2021
Important Notice Regarding
April 17, 2024
NCR Voyix Stockholders,
On behalf of the AvailabilityBoard and management, I would like to thank you for your investment and continued support of Proxy MaterialsNCR Voyix. 2023 was truly a historic year for our company. In October, we separated into two distinct entities via the spin-off of NCR’s ATM business, NCR Atleos, and renamed the remaining software and services-led company NCR Voyix. We took this action to enhance the focus on core strategies for both organizations and create a simplified thesis for shareholders as we each pursue success in our distinct markets. Within this more simplified structure, we have the strategy in place to better serve our customers and address the evolving needs of their end-users.
Today, NCR Voyix has a leading position in the Restaurant, Retail and Digital Banking markets and an unmatched portfolio of marquee customers. As a simplified organization, we are investing in our technology, sales and distribution networks and account support functions to build on this positioning and enhance our platform-led solutions and world-class service. We believe the combination of these efforts will strengthen the operations in our core markets, enhance our existing customer relationships and attract new customers to drive profitable growth for the
Stockholder Meeting Company. We are particularly excited about the opportunity that we see to Be Heldaddress the mid-market segment of the retail and restaurant industries. We have a proven track record of being able to grow with mid-market customers. Now with a renewed effort to penetrate this portion of the market, we believe that we are well-positioned to gain share and expand our customer portfolio.
Underpinning our growth strategy is a laser-like focus on April 20, 2021two key areas: becoming a product-led company leveraging our market-leading Commerce and Digital Banking platform technology and providing best-in-class service for our customers. We continue to make significant investments in our platforms, including our next-generation applications, third-party integrations and our customers’ proprietary solutions, to enable our customers to elevate their end-user experiences in new ways, increase revenue and drive efficiencies. We are also enhancing our Services offering, leveraging our multinational field technician network and investing in automation and proactive monitoring capabilities, to provide end-to-end solutions and deliver operational excellence to our customers across more than 300,000 store locations.
We remain confident in our strategy to expand our customer portfolio and convert customers to the platform. Leveraging our deep industry expertise, we are continuing to invest in innovative platform solutions and our global sales network to enhance our customer relationships and gain share across the enterprise, mid-market and SMB segments. We look forward to delivering on these commitments to drive profitable growth and increase shareholder value. Thank you for your continued confidence in NCR Voyix.
Sincerely,
David Wilkinson
Chief Executive Officer
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This
summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement
and NCR’s 2020 Annual Report on Form 10-Kcarefully before voting. Page references are
available at www.proxypush.com/NCR.NCR Corporation
864 Spring Street NW
Atlanta, Georgia 30308-1007
NCR CORPORATION
supplied to help you find additional information in this proxy statement.
NCR CORPORATION | 2021 Proxy Statement
NCR CORPORATION
864 Spring Street NW
Atlanta, GA 30308-1007
PROXY STATEMENT
2021 Annual Meeting of Stockholders
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Time and Date
| | Location | | Record Date |
April 20, 2021
12:00 p.m. Eastern Time | | www.proxydocs.com/NCR | Virtual Meeting via webcast at www.virtualshare holdermeeting.com/VYX2024 | Close of Business on
February 17, 2021
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HowThe Annual Meeting will be held in a virtual format only on the Internet. You will be able to
Vote | | | | |
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Proxy Voting Methods |
Internet
www.proxypush.com/NCR
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Telephone
1-866-250-6196
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Mail
Sign, date and mail your proxy card (record holders)
or your voting instruction form (beneficial owners)
|
Proposalsparticipate in the Annual Meeting online and Voting Recommendations
submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VYX2024. You will also be able to vote your shares electronically at the Annual Meeting. You will need the 16-digit control number found on your proxy card, the Notice, or the voting information form provided by your bank or broker to vote and ask questions during the meeting. For more information about our virtual meeting process, including how to access technical support, if necessary, please see the Questions Relating to this Proxy Statement and Virtual Annual Meeting section of this proxy statement.
The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, are being asked to consider and vote upon the following three proposals:
PROPOSAL 1 | | | Board
Recommendation
 FOR each nominee
for more information | | | |
| | | |
Proposal
No.
| | Description | | Votes Required | | Board
Recommendation
|
| | | |
1
| | Election of Directors | | Majority of votes cast for each nominee | | ✓ VOTE FOR
EACH NOMINEE |
The election of each of James Kelly, David Wilkinson, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and Laura Sen as a director of the Company, with each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. | |
PROPOSAL 2 | | | Board
Recommendation
FOR this proposal
for more information | |
2
| | Say on Pay: Advisory Vote to Approve Named Executive Officer Compensation | |
The approval, on the Compensationa non-binding and advisory basis, of the Named Executive Officerscompensation of the named executive officers as describeddisclosed in these proxy materialsmaterials. | |
PROPOSAL 3 | Majority of votes cast | | ✓ VOTE Board
Recommendation
FOR this proposal
See page 79 for more information | |
| | | |
3
| | Ratification of the Appointment of the Independent Registered Public Accounting Firm | |
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent accounting firm for the fiscal year ending December 31, 2021 2024. | | Majority of votes cast | | ✓ VOTE FOR |
How to Vote
| | Proxy Voting Methods | |
| | Internet | | | Telephone | | | Mail | |
| | www.proxyvote.com | | | 1-800-690-6903 | | | Sign, date and mail your proxy card (record holders) or your voting instruction form (beneficial owners) | |
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NCR CORPORATION | 2021 Our Commitment to Corporate Sustainability
Following the spin-off of NCR Atleos, we remain committed to creating positive change that supports an innovative and sustainable future in a responsible way. At NCR Voyix, our software and services-led business strategy focused on customer satisfaction and harnessing our culture of innovation directly aligns with our refreshed Corporate Sustainability priorities. Our approach to customer satisfaction is two-fold: we intend to represent the Corporate Sustainability qualities our customers are expecting, and we encourage our employees to fulfill and answer these expectations.
For 2024, we are conducting a comprehensive materiality assessment to further inform our Corporate Sustainability priorities and focus going forward as a stand-alone company. We expect to publish our inaugural NCR Voyix Corporate Sustainability Report in 2024 and we look forward to sharing our journey and progress with you.
Key Highlights
As we continue to work towards and expand on our Corporate Sustainability efforts and commitments following the spin-off, some notable highlights and progress include:
Continuing our commitment for NCR Voyix to be a net-zero emitter of greenhouse gases (GHGs) by 2050
Continued public disclosure of GHG emissions data and implementation of an inventory management plan for Scope 1
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Proxy Statement – General Information
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What is the purpose of these proxy materials?
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We are making this proxy statement, notice of annual meeting and 2 emissions informed by the GHG Protocol Corporate Accounting and Reporting Standards
Aligning our 2020 annual report available to stockholders beginning on or about March 10, 2021 in connectionCorporate Sustainability priorities with the solicitation bySustainability Accounting Standards Board (SASB) standards for the Board of Directors (the “Board”)Software & IT Services industry and publishing SASB-aligned industry metrics reports
Continuing to maintain an ‘A’ rating in MSCI Inc.’s annual assessment of NCR Corporation,Voyix’s overall Corporate Sustainability program
Achieving a Maryland corporation (“top security rating of ‘Advanced’ on BitSight Technologies Inc.’s Company Overview Report of NCR” Voyix
Continued GHG emissions disclosure for Scope 1 and Scope 2 through annual CDP (formerly Carbon Disclosure Project) climate questionnaire submission
Continued our strong commitment to expand the “Company,” “we” or “us”),work of proxiesthe NCR Foundation and increase giving centered around three focus areas: STEM education; economic development; and disaster recovery. In 2023, The NCR Foundation approved 40 grants totaling approximately $4 million in joint donations with NCR Atleos Corporation.
Corporate Sustainability Oversight
We believe that Corporate Sustainability considerations should be fully integrated within an organization and should start at the top with that philosophy. The Board has direct oversight of Corporate Sustainability activities through its Risk Committee. However, the oversight of Corporate Sustainability activities is not confined solely to the Risk Committee. For example, the Committee on Directors and Governance is responsible for the
2021 Annual Meeting of Stockholders, and any postponement or adjournment thereof (the “Annual Meeting”), to be held via a live webcast, for the purposes set forth in these proxy materials. |
How do I attend the Annual Meeting?
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The Annual Meeting will be a virtual meeting of stockholders, which allows stockholders the ability to attend the Annual Meeting without incurring safety risks due to the pandemic, travel costs or other inconveniences. If you are a stockholder as of the close of business on February 17, 2021 (the “Record Date”), a proxy for a record stockholder or a beneficial owner of either (i) NCR’s common stock, par value $0.01 per share (the “common stock”), or (ii) NCR’s Series A Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference $1,000 per share (the “Series A Convertible Preferred Stock”), in either case with evidence of ownership, you will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via a live webcast by registering at www.proxydocs.com/NCR prior to the deadline of April 16, 2021 at 5:00 p.m. Eastern Time, which provides our stockholders with rights and opportunities to vote and ask questions equivalent to in-person meetings of stockholders. The Annual Meeting will convene at 12:00 p.m. Eastern Time, on April 20, 2021.
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How do I access the proxy materials?
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We are providing access to our proxy materials (including this proxy statement, notice of annual meeting and our 2020 annual report) over the Internet pursuant to rules adopted by the Securities and Exchange Commission (“SEC”). Beginning on or about March 10, 2021, we will send Notices of Internet Availability of Proxy Materials (each, a “Notice”) by mail to stockholders entitled to notice of or a vote at the Annual Meeting. The Notice includes instructions on how to view the electronic proxy materials on the Internet, which will be available to all stockholders beginning on or about March 10, 2021. The Notice also includes instructions on how to elect to receive future proxy materials by email. If you choose to receive future proxy materials by email, next year you will receive an email with a link to the proxy materials and proxy voting site, and you will continue to receive proxy materials in this manner until you terminate your election. We encourage you to take advantage of the availabilityoversight of our proxy materialsethics and compliance programs. The Audit Committee may liaise with the Risk Committee on the Internet.
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Will I receive a printed copy of the proxy materials?
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You will not receive a printed copy of the proxy materials unless you specifically request one. Each Notice includes instructions on howmatters relating to request a printed copy of the proxy materials, including the applicable proxy card (or cards) for the Annual Meeting if you are a record holder or the applicable voting instruction form (or forms) if you are a beneficial owner, at no cost to you. In addition, by following the instructions on the Notice, you can elect to receive future proxy materials in printed form by mail. If you choose to receive future proxy materials in printed form by mail, we will continue to send you printed materials pursuant to that election until you notify us otherwise.
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What does it mean if I receive more than one Notice?
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We are taking advantage of the householding rules adopted by the SEC that permit us to deliver only one Notice to stockholders who share an address, unless otherwise requested. This allows us to reduce the expense of delivering duplicate Notices to our stockholders who may have more than one stock account or who share an address with another NCR stockholder.
NCR CORPORATION | 2021 Proxy Statement | 2
If you have multiple common stock record accounts or multiple Series A Convertible Preferred Stock record accountscompliance, risk management and you have received only one Notice with respect to your common stock or Series A Convertible Preferred Stock, and/or if you share an address with another NCR stockholderinformation security, and you have received only one Notice:
| • | | you may write us at 864 Spring Street NW, Atlanta, Georgia 30308-1007, Attn: Investor Relations, or call us at 1-800-225-5627, to request separate copies of the proxy materials at no cost to you; or
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| • | | if you no longer wish to participate in the householding program, please call 1-866-540-7095 to “opt-out” or revoke your consent.
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If you have multiple NCR common stock record accounts or multiple Series A Convertible Preferred Stock record accounts and you have received multiple copies of the Notice with respect to either your common stock or Series A Convertible Preferred Stock, and/or if you share an address with another NCR stockholder and you have received multiple copies of the Notice, and you wish to participate in the householding program, please call 1-866-540-7095 to “opt-in.”
Please note that if you hold both common stock and Series A Convertible Preferred Stock, you can expect to receive a separate Notice for each class of stock. These notices are separate and will not be combined even if you have opted in or consented to householding. See “What if I hold both common stock and Series A Convertible Preferred Stock” below.
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Who is entitled to vote at the Annual Meeting?
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Record holders of our common stock and/or Series A Convertible Preferred Stock on the Record Date are entitled to notice of and to vote at the Annual Meeting.
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How many votes do I have?
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Each record holder of common stock will have one vote for each share of common stock held at the close of business on the Record Date on each matter that is properly brought before the Annual Meeting and on which holders of common stock are entitled to vote. There were 130,254,815also shares of common stock outstanding on the Record Date.
Each record holder of Series A Convertible Preferred Stock will have a number of votes equaladditional oversight responsibilities with the Risk Committee with clearly delineated responsibilities.
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Our Chief Risk Officer has primary oversight for the Company’s Enterprise Risk Management (ERM) programs, including business continuity planning (BCP) and third-party risk management (TPRM), details of which are reported to the largestRisk Committee. The Company’s ERM programs support our strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives:
Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities
Establish clear roles and responsibilities in support of the Company’s risk management activities
Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances
Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to the Company’s executive leadership and Board of Directors
Provide relevant training to executives, managers and employees.
Our Chief Risk Officer also supports the Executive Leadership Team’s Corporate Sustainability initiatives and reports on those activities to the Risk Committee. Further, our Chief Ethics & Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board. All these channels to the Board are designed to provide a holistic, clear, and accurate picture of Corporate Sustainability developments.
Climate Action
We have set the ambitious goal to achieve Net-Zero by 2050 by developing science-based plans and targets to help us meet that goal. To help us achieve this goal, we are continuously working on reducing the environmental footprint of our global fleet of vehicles by transitioning to lower emission and Electric Vehicles (EVs).
We are committed to managing our environmental footprint and protecting the global communities in which we operate. We strive to minimize the environmental impact of our products and operations while also delivering innovative technologies and solutions designed to support businesses and consumers in their efforts to operate responsibly. For example, we use remote sensing technology to solve customer equipment issues, which reduces the number of whole sharesmaintenance visits and reduces our carbon footprint. In the past two years, our remote monitoring and diagnostics capabilities and other dispatch avoidance programs resulted in over 1.1 million eliminated service dispatch trips.
We recognize the importance of common stock into which such sharesminimizing our environmental footprint through energy usage and greenhouse gas (GHG) emission management. That is why we continue to report our Scope 1 and Scope 2 emissions from our global facilities and service operations through CDP (formerly Carbon Disclosure Project). We complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact.
We are
convertible on the Record Date on each matter that is properly brought before the Annual Meeting and on which holders of Series A Convertible Preferred Stock are entitledproud to
vote together with common stock as a single class. As of the Record Date, there were 275,867 shares of Series A Convertible Preferred Stock outstanding, which as of such date were convertible into 9,195,474 shares of common stock. |
Are there any requirements on how the holders of Series A Convertible Preferred Stock must vote?
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Each record holder of Series A Convertible Preferred Stock is entitled to vote in his, her or its discretion on all matters described in this proxy statement.
Your vote is important. Your shares can be voted at the Annual Meeting only if you are present (via attendance at the Annual Meeting by webcast) or if your shares are represented by proxy. Even if you plan to attend the Annual Meeting webcast, we urge you to authorize a proxy to vote your shares in advance.
If you hold both common stock and Series A Convertible Preferred Stock, you will need to vote, or authorize a proxy to vote, each class of stock separately. Please be sure to vote or authorize a proxy to vote for each class of stock separately so that all your votes can be counted. For more information, see “What if I hold both common stock and Series A Convertible Preferred Stock” below.
You can authorize a proxy to vote your shares of common stock or Series A Convertible Preferred Stock electronically by going to www.proxypush.com/NCR, or by calling the toll-free number (for residents of the
NCR CORPORATION | 2021 Proxy Statement | 3
United States and Canada) listed on the applicable proxy card. Please have your proxy card (or cards) in hand when going online or calling. If you authorize a proxy to vote your shares electronically, you do not need to return the applicable proxy card. If you received proxy materials by mail and want to authorize your proxy by mail, simply mark the applicable proxy card, and then date, sign and return it in the applicable postage-paid envelope provided so it is received no later than April 19, 2021.
Your shares of common stock or Series A Convertible Preferred Stock will be voted at the Annual Meeting as directed by your electronic proxy, the instructions on your proxy card or voting instruction form if: (i) you are entitled to vote those shares; (ii) your proxy for those shares was properly executed or properly authorized electronically; (iii) we received your proxy for those shares prior to the Annual Meeting; and (iv) you did not revoke your proxy for those shares prior to or at the Annual Meeting. The method by which you vote or authorize a proxy to vote your shares will in no way limit your right to attend and vote at the Annual Meeting webcast if you later decide to do so.
Please note that if you hold any of your shares through a bank, broker or other nominee (i.e., in street name), you may be able to authorize your proxy for those shares by telephone, the Internet or mail. You should follow the instructions you receive from your bank, broker or other nominee to vote these shares. Also, if you hold any of your shares in street name, you must obtain a “legal proxy” executed in your favor from your bank, broker or nominee to be able to vote those shares in person via attendance at the virtual Annual Meeting. Obtaining a legal proxy may take several days.
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What if I hold both common stock and Series A Convertible Preferred Stock?
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Somecontinue public disclosure of our stockholders may hold both common stockScope 1 and Series A Convertible Preferred Stock. If you areScope 2 greenhouse gas (GHG) emissions data, which has been measured and calculated in alignment with the GHG Protocol Standard. To accurately track progress towards our GHG reduction targets, we adjusted our emissions inventory to account for significant structural changes that drove a holder of both common stock and Series A Convertible Preferred Stock, you can expect to receive a separate Notice for each class of stock (or a separate set of printed proxy materials if you previously elected to receive proxy materialsdecrease in printed form).
You will need to vote, or authorize a proxy to vote, each class of stock separatelyemissions greater than 5%, in accordance with the instructions set forth hereinGHG Protocol guidance.
To account for the spin-off of NCR Atleos, certain divestments that occurred on October 16, 2023 are removed from the data from the date of divestment and, where entire business operations previously part of NCR Corporation were divested. retrospectively from January 1st, 2023. In alignment with the GHG Protocol, organic site and operations closures are not retrospectively removed from the data. Based on the applicable proxy cards or voting instruction forms. Voting, or authorizingsize of the impact of these changes (≥ 50%), we chose to reset our carbon accounting baseline year to FY 2023.
GHG emissions are expressed as a proxyconsolidated figure, adjusted to vote, only your common stockreflect the entire reporting period by applying the modified organizational boundary. The measurement and reporting involve a degree of estimation based on historical data and other proxies. The data is audited by members of the Finance Team and then reported in different external communication and reporting outlets. The Corporate Sustainability Leader and Chief Risk Officer approve all GHG emissions data statements.
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Our emissions data for the past three years is as follows:
| | Scope 1 | | | 128,016 | | | 158,365 | | | 43,376 | |
| | Scope 2 | | | 10,717 | | | 12,558 | | | 8,386 | |
*
| Reported numbers for 2021 and 2022 represent total GHG emissions of NCR Corporation. Numbers reported for 2023 represent total emissions of NCR Voyix Corporation. |
As we progress on our environmental accountability journey, we are committed to continued accuracy and transparency and regularly refine our data collection and calculation methodology. To support this commitment, in 2024 we implemented a robust Corporate Sustainability management system, which will notallow for more accurate, transparent, and complete data capturing and monitoring. It will also cause your sharesfurther improve our planning and reporting capabilities and refine our Corporate Sustainability processes.
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| | Notice of Annual
Meeting of Stockholders
Letter from the CEO
Proxy Statement Summary |
Table of
Series A Convertible Preferred Stock to be voted, and, similarly, voting, or authorizing a proxy to vote, only your Series A Convertible Preferred Stock will not also cause your shares of common stock to be voted.If you hold both common stock and Series A Convertible Preferred Stock, please be sure to vote or authorize a proxy to vote for each class of stock separately so that all of your votes can be counted.
Contents
How do I vote shares held under the NCR Direct Stock Purchase and Sale Plan?
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If you are a participant in the Direct Stock Purchase and Sale Plan (the “DSPP”) administered by our transfer agent, Equiniti Trust Company, any proxy you authorize will also have the authority to vote the shares of NCR common stock held in your DSPP account. Equiniti Trust Company, as the DSPP administrator, is the stockholder of record of the plan and will not vote those shares unless you provide it with instructions, which you may do by telephone, the Internet or mail.
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If I authorized a proxy, can I revoke it
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Yes, you may revoke a proxy at any time before it is exercised at the Annual Meeting by:
| • | | authorizing a new proxy on the Internet or by telephone;
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| • | | properly executing and delivering a later-dated (i.e., subsequent to the dateExperiences of the original proxy) proxy card that is received no later than April 19, 2021;
Nominees | | | |
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NCR CORPORATION | 2021 Proxy Statement | 4
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Corporate Governance Matters
| | The election of each of James G. Kelly, David Wilkinson, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and Laura Sen as a written notice of revocation to the inspector of election in care of the Corporate Secretarydirector of the Company, at 864 Spring Street NW, Atlanta, Georgia 30308-1007 thatwith each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is received no later than April 19, 2021.duly elected and qualifies. | | | Board
Recommendation
FOR each nominee | |
Only the most recent proxy will be exercised and all others will be disregarded regardless of the method by which the proxies were authorized.
If shares of NCR’s voting securities are held on your behalf by a broker, bank or other nominee, you must contact it to receive instructions as to how you may revoke your proxy instructions for those shares.
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What constitutes a quorum at the Annual Meeting?
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The presence at the Annual Meeting (in person via attendance at the virtual Annual Meeting by proxy) of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum.
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What vote is required to approve each proposal?
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A majority of all the votes cast by holders of our common stock and Series A Convertible Preferred Stock voting together as a single class (in person via attendance at the virtual Annual Meeting or by proxy), with the holders of Series A Convertible Preferred Stock voting on an as-converted basis, is required to elect each of the director nominees (Mark W. Begor, Gregory Blank, Catherine L. Burke, Deborah A. Farrington, Michael D. Hayford, Georgette D. Kiser, Kirk T. Larsen, Frank R. Martire, Martin Mucci and Matthew A. Thompson), to approve the Say on Pay proposal, and to ratify the appointment of our independent registered public accounting firm. Under Maryland law, abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the votes in the election of directors, the Say on Pay proposal or the proposal to ratify the appointment of our independent registered accounting firm.
A broker “non-vote” occurs when a broker returns a properly executed proxy but does not vote on a particular proposal because the broker does not have the discretionary authority to vote on the proposal and has not received voting instructions from the beneficial owner regarding the proposal. Under the rules of the New York Stock Exchange (“NYSE”), brokers have the discretionary authority to vote on the ratification of our independent registered public accounting firm, but not in the election of our directors or on the Say on Pay proposal.
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When will you publish the results of the Annual Meeting?
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We will include the results of the votes taken at the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
Proposal 1 – Election of Directors
The Board of Directors recommends that you vote FOR each of Mark, W. Begor, Gregory Blank, Catherine L. Burke, Deborah A. Farrington, Michael D. Hayford, Georgette D. Kiser, Kirk T. Larsen, Frank R. Martire, Martin Mucci and Matthew A. Thompson for terms that expire at the 2022 Annual Meeting and when his or her successor is duly elected and qualifies.
The holders of shares of common stock and Series A Convertible Preferred Stock, voting together as a single class, are being asked to consider and vote on each of the
tennine director nominees up for election, each to serve until the
2022 Annual Meetingnext annual meeting of stockholders following his or her election and until his or her
successors arerespective successor is duly elected and qualifies. Proxies solicited by the Board and properly authorized will be exercised for the election of each of the
tennine nominees:
Mark W. Begor, Gregory Blank,James G. Kelly, David Wilkinson, Catherine L. Burke,
Deborah A. Farrington, Michael D. Hayford, Georgette D. Kiser,Janet Haugen, Irv Henderson, Kirk
T. Larsen,
Frank R. Martire, Martin MucciLaura Miller, Kevin Reddy and
Matthew A. Thompson,Laura Sen, unless you elect to vote against or abstain from voting with regard to any nominee. The Board has no reason to believe
NCR CORPORATION | 2021 Proxy Statement | 5
that any of these nominees will be unable to serve. However, if one of them should become unable to serve prior to the Annual Meeting, the Board may reduce the size of the Board or designate a substitute nominee. If the Board designates a substitute nominee, shares represented by properly authorized proxies that were voted in favor of the nominee that became unable to serve will be voted FOR the substitute nominee.
Chinh E. Chu, who is currently serving Georgette Kiser’s and Gregory Blank’s terms as directors will end at the Annual Meeting. Concurrently with the expiration of their terms, the size of the Board will automatically decrease from eleven to nine such that, assuming all of the nominees are elected at the Annual Meeting, there will be no vacancies on the Board. We thank them for their service and contributions.
How Does the Board Recommend that I Vote on this Proposal?
The Board of Directors recommends that you vote FOR the election of each of James G. Kelly, David Wilkinson, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and whose termLaura Sen as directors, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is expiringduly elected and qualifies. Properly authorized proxies received by the Board will be voted FOR all nominees for which the stockholder may vote unless they specify otherwise.
Vote Required for Approval
The affirmative vote of a majority of the total votes cast for and against each nominee by holders of our common stock and Series A Convertible Preferred Stock, voting together as a single class (in person via attendance at the virtual Annual Meeting or by proxy), with the holders of Series A Convertible Preferred Stock voting on an as-converted basis, is required to elect each nominee. Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the
datevote required to elect each of
the Annual Meeting, is not standing for re-election at the Annual Meeting. |
Board of Directors Composition, Diversity and Skills
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Our Board of Directors holds a diverse range of backgrounds, viewpoints and skills that enable its effectiveness and proactiveness. As set forth in our NCR Corporation Board of Directors Corporate Governance Guidelines (the “Corporate Governance Guidelines”), our Board considers numerous factors when assessing the qualifications for each Board nominee, including diversity of thought and perspective such as on the basis of age, race, gender and ethnicity, or on the basis of geographic knowledge, industry experience, board tenure or culture. Our Board is committed to actively seeking women and minoritythese director candidates for consideration. The graphs and charts below illustrate, as of the Record Date, our diverse Board representation, as well as the qualifications, attributes, skills and experiences represented on the Board.
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Board Independence
| | Board Gender Diversity
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Board Tenure
Average Tenure
of Directors
2.7 Years
| | Board Diversity
(3 Women / 2 Ethnically Diverse Individuals)
| | Board Age
Average Age
of Directors
56.9 Years
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NCR CORPORATION | 2021 Proxy Statement | 6
nominees.
2024 Proxy Statement | | | | | | | | |
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Qualifications, Attributes, Skills and Experiences
Represented on the Board | | Of the 10 Directors
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Strategic Transformation Leadership
Experience driving strategic direction and growth of an organization shifting its business strategy
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Public Company Board Service
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CEO, President or Leadership Position of a Large Organization
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Technology or Software Experience
Implementing technology strategies for long-term research and development (“R&D”), planning and strategy
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Financial Literacy
Experience or expertise in financial accounting and reporting or financial management
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Environmental, Social and Governance (“ESG”) Experience
Experience in ESG, community affairs, and/or corporate responsibility including sustainability, diversity and inclusion
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Industry Background
Experience in financial services, retail, hospitality or payments
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Enterprise Risk Management (“ERM”) & Cybersecurity Experience
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Global Business Background
Experience and exposure to markets and cultures outside the United States
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Mergers & Acquisitions or Corporate Finance/Capital Markets Experience
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Communications & Marketing Experience
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Compliance Experience
Experience in developing, managing or overseeing an ethics or compliance program
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Labor Relations, Human Resources, Talent Management or Compensation Experience
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Government or Regulatory Affairs Experience
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NCR CORPORATION | 2021 Proxy Statement | 7
PROPOSAL 1 Election of Directors
The name, age, principal occupation, other business affiliations and certain other information regarding each nominee for election as a director are set forth below, along with a description of the qualifications that led the Committee on Directors and Governance to conclude that he or she meets the needs of the Board and supports the advancement of the Company’s long-term strategy. The age reported for each director is as of the filing date of this proxy statement.
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AGE: 62
INDEPENDENT CHAIR SINCE: 2023 | |
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MARK W. BEGOR
Age: 62
DIRECTOR SINCE: 2020
NCR COMMITTEES: Compensation
JAMES G. KELLY
James Kelly has served as the independent Chairman of our Board of Directors since October 2023. He previously served as Chief Executive Officer and Human Resource, RiskOTHER CURRENT PUBLIC BOARDS: Equifax,as a member of the Board of Directors of EVO Payments, Inc.
| | Mark W. Begor is (“EVO”) from May 2018 until EVO’s acquisition by Global Payments, Inc. (“Global Payments”) in March 2023. Prior to EVO’s initial public offering in 2018, Mr. Kelly served as Chief Executive Officer and a member of the Board of DirectorsEVO Payments International from 2012 to 2018.
Before joining EVO, Mr. Kelly held several leadership roles at Global Payments from 2001 to 2010, including President and Chief Operating Officer from 2006 to 2010 and Senior Executive Vice President and Chief Financial Officer from 2000 to 2005. Prior to joining Global Payments, Mr. Kelly served as a managing director of Equifax,Alvarez & Marsal, a leading global professional services firm, and as a manager of Ernst & Young’s mergers and acquisitions and audit groups.
Mr. Kelly currently serves on the advisory boards of Madison Dearborn Partners, Broad Sky Partners and New Mountain Capital and is a member of the board of directors of MoneyGram International Inc. (Equifax),and Great Gray Trust Company. He also serves on the National Commercial Fishing Safety Advisory Committee of the U.S. Department of Homeland Security. Mr. Kelly holds a consumer credit reporting agency,bachelor’s degree from the University of Massachusetts, Amherst.
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS: Mr. Kelly’s qualifications include his extensive experience in senior leadership roles in publicly held companies including EVO and Global Payments; his significant experience in financial services and technology industries; his experience leading companies in operational, financial and strategic matters; and his independence.
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AGE: 51
DIRECTOR SINCE: 2023 | | | DAVID WILKINSON
David Wilkinson is our Chief Executive Officer, a position he has held since April 2018. Prior to thatOctober 2023. Most recently, he served as a Managing Director in the Industrial and Business services group at Warburg Pincus LLC (Warburg Pincus), a private equity firm, from 2016 to 2018. Prior to joining Warburg Pincus, Mr. Begor spent 25 years at General Electric Company (GE), most recently as President and Chief Executive Officer of GE’s energy management business from 2014 to 2016. Mr. Begor also served as Senior Vice President and a memberPresident of GE’s 30-person Corporate Executive CouncilNCR Commerce since December 2022, and was responsible for creating and executing the GE Capital Board,Company’s overall vision and strategy for the retail and restaurant industries. Mr. Wilkinson first joined NCR Corporation in November 2010 and has overseen the Company’s sales and retail operations in various roles as a GE Officer for 18 years.vice president, senior vice president and President of NCR Retail. Before joining NCR Corporation, Mr. Wilkinson held various leadership positions with Avaya, Nortel and Verizon. He also served asis a member of the Board of DirectorsTrustees for the NCR Foundation, a board member for Junior Achievement of Fair Isaac Corporation from 2016 to 2018.Georgia and serves on the board of directors of the National Retail Federation.
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS: Mr. Begor became a director of NCR on February 26, 2020.Qualifications: Mr. Begor’sWilkinson’s qualifications include his extensive experience and expertise in our business, drawing on his 13-year senior leadership roles; his industry expertise; his currenttenure at NCR Corporation. He has nearly 30 years of experience helping IT and prior experiencetelecom companies expand beyond their traditional business models. He has a proven track record of growing existing business models as well as innovating new ones to fill strategic gaps and accelerate profitability.
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2 | | | | | | 2024 Proxy Statement |
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PROPOSAL 1 Election of Directors
| | AGE: 48
INDEPENDENT DIRECTOR SINCE: 2019
NCR VOYIX COMMITTEES:
Committee on Directors and Governance (Chair), Risk Committee | | | CATHERINE L. BURKE
Catherine L. Burke (“Katie”) has served on our Board of Directors since September 2019. She is the Founder and Principal of Fall Creek Advisors where she serves as a directorcounselor to a wide range of leaders, chief executive officers and committeeinvestors. Ms. Burke serves as a member of other public companies;the U.S. Advisory Board of CVC Capital Partners and his independence. |
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Gregory Blank
Age: 40
DIRECTOR SINCE: 2015
NCR COMMITTEES: Audit, Risk
| | Gregory Blank is a Senior Managing Director of The Blackstone Group, Inc. (Blackstone), an American multi-national private equity, alternative asset management and financial services firm based in New York where he focuses on investments in the technology, media, and telecommunications infrastructure sectors. Since joining Blackstone in 2009, Mr. Blank has been involved in the execution of many of Blackstone’s investments, including most recently in Kronos, JDA, Paysafe, Ipreo and Optiv. He previously served as a director of Kronos, Travelport Worldwide Limited (Travelport), Ipreo, Optiv and The Weather Company. Mr. Blank became a director of NCR on December 4, 2015.
Qualifications: Mr. Blank’s qualifications include his significant private equity and mergers and acquisitions experience with Blackstone; his experience evaluating and managing acquisitions and investments in the technology and telecommunications industries; his experience as a director of other public and private companies; his financial expertise and literacy; his prior service on Travelport’s Audit Committee; and his independence.
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NCR CORPORATION | 2021 Proxy Statement | 8
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Catherine L. Burke
Age: 45
DIRECTOR SINCE: 2019
NCR COMMITTEES: Audit, Directors and Governance
OTHER CURRENT PUBLIC BOARDS: Black Knight, Inc.
| | Catherine L. Burke is Chief Strategy Officer atAdvisor to Daniel J. Edelman Holdings, Inc. (Edelman), a global communications firm, a position she(“DJE Holdings”).
Ms. Burke previously served as Vice Chairman and Chief Corporate Strategy Officer of DJE Holdings, the parent company of consulting firms Edelman, ZENO, Edelman Smithfield, Revere, Salutem and Edible.
She joined Edelman in 2008 and has held since January 6, 2019. In addition, she is the head of Practices, Sectors and Intellectual Property at Edelman and is a member of Edelman’s Executive and Operations Committees. From 2008 to 2015, Mrs. Burke served in a variety of executive roles at Edelmanthe firm including Chief Corporate Strategy Officer, Global ChairChairman of Public Affairs, Global President of Practices and Sectors, and Executive Vice President of Public Affairs. Between 2015-2017, Mrs.2014 and 2016, Ms. Burke served as Executive Vice President of Marketing &and Communications at Nielsen Holdings plc and founded and managed a communicationsconsulting firm, Katie Burke Communications, until she returned to Edelman in 2018. She currently serves as a director2017. Ms. Burke previously served on the board of directors of Black Knight, Inc. Mrs. Burke became a directorthrough the successful acquisition of NCR onthe company by Intercontinental Exchange, Inc in September 23, 2019.Qualifications: 2023.
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS:Mrs. Burke’s qualifications include her extensive experience and senior leadership roles in marketing, communicationscorporate strategy and execution, and operations; her domestic and international experience in those areas;government affairs, public affairs and corporate affairs; her financial literacy; her current public company board experience; and her independence. |
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Deborah A. Farrington
Age: 70
AGE: 65
INDEPENDENT DIRECTOR SINCE: 2017 2023
NCR VOYIX COMMITTEES: Directors and Governance Audit Committee (Chair), RiskOTHER CURRENT PUBLIC BOARDS:
Ceridian HCM Holding Inc.Compensation and Redball Acquisition Corp.
Human Resources Committee | | Deborah A. Farrington is a founder and President of StarVest Management, Inc., a private equity firm, and since 1999 has been a general partner of StarVest Partners, L.P. (StarVest Partners), a venture capital fund that invests primarily in technology enabled business services and emerging software companies. From 1993 to 1997, Ms. Farrington was President and Chief Executive Officer of Victory Ventures, LLC, a New York-based private equity investment firm (Victory Ventures). Also during that period, she was a founding investor and Chairperson of the Board of Staffing Resources, Inc., a diversified staffing company. Prior to 1993, Ms. Farrington held management positions with Asian Oceanic Group in Hong Kong and New York, Merrill Lynch & Co. Inc. in Hong Kong and New York, and the Chase Manhattan Bank. Ms. Farrington was Lead Director and Chairperson of the Compensation Committee of NetSuite, Inc. (NetSuite), a NYSE-listed company, until its sale to Oracle Corporation in November 2016 for $9.4 billion. She previously served as a member of the
| Janet Haugen
Janet Haugen joined our Board of Directors of Collectors Universe, Inc. from 2003 to 2020.in October 2023. Ms. FarringtonHaugen is a member of the Board of Directors of Ceridian HCM Holding Inc., where she is Chairperson of the Nominating and Governance Committee and a member of the Audit Committee; and RedBall Acquisition Corp., where she is Chairperson of the Audit Committee. Ms. Farrington became a director of NCR on November 27, 2017.Qualifications: Ms. Farrington’s qualifications include her significant software industry and entrepreneurial experience as a long-time investor in emerging software and business services companies as a founder and general partner of StarVest Partners; her management experience as President of StarVest Partners management, as President and Chief Executive Officer of Victory Ventures, and her prior management roles; her leadership experience, including as Lead Director of NetSuite; her current and prior public company board and board committee experience; her financial literacy and expertise; and her independence.
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NCR CORPORATION | 2021 Proxy Statement | 9
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Michael D. Hayford
President and Chief Executive Officer
Age: 61
DIRECTOR SINCE: 2018
| | Michael D. Hayford is President and Chief Executive Officer of NCR, a position he has held since April 2018. Mr. Hayford was most recently Founding Partner of Motive Partners, an investment firm focused on technology-enabled companies that power the financial services industry. From 2009 until his retirement in 2013, Mr. Hayford served as the Executiveformer Senior Vice President and Chief Financial Officer at Fidelity National Information Services Inc. (FIS)of Unisys Corporation (“Unisys”), a financial servicesglobal information technology company.company, a role which she held from April 2000 to November 2016. She also held positions as Vice President, Controller and Interim Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining FIS, Mr. Hayford was with Metavante Technologies,Unisys, she held positions at Ernst & Young from 1980 to 1996, including as an audit partner from 1993 to 1996.
Ms. Haugen has served on the board of directors of Juniper Networks, Inc. (Metavante), a bank technology processing company, from 1992 to 2009. Heprovider of high-performance networking and cybersecurity solutions, since May 2019 and as chair of the audit committee since February 2020. Ms. Haugen has served as a director and member of the Chief Operating Officer at Metavante from 2006 to 2009audit committee of Bentley Systems, Incorporated., a software development company, since September 2020, and as lead independent director since December 2021 and as chair of the President from 2008sustainability committee since March 2021. She is also a member of the board of directors and audit committee chair of Central Square Technologies.
From 2018 to 2009. From 2007 to 2009, Mr. Hayford2021, she served on the board of directors, as audit committee chair and as a member of the compensation committee of Paycom Software, Inc., a provider of comprehensive, cloud-based human capital management software. She also served on the Boardboard of Directors of Metavante. Mr. Hayforddirectors and was a memberchair of the Boardaudit committee of DirectorsSunGard Data Systems Inc., a software and the Audit Committee of Endurance International Group Holdings,services company, from 2002 to 2005. She earned her bachelor’s degree in economics from Rutgers University.
OTHER PUBLIC COMPANY BOARDS: Juniper Networks, Inc. from 2013 to 2019, and was a member of the Board of Directors and Chairman of the Audit Committee of West Bend Mutual Insurance Company from 2007 to 2018. Mr. Hayford became a director of NCR on April 30, 2018.Qualifications: Mr. Hayford’s qualifications include his significant leadership and management experience in his previous roles at FIS and Metavante, as well as his current role at NCR; his industry expertise including in the financial services industry and bank technology processing; and his current and prior experience as a director and committee member of other public companies.
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Georgette D. Kiser
Age: 53
DIRECTOR SINCE: 2020
NCR COMMITTEES: Risk (Chair), Directors and Governance
OTHER CURRENT PUBLIC BOARDS:
Aflac Incorporated, Adtalem Global Education; Bentley Systems, Inc. and Jacobs Engineering Group Inc.
| | Georgette D. Kiser is an Operating Executive at The Carlyle Group (Carlyle), an American multinational private equity, alternative asset management and financial services corporation, a position she has held since May 2019. From January 2015 to May 2019,
QUALIFICATIONS: Ms. Kiser served as a Managing Director and the Chief Information Officer for Carlyle. From 1996 to 2015, Ms. Kiser served as Vice President of T. Rowe Price Associates, Inc. (T. Rowe Price), an American publicly owned global asset management firm that offers funds, advisory services, account management, and retirement plans and serves for individuals, institutions, and financial intermediaries. Prior to T. Rowe Price, Ms. Kiser worked for General Electric Company (GE) within their Aerospace Unit. Ms. Kiser is a member of the Board of Directors of Aflac Incorporated, Adtalem Global Education Inc., and Jacobs Engineering Group Inc. Ms. Kiser became a director of NCR on February 7, 2020.Qualifications: Ms. Kiser’sHaugen’s qualifications include her extensive experienceleadership experience; financial literacy and senior leadership and management experience in her position at Carlyle, and her former positions with T. Rowe Price and GE;expertise; her current and prior public company board and committee experience; her technology, data security and digital platform expertise; her financial literacy and expertisebroad industry experience; and her independence.
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NCR CORPORATION | 2021 Proxy Statement | 10
2024 Proxy Statement | | | | | | 3 |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
| | 
AGE: 54
INDEPENDENT DIRECTOR SINCE: 2024
NCR VOYIX COMMITTEES: None (New Board Member) | | | IRV HENDERSON
Irv Henderson joined our Board of Directors in March 2024. Mr. Henderson is the Chief Executive Officer and Founder of KonstructIQ Inc., a developer of a comprehensive financial management system designed for construction projects, which simplifies invoice management and payments through an all-in-one interface, ensuring control over the entire payments workflow. Mr. Henderson formerly served as Executive Vice President and Chief Digital Officer at U.S. Bank from September 2019 to December 2022, where he led development and execution of the One U.S. Bank digital strategy for business customers. Prior to U.S. Bank, Mr. Henderson was Co-Founder and Chief Executive Officer of Talech, a provider of point-of-sale (POS) systems for restaurants and retailers, from 2012 until Talech’s acquisition by U.S. Bank in 2019. Mr. Henderson has also held various technology product leadership roles with Yahoo!, Obopay and InfoSpace Mobile.
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS: Mr. Henderson’s qualifications include his extensive leadership experience; background in technology and point-of-sale software, combined with his software development experience and retail and restaurant industry experience; and his independence. |
Kirk T. Larsen
Age: 49
| AGE: 52
INDEPENDENT DIRECTOR SINCE: 2019
NCR VOYIX COMMITTEES: Audit (Chair), Compensation and Human ResourceResources Committee (Chair), Audit Committee | | | KIRK LARSEN
Kirk T.Larsen has been a member of our Board of Directors since September 2019. Mr. Larsen is Chief Financial Officer of Relativity, a global legal technology company, a role he has held since April 2024. He served as an Advisor to ICE Mortgage Technology Holdings, Inc., a division of Intercontinental Exchange, Inc. (“Intercontinental Exchange”), from September to December 2023.
Mr. Larsen is the Executive Viceformer President and Chief Financial Officer of Black Knight, Inc. (Black Knight)(“Black Knight”), a provider of software, data and analytics to the mortgage and consumer loan, real estate and capital markets verticals, a position he has held sincefrom May 2022 through the successful acquisition of the company by Intercontinental Exchange in September 2023. From January 2014.2014 to May 2022, Mr. Larsen was Executive Vice President and Chief Financial Officer of Black Knight. From January 2014 to April 2015, Mr. Larsenhe also served as the Executive Vice President and Chief Financial Officer of ServiceLink, a national provider of loan transaction services to the mortgage industry. From July 2013 to December 2013,
Before joining Black Knight, Mr. Larsen servedheld leadership roles at Fidelity National Information Services, Inc., a financial services technology company, serving as Corporate Executive Vice President, Finance from July 2013 to December 2013 and as Senior Vice President and Treasurer of Fidelity National Information Services Inc. (FIS), a financial services technology company.from October 2009 to July 2013. He has alsopreviously held senior leadership positions in finance investor relations and financial planning and analysis in the fintech, payments and information technology industriesaccounting roles at FIS, as well as with companies likeMetavante Corporation, Rockwell Automation, Inc., and Ernst & Young LLP. Mr. Larsen became a director of NCR on September 23, 2019.Qualifications:
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS: Mr. Larsen’s qualifications include his significant experience in leadership roles in publicly held technology companies including Black Knight and FIS;companies; his expertise in mergers and acquisitions, technology and software; his financial literacy and expertise; and his independence. |
4 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
Frank R. Martire
Executive Chairman
Age: 73
| 
AGE: 59
INDEPENDENT DIRECTOR SINCE: 2018OTHER CURRENT PUBLIC BOARDS:
J. Alexander’s Holdings, Inc. and Cannae Holdings, Inc.
2023
NCR VOYIX COMMITTEES: Risk Committee (Chair), Audit Committee | | Frank R. Martire is Executive Chairman
| LAURA MILLER
Laura Miller joined our Board of NCR, a position heDirectors in October 2023. Ms. Miller has held since May 2018. Mr. Martire most recently served as Non-Executive Chairman of Fidelity National Information Services, Inc. (FIS), a financial services technology company. From 2015 to 2017, he served as Executive Chairman of FIS and from 2009 to 2015 wasVice President and Chief ExecutiveInformation Officer of FIS after its acquisitionMacy’s, Inc. (“Macy’s”) since 2021. As CIO of Metavante Technologies,Macy’s, her responsibilities include strategy, execution, operations, enterprise data and analytics, and cybersecurity for three brands in more than 650 locations. Prior to joining Macy’s, Ms. Miller was with InterContinental Hotels Group PLC (IHG) from 2013 to January 2020, where she held the role of Global Chief Information Officer. Prior to joining IHG, Ms. Miller was Senior Vice President, Financial Services Application Development for First Data Corporation, where she led several transformational initiatives to rearchitect the global business model to deliver operational and financial improvements.
Ms. Miller currently serves on the Supervisory Board of Ahold Delhaize, one of the world's largest food retail groups and a leader in supermarkets and e-commerce. She previously served on the board and as chair of the technology committee of EVO Payments, Inc. (Metavante), a bankglobal merchant acquirer and payment processor, and on the board of LGI Homes, an industry-leading residential home design, construction, sales and marketing business.
Ms. Miller has a bachelor’s degree in Information Systems Management from the University of Maryland, Baltimore County, and holds a master’s degree in Computer Systems Management from the University of Maryland University College.
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS: Ms. Miller’s qualifications include her leadership experience as well as her extensive expertise in technology processing company.and cybersecurity matters. |
| | 
AGE: 66
INDEPENDENT DIRECTOR SINCE: 2023
NCR VOYIX COMMITTEES:
Compensation and Human Resource Committee, Committee on Directors and Governance | | | KEVIN REDDY
Kevin Reddy joined our Board of Directors in October 2023. Since 2016, Mr. MartireReddy has served as Managing Partner of Reddy Enterprises, providing advisory and management consulting services to distinguished investment funds.
Mr. Reddy previously served as Chief Executive Officer of MetavanteNoodles & Company from 20032006 to 2016. He became a member of its Board of Directors in 2006 and served as Chairman of the board from 2008 to 2016. Under his leadership, Noodles & Company held a successful initial public offering in 2013 and grew to more than 450 restaurants and in excess of 10,000 team members during his tenure. Prior to joining Noodles & Company, he was the Chief Operating Officer and Restaurant Support Officer for Chipotle Mexican Grill and was instrumental in designing and building the infrastructure, team and culture to propel Chipotle from 11 locations to almost 500.
Mr. Reddy currently serves on the Board of Directors of K-MAC Enterprises Inc., a leading YUM! franchisee, operating over 300 Taco Bell restaurants in Arkansas, Missouri, Oklahoma, and Texas. He is an advisory board member of Fusion Education Group and Citation. Mr. Reddy also serves as a Senior Operating Partner to a prestigious sovereign wealth fund and several early stage innovative technology companies.
OTHER PUBLIC COMPANY BOARDS: None
QUALIFICATIONS: Mr. Reddy’s qualifications include his leadership skills, extensive experience in the restaurant industry, and his independence. |
2024 Proxy Statement | | | | | | 5 |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
| |
AGE: 67
INDEPENDENT DIRECTOR SINCE: 2022
NCR VOYIX COMMITTEES:
Risk Committee, Audit Committee | | | LAURA SEN
Laura Sen has been a member of our Board of Directors since May 2022. She most recently served as the Non-Executive Chairman of the board of directors of BJ’s Wholesale Club, Inc. (“BJ’s”), a membership-only warehouse chain, from January 2016 to April 2018, and was Chief Executive Officer of BJ’s from 2009 to 2016. She served as BJ’s Chief Operating Officer from 2008 to 2009 and served as BJ’s Executive Vice President of Merchandising and Logistics from 2007 to 2008. From 2003 to 2008. Prior to that, he2006, Ms. Sen was Presidentthe Principal of Sen Retail Consulting, advising companies in the retail sector in the areas of merchandising and Chief Operating Officer for Call Solutions, Inc. from 2001 to 2003 and President and Chief Operating Officer, Financial Institution Systems and Services Group of Fiserv, Inc. (Fiserv), from 1991 to 2001. Mr. Martirelogistics.
Ms. Sen is a member of the Boardboard of Directorsdirectors of J. Alexander’s Holdings,Burlington Stores, Inc., where heshe serves as Lead Independent Director, andon the audit committee. Ms. Sen is also a member of the Boardboard of Directorsdirectors of Cannae Holdings, Inc., where he servesMassachusetts Mutual Life Insurance Company, a privately held company. Ms. Sen previously served as Lead Independent Director. Mr. Martire became a director of NCR on May 31, 2018.Qualifications: Mr. Martire’sEMC Corporation, rue21,
inc., Abington Savings Bank and the Federal Reserve Bank of Boston.
OTHER PUBLIC COMPANY BOARDS: Burlington Stores, Inc.
QUALIFICATIONS: Ms. Sen’s qualifications include hisher current and prior experience as a director including Executive Chairman and non-executive Chairman roles, of other public companies; hisher significant leadership and management experience in his previous roles at FIS, Metavanteleading a growth company and Fiserv; and his broad industry experience includingserving on boards of significant companies in the retail industry; her financial services industryexpertise; and bank technology processing.her independence. |
NCR CORPORATION | 2021 Proxy Statement | 11
6 | | |
| | |
Martin Mucci
Age: 61
NEW DIRECTOR NOMINEE
OTHER CURRENT PUBLIC BOARDS: Paychex, Inc.
| | Martin Mucci is President and Chief Executive Officer and a member of the Board of Directors of Paychex, Inc. (Paychex), a provider of integrated human capital management solutions for human resources, payroll, benefits, and insurance services for small- to medium-sized businesses, a position he has held since September 2010. Mr. Mucci joined Paychex in 2002 as Senior Vice President, Operations. Since 2013, Mr. Mucci has served as a member of an advisory team for Madison Dearborn Partners, LLC, a leading private equity investment firm based in Chicago. Prior to joining Paychex, he held senior level positions with Frontier Communications, a telecommunications company, including President of Telephone Operations and Chief Executive Officer of Frontier Telephone of Rochester. Mr. Mucci was a member of the Board of Directors of Cbeyond, Inc. until it was purchased by Birch Communications, Inc. in July 2014.
Qualifications: Mr. Mucci’s qualifications include his significant experience in leadership roles in technology and telecommunications companies; his current role as President and Chief Executive Officer and a member of the Board of Directors of Paychex; his financial literacy and expertise; and his independence.
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| | |
Matthew A. Thompson
Age: 62
DIRECTOR SINCE: 2017
NCR COMMITTEES: Compensation and Human Resource (Chair), Audit
| | Matt Thompson most recently served as Executive Vice President, Worldwide Field Operations, for Adobe Inc. (Adobe), a multinational computer software company. Mr. Thompson joined Adobe in January 2007 as Senior Vice President, Worldwide Field Operations. From January 2013 to July 2020, he served as Executive Vice President, Worldwide Field Operations, a role in which he served until his retirement in 2020. Prior to joining Adobe, Mr. Thompson served as Senior Vice President of Worldwide Sales at Borland Software Corporation (Borland), a software delivery optimization solutions provider, from October 2003 to December 2006. Prior to joining Borland, Mr. Thompson was Vice President of Worldwide Sales and Field Operations for Marimba, Inc., a provider of products and services for software change and confirmation management, from February 2001 to January 2003. From July 2000 to January 2001, Mr. Thompson was Vice President of Worldwide Sales for Calico Commerce, Inc. (Calico), a provider of eBusiness applications. Prior to joining Calico, Mr. Thompson spent six years at Cadence Design Systems, Inc. (Cadence), a provider of electronic design technologies. While at Cadence, from January 1998 to June 2000, Mr. Thompson served as Senior Vice President, Worldwide Sales and Field Operations and from April 1994 to January 1998 as Vice President, Worldwide Professional Services. Mr. Thompson became a director of NCR on October 24, 2017.
Qualifications: Mr. Thompson’s qualifications include his experience in and knowledge of the software industry, and particularly with respect to SaaS-based software solutions and digital transformation; his skills and experience in domestic and international software sales and sales strategy, including leading Adobe’s global sales organization; his experience with software customers and customer-facing roles; his financial literacy and expertise; his leadership experience; and his independence.
2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
Qualifications, Attributes, Skills and Experiences Represented by the Director Nominees We believe our director nominees represent a well-rounded and diverse range of backgrounds, skills and experience.
| | 89%
are
independent | | | 33%
self-identify as an
ethnic minority | | | 44%
self-identify
as women |
The Board believes that it is desirable that the following experience, qualifications, attributes, and skills be possessed by one or more of NCR CORPORATION | 2021 Proxy Statement | 12
How DoesVoyix’s Board members because of their particular relevance to the Company’s business and structure, and these were all considered by the Committee on Directors and Governance and the Board Recommend that I Vote onin connection with this Proposal?year’s director nomination process:
2024 Proxy Statement | | | | | | 7 |
TABLE OF CONTENTS
The Board
PROPOSAL 1 Election of Directors
recommends that you vote FOR each of Mark W. Begor, Gregory Blank, Catherine L. Burke, Deborah A. Farrington, Michael D. Hayford, Georgette D. Kiser, Kirk T. Larsen, Frank R. Martire, Martin Mucci and Matthew A. Thompson as directors to serve until the next annual meeting of stockholders following their election and until their respective successors are duly elected and qualify. Properly authorized proxies received by the Board will be voted FOR all nominees for which the stockholder may vote unless they specify otherwise. |
Vote Required for Approval
|
The affirmative vote of a majority of all the votes cast with respect to a nominee by holders of our common stock and Series A Convertible Preferred Stock, voting together as a single class (in person via attendance at the virtual Annual Meeting or by proxy), with the holders of Series A Convertible Preferred Stock voting on an as-converted basis, is required to elect such nominee. Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the vote required to elect each of these director nominees.
More Information About Our Board of Directors
The Board oversees management in directing the overall performance of the Company on behalf of the stockholders of the Company. Members of the Board stay informed of the Company’s business by participating in Board and committee meetings (including regular executive sessions of the Board), by reviewing materials provided to them prior to the meetings and otherwise, and through discussions with the Chief Executive Officer and other members of management and staff.
The Board is elected by the stockholders of the Company to oversee and direct the management of the
Company. The Board selects the senior management team, also currently known as the Executive Leadership Team, which is charged with managing the Company’s business and
affairs. Having selectedaffairs of the
senior management team, theCompany. The Board acts as an advisor to senior management and monitors its performance. The Board reviews the Company’s strategies, financial objectives, and operating plans. It also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company’s compliance efforts.
To help discharge its duties and responsibilities, the Board has adopted
the Corporate Governance Guidelines that address significant corporate governance issues, including, among other things: the size and composition of the Board; director independence; Board leadership; roles and responsibilities of the Board; risk oversight; director compensation and stock ownership; committee membership and structure, meetings and executive sessions; and director selection, training and
retirement.retirement (the “Corporate Governance Guidelines”). The Corporate Governance Guidelines, as well as the Board’s committee charters,
arecan be found
under “Corporate Governance” on the
“Company” page“Investor Relations” section of
NCR’sour website at
https://www.ncr.com/about/corporate-governance.investor.ncrvoyix.com. You also may obtain,
without charge, a written copy of the Corporate Governance Guidelines, or any of the Board’s committee charters, by writing to
NCR’sthe Company’s Corporate Secretary at the address listed in the
Communications with Directors section of this proxy statement.
NCR CORPORATION | 2021 Proxy Statement | 13
In keeping withAdditionally, the Company’s overboarding policy, contemplatedwhich is included in the Corporate Governance Guidelines, provides that directors should advise the chair of the Committee on Directors and Corporate Governance in advance of joining another public company board of directors. The Board has the opportunity to review the director’s availability to fulfill the director’s responsibilities to the Company if the director (a) serves on more than three other public company boards, (b) serves as an executive officer of any other public company while also serving on a total of two or more public company boards or (c) serves as a director of a potential competitor of the Company.
Independence
Under our Corporate Governance Guidelines,
and New York Stock Exchange (“NYSE”) rules, a
substantial majority of our Boarddirector is
independent, which exceeds the NYSE listing standards. Under the standards of independence set forth in Exhibit B to the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards, a Board member may not
be independent unless the Board affirmatively determines that
the Board member has nohe or she does not have a direct or indirect material relationship with the Company
(whether directly or
indirectly),any of its subsidiaries, taking into account, in addition to those other factors it may deem relevant, whether the director:
| • | | has not been an employee of the Company or any of its affiliates, or otherwise affiliated with the Company or any of its affiliates, within the past five years; |
| • | | has not been affiliated with or an employee of the Company’s present or former independent auditors or its affiliates for at least five years after the end of such affiliation or auditing relationship;
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| • | | has not for the past five years been a paid advisor, service provider or consultant to the Company or any of its affiliates or to an executive officer of the Company, or an employee or owner of a firm that is such a paid advisor, service provider or consultant;
|
| • | | does not directly or indirectly, have a material relationship (such as being an executive officer, director, partner, employee or significant stockholder) with a company that has made payments to or received payments from the Company that exceed, in any of the previous three fiscal years, the greater of $1 million or 2% of the other company’s consolidated gross revenues;
|
| • | | is not an executive officer or director of a foundation, university or other non-profit entity receiving significant contributions from the Company, including contributions in the previous three years that, in any single fiscal year, exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues;
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| • | | has not been employed by another corporation that has (or had) an executive officer of the Company on its board of directors during the past five years;
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| • | | has not received compensation, consulting, advisory or other fees from the Company, other than director compensation and expense reimbursement or compensation for prior service that is not contingent on continued service for the past five years; and
|
| • | | is not and has not been for the past five years a member of the immediate family of: (i) an officer of the Company; (ii) an individual who receives or has received during any twelve-month period more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service; (iii) an individual who, with respect to the Company’s independent auditors or their affiliates, is a current partner or a current employee personally working on the Company’s audit or was a partner or employee and personally worked on the Company’s audit; (iv) an individual who is an executive officer of another corporation that has (or had) an executive officer of the Company on its board of directors; (v) an executive officer of a company that has made payments to, or received payments from, the Company in a fiscal year that exceeded the greater of $1 million or 2% of the other company’s consolidated gross revenues; or (vi) any director who is not considered an independent director.
|
Consistent with the Corporate Governance GuidelinesCompany or any of its affiliates, within the past five years;
has not been affiliated with or an employee of the Company’s present or former independent auditors or its affiliates for at least five years after the end of such affiliation or auditing relationship;
has not for the past five years been a paid advisor, service provider or consultant to the Company or any of its affiliates or to an executive officer of the Company, or an employee or owner of a firm that is such a paid advisor, service provider or consultant;
does not directly or indirectly, have a material relationship (such as being an executive officer, director, partner, employee or significant stockholder) with a company that has made payments to or received payments from the Company that exceed, in any of the previous three fiscal years, the greater of $1 million or 2% of the other company’s consolidated gross revenues;
is not an executive officer or director of a foundation, university or other non-profit entity receiving significant contributions from the Company, including contributions in the previous three years that, in any single fiscal year, exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues;
has not been employed by another corporation that has (or had) an executive officer of the Company on its board of directors during the past five years;
has not received compensation, consulting, advisory or other fees from the Company, other than director compensation and expense reimbursement or compensation for prior service that is not contingent on continued service for the NYSE listing standards,past five years; and
is not and has not been for the past five years a member of the immediate family of: (i) an officer of the Company; (ii) an individual who receives or has received during any twelve-month period more than $120,000 per year in direct compensation from the Company, other
8 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
than director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service; (iii) an annual basisindividual who, with respect to the Company’s independent auditors or their affiliates, is a current partner or a current employee personally working on the Company’s audit or was a partner or employee and personally worked on the Company’s audit; (iv) an individual who is an executive officer of another corporation that has (or had) an executive officer of the Company on its board of directors;(v) an executive officer of a company that has made payments to, or received payments from, the Company in a fiscal year that exceeded the greater of $1 million or 2% of the other company’s consolidated gross revenues; or (vi) any director who is not considered an independent director.
The policy of the Board
with input fromis to review the
independence of all directors at least annually. The Committee on Directors and Governance
determines whether each non-employee Board member is considered independent. In doing so,undertook its annual review of director independence and made a recommendation to the Board
takes into account the factors listed above and such other factors as it may deem relevant.of Directors regarding independence. The Board has determined that all of the Company’s non-employee directors and nominees, namely Mark W. Begor, Gregory Blank,James Kelly, Catherine L. Burke, Deborah A. Farrington, Georgette D. Kiser,Janet Haugen, Irv Henderson, Kirk T. Larsen, Martin MucciLaura Miller, Kevin Reddy and Matthew A. Thompson,Laura Sen, are independent in accordance with the NYSE listing standards and the Corporate Governance Guidelines.
Corporate Governance Practices and Developments
NCR CORPORATION | 2021 Proxy Statement | 14
|
|
Corporate Governance Practices and Developments
|
NCRVoyix continues to demonstrate a strong commitment to corporate governance practices and policies that reinforce the Board’s alignment with, and accountability to, our stockholders. In 2020, NCR’s Board of Directors focused on expanding the Company’s practices relating to enterprise risk management (ERM), environmental, social, and governance (ESG) strategy, sustainability, and diversity, equity and inclusion. Specifically, the Board developed a new committee of the Board, the Risk Committee, to assist the Board with oversight of these matters. In connection with these efforts, NCR established the Office of Risk Management and appointed a Chief Risk Officer, as well as an Executive Director of Diversity, Equity and Inclusion. Details regarding these developments are included in the Board Leadership Structure, Risk Oversight and Our Commitment to ESG sections below.
These efforts complement our historical approach to corporate governance to align with and be accountable to our stockholders, some of which are outlined below.
| | •Annual election of all directors | | | In 2016, we eliminated the classification of the Board, twice adjourning our annual meeting of stockholders to solicit votes to obtain the requisite stockholder approval. |
| | Majority voting in director elections | | | Since IPO we have had majority voting in director elections, which was enhanced in 2021 to provide for a plurality voting standard in director elections where there are more nominees than directorships, consistent with market practice. |
| | Board efforts to remove super majority voting provisions | | | In 2020, the Board includedrecommended the approval of a proposal in its proxy statement to amend and restate the Company charter to eliminate the supermajority voting provisions contemplated thereby and only require the affirmative vote of a majority of all the votes entitled to be cast to approve each such matter. NCR also received a stockholder proposal on this matter. While a supermajority vote requirement protects against amendments to key provisions of a charter or bylaws, the removal and subsequent replacement of a director, or the entering into of extraordinary transactions without broad stockholder support, theThe Board determined, following its deliberation and consideration regarding the rationale for such provisions in light of current corporate governance standards and practices and as permitted by Maryland law, that requiring only a majority of all the votes entitled to be cast on the matter to amend all provisions of the Company’s charter and to approve the extraordinary transactions as described in more detail in that proposal were advisable andnoted in the best interests of NCR. Similarly, after deliberation and consideration, the Board determined, also as permitted by Maryland law,proposal that requiring only a majority of all the votes entitled to be cast on the matter to amend all provisions of the Bylaws, to remove a director, and to replace a director after removal, was advisable and in the best interests of NCR, and proposed an amendmentit had adopted corresponding amendments to the Company’s bylaws eliminating all of the supermajority vote provisions therein, contingent on stockholder approval of the proposed Company charter to that effect, though ultimately,amendments eliminating the supermajority provisions. Unfortunately, our stockholders did not approve the proposal by the vote required under the Company’s charter and Maryland law. |
| • | |
In 2019, the Board included a proposal in the Company’s proxy statement that was substantially similar to the 2020 proposal described above also following the receipt of a stockholder proposal on the matter, except that the 2019 proposal includedand a proposed amendment to Section 6.2 of the Company charter to provide that, notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, and except as may otherwise be specifically provided, any such action shall be effective and valid if declared advisable by the Board and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter. Approval of theThe amendment to Section 6.2 ofwas approved and therefore, charter amendments (except as expressly required by the Company charter required the affirmative vote ofcharter), mergers, share exchanges, and dissolutions require a majority of the voting power of shares of outstanding stock of NCR entitled to vote thereon, and this amendment was approved by our stockholders.vote. However, despite twice adjourning our 2019 annual meeting of stockholders to solicit votes, our stockholders did not approve the balance of the proposal by the vote required under the Company’s charter and Maryland law. |
| | •Stockholder right to amend the Bylaws | | In 2016, we eliminated the classification of the Board, twice adjourning our annual meeting of stockholders to solicit votes to obtain the requisite stockholder approval. Also in 2016, the Board adopted and implemented a comprehensive, robust and fair proxy access bylaw. We continue to actively engage with our stockholders on a regular basis,
| For decades our stockholders have had the abilityconcurrent power to directly nominate director candidates, andamend our bylaws, provided that amendments to certain provisions require the affirmative vote of stockholders entitled to cast 80% of the votes entitled to be cast on the matter. As noted above, we have established processes and procedures for stockholdersrepeatedly attempted to communicate withsolicit the Board,required stockholder approval to remove the independent Lead Director, the Chairsupermajority vote requirements but have been unsuccessful. |
| | Proxy Access Bylaw | | | Since 2016. |
| | Stockholder right to call special meetings upon request of the Board, any other individual director or NCR’s independent directors as a group. |
| holders of 25% of the votes entitled to be cast | • | | Since 1996, NCR’s
For decades our stockholders have had the right to call special meetings. We have also reduced the ownership threshold necessary for stockholders to directly call a special meeting,meetings and, in |
NCR CORPORATION | 2021 Proxy Statement | 15
| furtherance of our continuing commitment to strong corporate governance policies, in 2018, the Board authorized and approved amendments to the Company’s bylaws to reduce the percentage ownership requirement necessary to allow stockholders to call a special meeting of stockholders from a majority of the votes entitled to be cast at the meeting to 25% of the votes entitled to be cast at the meeting; provided, that unless requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter that is substantially the same as a matter voted on at any special meeting of stockholders held in the preceding twelve months. We believe that the revised special meeting right strikes a reasonable and appropriate balance – meaningfully enhancing the right of stockholders to call a special meeting on the one hand, while on the other hand safeguarding against the risk that substantial administrative and financial burdens could be imposed on our Company, contrary to the interests of our Board and stockholders, by a special meeting being called with regard to a proposal that does not have meaningful stockholder interest behind it.
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| limited exception. |
| |
New Director Orientation
Annual Say on Pay vote | | | Since inception of Say on Pay. |
2024 Proxy Statement | | | | | | 9 |
As provided in the Corporate Governance Guidelines, the Company has an orientation process for new directors that includes background material, visits to Company facilities, and meetings with senior management to familiarize the directors with the Company’s strategic and operating plans, key issues, corporate governance, CodeTABLE OF CONTENTS
PROPOSAL 1 Election of
Conduct, and the senior management team. When four directors joined the Board in late 2019 and early 2020, NCR created an extensive director orientation program designed to meet the objectives above and comprehensively brief new board members. We expect any new director who joins the Board to complete a similar program. This program includes the provision of written materials to the new directors and onsite meetings and training with members of the Company’s Executive Leadership Team, including, among others, the President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel and Secretary, Chief Information Officer, Chief Audit Executive and various business leaders, as well as other key senior management employees. The program enables the new directors to thoroughly understand the Company’s business, strategic initiatives and strategy activation plans, as well as overall governance and processes, including, among other things, the Company’s organization, the Company charter, bylaws, Board committee charters, the Company Code of Conduct, and Corporate Governance Guidelines. The design of the program also ensures directors have a direct line of communication to the Company’s key management leaders.Directors
Board Leadership Structure,
Board Committees and Risk Oversight
and Our Commitment to ESGLeadership Structure
Our Board is committed to independent leadership and acknowledges there are different structures available to achieve that objective. Our Board has the flexibility to determine a leadership structure as it deems best for the Company from time to time. Under our Corporate Governance Guidelines, the Board does not need to appoint an independent lead director when the role of Chair is held by an independent, non-executive chair.
Under our Corporate Governance Guidelines, the Board shall appoint a Chair of the Board and the Board does not have a guideline on whether the role of Chair should be held by a
non-employee or independent director.
Also under our Corporate Governance Guidelines, the independent directors of the Board will select a Lead Director from the independent directors. Additionally, ifIf the positions of Chair of the Board and Chief Executive Officer are held by the same person or if the Chair is a management employee or a
non-independent director,
the roles of the Chair and the independent Lead Director will be as set forth in Exhibit C to the Corporate Governance Guidelines.Currently the roles of Chair and Chief Executive Officer are separated, with Frank R. Martire serving as Executive Chairman and Michael D. Hayford serving as Chief Executive Officer, with Chinh E. Chu serving as the Board’s independent Lead Director. Mr. Chu is not standing for re-election to the Board and thus his service as a director and independent Lead Director will end as of the date of the 2021 Annual Meeting. As
NCR CORPORATION | 2021 Proxy Statement | 16
provided in more detail below, the Board has appointed, subject to his election as a director at the 2021 Annual Meeting and effective as of the date of the 2021 Annual Meeting, Mark W. Begor to serve as the Board’s independent Lead Director.
The Board believes that the determination of whether to have an executive or non-executive Chair, and whether to combine or split the roles of Chair and Chief Executive Officer, should be made based on the best interests of the Company and its stockholders in light of the circumstances of the time. The Board will periodically evaluate its leadership structure accordingly.
Duties and Responsibilities of the Independent Lead Director
As described above, the independent directors of the Board have appointedwill select an independent lead director. Mr. Kelly currently serves as our current director, Mark W. Begor, CEO of Equifax,independent Chair. The Board believes Mr. Kelly is well suited to serve as the independent Lead Director following the conclusion of the current term of Mr. Chu, who is not standing for re-election to the Board. Mr. Begor hasChair given his extensive knowledge of NCR’s industry and is an experienced board member. The Board believes the independent Lead Director should have a prominent roleexperience leading companies in the Company’s oversight, with broad purview and responsibilities to counterbalance and complement the roles of Chair and Chief Executive Officer. Mr. Begor’s experience and knowledge will ensure an appropriate distribution of power and responsibilities among directors. Pursuant to the Corporate Governance Guidelines, our independent Lead Director has broad authority and clearly defined responsibilities, as follows:
| • | | Presides at all Board meetings at which the Chair is not present.
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| • | | Leads executive sessions of the independent directors, normally at every meeting. He or she may ask the Chair and Chief Executive Officer to join portions of the executive sessions.
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| • | | Serves as liaison between the Chair and the independent directors.
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| • | | Frequently communicates with the Chair and Chief Executive Officer.
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| • | | Is authorized to call meetings of the independent directors.
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| • | | Obtains Board member and management input and, with the Chief Executive Officer, sets the agenda for the Board meetings.
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| • | | Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items.
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| • | | Works with the Chief Executive Officer to ensure that Board members receive the right information on a timely basis.
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| • | | Stays current on major risks and focuses the Board members on such risks.
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| • | | Molds a cohesive Board to support the success of the Chief Executive Officer.
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| • | | Works closely with the Committee on Directors and Governance to evaluate Board and committee performance.
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| • | | Facilitates communications among directors.
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| • | | Assists in the recruiting and retention of new Board members (with the Committee on Directors and Governance, the Chair and the Chief Executive Officer).
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| • | | In conjunction with the Chair, the Chief Executive Officer and the Committee on Directors and Governance, ensures that committee structure and committee assignments are appropriate and effective.
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| • | | Works with the Committee on Directors and Governance to ensure outstanding governance processes.
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| • | | Leads discussions, along with the chair of the Compensation and Human Resource Committee, regarding Chief Executive Officer performance, personal development and compensation.
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| • | | Is the primary point of contact between the Board and stockholders of the Company and is available for consultation and direct communication with such stockholders.
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Additionally, further structural balance is provided by the Company’s well-established corporate governance policies and practices, including its Corporate Governance Guidelines:
| • | | Board Independence: Independent directors currently account for eight out of ten of the Board’s members, and make up all of the members of the Board’s Compensation and Human Resource Committee (the “CHRC”), Audit Committee, Committee on Directors and Governance (“CODG”) and Risk Committee. In addition, independent directors account for eight out of ten of the Board’s nominees for election as a director.
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NCR CORPORATION | 2021 Proxy Statement | 17
| • | | Board Diversity: We believe our ten director nominees, with three women including one ethnically diverse director, represent a well-rounded and diverse range of backgrounds, skills and experience.
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| • | | Board Accountability: All directors stand for election annually; the Company provides proxy access in line with market best practice.
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| • | | Board Responsiveness: In 2020 and 2021, the Board or members of management on behalf of the Board reached out to investors owning a majority of NCR’s outstanding shares of common stock, and certain members of the Board, along with management, met telephonically with interested investors; engagement topics included executive compensation, sustainability and social strategy, and Board composition.
|
As a part of its oversight responsibilities, the Board regularly monitors management’s processes for identifying and addressing areas of material risk to the Company, including operational, financial cybersecurity, legal, regulatory,and strategic and reputational risks. In doing so, the Board receives regular assistance and input from its committees,matters, as well as regular reports from membershis board leadership experience. As a result of the Executive Leadership Teamhis broad-based and other senior management. While therelevant experience, our Board and its committees provide oversight, managementbelieves Mr. Kelly is responsible for implementing risk management programs, supervising day-to-day risk management and reportingwell positioned to the Board and its committees on these matters.
Audit Committee: The Audit Committee, with the assistance of the Risk Committee, reviews in a general manner the guidelines and policies governing the process by which the Company conducts risk assessment and risk management. In addition, the Audit Committee reviews and reassesses the adequacy of the Risk Committee charter on an annual basis. The Audit Committee also liaises with the Risk Committee as appropriate. Matters relating tocarry out the responsibilities of the Audit Committee could assist the Risk Committee in its decision-making process for matters for which it is responsible; and matters relating to the responsibilities of the Risk Committee could assist the Audit Committee in its decision-making process for matters for which it is responsible. Thus, the Audit Committeeindependent Chair, may liaise with the Risk Committee Chair in his or her discretion regarding such matters.
CHRC and CODG: The CHRC regularly considers potential risks related to the Company’s compensation programs, as discussed below, and the CODG considers risks within the context of its responsibilities (as such responsibilities are defined in the committee charter), including legal and regulatory compliance risks. The CODG also receives periodic updates on compliance and regulatory risk items from the Company’s Chief Ethics and Compliance Officer.
Risk Committee: In 2020, the Board created a new committee, the Risk Committee. The Risk Committee assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective enterprise risk management (ERM) framework for the Company’s overall operational, information security, strategic, reputational, technology, ESG, and other risks. The Risk Committee also assists the Board with its oversight responsibilities for matters relating to diversity, equity and inclusion (DE&I), environment, health and safety (EHS), sustainability, and the security of personnel and physical assets. In addition, the Risk Committee reviews and reassesses the adequacy of the Risk Committee charter on an annual basis. See additional details regarding ESG in the Our Commitment to ESG section below. Also in 2020, NCR established the Office of Risk Management and appointed a Chief Risk Officer to assist NCR and the Risk Committee in fulfilling its objectives relating to ERM, ESG, third party risk management (TPRM) and business continuity planning (BCP). The Company’s Chief Risk Officer is responsible for developing and managing formal ERM, ESG, TPRM and BCP programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of the Company’s strategic objectives. NCR has also established an Executive Risk Committee made up of senior executives across the Company that will meet routinely to monitor material risks, opportunities and NCR’s response plans thereto.
The Risk Committee also regularly receives management reports on information security and enhancements to cybersecurity protections, including benchmarking assessments, which it then shares with the
NCR CORPORATION | 2021 Proxy Statement | 18
Board. Included among the members of bothlead the Board and the Risk Committee are directors with substantial expertise in cybersecurity matters,provide constructive, independent, and Board members actively engage in dialogue on the Company’s information security plans,informed guidance and in discussions of improvementsoversight to the Company’s cybersecurity defenses. When, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committeesmanagement.
Committees of the Board
will engage to assess and manage the incident.After each committee meeting, the Audit Committee, CHRC, CODG, and Risk Committee each report at the next meeting of the Board all significant items discussed at each committee meeting, which includes a discussion of items relating to risk oversight where applicable.
We believe the leadership structure of the Board also contributes to the effective facilitation of risk oversight as a result of: (i) the role of the Board committees in risk identification and mitigation; (ii) the direct link between management and the Board achieved by having one or more management directors serve as Executive Chair and Chief Executive Officer; and (iii) the role of our active independent Lead Director whose duties include ensuring the Board reviews and evaluates major risks to the Company, as well as measures proposed by management to mitigate such risks.
All of the above elements work together to ensure an appropriate focus on risk oversight.
At NCR, we believe in creating positive change that supports an innovative future – but even more so, we believe in creating that future in a responsible way. Through our ESG strategy, we are committed to addressing key areas that our employees, customers, stockholders, suppliers, and communities care about most.
In 2020, NCR established the key ESG priorities detailed below to drive our ESG strategy. These priorities were selected due to their impact on our business and our ability to drive ESG strategy. As we look to fiscal year 2021, these priorities will be incorporated into our annual incentive plan. The CHRC will use a modifier to increase or decrease bonus payouts by up to 20% based on our performance with respect to these priorities in 2021.
The Board has direct oversight of ESG activities through its Risk Committee. The Risk Committee assists the Board in managing ESG priorities. The Risk Committee and other committees of the Board oversee components of ESG, including, business ethics and integrity, data protection and security, DE&I, environmental management, our people, product innovation and management, and supplier responsibility. Further, our Chief Risk Officer provides senior-level ESG ownership of and execution on our ESG priorities, and reports on those activities to the Board’s Risk Committee.
|
Business Ethics and Integrity
|
Our Code of Conduct sets forth standards designed to uphold our values and foster integrity in our relationships with one another and our valued stakeholders. Our Code of Conduct is available at https://www.ncr.com/company/corporate-governance/code-of-conduct.
All our employees are required to complete Code of Conduct training during the onboarding period. All employees are required to complete annual refresher Code of Conduct training. The Code of Conduct training is revised annually, taking into account the prior year’s compliance matters and the Company’s compliance risks.
Our Ethics and Compliance Program is responsible for managing the Company’s adherence to the Code of Conduct. Further, our Chief Ethics and Compliance Officer oversees ethical reporting and investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board.
NCR CORPORATION | 2021 Proxy Statement | 19
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Data Protection, Privacy and Security
|
At NCR, we are proud of our data protection, cybersecurity, and privacy programs. These initiatives receive oversight from the Board’s Risk Committee, as well as several members of our executive leadership team including the Chief Operations Officer, General Counsel, Chief Information Officer, and Chief Technology Officer. NCR’s Chief Information Security Officer and Chief Privacy Officer are responsible for management of these programs. Additional support is provided by our Chief Ethics & Compliance Officer.
NCR supports appropriate privacy protections for those with whom we interact. We foster a culture that values the privacy rights of individuals. The program is supported by privacy attorneys, privacy program managers within the business, and data protection officers in various locations internationally. Many of these privacy professionals have industry recognized privacy certifications from the International Association of Privacy Professionals.
Under the direction of NCR’s Chief Information Security Officer, the Global Information Security organization is responsible for implementing and maintaining an information security program with the goal to protect information technology resources and protect the confidentiality and integrity of data gathered on our people, partners, customers, and business assets. Also, we employ various information technology and protection methods designed to promote data security including firewalls, intrusion prevention systems, denial of service detection, anomaly based detection, anti-virus/anti-malware, endpoint encryption and detection and response software, Security Information and Event Management system, identity management technology, security analytics, multi-factor authentication and encryption.
To further our commitment to data privacy and cybersecurity:
| • | | NCR maintains the ISO 27001 certification for certain NCR locations throughout the United States, Europe, and India
|
| • | | Third party audits for PCI-DSS, PA-DSS and SSAE-18 SOC2 are conducted for certain service offerings
|
| • | | NCR maintains a robust information security awareness and training program. Employees are required to complete training within 30 days of hire, as well as an annual refresher course. Additionally, NCR performs regular testing to help ensure employees can identify email “phishing” attacks
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| • | | NCR’s corporate insurance policies include certain information security risk policies that cover network security, privacy and cyber events
|
| • | | Our NCR Privacy Policy can be found on the Company website for further viewing at https://www.ncr.com/privacy
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Diversity, Equity and Inclusion
|
At NCR, we believe in the power and value of diversity and strive to build a globally inclusive workplace where all people are treated fairly.
In 2020, we appointed our new Diversity, Equity and Inclusion leader to oversee NCR’s DE&I programs and goals. Our progress to date includes:
| • | | Launching DE&I education programs focusing on civil treatment and unconscious bias training
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| • | | Driving workforce diversity guidance programs, which includes a quarterly DE&I learning and speaker series
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| • | | Maintaining a supplier diversity program that invests in small businesses, as well as minority, women, and veteran-owned business enterprises
|
We also support and encourage our colleagues to expand their professional networks through our several inclusive business resource groups and various mentoring programs.
NCR CORPORATION | 2021 Proxy Statement | 20
We are committed to managing our environmental footprint and protecting the global communities in which we operate. We strive to minimize our operations and products’ environmental impact while also delivering innovative technologies and solutions designed to support businesses and consumers in their efforts to operate responsibly.
We also recognize the importance of minimizing our environmental footprint through energy and greenhouse gas (GHG) management. That is why we report our Scope 1 and Scope 2 emissions from our global facilities and service operations through the CDP (formerly Carbon Disclosure Project). We complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact.
Our commitment to environmental management extends into our products and operational footprint. Our Brazil, Hungary, and India facilities maintain the ISO 14001 certification. The NCR Global Headquarters in Midtown Atlanta has been awarded two Leadership in Energy and Environmental Design (LEED) Platinum certifications:
| • | | Building Design and Construction: Core & Shell and Interior Design
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| • | | Construction: Commercial Interiors
|
We value the health and safety of our employees and have adopted workplace policies that are designed to protect their health and safety.
Our People
At NCR, we believe that investment in our employees has a positive impact on our employees and our customers.
We put that into action with several employee development and engagement programs, including:
| • | | Conducting an annual employee engagement survey, which is reported directly to the Executive Leadership Team and the Board, and to openly engage with our team members
|
| • | | Providing opportunities for continuous education through NCR University, our online education platform for employees
|
| • | | Supporting external development with our tuition assistance program, which supports college and graduate-level education programs that supports the development of business-critical skills
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| • | | Conducting regular employee performance reviews to manage, engage and reward our employees
|
| • | | Since 1953, we have played a crucial role in nurturing our communities through the NCR Foundation. The NCR Foundation supports a range of programs through impact grants to non-profit partners that are aligned with our corporate values. The NCR Foundation has supported nearly 100 projects since 2012, through nearly $8 million in direct investments, and NCR recently announced its intention to triple its contributions to The NCR Foundation.
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Product Innovation and Management
Delivering solutions and services that provide value to our customers in an environmentally responsible way is critical to NCR’s ongoing success. As such, we strive to develop and recycle our products in a responsible way. One example of how we are already doing this is that certain of our applications, such as Intelligent Deposit and Self-Service Diagnostic Gateway (SSDG), enable our SelfServ ATM customers to better handle the increasing volume – cutting down on costs, maintenance, fuel and materials associated with them.
Supplier Responsibility
We believe in creating positive change responsibly, and our supplier partners play a critical role in bringing that vision to life.
NCR CORPORATION | 2021 Proxy Statement | 21
We not only expect high quality products and services from our suppliers, we also expect them to conduct their businesses consistent with our Supplier Code of Conduct.
Our Supplier Code of Conduct, available at https://www.ncr.com/company/suppliers/manuals-forms-and-templates, sets forth our expectation that our suppliers will meet ethical standards consistent with NCR’s Code of Conduct and policies.
| • | | Workplace Matters, including non-discrimination, freedom of association, workplace harassment, human trafficking, child and forced labor, working hours, living wages, and right to collective bargaining
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| • | | Protection of Company Information, including proprietary information
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| • | | Conduct in the Marketplace, including anti-bribery, anti-corruption, and gifting
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| • | | Environmental, Occupational Health and Safety, and Product Safety, such as environmental impact, conflict minerals, health and safety regulations, and product safety
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Additionally, we take a risk-based approach to supply chain due diligence. We engage with the majority of our largest suppliers on a quarterly basis to identify potential risk exposure. As part of our supplier partner onboarding process, supplier partners are required to certify compliance with International Electrotechnical Commission 62474 standards. NCR requires its supplier partners to maintain compliance with the Restriction of Hazardous Substances (RoHS) Directive, Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) Regulation, and other applicable regulations.
Further, we expect our suppliers to meet these standards as we work together to create a more responsible supply chain.
The coronavirus pandemic and government-imposed lockdowns had a significant impact on the Company’s workforce, its financial structure and overall strategy. The pandemic caused us to experience a decline in most of our markets and offerings. Since there was a significant amount of uncertainty in the first few months of the pandemic, our Board and its Committees oversaw and our management pursued several actions to serve our customers, maintain the health and safety of our employees, preserve cash, and continue our strategic business transformation. To that end, as described in detail in the Executive Compensation – Compensation Discussion & Analysis section of this proxy statement, actions were taken in the following areas:
| • | | Communication with a Global Workforce: In the initial phase of the pandemic, as uncertainty about the economy and market declines concerned the workforce, NCR scheduled regular weekly all-hands webcasts and new outreach channels to ensure consistent engagement and communication with employees and customers on the impacts of COVID-19 to the Company.
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| • | | Short-Term Liquidity: Preserving cash by reducing or eliminating salaries and incentivizing savings in the short-term.
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| • | | Human Capital Retention: Ensuring the health and safety of employees while retaining employees.
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| • | | Compensation Structure: Adjusting the existing remuneration framework to address the challenges posed by the pandemic, including reducing or eliminating salaries for the named executives employed at that time.
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NCR CORPORATION | 2021 Proxy Statement | 22
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Compensation Risk Assessment
|
The Company takes a prudent and risk-balanced approach to its incentive compensation programs to ensure that these programs promote the long-term interests of our stockholders and do not contribute to unnecessary risk-taking. The CHRC regularly evaluates the Company’s executive and broad-based compensation programs, including the mix of cash and equity, balance of short-term and longer-term performance focus, balance of revenue and profit-based measures, stock ownership guidelines, clawback policies and other risk mitigators. The CHRC directly engages its independent compensation consultant, Frederic W. Cook & Co., Inc., to assist in this process. Based on this evaluation, the CHRC concluded that none of the Company’s compensation policies and plans are reasonably likely to have a material adverse effect on the Company.
The Board has four standing committees: the Audit Committee, the Compensation and Human Resource Committee (also referred to as the CHRC)(the “CHRC”), the Committee on Directors and Governance (also referred to as the CODG)(“CODG”), and the Risk Committee.
All members of each of these committees are independent Board members. In addition, in 2023, the Board formed the Transaction and Finance Committee that meets on an ad-hoc basis. The current members of the Transaction and Finance Committee are Mr. Kelly, Mr. Blank, Ms. Haugen and Mr. Larsen.
The Board has adopted a written charter for each
suchstanding committee that sets forth the committee’s mission, composition and responsibilities. Each charter can be found
under “Committee Memberships and Charters” on the
“Corporate Governance” page“Investor Relations” section of
NCR’sour website at
https://www.ncr.com/company/corporate-governance/board-of-directors-committee-membership-and-charters .investor.ncrvoyix.com.
The Board met ten16 times in 20202023 and each incumbent member of the Board attended 75% or more of the aggregate of: (i) the total number of meetings of the Board (held during the period for which such person was a director); and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served). The Company has no formal policy regarding director attendance at its annual meeting of stockholders. All of the Company’s directors then in office were in attendance at the Company’s 20202023 Annual Meeting of Stockholders, which was a virtual, and not an in-person, meeting.
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PROPOSAL 1 Election of Directors
The membersAudit Committee, CHRC, CODG, and Risk Committee met 9, 13, 6, and 5, times, respectively, during fiscal year 2023. The current composition of each committeeBoard Committee is set forth below:
| | James Kelly | | | | | | | | | | | | |
| | David Wilkinson | | | | | | | | | | | | |
| | Gregory Blank | | | ✔ | | | | | | | | | ✔ |
| | Catherine L. Burke | | | | | | | | | ✔ | | | Chair |
| | Janet Haugen | | | Chair | | | ✔ | | | | | | |
| | Irv Henderson | | | | | | | | | | | | |
| | Georgette Kiser | | | | | | | | | ✔ | | | ✔ |
| | Kirk Larsen | | | ✔ | | | Chair | | | | | | |
| | Laura Miller | | | ✔ | | | | | | Chair | | | |
| | Kevin Reddy | | | | | | ✔ | | | | | | ✔ |
| | Laura Sen | | | ✔ | | | | | | ✔ | | | |
Georgette Kiser’s and Gregory Blank’s terms as
directors will end at the Annual Meeting. Concurrently with the expiration of their terms, the size of the
endBoard will automatically decrease from eleven to nine such that, assuming all of
fiscal 2020 and the
number of meetings held in fiscal 2020nominees are
shown below. | | | | | | | | |
| Director | | Audit
Committee | | Committee on
Directors and
Governance | | Compensation
and Human
Resource
Committee | | Risk
Committee |
| | | | | |
Mark W. Begor | | | | | | ✓ | | ✓ |
| | | | | |
Gregory Blank | | ✓ | | | | | | ✓ |
| | | | | |
Catherine L. Burke | | ✓ | | ✓ | | | | |
| | | | | |
Chinh E. Chu | | | | ✓ | | ✓ | | |
| | | | | |
Deborah A. Farrington | | | | Chair | | | | ✓ |
| | | | | |
Georgette D. Kiser | | | | ✓ | | | | Chair |
| | | | | |
Kirk T. Larsen | | Chair | | | | ✓ | | |
| | | | | |
Matthew A. Thompson | | ✓ | | | | Chair | | |
| | | | | |
Number of Meetings in 2020 | | 10 | | 5 | | 7 | | 3 |
NCR CORPORATION | 2021 Proxy Statement | 23
elected at the Annual Meeting, there will be no vacancies on the Board.
The Audit Committee is the principal agent of the Board in overseeing: (i) the quality and integrity of the Company’s financial statements; (ii) the independence, qualifications, engagement and performance of the Company’s independent registered public accountaccounting firm; (iii) the performance of the Company’s Internal Audit Department; (iv) the integrity and adequacy of internal controls; and (v) the quality and adequacy of disclosures to stockholders.
Among other things, the Audit Committee also:
selects, evaluates, sets compensation for and, where appropriate, replaces the Company’s independent registered public accounting firm;
pre-approves all audit and non-audit services provided to the Company by its independent registered public accounting firm;
reviews and discusses with the Company’s independent registered public accounting firm its services and quality control procedures and the Company’s critical accounting policies and practices;
regularly reviews the scope and results of audits performed by the Company’s independent registered public accounting firm and internal auditors;
prepares the report required by the U.S. Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual meeting proxy statement;
meets with management to review the adequacy of the Company’s internal control framework and its financial, accounting, reporting and disclosure control processes;
reviews the Company’s periodic SEC filings and quarterly earnings releases;
discusses with the Company’s Chief Executive Officer and Chief Financial Officer the procedures they follow to complete their certifications in connection with the Company’s periodic filings with the SEC;
reviews the Company’s compliance with legal and regulatory requirements; and
2024 Proxy Statement | • | | selects, evaluates, sets compensation for and, where appropriate, replaces the Company’s independent registered public accounting firm;
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PROPOSAL 1 Election of Directors
| • | • | | pre-approves all audit and non-audit services provided to the Company by its independent registered public accounting firm;
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| • | | reviews and discusses with the Company’s independent registered public accounting firm its services and quality control procedures and the Company’s critical accounting policies and practices;
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| • | | regularly reviews the scope and results of audits performed by the Company’s independent registered public account firm and internal auditors;
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| • | | prepares the report required by the SEC to be included in the Company’s annual proxy statement;
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| • | | meets with management to review the adequacy of the Company’s internal control framework and its financial, accounting, reporting and disclosure control processes;
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| • | | reviews the Company’s periodic SEC filings and quarterly earnings releases;
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| • | | discusses with the Company’s Chief Executive Officer and Chief Financial Officer the procedures they follow to complete their certifications in connection with NCR’s periodic filings with the SEC;
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| • | | reviews the Company’s compliance with legal and regulatory requirements; and
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| • | | reviews the effectiveness of the Internal Audit function, including compliance with the Institute of Internal Auditors’ International Professional Practices Framework for Internal Auditing consisting of the Definition of Internal Auditing, Code of Ethics and the Standards.Standards.
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All members of the Audit Committee during
20202023 were, and
theall current members are, independent and financially literate as determined by the Board under applicable SEC rules and NYSE listing standards. In addition, the Board has determined that
four current members of the Audit Committee, Ms. Haugen, Mr. Blank, Mr. Larsen, and
Mr. ThompsonMs. Sen are each an “audit committee financial expert,” as defined under SEC regulations. The Board has also determined that each member of the Audit Committee is independent based on independence standards set forth in the Corporate Governance Guidelines,
which reflect the listing standards of the NYSE and the applicable rules of the SEC. No member of the Audit Committee may receive any compensation, consulting, advisory or other fees from the Company, other than the Board compensation described below under the
Director Compensation section in this proxy statement, as determined in accordance with applicable SEC rules and NYSE listing standards. Members serving on the Audit Committee are limited to serving on no more than two other audit committees of public company boards of directors, unless the Board evaluates and determines that these other commitments would not impair the member’s effective service to the Company.
|
Compensation and Human Resource Committee
|
The
Compensation and Human Resource Committee
(“CHRC”)The CHRC provides general oversight of the Company’s management compensation philosophy and practices, benefit programs and strategic workforce initiatives, and leadership development plans. In doing so, the CHRC reviews and approves executive officer total compensation goals, objectives and programs, and the competitiveness of total compensation practices.
Among other things, the CHRC also:
| • | | evaluates executive officer performance levels and determines their base salaries, incentive awards and other compensation;
|
NCR CORPORATION | 2021 Proxy Statement | 24
| • | | evaluates executive officer performance levels and determines their base salaries, incentive awards and other compensation; discusses its evaluation and compensation determinations for the Chief Executive Officer at Board executive sessions; |
| • | | reviews executive compensation plans and recommends them for Board approval;
|
| • | | oversees our compliance with SEC and NYSE compensation-related rules;
|
| • | | reviews and approves executive officer employment, severance, change in control and similar agreements/plans;
|
| • | | reviews management proposals for significant organizational changes;
|
| • | | annually assesses compensation program risks; and
|
| • | | oversees management succession and development.
|
The CHRC may delegate its authority to the Company’s Chief Executive Officer and/or other appropriate delegates to make equity awards to individuals (other thanat Board executive officers) in limited instances.
The CHRC retains and is advised by an independent compensation consultant, Frederic W. Cook & Co., Inc. (“FWC”). The CHRC has directly engaged FWC to review the Company’s long-term incentive program, the NCR Corporation 2017 Stock Incentive Plan, as amended (the “Stock Plan”), the Second Amended and Restated NCR Management Incentive Plan (which includes the Annual Incentive Plan and the NCR Strategic Transformation Fitness Plan), and other key programs related to the compensation of executive officers. As directed by the CHRC, FWC provides a competitive assessment of oursessions;
reviews executive compensation programs relative toplans and recommends them for Board approval;
oversees our compensation philosophy; compliance with SEC and NYSE compensation-related rules;
reviews our compensation peer group companies; provides expert advice and competitive market rate information relating toapproves executive officer compensation; assistsemployment, severance, change in designing variable incentive, perquisitecontrol and othersimilar agreements and plans;
reviews management proposals for significant organizational changes;
annually assesses compensation programs, including advice regarding performance goals; assists with compliance with applicable tax laws, disclosure mattersprogram risks; and other technical matters; conducts an annual risk assessment of our compensation programs;
oversees management succession and
regularly consults with the CHRC regarding such matters. FWC did not perform any additional work for the Company or its management in 2020. The CHRC retained FWC after reviewing all factors relevant to its independence from management under applicable SEC rules and NYSE listing standards, and concluding that FWC was independent and its work for the CHRC did not raise any conflict of interest.development.
The Board
has determined that
each memberall members of the CHRC
isduring 2023 were, and the current members are, independent based on independence standards set forth in the Corporate Governance Guidelines which reflect NYSE listing standards and
satisfysatisfies the additional provisions specific to compensation committee membership set forth in the NYSE listing standards.
|
|
Committee on Directors and Governance
|
The
Committee on Directors and Governance (the “CODG”)
The CODG is responsible for reviewing the Board’s corporate governance practices and procedures, including the review and approval of each related party transaction under the Company’s Related Person Transaction Policy (unless the CODG determines that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board), and the Company’s ethics and compliance program.
Among other things, the CODG also:
| • | | recommends to the Board the principles of director compensation and compensation to be paid to directors, and reviews and makes recommendations to the Board concerning director compensation;
|
| • | | reviews the composition of the Board and the qualifications of persons identified as prospective directors, recommends the candidates to be nominated for election as directors, and, in the event of a vacancy on the Board, recommends any successors;
|
| • | | recommends to the Board the assignment of directors to various committees of the Board;
|
| • | | recommends criteria and process to assess the Board’s performance, and conducts an evaluation of the Board based on such criteria;
|
NCR CORPORATION | 2021 Proxy Statement | 25
recommends to the Board the principles of director compensation and compensation to be paid to directors, and reviews and makes recommendations to the Board concerning director compensation;
reviews the composition of the Board and the qualifications of persons identified as prospective directors, recommends the candidates to be nominated for election as directors, and, in the event of a vacancy on the Board, recommends any successors;
recommends to the Board the assignment of directors to various committees of the Board;
recommends criteria and process to assess the Board’s performance, and conducts an evaluation of the Board based on such criteria;
reviews the Company’s charter, bylaws and Corporate Governance Guidelines, including the Director Qualification Guidelines and independence standards, and makes any recommendations for changes, as appropriate; and
12 | • | | reviews the Company’s charter, bylaws and Corporate Governance Guidelines, including the Director Qualification Guidelines and independence standards, and makes any recommendations for changes, as appropriate; and
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| • | | monitors compliance with independence standards established by the Board.
|
PROPOSAL 1 Election of Directors
monitors compliance with independence standards established by the Board.
The CODG is authorized to engage consultants to review the Company’s director compensation program.
The Board has determined that each member of the CODG is independent based on independence standards set forth in the Corporate Governance Guidelines, which reflect the listing standards of the NYSE.
Risk Committee
The Risk Committee assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective
ERMenterprise risk management (“ERM”) framework for the Company’s overall operational, information security, strategic, reputational, technology,
ESG,cybersecurity, Corporate Sustainability, and other risks. In addition, the Risk Committee assists the Board in fulfilling its oversight responsibilities for matters relating to diversity, equity and inclusion, as well as matters relating to the health, environment, safety, sustainability, and the security of personnel and physical assets. Among other things, the Risk Committee also:
monitors all enterprise risks and reviews and discusses with management the Company’s policies, procedures, and standards for identifying and managing enterprise risk, and the Company’s compliance with and performance against those policies, procedures and standards;
reviews and discusses with executive management the Company’s ERM strategy and ERM controls, including the Company’s business continuity plans;
oversees the Company’s technology planning and strategy, including integration, investments, expenditures, innovation, modernization and response to client, competitor, market and industry trends and disruptions;
reviews and discusses with executive management and oversees the Company’s cybersecurity and information security processes and polices on cybersecurity risk identification, management and assessment;
conducts periodic assessments of the state of the Company’s management culture;
reviews and discusses with executive management the Company’s major risk exposures and the steps taken to monitor and control such exposures;
considers the Company’s risk capacity and strategic risks; and
oversees emerging risks presented by economic, societal, environmental, regulatory, geo-political, competitive landscape or other conditions, and the business opportunities arising from such emerging risks.
Risk Oversight
As a part of its oversight responsibilities, the Board regularly monitors management’s processes for identifying and addressing areas of material risk to the Company, including operational, financial, cybersecurity, legal, regulatory, strategic, and reputational risks. In doing so, the Board receives regular assistance and input from its committees, as well as regular reports from members of the Executive Leadership Team and other members of senior management. For example, our Board exercises oversight over our risk management process directly, as well as through its committees that address risks inherent in their respective areas of oversight. In particular, our Board of Directors delegates cybersecurity risk management oversight to the Risk Committee of the Board of Directors. While the Board and its committees provide oversight, management is responsible for implementing risk management programs, supervising day-to-day risk management and reporting to the Board and its committees on these matters.
Audit Committee: The Audit Committee, with the assistance of the Risk Committee, reviews in a general manner the guidelines and policies governing the process by which the Company conducts risk assessment and risk management. In addition, the Audit Committee reviews and reassesses the adequacy of the Risk Committee charter on an annual basis. The Audit Committee Chair may liaise with the Risk Committee Chair in his or her discretion for matters where the Risk Committee can assist the Audit Committee in its decision-making process for matters for which the Audit Committee is responsible. The Audit Committee also receives periodic updates on compliance and regulatory risk items from members of the senior leadership team.
CHRC and CODG: The CHRC regularly considers potential risks related to the Company’s compensation programs, as discussed below, and the CODG considers risks within the context of its responsibilities (as such responsibilities are defined in the committee charter), including legal and regulatory compliance risks.
Risk Committee: The Risk Committee assists the Board with its oversight of executive management’s responsibilities to design, implement and maintain an effective ERM framework for the Company’s overall operational, information security, strategic, reputational, technology,
2024 Proxy Statement | • | | monitors all enterprise risks and reviews and discusses with management the Company’s policies, procedures, and standards for identifying and managing enterprise risk, and the Company’s compliance with and performance against those policies, procedures and standards;
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| • | | reviews and discusses with executive management the Company’s ERM strategy and ERM controls, including the Company’s business continuity plans;
|
| • | | oversees the Company’s technology planning and strategy, including integration, investments, expenditures, innovation, modernization and response to client, competitor, market and industry trends and disruptions;
|
| • | | reviews and discusses with executive management and oversees the Company’s data security risk strategy and data security risk policies and controls;
|
| • | | conducts periodic assessments of the state of the Company’s management culture;
|
| • | | reviews and discusses with executive management the Company’s major risk exposures and the steps taken to monitor and control such exposures;
|
| • | | considers the Company’s risk capacity and strategic risks; and
|
| • | | oversees emerging risks presented by economic, societal, environmental, regulatory, geo-political, competitive landscape or other conditions, and the business opportunities arising from such emerging risks.
|
|
|
Selection of Nominees for Directors
|
PROPOSAL 1 Election of Directors
Corporate Sustainability, and other risks. In addition, the Risk Committee reviews and reassesses the adequacy of the Risk Committee charter on an annual basis. The Risk Committee also assists the Board with its oversight responsibilities for matters relating to diversity, equity and inclusion (DE&I), environment, health and safety (EHS), sustainability, and the security of our personnel and physical assets. The Risk Committee Chair may liaise with the Chair of any other Board committee in his or her discretion for matters where such committee can assist the Risk Committee in its decision-making process for matters for which the Risk Committee is responsible, and vice versa.
At the management level, we have appointed a Chief Risk Officer to oversee our ERM program and assist the Company and the Risk Committee in fulfilling its objectives relating to ERM, Corporate Sustainability, third-party risk management (TPRM) and business continuity planning (BCP). The Company’s Chief Risk Officer is responsible for developing and managing formal ERM, Corporate Sustainability, TPRM and BCP programs designed to identify, assess and respond to material and emerging risks and opportunities that may impact the achievement of the Company’s strategic objectives.
The Risk Committee oversees our cybersecurity processes and policies on risk identification, management, and assessment. The Risk Committee also reviews the adequacy and effectiveness of such policies, as well as the steps taken by management to mitigate or otherwise control these cybersecurity exposures and to identify future risks. Our CIO reports regularly to the Risk Committee on cybersecurity and information security and the full Board reviews significant cybersecurity matters as appropriate. Included among the members of both the Board and the Risk Committee are directors with substantial expertise in cybersecurity matters, and Board members actively engage in dialogue on the Company’s information security plans, and in discussions of improvements to the Company’s cybersecurity defenses. When, in management’s or the Board’s judgment, a threatened cybersecurity incident has the potential for material impacts, management, the Board and applicable committees of the Board will engage to assess and manage the incident.
After each quarterly committee meeting, the Audit Committee, CHRC, CODG, and Risk Committee each report at the next meeting of the Board all significant items discussed at each committee meeting, which includes a discussion of items relating to risk oversight where applicable.
Compensation Risk Assessment The Company takes a prudent and risk-balanced approach to its incentive compensation programs to ensure that these programs promote the long-term interests of our stockholders and do not contribute to unnecessary risk-taking. The CHRC evaluates the Company’s executive and broad-based compensation programs, including the mix of cash and equity, balance of short-term and longer-term performance focus, balance of revenue and profit-based measures, stock ownership guidelines, clawback policies and other risk mitigators. The CHRC directly engages its independent compensation consultant to assist with this evaluation process. Based on this evaluation, the CHRC concluded that none of the Company’s compensation policies and plans are reasonably likely to have a material adverse effect on the Company.
Director Selection, Communications and Code of Conduct Selection of Nominees for Directors The CODG and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in detail in the Corporate Governance Guidelines. In determining candidates for nomination, the CODG will seek the input of the Chair of the Board and the Chief Executive Officer and
in the event the positions of Chair of the Board and Chief Executive Officer are held by the same person, the independent Lead Director, and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, periodically the Board
or the CODG engages a third-party search firm, including most recently Ridgeway Partners, to assist to identify candidates who have desired experience and expertise, and meet the qualification guidelines described below.
NCR CORPORATION | 2021 Proxy Statement | 26
Exhibit A to theOur Corporate Governance Guidelines includesinclude qualification guidelines for directors standing for re-election and new candidates for membership on the Board. All candidates are evaluated by the CODG using these qualification guidelines. In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the CODG will consider, among other things, a candidate’s:
| • | | management experience (including with major public companies with multinational operations);
|
| • | | management experience (including with major public companies with multinational operations); other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board (such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking or scientific research and development, senior level government experience, and academic administration or teaching);
|
| • | | desirability of range in age so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members;
|
| • | | independence, as defined by the Board;
|
| • | | diversity of thought and perspectives, such as on the basis of age, race, gender, and ethnicity, or on the basis of geographic knowledge, industry experience, board tenure, or culture;
|
| • | | knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning;
|
| • | | personal characteristics matching the Company’s values such as integrity, accountability, financial literacy and high performance standards;
|
| • | | willingness to commit the time required to fully discharge responsibilities to the Board; and
|
| • | | the number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.
|
The Board and the CODGcurrent make-up of the Board (such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking or scientific research and development, senior level government experience, and academic administration or teaching);
desirability of range in age so that retirements are committedstaggered to finding proven leaders who are qualifiedpermit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members;
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TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
independence, as defined by the Board (and under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards);
diversity of thought and perspectives, such as on the basis of age, race, gender, and ethnicity, or on the basis of geographic knowledge, industry experience, board tenure, or culture;
knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning;
personal characteristics matching the Company’s values such as integrity, accountability, financial literacy and high performance standards;
willingness to serve as NCR directorscommit the time required to fully discharge responsibilities to the Board; and may from time
the number of commitments to
time engage outside search firms to assist in identifying and contacting qualified candidates.other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.
All of the candidatesnominees for election are currently serving as directors of the Company, other than our new director nominee, Martin Mucci. Company. Irv Henderson was recommended for appointment to the Board by a non-employee director. After review and consideration by the CODG, the CODG recommended to the Board that Mr. Henderson be appointed, and he was appointed to the Board effective March 14, 2024.
Other than
Frank R. Martire, NCR’s Executive Chairman, and Michael D. Hayford, NCR’sDavid Wilkinson, the Company’s Chief Executive Officer, all of the candidates for election have been determined by the Board to be
independent.independent under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards.
Stockholders wishing to recommend individuals for consideration as directors should contact the CODG by writing to the Company’s Corporate Secretary at NCR
Voyix Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates.
Stockholders who wish to nominate directors for inclusion in
NCR’sthe Company’s proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at
NCR’sthe Company’s next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, the current form of which is available
under “Corporate Governance” on the
“Company” page“Investor Relations” section of
NCR’sour website at
https://www.ncr.com/about/corporate-governanceinvestor.ncrvoyix.com. See
Procedures“Procedures for Nominations Using Proxy AccessAccess”,
Procedures“Procedures for Stockholder Proposals and Nominations for 20212025 Annual Meeting Outside of SEC Rule 14a-8 14a-8” and
Procedures“Procedures for Stockholder Proposals and Nominations for 20212025 Annual Meeting Outside of SEC Rule 14a-8 and Pursuant to SEC Rule 14a-8 14a-19” in this proxy statement for further details regarding how to nominate directors.
NCR CORPORATION | 2021 Proxy Statement | 27
|
|
Communications with Directors
|
New Director Orientation
The Board has an orientation process for new directors that is overseen by the Committee on Directors and Governance. The orientation process program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new directors include information on the Company’s strategic and operating plans, corporate governance practices (including committee assignments and roles), Code of Conduct, and other key policies and practices. The orientation process includes a series of one-on-one meetings with members of the Company’s Executive Leadership Team, including, among others, the Chief Executive Officer, Chief Financial Officer, General Counsel and Secretary, and various business leaders, as well as other key senior management employees. New directors are also invited to tour various Company facilities, depending on their orientation needs and preferences. The program enables the new directors to thoroughly understand the Company’s business and strategic initiatives, as well as overall governance and processes, including, among other things, the Company’s organization, the Company charter, bylaws, Board committee charters, the Company Code of Conduct, and Corporate Governance Guidelines.
Communications with Directors Stockholders or interested parties wishing to communicate directly with the Board
the independent Lead Director or any other individual director, the Chair of the Board, or
NCR’sthe Company’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR
Voyix Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007. The Corporate Secretary will forward appropriate communications. Any matters reported by stockholders relating to
NCR’sthe Company’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board may also be made by writing to this address. For more information on how to contact the Board, please see the Company’s Corporate Governance
page on the “Investor Relations” section of our website at
https://www.ncr.com/about/corporate-governanceinvestor.ncrvoyix.com.2024 Proxy Statement |
| |
Code of Conduct
| | | | 15 |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
The Company has a Code of Conduct that sets
forth the standard for ethics and compliance for all of its directors and employees. The Code of Conduct is available on the
Company’s Corporate Governance“Investor Relations” section of our website at
https://www.ncr.com/company/corporate-governance/code-of-conductinvestor.ncrvoyix.com. To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at the address provided above.
Director Compensation Program
The Committee on Directors and Governance (CODG) adopted the 2017 NCRCODG oversees our Director Compensation Program (the “Program”) pursuant to authority granted by our Board.. In adoptingrecommending compensation under the Program, the CODG considered peer group director pay practices and other relevant data and considerations, including material provided by Frederick W. Cook & Co., Inc. (“FWC”),Farient, the independent compensation consultant for the Compensation and Human Resource Committee.CHRC in 2023. The Program provides for the payment of annual retainers and annual equity grants to non-employee Board members in accordance with ourthe NCR Corporation 2017 Stock Plan.Incentive Plan, as amended (the “Stock Plan”). Our Stock Plan generally caps non-employee director pay at $1 million per calendar year (including cash and grant date fair value of equity).
16 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Mr. Martire and Mr. Hayford, our employee directors, do not receive compensation underPROPOSAL 1 Election of Directors
Annual Retainer
In May 2023, the
Program for their service on the Board. Mr. Hayford’s 2020 compensation is disclosed in the Summary Compensation Table in the Executive Compensation Tables section below. Because he is not a named executive officer for 2020, the director compensation tables below include Mr. Martire’s 2020 compensation under our executive compensation program, which was paid to him for his services as our Executive Chairman of the Board.Mr. Clemmer, Mr. DeRodes, Mr. Kuehn and Ms. Levinson retired from NCR Board service effective on the date of our 2020 Annual Meeting of Stockholders (“2020 Annual Meeting”) and received no further compensation under the Program thereafter.
Mr. Blank received no compensation under the Program for the portion of 2019 and earlier years that he was the Board designee of The Blackstone Group L.P., due to this entity’s ownership of certain NCR Series A Convertible Preferred Stock (“Preferred Stock”). Mr. Blank began receiving standard compensation under the Program (on a prorated basis) on substantially the same terms as the other NCR directors for his continued director service following Blackstone’s divestiture of the Preferred Stock effective September 20, 2019. His first payment of such compensation was made in 2020.
NCR CORPORATION | 2021 Proxy Statement | 28
Annual Retainer
In 2020, the CODG recommended, and the Board evaluated peer group pay data and other material provided by FWC, and determinedapproved, that the value of the annual retainer for each non-employee director under the Program foreffective following the 2020-2021 Board Year2023 annual meeting of stockholders would remain unchanged at $80,000, and the additional annual retainer for independent Lead Independent Director service would be remain unchanged at $40,000. Also remaining unchanged for such Board Year were$75,000 and the additional annual retainerscash retainer for committee Chair and committee member services, except that additional annual retainers were approved for the Chair and members of the newly established Risk Committee:
Additional Annual Retainers for Board Committee Service ($)
| | | | |
| | | |
| Committee | | Committee Chair | | Committee Members |
| | | |
Audit Committee | | 34,000 | | 15,000 |
| | | |
| Compensation and Human Resource Committee | | 27,000 | | 11,000 |
| | | |
| Committee on Directors and Governance | | 18,000 | | 8,000 |
| | | |
Risk Committee | | 18,000 | | 8,000 |
Non-Executive Chairman would remain at $200,000. The CODG and the Board determined that the foregoing amountsadjustments to annual retainers for certain committee chair and member services were and continued to be appropriate based on, among other things, a desirematerials relating to retaincompetitive pay practices and attract highly qualifiedrelated matters provided by Farient.
In anticipation of the spin-off of NCR Atleos (such transaction, the “Spin-Off”), the CODG reviewed, in consultation with Farient, the annual retainer fees for non-employee directors following the Spin-Off to ensure that director compensation would remain competitive and
experienced directors,generally aligned at approximately the median of the Company’s post-spin peer group. The CODG recommended, and the
findingsBoard approved, that effective as of
its review of competitive board pay practices.the Spin-off the additional cash retainers for non-executive chairman and lead independent director be reduced to $130,000 and $50,000, respectively, and that certain committee fees be adjusted. The annual retainer for each non-employee director remained unchanged at $80,000.
The Program
also provides for
Board grants of prorated annual cash retainers
for Board service to directors who join the Board
mid-year or in other appropriate circumstances. Ms. Kiser and Mr. Begor, who joined our Board in February 2020, were granted these prorated annualmid-year. Cash retainers for
their Board Service during our 2019-2020 Board Year commencing with their February 2020 appointments and ending with our 2020 Annual Meeting: Ms. Kiser ($16,000 for Board service), and Mr. Begor ($12,000 for Board service). Mr. Blank, who began receiving NCRcommittee service are prorated in the event a director
compensation effective as of September 20, 2019, was granted these prorated annual retainers for the 2019-2020 Board Year: $47,200 for Board service; and $8,850 for Auditcommences or ceases service on a particular Committee
service. All of the
above prorated retainers were paid in full and in cashBoard mid-year. In each case, proration is based on
March 31, 2020, excluding the
portionnumber of
Mr. Begor’s prorated retainer that he elected to receive in NCR deferred common stock as noted below.days served on the Board or the applicable Committee during the applicable payment period.
The annual retainers for Board and committee service are generally paid in four equal installments on approximately June 30, September 30, December 31 and March 31. They may be received at the director’s election in: (i) cash; (ii) shares of NCR common stock; (iii) one-half cash and one-half shares of NCR common stock; or (iv) deferred NCR restricted stock units (RSUs)(“RSUs”) distributable in shares of NCR common stock after director service ends. For
The following tables set forth the approved annual retainers earned in 2020: Mr. Blank, Mrs. Burke, Ms. Farrington, Ms. Kiser, Mr. Kuehn, Mr. Larsencash retainer fees for board and Mr. Thompson elected to receive cash retainers; Mr. Chu and Ms. Levinson elected to receive one-halfcommittee service for non-employee directors during fiscal year 2023:
| | Board Service Cash Retainer | | | $80,000 | | | $80,000 | |
| | Lead Independent Director | | | $75,000 | | | $50,000 | |
| | Non-Executive Chairman | | | $200,000 | | | $130,000 | |
| | Audit Committee | | | $34,000 | | | $15,000 | | | $35,000 | | | $15,000 | |
| | Compensation and Human Resource Committee | | | $27,000 | | | $12,500 | | | $25,000 | | | $10,000 | |
| | Committee on Directors and Governance | | | $20,000 | | | $10,000 | | | $17,500 | | | $7,500 | |
| | Risk Committee | | | $20,000 | | | $10,000 | | | $20,000 | | | $10,000 | |
| | Transaction and Finance Committee | | | $— | | | $— | | | $15,000 | | | $10,000 | |
2024 Proxy Statement | | | | | | 17 |
TABLE OF CONTENTS
PROPOSAL 1 Election of
their retainers in cash and one-half in shares of NCR common stock; and Mr. Begor, Mr. Clemmer and Mr. DeRodes elected to receive their retainers in deferred shares of NCR common stock. However a portion of Mr. Begor’s prorated retainer for Board service during the 2019-2020 Board Year (approximately 2/3) was paid in cash as required by IRS rules.Given their retirement from Board service effective on our 2020 Annual Meeting date, Mr. Clemmer, Mr. DeRodes, Mr. Kuehn and Ms. Levinson received no further annual retainer amounts after such date.
NCR CORPORATION | 2021 Proxy Statement | 29
Directors
Under the Program, the CODG and the Board determine the value of the annual equity grant made to
non-employee directors elected at the annual meeting of
NCR stockholders.
For the 2020-2021 Board Year, based on an evaluation of the peer group pay data and other material provided by FWC, the CODG recommended, and the Board agreed, that the annual equity grant value should remain unchanged at $225,000 for the same reasons noted above for continuing the annual retainers unchanged. Accordingly, on the 2020 Annual Meeting date, each then serving non-employee director received an annual equity grant of restricted stock units (RSUs) valued at $225,000, excluding Mr. Clemmer, Mr. DeRodes, Mr. Kuehn and Ms. Levinson who retired from Board service on that date.The Program also permits prorated mid-year equity grants for non-employee directors who join our Board mid-year and in other appropriate circumstances. On March 1, 2020, Ms. Kiser and Mr. Begor, who joined our Board mid-year as noted above, were awarded prorated mid-year equity grants under the Program with the following values for Board service during the 2019-2020 Board Year: Ms. Kiser: $45,000; and Mr. Begor: $33,750. Mr. Begor elected to receive a portion of his prorated annual equity grant (approximately 2/3) in the form of deferred NCR RSUs as permitted by the Program and IRS rules. Mr. Blank was awarded a prorated mid-year equity grant valued at $132,750 on February 1, 2020 for Board service during the 2019-2020 Board Year.
Annual equity grants made to directors on the Annual Meeting dategenerally vest in four equal quarterly installments beginning three months after the grant date, anddate. Annual equity grants may be deferred until after director service ends, at the director’s election. The Program also permits prorated mid-year equity grants for non-employee directors who join our Board mid-year and in other appropriate circumstances. Mid-year equity grants generally vest on the same quarterly vesting dates that apply to full year directors (as applicable). Mr. Begordirectors.
In 2023, based on an evaluation of peer group pay data and
Mr. Larsen elected to defer receipt of their 2020other material provided by Farient, the CODG recommended, and the Board agreed, that the annual equity grant
shares untilvalue under the Program should remain unchanged at $225,000. Accordingly, on May 2, 2023, the 2023 annual meeting date, each then serving non-employee director
service endsreceived an annual equity grant of RSUs valued at $225,000. In June 2023, in anticipation of Spin-Off, the CODG determined to
reduce the
extent noted herein.annual equity grant value to $160,000 and to increase the pro-rata mid-year sign-on grant for new non-employee directors by a 25% premium.
Director Stock Ownership Guidelines
The Corporate Governance
Our Board has adopted Stock Ownership Guidelines include stock ownership guidelines promoting commonality of interest withfor our stockholders by encouraging non-employee directors to accumulate a substantial stake infoster equity ownership and to align the interests of our directors with those of our stockholders. Within five years of his or her appointment to the Board, each non-employee director is expected to beneficially own NCR common stock. Under our Corporate Governance Guidelines, non-employee directors are encouraged to accumulate NCRVoyix stock ownership equal to five times the annual retainer amount. Newly elected directors have five years to attain this ownership level. Ownership includes shares owned outright, restricted stock, and interests in RSUs or deferred shares, and excludes stock options. As of December 31, 2020,the Record Date (as defined below), all of our current non-employee directors exceededwere in compliance with the Guidelines, except Ms. Kiserguidelines or within the five-year grace period.
Director Compensation Tables
For 2023, compensation for Mr. Hayford and Mr.
Begor who joined our Board in 2020, and Mr. Blank who became subject to the Guidelines effective September 20, 2019.NCR CORPORATION | 2021 Proxy Statement | 30
|
Director Compensation Tables
|
Compensation for 2020 ($)
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| Director Name | | Fees Earned or
Paid in Cash(1) | | Stock
Awards(2) | | All Other
Compensation(3) | | Total |
| | | | | |
Mark W. Begor | | | | 7,886 | | | | | 337,143 | | | | | - | | | | | 345,029 | |
| | | | | |
Gregory Blank | | | | 106,396 | | | | | 357,771 | | | | | - | | | | | 464,167 | |
| | | | | |
Catherine L. Burke | | | | 103,000 | | | | | 225,015 | | | | | - | | | | | 328,015 | |
| | | | | |
Chinh E. Chu | | | | 69,500 | | | | | 294,560 | | | | | - | | | | | 364,060 | |
| | | | | |
Richard L. Clemmer | | | | - | | | | | 27,258 | | | | | - | | | | | 27,258 | |
| | | | | |
Robert P. DeRodes | | | | - | | | | | 23,753 | | | | | - | | | | | 23,753 | |
| | | | | |
Deborah A. Farrington | | | | 103,250 | | | | | 225,015 | | | | | - | | | | | 328,265 | |
| | | | | |
Georgette D. Kiser | | | | 95,500 | | | | | 270,022 | | | | | - | | | | | 365,522 | |
| | | | | |
Kurt P. Kuehn | | | | 28,500 | | | | | - | | | | | - | | | | | 28,500 | |
| | | | | |
Kirk T. Larsen | | | | 120,250 | | | | | 225,015 | | | | | - | | | | | 345,265 | |
| | | | | |
Linda Fayne Levinson | | | | 14,375 | | | | | 14,390 | | | | | - | | | | | 28,765 | |
| | | | | |
Matthew A. Thompson | | | | 115,250 | | | | | 225,015 | | | | | - | | | | | 340,265 | |
| | | | | |
Frank R. Martire | | | | - | | | | | - | | | | | 2,366,783 | | | | | 2,366,783 | |
(1) For non-employee directors, this column shows annual retainers earned in cash in 2020.
(2) For non-employee directors, this column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received as current or deferred shares (also referred to as “phantom stock units”). See Note 7 of the Notes to Consolidated Financial Statements containedWilkinson is disclosed in the Company’s Annual Report on Form 10-K forSummary Compensation Table in the year ended December 31, 2020, where we explain assumptions made in valuing equity awards.
(3) For Mr. Martire, the amount shown in this column consists of amounts provided under our executive compensation program. For more details, see the Executive Compensation – Compensation Discussion & Analysis section andof this proxy statement. The director compensation tables below include Mr. Martire’s 2023 compensation under our Perquisites – 2020 Table. The total amount includes base salary earned in 2020 ($229,769),executive compensation program, which was paid to him for his services as our Executive Chairman of the valueBoard through the 2023 annual meeting.
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TABLE OF CONTENTS
PROPOSAL 1 Election of Company-paid premiums for life insurance ($52), Company matching contributions to our broad-based qualified Directors
| | Gregory Blank | | | 106,634 | | | 225,077 | | | — | | | 331,711 | |
| | Catherine L. Burke | | | 109,535 | | | 225,077 | | | — | | | 334,612 | |
| | Janet Haugen | | | 28,479 | | | 147,235(3) | | | — | | | 175,714 | |
| | James G. Kelly | | | 64,342 | | | 147,235(3) | | | — | | | 211,577 | |
| | Georgette Kiser | | | 109,534 | | | 225,192 | | | — | | | 334,726 | |
| | Kirk Larsen | | | 125,084 | | | 225,310 | | | — | | | 350,394 | |
| | Laura Miller | | | 22,151 | | | 147,235(3) | | | — | | | 169,386 | |
| | Kevin Reddy | | | 20,568 | | | 147,235(3) | | | — | | | 167,803 | |
| | Laura Sen | | | 114,551 | | | 225,077 | | | — | | | 339,628 | |
| | Mark Begor | | | 76,919 | | | 225,012 | | | — | | | 301,931 | |
| | Deborah Farrington | | | 80,500 | | | 225,013 | | | — | | | 305,513 | |
| | Martin Mucci | | | 80,625 | | | 225,013 | | | — | | | 305,638 | |
| | Joseph Reece(4) | | | 178,778 | | | 475,034(4) | | | 350,001(5) | | | 1,003,813 | |
| | Glenn Welling | | | 80,670 | | | 225,013 | | | — | | | 305,683 | |
| | Frank Martire(6) | | | — | | | — | | | 534,346 | | | 534,346 | |
(1)
| For non-employee directors, this column shows annual retainers earned in cash, or at the director’s election in shares of NCR Voyix Common Stock or RSUs in lieu of cash in 2023. Mr. Begor and Mr. Reece elected to receive their annual retainers entirely in the form of RSUs, while Mr. Welling elected to receive his annual cash retainer entirely in the form of NCR Voyix Common Stock. |
(2)
| For non-employee directors, this column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants in the form of RSUs (including RSUs that were deferred until after director service ends at the director’s election (also referred to as “phantom stock units”)). See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, where we explain assumptions made in valuing equity awards. These amounts include the incremental accounting expenses associated with the Spin-Off. |
(3)
| Upon appointment, Ms. Haugen, Mr. Kelly, Ms. Miller and Mr. Reddy were awarded RSUs, comprised of prorated annual equity grants under the Program; vesting on May 2, 2024; subject to their continued service as a director on the vesting date. |
(4)
| Mr. Reece received a grant of equity awards for board service and an additional grant for his appointment as Non-Executive Chair. This amount also reflects an equity award described in footnote 5 below. |
(5)
| Following his service as Chairman and his resignation from the Company’s Board of Directors in connection with the Spin-Off, the Company engaged Mr. Reece to provide certain transition services to the Board and its Transaction & Finance Committee. For these services Mr. Reece received an equity grant of unrestricted stock in the amount of $250,000 and a cash consulting fee payable monthly. The amount in this column includes the equity grant and cash consulting fees paid in 2023. |
(6)
| For Mr. Martire, the amount shown in this column consists of amounts provided under our executive compensation program. The total amount includes salary paid in 2023 ($265,385), the value of Company-paid premiums for life insurance ($323), Company matching contributions to our broad-based qualified |
2024 Proxy Statement | | | | | | 19 |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
401(k) plan ($
9,750)7,031),
Company-paid amounts for medical diagnostic services under our Executive Medical Exam Program and
for financial planning assistance under our Executive Financial Planning Program ($10,000 and $12,000 respectively), the Company’s incremental cost for personal use of the corporate aircraft for the reasons set forth in footnote (1) to our
Perquisites – 2020Summary Compensation Table below ($
105,212), a 2020 Premium-priced option award ($1,299,999; aggregate grant date fair value determined as noted261,607). For general details, see the disclosures with respect to our Named Executive Officer Compensation in
footnote (4) ofthe Compensation Discussion & Analysis section and “All Other Compensation” in our
Summary Composition Table below), and a 2020 performance-based RSU award ($700,001; aggregate grant date fair value as noted in footnote (2) above).NCR CORPORATION | 2021 Proxy Statement | 31
Compensation Table.
This Table shows the grant date fair value of non-employee director annual equity grants and other equity granted in 20202023 under the Program.
| | Gregory Blank | | | 225,077 | | | — | | | — | | | 64 | |
| | Catherine L. Burke | | | 225,077 | | | — | | | — | | | 64 | |
| | Janet Haugen | | | 147,235 | | | — | | | — | | | | |
| | James G. Kelly | | | 147,235 | | | — | | | — | | | | |
| | Georgette Kiser | | | 225,192 | | | — | | | — | | | 179 | |
| | Kirk Larsen | | | 225,310 | | | — | | | — | | | 297 | |
| | Laura Miller | | | 147,235 | | | — | | | — | | | | |
| | Kevin Reddy | | | 147,235 | | | — | | | — | | | | |
| | Laura Sen | | | 225,077 | | | — | | | — | | | 64 | |
| | Mark Begor | | | 225,013 | | | — | | | 76,918 | | | | |
| | Deborah Farrington | | | 225,013 | | | — | | | — | | | | |
| | Martin Mucci | | | 225,013 | | | — | | | — | | | | |
| | Joseph Reece | | | 475,034 | | | — | | | 178,778 | | | | |
| | Glenn Welling | | | 225,013 | | | 80,670 | | | — | | | | |
(1)
| Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred shares (also referred to as “phantom stock units”). See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions we make in the valuation of our equity awards. |
20 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Grant Date Fair Value(1) PROPOSAL 1 Election of
Director(2) 2020 Retainers and Equity Grant Shares ($) | | | | | | |
| | | | |
| Director Name | | Annual Equity RSU
Grant | | Current Stock in lieu of cash | | Deferred Stock in lieu of cash |
| | | | |
Mark W. Begor | | 258,758 | | - | | 78,386 |
| | | | |
Gregory Blank | | 357,771 | | - | | - |
| | | | |
Catherine L. Burke | | 225,015 | | - | | - |
| | | | |
Chinh E. Chu | | 225,015 | | 69,545 | | - |
| | | | |
Richard L. Clemmer | | - | | - | | 27,258 |
| | | | |
Robert P. DeRodes | | - | | - | | 23,753 |
| | | | |
Deborah A. Farrington | | 225,015 | | - | | - |
| | | | |
Georgette D. Kiser | | 270,022 | | - | | - |
| | | | |
Kurt P. Kuehn | | - | | - | | - |
| | | | |
Kirk T. Larsen | | 225,015 | | - | | - |
| | | | |
Linda Fayne Levinson | | - | | 14,390 | | - |
| | | | |
Matthew A. Thompson | | 225,015 | | - | | - |
(1) Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred shares (also referred to as “phantom stock units”). See Note 7 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for an explanation of the assumptions we make in the valuation of our equity awards.
(2) For Mr. Martire, 2020 equity grants under our executive compensation program included these awards with associated grant date fair values determined as provided in footnote (1) above: (i) performance-based RSUs – $700,001; and (ii) Premium-priced options – $1,299,999.
NCR CORPORATION | 2021 Proxy Statement | 32
Directors
This Table shows the shares of NCR
Voyix common stock underlying director equity awards as of December 31,
2020.Shares of NCR Common Stock
2023. In connection with the Spin-Off, outstanding equity awards for Ms. Farrington, Mr. Mucci and Mr. Welling accelerated and vested in October 2023.
| | Gregory Blank | | | — | | | 5,381 | | | — | |
| | Catherine L. Burke | | | — | | | 5,381 | | | — | |
| | Janet Haugen | | | — | | | 9,396 | | | — | |
| | James G. Kelly | | | — | | | 9,396 | | | — | |
| | Georgette Kiser | | | — | | | — | | | 22,839 | |
| | Kirk Larsen | | | — | | | — | | | 35,697 | |
| | Laura Miller | | | — | | | 9,396 | | | — | |
| | Kevin Reddy | | | — | | | 9,396 | | | — | |
| | Laura Sen | | | — | | | 5,381 | | | — | |
| | Mark Begor | | | — | | | — | | | 53,151 | |
| | Joseph Reece | | | — | | | — | | | 49,909 | |
(1)
| For Mr. Martire, equity awards under our executive compensation program outstanding as of December 31, 2023 included 774,504 nonqualified stock options and 16,893 RSUs. |
2024 Proxy Statement | | | | | | 21 |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
In connection with the Spin-Off, outstanding equity awards for all of our non-employee directors as of the Spin-Off were equitably adjusted into shares of NCR Voyix and NCR Atleos stock. This Table shows the shares of NCR Atleos common stock underlying director equity awards as of December 31,
2020 (#) | | | | | | | | | | | | | | | |
| | | | |
| Director Name | | Outstanding Options | | RSUs
Outstanding | | Deferred Shares
Outstanding |
| | | | |
Mark W. Begor | | | | - | | | | | - | | | | | 17,115 | |
| | | | |
Gregory Blank | | | | - | | | | | 6,429 | | | | | - | |
| | | | |
Catherine L. Burke | | | | - | | | | | 6,429 | | | | | - | |
| | | | |
Chinh E. Chu | | | | - | | | | | 6,429 | | | | | - | |
| | | | |
Richard L. Clemmer | | | | 21,051 | | | | | - | | | | | - | |
| | | | |
Robert P. DeRodes | | | | 21,051 | | | | | - | | | | | - | |
| | | | |
Deborah A. Farrington | | | | - | | | | | 6,429 | | | | | - | |
| | | | |
Georgette D. Kiser | | | | - | | | | | 6,429 | | | | | - | |
| | | | |
Kurt P. Kuehn | | | | 10,039 | | | | | - | | | | | 35,670 | |
| | | | |
Kirk T. Larsen | | | | - | | | | | - | | | | | 12,858 | |
| | | | |
Linda Fayne Levinson | | | | 21,051 | | | | | - | | | | | - | |
| | | | |
Matthew A. Thompson | | | | - | | | | | 6,429 | | | | | - | |
(1) For Mr. Martire, equity awards under our executive compensation program2023.
| | Gregory Blank | | | — | | | 2,690 | | | — | |
| | Catherine L Burke | | | — | | | 2,690 | | | — | |
| | Georgette Kiser | | | — | | | — | | | 11,418 | |
| | Kirk Larsen | | | — | | | — | | | 17,847 | |
| | Laura Sen | | | — | | | 2,690 | | | — | |
| | Mark Begor | | | — | | | — | | | 27,480 | |
| | Joseph Reece | | | — | | | — | | | 27,585 | |
(1)
| For Mr. Martire, equity awards under our executive compensation program outstanding as of December 31, 2023 included 387,251 nonqualified stock options and 8,446 RSUs. |
Related Person Transactions Under its charter, the CODG is responsible for the review of
December 31, 2020 included 774,504 nonqualified stock options and 183,363 RSUs.NCR CORPORATION | 2021 Proxy Statement | 33
Proposal 2 – Say On Pay: Advisory Vote onall related person transactions. The Board has adopted a Related Person Transaction Policy that provides that each related person transaction must be considered for approval (i) by the CompensationCODG, or (ii) by all of the Named Executive Officers
disinterested members of the Board, if the CODG so determines (the “Related Person Transaction Policy”).
The Related Person Transaction Policy requires each director and executive officer of the Company to report to the Company’s General Counsel any transaction that could constitute a related person transaction prior to undertaking the transaction. The General Counsel must advise the Chair of the CODG of any related person transaction of which the General Counsel becomes aware, whether as a result of reporting or otherwise. The CODG then considers each such related person transaction, unless the CODG determines that the approval of such transaction should be considered by all of the disinterested members of the Board, in which case such disinterested members of the Board will consider the transaction.
If the Company enters into a transaction that it subsequently determines is a related person transaction or a transaction that was not a related person transaction at the time it was entered into but thereafter became a related person transaction, then, in either case, the related person transaction shall be promptly presented to the CODG or the disinterested members of the Board, as applicable, for approval. If such related person transaction is not approved, then the Company shall take all reasonable actions to attempt to terminate the Company’s participation in that transaction.
Following his service as Chairman and his resignation from the Company’s Board of Directors recommendsin connection with the Spin-Off, the Company engaged Mr. Reece to provide certain transition services to the Board and its Transaction & Finance Committee. For these services Mr. Reece received a stock grant of $250,000 and a cash consulting fee of $250,000.
22 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
Biographical Information of Our Executive Officers The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors and hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation or removal. Set forth below are the names and certain biographical information regarding the Company's executive officers.
| | David Wilkinson(1) | | | 51 | | | Chief Executive Officer and Director | |
| | Brian Webb-Walsh | | | 48 | | | Executive Vice President and Chief Financial Officer | |
| | Eric Schoch | | | 51 | | | Executive Vice President and President, Retail | |
| | Kelli Sterrett | | | 44 | | | Executive Vice President, General Counsel and Secretary | |
| | Kelly Moyer | | | 49 | | | Chief Accounting Officer | |
| | Brendan Tansill | | | 45 | | | Executive Vice President and President, Digital Banking | |
| | Beimnet Tadele | | | 45 | | | Executive Vice President and President, Restaurants | |
(1)
| See Nominees for Election for biographical information regarding Mr. Wilkinson. |
Brian Webb-Walsh is Executive Vice President and Chief Financial Officer for NCR Voyix. Brian has global responsibility for finance, accounting, treasury, investor relations, tax, M&A, audit and real estate. He works with our business units to ensure success and profitability. Mr. Webb-Walsh has spent his career operating in global, publicly traded Fortune 500 organizations. He is a credible finance leader with a successful track record of leading large, global teams. He was most recently the CFO for UPS' international, health care and supply chain solutions businesses. Prior to UPS, he spent nearly five years as Executive Vice President and CFO of Conduent Incorporated, a technology-led business process services company that you vote FORspun out of Xerox Corporation in 2017. He led all aspects of finance, real estate, procurement and transformation with a team of more than 1,000 professionals primarily in the proposal to approve,U.S., India and the Philippines. Before Conduent, he spent 19 years at Xerox. At Xerox he developed strong financial discipline and leadership capability. His positions included divisional CFO roles, investor relations, and corporate financial planning and analysis. Mr. Webb-Walsh holds a bachelor's degree in management from the State University of New York at Geneseo, an MBA from Rochester Institute of Technology, and a master’s degree in accounting from George Washington University.
Eric Schoch is Executive Vice President and President, Retail for NCR Voyix. Mr. Schoch is a seasoned executive with extensive experience leading high-growth technology businesses on a non-bindingglobal stage, developing innovative solution portfolios and advisory basis,building high-performance leadership teams. He has an exceptional track record of execution and driving for results while leading successful market transitions and business turnarounds. In January 2023, Mr. Schoch assumed responsibility for NCR Retail and the compensationengineering and technology functions serving both Retail and Hospitality. From 2019 to 2023, Mr. Schoch was responsible for global retail sales and field operations. He joined NCR in December 2016, where he led the North American Retail business. Prior to NCR, Mr. Schoch held various business unit (BU) leadership roles at Cisco Systems over eight years. His last role at Cisco was Vice President of Product Management and Go-To-Market for the Network Function Virtualization (NFV) BU. He holds a BBA in marketing and finance from Stephen F. Austin State University, an MBA from the University of Texas at Dallas, and studied technology leadership, innovation and change in high-tech companies at the London Business School as part of an executive leadership development program.
Kelli Sterrett is Executive Vice President, General Counsel and Secretary of NCR Voyix. She has global responsibility for the Company’s legal, compliance and risk functions. Ms. Sterrett has spent her career as a corporate attorney, focusing on strategic transactions, corporate governance, and securities law matters. She has significant experience with regulated industries. Ms. Sterrett was most recently General
2024 Proxy Statement | | | | | | 23 |
TABLE OF CONTENTS
PROPOSAL 1 Election of Directors
Counsel at EVO Payments, a NASDAQ-listed electronic payments company. Prior to EVO, she served as Deputy General Counsel of Scientific Games Corporation, a NASDAQ-listed technology and gaming company. She began her career as a corporate attorney at Gibson, Dunn & Crutcher in New York. Ms. Sterrett holds a bachelor's degree in political science from Colgate University and a juris doctorate from Columbia University School of Law.
Kelly Moyer is Chief Accounting Officer of NCR Voyix. Ms. Moyer previously served as our Chief Audit Executive, where she led the internal audit function, from July 2021 to October 2023. Ms. Moyer first joined the Company in 2009 and has held various leadership roles within controllership, including as Assistant Controller from 2012 to July 2021. Prior to joining NCR Corporation, Ms. Moyer spent 12 years with PricewaterhouseCoopers LLP in the audit assurance practice serving global, publicly traded organizations which included a secondment in the PricewaterhouseCoopers office in St. Albans, United Kingdom from 2003 to 2007. Ms. Moyer serves as Treasurer of the namedNCR Foundation, a role she has held since 2019. She holds a bachelor's degree in accounting from the University of Georgia.
Brendan Tansill is Executive Vice President and President of Digital Banking of NCR Voyix. Mr. Tansill has extensive experience scaling businesses, driving product innovation, and delivering best-in-class customer experience. Mr. Tansill is responsible for establishing the strategy and driving the operations of Digital Banking, which has a primary mission of partnering with our financial institution customers to enhance the digital experience of their consumer and business customers. Prior to NCR Voyix, Mr. Tansill spent 11 years at EVO Payments, a NASDAQ-listed financial technology company, ultimately serving as President of the Americas. In this capacity, Mr. Tansill was responsible for a large organization delivering complicated technology solutions through partnerships with leading global financial institutions and software companies. Earlier in his time at EVO, Mr. Tansill served as Executive Vice President of Business Development & Strategy, with primary responsibility for driving EVO's international expansion by partnering with leading financial institutions and enhancing EVO's product capabilities through technology acquisitions. Earlier in his career, Mr. Tansill was a private equity investment professional. Mr. Tansill began his career in investment banking at Lehman Brothers. Mr. Tansill received his Bachelor of Arts from the University of Virginia and his master’s degree in business administration from the Kellogg School of Management at Northwestern University.
Benny Tadele is Executive Vice President and President of Restaurants of NCR Voyix. With an exceptional ability to navigate the complexities of today’s digital economy, Mr. Tadele excels at transitioning traditional business models to innovative Software as a Service (SaaS) and platform-based solutions, driving significant growth and operational efficiency. Prior to joining NCR Voyix, Mr. Tadele made significant contributions at ACI Worldwide as the executive officers as disclosedvice president and head of North America. There, he was instrumental in these proxy materials.transforming the organization’s approach to market engagement, implementing SaaS models that enhanced customer value and drove robust revenue growth. Under his leadership, ACI Worldwide not only expanded its market footprint but also optimized its operational processes. Mr. Tadele earned advanced degrees in computational science and engineering from the Georgia Institute of Technology, where he developed a solid foundation in the principles that underpin today’s most successful tech-driven business models. His career trajectory through pivotal roles in executive management, revenue growth and strategic program development showcases a consistent theme: a relentless pursuit of innovation and efficiency. 24 | ✓ | | Robust oversight by
| | | 2024 Proxy Statement |
TABLE OF CONTENTS
| | Consider and vote on the approval, on a non-binding and advisory basis, of the compensation of the named executive officers (Say on Pay), as described in these proxy materials.
| | | Board
Recommendation
FOR this proposal | |
| ✓ | | Competitive, best practice compensation principles
|
| ✓ | | Strong pay for performance alignment with short-term incentives directly linked to performance against annual financial targets, and long-term incentives tied to execution of NCR’s multi-year business strategy and creation of stockholder value |
| ✓ | | Strong link between management and stockholder interests
|
We conduct a Say
Onon Pay vote at our annual meeting of stockholders as required by Section 14A of the Securities Exchange Act of 1934, as amended. We currently conduct the Say
Onon Pay vote every year. Unless our Board changes its policy, our next Say
Onon Pay vote following the
20212024 Annual Meeting of Stockholders will be held at our
20222025 Annual Meeting of Stockholders. While this vote is
non-binding, the Board and the Compensation and Human Resource Committee (the “Committee” as referenced throughout the various sections of this Proposal 2, including the
Executive Compensation – Compensation Discussion & Analysis section)
highly value the opinions of our stockholders. The Committee will consider the outcome of the Say
Onon Pay vote as part of its annual evaluation of our executive compensation program.
Please read the following
Executive Compensation – Compensation Discussion & Analysis section and our
Executive Compensation Tablesfor information necessary to inform your vote on this proposal.
How Does the Board Recommend that I Vote on this Proposal?
The Board of Directors recommends that you vote to approve, on a
non-binding and advisory basis, the compensation of the
named executive officersNamed Executive Officers as disclosed in these proxy materials. Properly authorized proxies received by the Board will be voted FOR this proposal unless they specify otherwise.
Vote Required for Approval
Under applicable Maryland law and the Company’s Charter and Bylaws, a majority of all the votes cast by holders of our common stock and Series A Convertible Preferred Stock voting together as a single class (in person via attendance at the virtual meeting or by proxy), with the Series A Convertible Preferred Stock voting on an as-converted basis, is required to approve, on a non-binding and advisory basis, the compensation of the named executive officersNamed Executive Officers as disclosed in these proxy materials. Under Maryland law, abstentions and broker “non-votes”“non-votes” will not be counted as votes cast and will have no effect on the approval of this proposal. Properly authorized proxies received by
2024 Proxy Statement | | | | | | 25 |
TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the
Board will be voted FOR this proposal unless they specify otherwise. |
Executive Compensation – Compensation Discussion & Analysis
|
OurCompensation of the Named Executive Officers
This Executive Compensation -
Compensation Discussion & Analysis
section describes NCR’s 2020Introduction
This Compensation Discussion & Analysis (“CD&A”) provides an overview of the Company’s strategy and performance, stockholder engagement process, and our 2023 executive compensation
program forprograms and decisions. This CD&A focuses on the compensation of our Named Executive Officers
(the “named executives”(collectively, the “Named Executive Officers” or “NEOs”)
, who are listedNCR CORPORATION | 2021 Proxy Statement | 34
below. shown below for the fiscal year 2023. The CompensationCommittee has the authority to establish the Company’s executive compensation programs and Human Resource Committee (the “Committee”) has sole authority over the program and makes allmake compensation decisions for our named executives. ForNEOs.
Due to the Spin-Off that occurred in October 2023 and the planned leadership transitions that took place in connection with the Spin-Off, our Named Executive Officers for 2023 include four former executive officers. See Changes to our Leadership Team below for more aboutinformation.
After taking into account the
compensationtransition in our leadership team during 2023 as a result of
the Spin-Off, our
named executives, see the Named Executive Compensation Tables below.Officers for 2023 were: | |
David Wilkinson |
Michael Hayford – President and
| | Chief Executive Officer (CEO) |
| |
Owen Sullivan – Chief Operating Officer (COO)
Brian Webb-Walsh |
| |
Timothy Oliver –
| Executive Vice President and Chief Financial Officer (CFO) beginning July 13, 2020 |
| |
Adrian Button – Eric Schoch
| | | Executive Vice President Product and Service OperationsDaniel Campbell – President, Retail
|
| | Kelli Sterrett | | | Executive Vice President, NCR Global SalesAndre Fernandez –General Counsel and Secretary
|
| | Kelly Moyer | | | Chief Accounting Officer (CAO) |
| | Mike Hayford | | | Former Chief Executive Officer (CEO) |
| | Tim Oliver | | | Former Senior Executive Vice President and Chief Financial Officer (CFO) until July 13, 2020, and Senior Advisor until his October 1, 2020 separation as described further below |
Executive Summary
|
| | Don Layden | | | Former Executive Vice President and President, Payments & Networks, Head of Strategy and M&A |
Business Overview
| Owen Sullivan | | | Former President and Chief Operating Officer (COO) |
NCR is a leading software-We refer to the NEOs who departed the Company at the time of the Spin-Off, as indicated above, as the “Departed Executives.”
Additional Information and services-led enterprise providerDefinitions
This CD&A uses capitalized terms, certain of which are defined in the financial, retail, hospitalityGlossary of Key Terms Used in Our CD&A and telecom and technology industries. Executive Compensation Tables section below, including certain terms used with respect to the metrics established by our Committee for the Company’s executive incentive plans.
NCR Voyix Corporation is a global company that is headquarteredprovider of digital commerce solutions for retail stores, restaurants and financial institutions. Headquartered in Atlanta, Georgia. NCR offersGeorgia, we are a rangesoftware and services-led enterprise technology provider of run-the-store capabilities for retail and restaurants and cloud-based digital solutions that helpfor financial institutions, serving businesses of all sizessizes. Our software platforms, which run in the store, run the restaurantcloud and run self-directed banking.include microservices and application program interfaces (APIs) that integrate with our customers’ systems, and our As-a-Service solutions enable end-to-end technology-based operations solution for our customers. Our portfolio includesofferings include digital first software and services offerings for banking, retailers, restaurants and restaurants,financial institutions, as well as payments processing,acceptance solutions, multi-vendor connected device services, automated teller machines (ATMs),self-checkout kiosks and related technologies, point of sale (POS) terminals and other self-service technologies. We also resell third-party networking products and provide related service offerings in the telecommunications and technology sectors. Our solutions are designed to supportenable retailers, restaurants and financial institutions to seamlessly transact and engage with their customers and end users.
In 2023 we successfully completed the Spin-Off of our transitionATM-focused business, which included our self-service banking, payments & network and telecommunications and technology businesses, into an independent publicly traded company (“NCR Atleos”). The Spin-Off was completed on October 16, 2023. In connection with the Spin-Off, the Company changed its name from NCR Corporation to NCR Voyix Corporation. Additionally, starting on October 17, 2023, the Company’s common stock began trading on the New York Stock Exchange under the stock symbol “VYX.”
26 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
Company 2023 Financial Performance
| | Key Highlights | |
| | Software & Services Revenue growth of 4% compared with FY 2022
| |
| | Added approximately 14,000 customer sites to the platform
| |
| | Payment sites growth of 34%
| |
| | Signed over 650 new logos across the three segments | |
| | Revenue | | | $3,830 | | | $3,793 | | | 1% | |
| | Net income (loss) from continuing operations | | | ($586) | | | ($203) | | | n/m | |
| | Adjusted EBITDA | | | $616 | | | $596 | | | 3% | |
*
| FY 2023 Adjusted EBITDA includes, among other items, adjustments of $150 million for stock-based compensation, $99 million for separation costs, $46 million for loss on debt extinguishment, and $39 million for transformation and restructuring costs. Refer to the Supplementary Non-GAAP Information section of this proxy statement for definitions of non-GAAP measures. |
Changes to Our Leadership Team
There were several changes to our executive leadership team during 2023 and early 2024 in connection with the Spin-Off, as described below.
Changes at Spin-Off
David Wilkinson, formerly the Executive Vice President and President of NCR Commerce, was appointed our Chief Executive Officer;
Brian Webb-Walsh was appointed our Executive Vice President and Chief Financial Officer;
Eric Schoch, formerly head of our Retail business and our Engineering and Technology functions for Retail and Restaurant, was appointed our Executive Vice President and President, Retail;
Kelli Sterrett was appointed our Executive Vice President, General Counsel and Secretary;
Kelly Moyer, our former Chief Audit Executive, was appointed our Chief Accounting Officer;
Michael Hayford, our former Chief Executive Officer, is no longer employed by us;
Tim Oliver, our former Senior Executive Vice President and Chief Financial Officer, is no longer employed by us and was appointed the Chief Executive Officer of NCR Atleos;
Don Layden, our former Executive Vice President and President, Payments & Networks and Head of Strategy and M&A, is no longer employed by us;
Owen Sullivan, our former President and Chief Operating Officer, is no longer employed by us;
James Bedore, our former Executive Vice President, General Counsel and Secretary, is no longer employed by us; and
Beth Potter, our former Chief Accounting Officer, moved to an NCR-as-a-Service companySVP, Accounting role on a post Spin-Off transitional basis.
2024 Executive Officer Appointments
Benny Tadele was appointed our Executive Vice President and enable us to be the technology-based enterprise provider of choice toPresident, Restaurants, in January 2024; and
Brendan Tansill was appointed our
customers. |
|
NCR Strategic Business Transformation Priorities
|
| | | | |
| | |
Drive top line revenue growth by investing in our strategic growth platforms
| | Continue to shift business mix to recurring revenue streams and away from hardware toward software and services-led offerings
| | Focus on optimizing our spend to improve our operating margins
|
NCR CORPORATION | 2021 Proxy Statement | 35
2020 Focus Areas
| | |
| |
Customer Care | | Improve the customer experience and execution of new product introductions |
| |
Stockholder Value | | Accelerate profitable top-line revenue growth by investing in and shifting our revenue mix to recurring software and services revenue streams we identify as strategic growth platforms, while improving the Company’s cost structure |
| |
Strategic Growth Platforms and Targeted Acquisitions | | Increase capital expenditures in strategic growth platforms and targeted acquisitions to gain solutions that drive the highest growth and return on investment |
| |
Develop, Reward and Retain Talent | | Develop, reward and retain talent with competitive recruiting, training and effective incentive-based compensation programs |
| |
Sales Enablement | | Provide our sales force with top-performing and secure products bundled to target our desired revenue mix and drive customer delight and stockholder value, as well as invest in appropriate training programs to enable success |
In 2020, NCR continued its strategic business transformation by focusing on NCR-as-a-Service,Executive Vice President and driving the following strategy:
• | | Shift to software and services revenue – 80% goal
|
• | | Growing recurring revenue – 60% goal
|
• | | Expanding our EBITDA margin – 20% goal
|
Company 2020 Financial Performance
President, Digital Banking, in January 2024.2024 Proxy Statement | | |
|
2020 Financial Highlights |
| | |
✓
| | Our full year cash flow from operations was $641 million and full year free cash flow(1) was $448 million |
| | |
✓
| | Our recurring revenue increased 5% from the prior year and comprised 54% of total consolidated revenue |
| |
✓
| | Our revenue decreased 10% from the prior year due to COVID-19 and shift to recurring revenue |
| |
✓
| | Our software and services revenue represented 72% of total consolidated revenue |
| |
✓
| | Completed redemption of notes due in 2022 and 2023 for $1.3 billion and completed new bond offering for 8-yr and 10-yr notes for $1.1 billion, which extended the weighted average debt maturity and reduced interest expense |
| |
✓
| | Completed the redemption of approximately 132,000 shares of the Series A Convertible Preferred Stock |
| |
✓
| | Announced proposed transaction with Cardtronics plc
27 |
(1) Free cash flow is a non-GAAP measure. Net cash provided by operating activities isTABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the most directly comparable GAAP measure. ReferCompensation of the Named Executive Officers
Effect of the Spin-Off on Bonus and Long-Term Incentive Compensation
As discussed above, we completed the Spin-off on October 16, 2023. In connection with the Spin-Off, we entered into an Employee Matters Agreement with NCR Atleos (the “EMA”), which (among other items) addressed the treatment of Company equity awards at the time of the Spin-Off as well as bonus payouts based the financial performance of the Company through the end of the last full fiscal quarter prior to the Supplementary Non-GAAP Informationdate of the Spin-Off in lieu of the full year, as originally contemplated. The below details the treatment of the annual bonuses and equity awards held by the Company’s executive officers at the time of the Spin-Off under the terms of the EMA. Pursuant to the terms of their respective employment agreements, equity award agreements and separation agreements, certain of our Departed Executives have alternate annual bonus treatment and equity vesting arrangements, as detailed in the Agreements with Our Named Executive Officers – Employment Agreements with Departed Executives section of this proxy statementstatement.
Annual Bonus Adjustments in Connection with the Spin-Off
Pursuant to the terms of the EMA, the Company’s financial performance for the
reconciliation of free cash flow.In 2020, NCR continued implementation of our strategic business transformation to enhance stockholder value by shifting our business mix from hardware to more software and services and driving increased
NCR CORPORATION | 2021 Proxy Statement | 36
recurring revenue through investments in our strategic growth platforms and by shifting to a subscription-based model.
The Committee structurednine months ended September 30, 2023 versus the Company’s executive compensation programoriginal targets through the nine months ended September 30, 2023 (based on the targets originally set for the 2023 Annual Incentive Plan) was used to focus behaviorsdetermine annual incentive achievement.
Equity Award Adjustments in supportConnection with the Spin-Off
Effective as of
these business objectives, including several new operational goals to address short-term cash challenges in 2020, and an enhanced focus on achievement of sustainable business efficiencies and recurring EBITDA improvement.As demonstratedthe Spin-Off, outstanding equity awards held by the financial highlights above, evenCompany’s employees, including the NEOs, were converted into NCR Voyix awards or, in some cases, into a challenging economic environment brought on bycombination of NCR Voyix and NCR Atleos awards, in accordance with the global pandemic NCR has begun a successful implementationEMA. The purpose of the strategic business transformation strategy outlinedconversion methodology used was to preserve the intrinsic value, immediately prior to the Spin-Off, of the outstanding award. The terms of the equity awards, such as the vesting schedule and termination protections, generally remained unchanged. The performance-based restricted stock awards were evaluated at the time of the Spin-Off. Details of the timing of adjustments can be found in 2019. NCR’s executive leadership team adaptedthe 2021 PBRSUs – Performance Achieved section and the 2022 PBRSUs – Performance Achieved section of this proxy statement.
28 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
The table below describes an overview of each type of outstanding equity award treatment for our NEOs at the Spin-Off. For purposes of the table below, “NCR” refers to
evolving economic conditionsNCR Corporation prior to the Spin-Off, “NATL” refers to NCR Atleos and
customer needs, while also accelerating internal expense management and organizational changes.“VYX” refers to NCR Voyix. | | Stock Options | | | • Converted into VYX options and NATL options
• Exercise price and number of shares subject to each option were adjusted to preserve the original intrinsic value of the original award as measured immediately prior to and immediately following the distribution |
Revenue | Restricted Stock Units
(RSUs) | Recurring Revenue | | • For some employees their NCR RSUs were converted into both VYX RSUs and NATL RSUs using a distribution ratio to preserve the intrinsic value of the original award
• For some employees their NCR RSUs were converted solely into VYX RSUs using a distribution ratio to preserve the intrinsic value of the original award |
| | | | | 2021 PBRSUs
• For awards subject to performance based on recurring revenue and adjusted EBITDA, performance was measured as of September 30, 2023 in lieu of the original performance periods, with awards continuing to vest under the original vesting schedule based on continued service, vesting in 2024
|
 | Performance Based
Restricted Stock Units
(PBRSUs) |  |
| | | 2022 PBRSUs
• For the portion of the awards subject to performance based on recurring revenue and adjusted EBITDA, performance was measured as of September 30, 2023 in lieu of the original performance periods, with such awards continuing to vest under the original vesting schedule based on continued service, vesting in 2025
• For the portion of the awards subject to performance based on rTSR, performance will be assessed based on the combined rTSR of VYX and NATL at the end of the original performance period |
Net Cash Flow from
Operating Activities
| | Free Cash Flow
|
| | |
| |  2023 PBRSUs
• The awards referred to as the “Qualified Transaction PBRSUs” vested in accordance with their on the one-year anniversary of the grant date following the Spin-Off
• For the awards referred to as the “Total Shareholder Return (TSR) Awards”, TSR performance will be assessed at the end of the three-year performance period based on the combined TSR of VYX and NATL at the end of the performance period |
2024 Proxy Statement |
Stockholder Engagement and Responsiveness to 2020 Say On Pay Vote
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TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
Stockholder Engagement and 2023 Say on Pay Vote
We regularly engage with our stockholders to understand their perspectives and views on our Company, including our executive compensation program, corporate governance and other strategic initiatives. Our annual Say Onon Pay vote is one avenue for the Board to receive feedback from stockholders regarding our executive compensation program. During the spring and fall
At our 2023 Annual Meeting of
2020, we proactively reached out to stockholders owning approximately 52% of our outstanding shares and spoke with stockholders owning approximately 19% of our outstanding shares. A memberShareholders, over 83% of the
votes cast were in support of the annual advisory vote to approve the compensation paid to our NEOs (“say on pay”). The Compensation Committee
participated in meetings with stockholders owning approximately 15%believes that this vote affirms stockholder support of
shares outstanding.All feedback from this engagement initiative was shared with the full Board and helpedCompany’s approach to informexecutive compensation. The Compensation Committee will continue to consider the changes approved byoutcome of the CommitteeCompany’s say-on-pay votes when making future compensation decisions for our executiveNEOs. We regularly review and assess our compensation program.
NCR CORPORATION | 2021 Proxy Statement | 37
Atprograms to ensure that they are aligned with our 2020 Annual Meeting,business strategies and that the type and mix of short-term and long-term incentive vehicles used continue to align management with stockholders’ interests and reward for high performance. While we received 84.67% of votes cast “FOR” our executive compensation program. These results reflect our stockholders’ support for our compensation philosophy and2023 say on pay practices and actionsproposal, we took in part due to ourcontinued engagement with stockholders. Over the course of engagement, we learned thatour stockholders were supportive of the 2020 compensation program design, which included:
| • | | Performance metrics of LTI Recurring Revenue (as defined below)to understand their perspectives and LTI EBITDA (as defined below) for our performance-based restricted stock units under our 2020 Annual LTI program, along with a 3-year performance period and 3-year cliff vesting; and
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| • | | 100% performance-based LTI awards under our 2020 Annual LTI program, allocated 35% in Performance-Based RSUs and 65% in Premium-priced Options with a 115% price premium.
|
The Committee views stockholder engagement and the feedback received as essential to developing and improvingon our Company, including our executive compensation program, as well as getting general feedback oncorporate governance, Corporate Sustainability and other matters. We planstrategic initiatives.
In fiscal 2024, the Committee completed a comprehensive review of the Company’s executive compensation plans with a goal to continue our stockholder outreach annually, so we can continueensure alignment with and support for the Company’s strategy and to gain valuable feedback. Outreach with respectdrive the performance of NCR Voyix Corporation as a stand-alone company following the Spin-Off. For a preview of the changes to our 2021 executive compensation program began in late 20202024, see the Preview of our 2024 Compensation Program section of this proxy statement.
Compensation Philosophy and
will continue in early 2021. |
|
2020 Executive Compensation Program Changes
|
The Committee approved changes to the 2020 program design which were responsive to stockholder feedback and/or aligned with our strategic priorities. The changes are listed below:
| | |
2020 Changes –
Pre-COVID 19 | | Why We Did It / Stockholder Feedback |
| |
Extend the performance measurement period of the Performance-Based RSUs from 1-year to 3-years | | Performance-Based RSUs awarded under our 2020 Annual LTI Program have a 3-year performance period and will cliff-vest based on the achievement of the performance metrics for that period. Stockholders expressed support for this performance period and vesting structure.
|
| |
Adjust the operational performance metrics for earning Performance-Based RSUs | | Performance for the Performance-Based RSUs is measured by:
•3-year“LTI Recurring Revenue” (as defined below): LTI Recurring Revenue continues to be an important indicator of our strategic execution and foundational to our long-term success. Stockholders expressed support for continuing to include a revenue metric in the LTI award.
•3-year “LTI EBTIDA” (as defined below): Earnings is a key measure of our overall financial performance and profitability. Stockholders expressed support for the inclusion of an earnings-related goal in the LTI award.
|
| |
Increase the percentage of the LTI Program which consists of performance-based equity | | LTI awards made in our Annual LTI award cycle in February 2020 were 100% performance-based, allocated 35% in Performance-Based RSUs and 65% in Premium-priced Options with a 115% price premium:
• Premium-priced Options directly tie the interests of our executives to those of our stockholders and incentivize strong stockholder returns. 115% represents a rigorous premium in the context of our historic stock price trend, but moreover requires achievement of a stock price that has not been reached since July 2017. Stockholders expressed support for options as part of our LTI mix.
|
NCR CORPORATION | 2021 Proxy Statement | 38
Role
| | |
2020 Changes –
Pre-COVID 19 | | Why We Did It / Stockholder Feedback |
| |
Compensation peer group is too heavily weighted toward peers with larger market capitalization than NCR | | Modified the 2020 peer group to remove three larger peers, Adobe, VMWare and Salesforce, as well as First Data due to acquisition. Global Payments, PayChex, Black Knight, Sabre and ACI Worldwide were added to the peer group to achieve a balanced set of peers that served as a benchmark for our executive compensation beginning in 2020. Stockholders expressed support for a more balanced peer group.
|
|
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Our Executive Compensation Philosophy
|
Our executive compensation program rewards executives for achieving and exceeding the Company’s strategic business and financial goals. We accomplishgoals in furtherance of stockholder interests. The Committee accomplishes this by generally linking executive compensation to Company-wide metrics and operational results for areas that each member of our executive team directly controls. The Committee regularly evaluates the elements of our program to ensure that they appropriately align executive pay with Company performance, reflect the feedback shared by our stockholders, and are consistent with both Company and stockholder short-term and long-term goals given the dynamic nature of our business and the markets wherein which we compete for talent. The Committee annually approves the design of our executive compensation program, performance objectives, performance andspecific goals, results, compensation levels and final compensation for our named executives. For more detailsNamed Executive Officers.
30 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the materials and data considered byCompensation of the CommitteeNamed Executive Officers
Best Practices in
establishing our 2020 executive compensation program, including a description of our peer group for compensation purposes, see the Our Process for Establishing 2020 Compensation section below.Executive Compensation Program Design – FactorsWhat We Consider
When designing our executive compensation program, the Committee considers actions that:
NCR CORPORATION | 2021 Proxy Statement | 39
Do and Don’t Do
|
|
Best Practices in NCR Executive Compensation
|
Our executive compensation program featurescontinues to feature many best practices:
practices.WHAT WE DO
| |
| |
| | | Clarified Severance Practices.Severance will not be paid under the Executive Severance Plan to Named Executive Officers who voluntarily resign from Company service and no additional amounts will be paid unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate and necessary and appropriate to protect the interests of the Company and our stockholders. | |
| | | | | Independent Compensation Consultant.The Committee retains an independent compensation consultant to evaluate and advise on our executive compensation programs and practices, as well as pay mix and levels for our Named Executive Officers. | |
| | | | | Double Trigger Benefits in the Event of a Change in Control.Assumed equity awards do not vest in a change in control of NCR Voyix unless employment also ends in a qualifying termination. | |
| | | | | Reasonable Change in Control Severance.Change in control cash severance benefits range from one to 2.5 times target cash pay depending upon the executive’s position and is paid solely upon a qualifying termination of employment that occurs within a specified period following the change in control. | |
| |
| | | Compliant Procedures for Trading of NCR Voyix Stock.We only permit executive officers to trade in NCR Voyix common stock with appropriately protective pre-clearance procedures, including pursuant to a Rule 10b5-1 trading plan. | |
| |
| | | Compensation Clawback Policy.Maintain an executive officers clawback policy that requires the Company to recover incentive compensation in the event of an accounting restatement. | |
| |
| | | Robust Stock Ownership Guidelines.We require our executive officers to meet our guidelines, which range from one to six times salary, and to maintain the guideline ownership level after any transaction. | |
| |
| | | |
✓
| | Use of ESG Metric in our Bonus Plan. For 2021, we adopted Environmental, Social & Governance (ESG) metrics as a modifier for our 2021 Annual Incentive Plan. The Compensation and Human Resource Committee will use the modifier to increase or decrease bonus payouts by up to 20% based on ESG performance.
| | | | X
| | No Guaranteed Annual Salary Increases or Guaranteed Bonuses. Salary increases and bonuses are not guaranteed for our Named Executive Officers. Salaries are instead based on individual performance evaluations and certain competitive considerations while annual cash incentives areas determined appropriate by the Committee, with bonuses generally tied to performance on corporate financial and individual performance, as well as customer satisfaction (with limited exceptions in special circumstances, such as negotiated new hire starting bonuses under employment agreements).non-financial metrics that link executive and stockholder interests and drive our business priorities.
| |
| |
| | | No Compensation Plans that Encourage Excessive Risk Taking. Based on the Committee’s annual review, none of our pay practices incentivize executives or employees to engage in unnecessary or excessive risk-taking. | |
| |
| | | No Hedging or Pledging of NCR Voyix Securities. Our policies prohibit hedging and pledging of the Company’s equity securities as described in the Hedging and Pledging Policy section below. | |
| |
| | | No Repricing Stock Options. Our Stock Plan prohibits repricing of stock options without prior stockholder approval.Excessive Perquisites.We offer only perks we believe important to be competitive, to attract and retain highly talented executives, enhance productivity and ensure their safety and focus on critical business activities. activities, and protect the health, safety and security of our executives. | |
| |
| | | No Dividends or Dividend Equivalents Paid on Unvested Equity Awards. Equity awards must vest before dividends are payable.No Excise Tax Gross-ups. Our named executives are not eligible for excise tax gross-ups or tax gross-ups on any perquisites other than standard relocation benefits, and limited relocation benefits for Mr. Fernandez upon separation.
| |
| |
| | | No Special Executive Pension Benefits.There are no special executive or broad-based pension benefits for any named executives.Named Executive Officers. | |
✓
|
| Pay
| | No Excise Tax Gross-ups. Our Named Executive Officers are not eligible for Performance. A significant portion of our named executives’ compensation is “at risk” and delivered only if rigorous performance goals established by the Committee are achieved.excise tax gross-ups or tax gross-ups on any perquisites other than standard relocation benefits. | | X
|
✓
|
| Strong Link Between Performance Goals
| | No Repricing Stock Options or SARs. Our Stock Plan prohibits repricing of stock options and Strategic Objectives. We link performance goals for incentive pay directly to stock price performance as well as to financial objectives and operating priorities designed to create long-termappreciation rights without prior stockholder value.approval. | | X
|
✓
| | Independent Compensation Consultant. The Committee retains an independent compensation consultant to evaluate and advise on our executive compensation programs and practices, as well as named executive pay mix and levels.
| | X
X
X
X
X
|
✓
| | Benchmark Peers with Similar Business Attributes and Business Complexity. The Committee benchmarks our executive compensation program and annually reviews peer group membership with its independent compensation consultant.
|
✓
| | Strong Compensation Clawback Policy. Executive awards are subject to clawback in specified circumstances.
| | |
✓
| | Robust Stock Ownership Guidelines. We require named executives to meet our guidelines, which range from two to six times base salary, and to maintain the guideline ownership level after any transaction.
| | |
✓
| | Double Trigger Benefits in the Event of a Change in Control. Assumed equity awards do not automatically vest in a change in control of NCR unless employment also ends in a qualifying termination.
| | |
✓
| | Reasonable Change in Control Severance. Change in control severance benefits range from one to three times target cash pay depending upon the executive’s position.
| | | | |
✓
| | Stockholder Outreach. We regularly engage with our stockholders to better understand and consider their views on our executive compensation programs, corporate governance practices and other strategic initiatives.
| | | | | | |
✓
| | Compliant Procedures for Trading of NCR Stock. We only permit executive officers to trade in NCR common stock with appropriately protective pre-clearance procedures, including pursuant to a Rule 10b5-1 trading plan. | | | | | | |
NCR CORPORATION | 2021 Proxy Statement | 40
Use of Market Data
The coronavirus pandemicCommittee, with assistance from its independent compensation consultant, annually reviews competitive market data to assist with evaluating and government-imposed lockdowns had a significant impact onestablishing compensation levels for our executive officers. Farient Advisors LLC (“Farient”) utilized compensation peer group data (see compensation peer group section below) along with compensation survey data from the Company’s workforce, its financial structurefollowing sources for general and overall strategy. The pandemic caused us to experience a decline in mosthigh-tech industries when analyzing the market competitiveness of our marketsexecutive pay levels.
The Committee reviewed a comprehensive analysis and
offerings. Since there was a significant amount of uncertainty inassessment prepared by its independent compensation consultant, which shows the
first few months of the pandemic, our Board and its Committees oversaw and our management pursued several actions to serve our customers, maintain the health and safetycompetitive position of our
employees, preserve cash,Named Executive Officers’ pay mix and
continue our strategic business transformation. To that end, actions were taken inlevels compared to the
following areas as described further below. | • | | Communication with a Global Workforce: In the initial phase of the pandemic, as uncertainty about the economy and market declines concerned the workforce, NCR scheduled regular weekly all-hands webcasts and new outreach channels to ensure consistent engagement and communication with employees and customers on the impacts of COVID-19 to the Company.
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| • | | Short-Term Liquidity: Preserving cash by reducing or eliminating salaries for our senior managers, as described above, and incentivizing savings in the short-term.
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| • | | Human Capital Retention: Ensuring the health and safety of employees while retaining employees.
|
| • | | Compensation Structure: Adjusting the existing remuneration framework to address the challenges posed by the pandemic, including reducing or eliminating salaries for the named executives and other senior managers employed at that time.
|
Communication withmarketplace using a Global Workforce
The initial phasecombination of survey data provided by the pandemic in the United States and around the world posed an unprecedented communication challenge for NCR. The nature of the novel coronavirus and its origins,Company as well as proxy data from our peer group for the dynamic of social media, created an environment where false information spread quickly, impactingCEO and CFO positions. The Committee targets the Company’s workforce and our customers. With employees in approximately 65 countries, NCR had to act quickly to set up communication channels and programs to remain in frequent contact with its workforce. In order to prevent any disturbance, NCR management set up multiple new “task force” meetings per week to monitormedian for all pay elements but ensures recommendations are balanced against the extent to which COVID-19 was affecting NCR’s workforce, with a focusfollowing factors:
2024 Proxy Statement | | | | | | 31 |
TABLE OF CONTENTS
PROPOSAL 2 Say on
continuing to engage and cultivate talent. New meetings were also safely set up across the Company to communicate relevant updates about COVID-19 and its effectsPay: Advisory Vote on the
economy and on the Company. These weekly all-hands webcasts became a channel for internal employee engagement and NCR’s external outreach efforts kept customers engaged and well-updated on relevant developments regarding the virus and the availability of programs for assistance to their businesses.The internal and external outreach initiatives taken by NCR during this crisis enhanced the Company’s communication practices and provided a template for the leadership team on how to prepare for extraordinary situations in the future.
Short-Term Liquidity
On April 4, 2020, as a response to the COVID-19 pandemic’s impact on the global economy, in order to preserve cash and retain human capital as a resultCompensation of the pandemic, the Committee, at the requestNamed Executive Officers
Creation of
Mr. Hayford, reduced the base salaries of our named executives and all senior managers employed at that time. Mr. Hayford’s (CEO) and Mr. Martire’s (Executive Chairman) base salaries were reduced to zero (except for amounts to cover their healthcare insurance premiums under broad-based employee benefit plans) for the remainder of 2020; Mr. Sullivan’s and Mr. Fernandez’s were reduced by 50%; and Mr. Button’s and Mr. Campbell’s were reduced by 20% (see the Base Salaries for 2020 section below). The base salaries of our senior managers were reduced by amounts up to 20%. These pay cuts were done quickly at the beginning of the pandemic, and were put into place for the remainder of 2020 for the foregoing named executives and certain senior managers.These are some of the other actions taken to preserve short-term liquidity:
| • | | Actions planned for execution that were deemed costly were reconsidered due to the pandemic.
|
NCR CORPORATION | 2021 Proxy Statement | 41
| • | | The Company set an increased cash savings target on an accelerated deadline so it could weather the pandemic.
|
| • | | NCR took several actions to improve short-term liquidity, such as the issuance of bonds and the draw-down of its revolving credit facility, while aggressively reducing cash spending.
|
Human Capital Retention
The well-being of NCR’s employees has been the number one priority since the first cases of coronavirus were identified. The Company-wide calls described above were also a key element in providing a sense of certainty to employees during an extremely unprecedented time period. In response to the pandemic, the Company took actions to improve short-term liquidity, including the salary reductions of our senior managers described above, in order to retain employees, including in units where the level of business activity suffered significant reduction. The management team deferred any type of broad-based employee terminations until August of 2020. The Company’s senior leadership team safely set multiple “task force” meetings per week to monitor the extent to which COVID-19 was affecting NCR’s workforce, with a focus on continuing to engage and cultivate talent.
As the pandemic made an impact on stock prices and the value of LTI awards and increased the likelihood of no bonuses being awarded under the 2020 Annual Incentive Plan, talent motivation and retention, including for current leadership who are critical to our strategic business transformation, rose to the top of the priority list. During this time period, NCR’s stock price fell to a ten-year low. There was extreme uncertainty around the possibility of a global economic crisis. Instead of modifying the performance targets under our 2020 LTI Program or 2020 Annual Incentive Plan, the Committee approved a one-time incentive grant to approximately 420 of our key executives and employees on July 1, 2020. The Committee awarded the grant in order to motivate and maintain employees during the crisis and felt this one-time grant recognized some of the unique external challenges of 2020 and its impact on the 2020 executive compensation program, while maintaining a direct performance link between compensation and our value creation strategy for our shareholders (see the One-Time Performance Share RSU Grant section below).
Compensation Plans
The unprecedented business environment of 2020 required several adjustments to the Company’s compensation practices to support and motivate management. During the peak of uncertainty caused by the global pandemic, the Company took measures to enable itself to withstand a prolonged economic crisis. This led to a focus on preserving cash. The Committee had approved the NCR Strategic Transformation Fitness Plan in 2019 prior to the pandemic, a long-term strategic transformation compensation plan. In light of the economic uncertainty caused by the pandemic and the focus on preserving cash, the NCR Strategic Transformation Fitness Plan previously approved by the Committee was adjusted to include a new goal of achieving short-term cash savings in excess of $250 million. The Committee took the following steps to adjust the remuneration framework, incentivize the achievement of short- and long-term goals and retain management essential to our continuing strategic business transformation:
| • | | Performance goals in the 2020 Annual Incentive Plan were not modified. These goals were set before the pandemic, and were not adjusted despite the impact of a global pandemic. No amounts were paid out under the 2020 Annual Incentive Plan.
|
| • | | Likewise, performance goals were not changed for performance-based RSUs previously awarded under the 2020 LTI Program in February 2020.
|
| • | | The NCR Strategic Transformation Fitness Plan, a one-time long-term strategic transformation compensation plan which was adopted in 2019 prior to the pandemic, played an important role in the planned strategic business transformation by providing mid- to long-term multi-year goals and motivation for the senior management team. A new goal of achieving short-term cash savings in excess of $250 million was added to the plan due to the uncertainty surrounding COVID-19, with significant results in savings and other significant achievements (see the NCR Strategic Transformation Fitness Plan section below).
|
| • | | In lieu of making changes and modifying our 2020 performance metrics related to our 2020 Annual Incentive Plan and 2020 LTI Program, the Committee made a one-time performance
|
NCR CORPORATION | 2021 Proxy Statement | 42
| share RSU grant on July 1, 2020, with 50% vesting in 18 months on December 31, 2021 and 50% vesting in 30 months on December 31, 2022. The metric for these performance share RSUs is tied to NCR’s stock price, which directly aligns achievement to stockholder value, and provides incentive and retention value to our named executives. Retention was of specific importance as the Premium-priced options granted under the 2020 Annual LTI Program were granted pre-pandemic, with a strike price which represented a 15% premium over the grant date closing price of NCR stock. With NCR’s stock price dropping to a ten-year low and uncertainty looming heavy over the global economy, the Committee determined motivation and retention of key management in the middle of our strategic business transformation was essential and that further action by the Committee was necessary, as explained in further detail below and in the One-Time Performance Share RSU Grant section below.
|
|
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2020 Compensation Program Design |
Our compensation philosophy requires that a significant portion of total compensation for our named executives be strongly aligned with Company performance. We accomplish this by placing a large portion of our executives’ total compensation “at risk” and by requiring our executives to stretch to meet very challenging internal financial metrics that, if achieved, translate into shared value creation with our stockholders.
The Committee structured the 2020 executive compensation program to focus behaviors in support of our business strategy to enhance shareholder value by shifting our business mix from hardware to more software and services and driving increased recurring revenue through investments in our strategic growth platforms and by shifting to a subscription-based model.
After consideration of the external
Internal equity
External market
factors (e.g. impact of COVID-19 and the global pandemic on the global economy) and taking into account shareholder interests, the Committee chose not to make any adjustments to the terms of the 2020 Annual Incentive Plan or 2020 LTI Program design or performance targets established for awards made prior to the pandemic.As NCR did not achieve the threshold 2020 Adjusted EBITDA performance goal established by the Committee under the 2020 Annual Incentive Plan, the Committee determined that there would be no payouts under this Plan as further described below.
The 2020 LTI Program established in early 2020 was comprised 100% in performance-based compensation, with the target mix weighted 35% in performance-based RSUs and 65% in Premium-priced options with a 115% price premium. The Performance-Based RSUs will be earned based on performance over a three-year period using revenue and earnings goals, with cliff-vesting at the end of the three-year performance period. For the performance-based RSUs, year one performance came in at 64.2% of target due to the impact of the global pandemic. The Premium-priced options were granted with a strike price of 115% of the grant date closing price, just prior to the global spread of the COVID-19 virus and corresponding impact to the financial markets.
Awards under our 2020 LTI Program were made on February 12, 2020, at the time of our annual award cycle, and due to the impact of COVID-19 and the ongoing pandemic, NCR’s stock price dropped significantly after these awards were made. With a drop in stock price, motivation and retention of our top performers was a significant concern, since the current leadership is critical to our continuing strategic business transformation.
The Committee did not modify performance targets or otherwise adjust equity awards made in early 2020.
|
|
Incorporating Corporate Responsibility Into 2021 Design |
In February 2021, the Committee reviewed and considered various ESG metrics to incorporate into our executive incentive programs. The Committee reviewed ESG metrics based on material environmental and
NCR CORPORATION | 2021 Proxy Statement | 43
social factors in our industry, peer benchmarking, and our long-term corporate strategy. In February 2021, the Compensation Committee approved the incorporation of ESG metrics into our 2021 Annual Incentive Plan. The ESG metrics will function as a +/- 20% modifier under the plan, with approximately half of this amount based on quantitative measures, and the remaining half based on qualitative progress toward achieving our ESG priorities.
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Compensation Program Discussion |
Summary of Compensation Program Actions by our Committee
The Committee’s compensation program actions noted below were consistent with its philosophy and objectives of paying for performance, aligning the interests of executives with the interests of stockholders, attracting, motivating and retaining executive talent, and adopting competitive, best-practice compensation programs that are appropriate for our Company:
| • | | 2020 Annual Incentive Plan – To align our strategic financial and customer focus for 2020, we continued to use Adjusted Earnings Before Interest, Tax, Depreciation, and Amortization (Adjusted EBITDA), weighted 80%, and Net Promoter Score, weighted 20%, as our core financial objectives for the plan. This aligns our performance-based compensation strategy with a key financial metric that our investors monitor when evaluating our Company’s ongoing performance, and an internal metric tied to our overall customer success survey results that reflects the critical impact of customer satisfaction on our business. This approach also continues to differentiate our Annual Incentive Plan’s financial metrics from the performance goals used in our Long-Term Incentive Program.
|
The goals under our 2020 Annual Incentive Plan were not adjusted or modified during the pandemic, and accordingly when such goals were not achieved there was no payout under the Plan for 2020.
As a result of this non-funding, and the elimination of Mr. Hayford’s base salary after April 4, 2020, Mr. Hayford’s cash compensation for 2020 was $317,102.
| • | | 2020 LTI Program – Granted Performance-Based RSUs and Premium-Priced Stock Options. For 2020, the Committee continued its focus on granting compensation that aligns named executive and shareholder interests under our NCR Corporation 2017 Stock Incentive Plan, as amended (“Stock Plan”). For all named executives (except Mr. Oliver as noted below), the 2020 LTI Program was comprised of 100% performance-based compensation, with the target mix weighted 35% in performance-based RSUs, and 65% in Premium-priced options with a 115% price premium. The performance-based RSUs will be earned based on performance over a three-year period using revenue and earnings goals, with cliff-vesting at the end of the three-year performance period. Metrics for the performance-based RSUs are 50% LTI Recurring Revenue and 50% LTI EBITDA. Premium-priced options have a seven-year term and vest 1/3 each year on the anniversary of the grant date. In each case, vesting is generally conditioned upon continued Company service through the vesting dates. These performance metrics and vesting conditions link the compensation earned by our named executives with our key strategic measures and continue to differentiate our LTI Program financial metrics from our Annual Incentive Plan metrics. Mr. Oliver, who joined the Company on July 13, 2020, received sign-on 2020 LTI awards under his negotiated new hire agreement with an award mix and terms described further below.
|
The performance goals for performance-based RSUs were not adjusted and the Premium-priced options were not modified as a result of the pandemic.
| • | | 2020 Performance Share RSU Grants – In response to the impact of the global pandemic and in lieu of making adjustments to the annual awards under the 2020 Annual Incentive Plan or 2020 LTI Program, the Committee granted performance share RSU awards to approximately 420 of our senior managers, including all named executives on July 1, 2020 (other than Mr. Oliver who joined the Company in July 2020). These awards vest 50% in 18 months on December 31, 2021 and the remaining 50% in 30 months on December 31, 2022, subject to achievement of NCR stock price
|
NCR CORPORATION | 2021 Proxy Statement | 44
Tenure
| appreciation goals by December 31, 2021, in each case generally subject to continued Company service through the vesting dates. The maximum payout that may be earned is 200% of the target performance share RSU award granted. This performance metric creates direct alignment with our stockholders and provides critical incentive and retention value given the negative impact of the global pandemic on other significant portions of our named executives’ compensation.
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| • | | NCR Strategic Transformation Fitness Plan – In 2019, prior to the pandemic, the Committee approved a one-time long-term strategic transformation compensation plan (the “Fitness Plan”). The Fitness Plan was designed to drive acceleration of NCR’s strategic business transformation through achievement of sustainable business efficiencies and recurring annual EBITDA improvement, leading to extreme value creation. The performance maximum was the achievement of $150M of recurring annual impact to EBITDA by December 31, 2021, the end of the performance period.
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Early in 2020, as the impact of the global pandemic began to come into focus and cause extreme uncertainty surrounding the global economy, the Committee adjusted the plan to include a new goal of achieving short-term cash savings in excess of $250M for 2020 (the remainder of the previously approved plan would stay focused on recurring EBITDA run rate improvements). Per the terms of the program, payout could be made in either stock or cash at the discretion of the Committee. No cash was paid to the named executives for these awards. In order to preserve cash/liquidity, incentivize NCR stock price appreciation and enhance retention, the Committee determined to settle all awards earned by eligible named executives under the Fitness Plan in the form of RSU awards under our Stock Plan, subject to additional vesting terms as well as a further one year restriction period on transfer of the underlying shares. As discussed below, performance achieved under the Fitness Plan resulted in permanent improvements to recurring annual EBITDA run rates in excess of $150 million and cash savings in excess of $250 million during a time of uncertainty, such that the total award value earned by eligible participants under the Fitness Plan should represent a small percentage of the shareholder value such improvements could create.
| • | | 2021 Annual Incentive Plan – For 2021, for all currently employed named executives with corporate oversight, which includes our CEO, the Annual Incentive Plan design will remain similar to the 2020 Annual Incentive Plan that was supported by our stockholders, except that new for 2021 ESG metrics have been incorporated into the Plan as discussed herein. The ESG metrics will function as a +/- 20% modifier under the Plan, with approximately half of this amount based on quantitative measures, and the remaining half based on qualitative progress toward achieving our ESG priorities. In addition, for named executives with specific business unit oversight, the annual incentive will be determined based 60% on achievement of financial performance metrics related to his or her business unit, and 40% on individual performance on key strategic goals in order to focus those executives on key business initiatives within their purview for the year that ultimately drive shareholder value creation.
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| • | | 2021 LTI Program – For 2021, for all currently employed named executives the Committee determined to provide a mix of 60% performance-based RSUs with the same performance metrics as in 2020, and 40% performance share RSUs in which the final payout will be determined based on achievement of an NCR stock price appreciation goal by the end of the performance period. Performance-based RSU awards have a 3-year performance period (2021-2023), and cliff-vest 100% at the end of that period. For performance share RSUs, the stock price appreciation goal must be achieved by December 31, 2022, with vesting to occur 50% in 22 months on December 31, 2022, and 50% in 34 months on December 31, 2023. Vesting for both types of RSU awards is generally subject to continued Company service through the vesting dates. These changes to our 2021 LTI Program are responsive to and/or consistent with stockholder feedback, and are designed to drive strong long-term performance on key goals and tightly link our executives’ pay with our stockholders’ experience.
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NCR CORPORATION | 2021 Proxy Statement | 45
Responsibility
|
|
Independent Compensation Consultant |
Company Performance
Individual Performance
The Committee retains the flexibility to make adjustments to compensation that represent market changes. Management does participate in Committee discussions about CEO compensation. No member of management provides recommendations or participates in discussions regarding his or her own compensation.
Role and is advisedResponsibilities in Setting Executive Officer Compensation
The responsibilities of the Committee include:
Review and recommend the compensation of the Company’s CEO to the Board
Review and approve the compensation of the Company’s executive officers (except for the CEO)
Perform the other duties and responsibilities as outlined in its charter or as delegated by Frederic W. Cook & Co., Inc. (“FWC”), a national executive compensation consulting firm, tothe Board
Role and Responsibilities of the Independent Compensation Consultant
To assist in review and oversight of our executive compensation programs. Theprograms in 2023, the Committee considers FWC’s adviceretained and recommendations when makingwas advised by Farient. Farient is a nationally recognized executive compensation decisions. FWCconsulting firm that is independent of the Company’s management and reportsreported directly to the Committee. FWC representatives attended all meetings ofWhen making executive compensation decisions, the Committee in 2020. Our CEOconsidered the advice and our Executive Chair arerecommendations of Farient. Named executive officers were not present during Committee and FWCFarient discussions about their respectiveown compensation. Also, FWCIn 2024, the Committee retained and is advised by Meridian Compensation Partners.
The independent compensation consultant has an important role in our compensation program and provides objective, expert analyses, independent advice, and comparative data on executive and director compensation. The independent compensation consultant reports
on CEO and Executive Chair compensation are not shared with these officers. For more about FWC’s role as advisordirectly to the Committee,
seewhich is responsible for the
Compensationappointment, compensation, retention, and Human Resourceoversight of the work performed by the compensation consultant. A senior representative of the compensation consultant generally attends Committee section above.NCR CORPORATION | 2021 Proxy Statement | 46
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|
2020 Compensation Pay Mix |
The portion meetings, participates in executive sessions of performance-based “at risk” compensation increasesthe Committee without management present, and communicates directly with an executive’s role and responsibility within the Company, ensuring that our senior executives are held accountable to our stockholders. Consistent with our pay for performance philosophy, a very significant portionCommittee members outside of our CEO’s 2020 target total pay, 95%, is directly linked to the performance of the Company through quantitative performance metrics and Net Promoter Score goals that support the strategy of the organization and are approved each year by the Committee. For our CEO, this percentage of 2020 target total pay includes unreduced 2020 base salary of $1 million, target 2020 Annual Incentive Plan award of $1.5 million, and target 2020 equity award values for all equity awards made under our Stock Plan in 2020 ($18,045 million, consisting of 2020 Premium-priced options, 2020 performance-based RSUs and 2020 performance share RSUs). The percentage of target total pay directly linked to the performance of the Company for our other named executives other than Mr. Oliver (based on the same pay elements noted for Mr. Hayford) averaged 91% for 2020. Mr. Oliver’s compensation was determined under his negotiated new hire agreement with the Company. Taking into account his sign-on equity awards and other new hire compensation, the percentage of his target total pay that is directly linked to the performance of the Company was 89% for 2020.
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|
2020 Target Total Direct Compensation Pay Mix |
NCR CORPORATION | 2021 Proxy Statement | 47
meetings.
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|
2020 Executive Compensation Program Details |
Base Salaries for 2020
We endeavor 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.
On April 4, 2020, as a swift response to the COVID-19 pandemic’s impact on the global economy, in order to preserve cash, improve short-term liquidity and enable the Company to retain employees, the Committee, at the request of Mr. Hayford, reduced the base salaries of each of our named executive officers and all senior managers (excluding Mr. Oliver, who joined the Company in July 2020). Mr. Hayford’s (CEO) and Mr. Martire’s (Executive Chairman) base salaries were reduced to zero (except for amounts to cover their healthcare insurance premiums under broad-based employee benefit plans) for the remainder of 2020; Mr. Sullivan’s and Mr. Fernandez’s were reduced by 50%; and Mr. Button’s and Mr. Campbell’s were reduced by 20%. The base salaries of other Company senior managers were also reduced by amounts up to 20%. These base salary reductions were put into place for the remainder of 2020 for the foregoing named executives and certain senior managers.
2020 Base Salary Actions ($)
| | | | | | | | | | | | |
| | | | | |
Named Executive | | Effective Date of Most
Recent Base Salary
Action | | Base Salary
Prior to April 4,
2020 | | | Base Salary from April 4,
2020 through
December 31,
2020(1) | | | Rationale for Base Salary
Actions |
Michael Hayford | | April 4, 2020 | | $ | 1,000,000 | | | $ | 12,876 | | | Response to COVID-19 |
| | | | |
Owen Sullivan | | April 4, 2020 | | $ | 725,000 | | | $ | 362,500 | | | Response to COVID-19 |
| | | | |
Timothy Oliver | | July 13, 2020 | | | N/A | | | $ | 625,000 | | | New Hire – Competitive Position |
| | | | |
Adrian Button | | April 4, 2020 | | $ | 525,000 | | | $ | 420,000 | | | Response to COVID-19 |
| | | | |
Daniel Campbell | | April 4, 2020 | | $ | 575,000 | | | $ | 460,000 | | | Response to COVID-19 |
| | | | |
Andre Fernandez | | April 4, 2020 | | $ | 625,000 | | | $ | 312,500 | | | Response to COVID-19 |
(1) Mr. Oliver’s unreduced base salary pursuant to his negotiated new hire agreement with the Company is shown as of his 7/13/2020 hire date through December 31, 2020. Mr. Fernandez’s reduced salary continued through his October 1, 2020 date of separation from Company service.
As a result of this elimination of base salary after April 4, 2020, and the failure of the 2020 Annual Incentive Plan to fund due to the impact of the COVID-19 global pandemic, Mr. Hayford’s cash compensation for 2020 was $317,102.
NCR CORPORATION | 2021 Proxy Statement | 48
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Annual Incentives for 2020 |
Annual Incentive Plan Opportunity for 2020
In 2020, our named executives participated in the 2020 Annual Incentive Plan established pursuant to the Second Amended and Restated NCR Management Incentive Plan (MIP). The 2020 Annual Incentive Plan is an annual short-term cash incentive plan designed to support NCR’s strategic business objectives, promote the attainment of our 2020 NCR Financial Plan, reward achievement of organizational objectives and effective collaboration across teams.
At the beginning of the performance year, the Committee establishes an annual target bonus for each named executive as a percentage of base salary. The target opportunities for our named executives in 2020 did not change from 2019, except for Mr. Button (whose 2019 opportunity was 110%) and Mr. Oliver (who joined NCR in July 2020). The target bonus opportunities were applied to the salary levels in place prior to the reductions described above:
2020 Annual Incentive Plan Target Opportunity
(% of Base Salary)
| | |
| |
Named Executive | | Target Bonus |
| |
Michael Hayford
| | 150% |
| |
Owen Sullivan
| | 150% |
| |
Timothy Oliver
| | 150% |
| |
Adrian Button
| | 125% |
| |
Daniel Campbell
| | 110% |
| |
Andre Fernandez
| | 125% |
For all named executives, the maximum potential payout is limited to two times their target annual incentive.
Calculating Annual Incentive Awards
Awards under our 2020 Annual Incentive Plan are determined by the achievement of corporate and strategic goals that tie payouts directly to key measures of our overall business performance:
| • | | Corporate Objectives which are selected based on the key drivers and indicators of our corporate success. For 2020 these goals were Adjusted EBITDA and Net Promoter Score (the “Corporate Objectives”); and
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| • | | Business Objectives which is a percentage modifier based on each named executive officer’s achievement of corporate goals and/or business unit performance goals for which they are responsible (each, a “Business Unit Performance Modifier”). For 2020, only the compensation of Mr. Button and Mr. Campbell was subject to a separate Business Unit Performance Modifier, which was based on results for the business units they respectively lead. For all other named executives, performance was measured solely against the Corporate Objectives given the impact their respective roles have on the achievement of these goals and the importance of such goals to our business.
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NCR CORPORATION | 2021 Proxy Statement | 49
The calculation of 2020 Annual Incentive Plan awards includes the Corporate Objectives and the Business Unit Performance Modifier (where applicable) as follows:
Calculation of Total 2020 Annual Incentive Plan Bonus
| | | | | | | | | | | | |
| | | | | | |
Bonus Target
(%)
| | X
| | Corporate
Objectives
(Range: 0% to 200%)
| | X
| | Modifier for Business
Unit Performance
Objectives
(Range: 0% to 200%)*
| | =
| | Final Bonus Payout (%) |
| | | | | | | | *For 2020, only applies to Mr. Button and Mr. Campbell. See further details in this section below. | | | | |
Setting Annual Incentive Targets
Each year the Committee sets rigorous performance targets for the Annual Incentive Plan, while providing meaningful value to our executives upon achieving performance goals. Some of the factors that are considered when setting performance targets include our corporate strategy, our annual financial plan, our performance history, the industry outlook and other factors.
Annual Incentive Plan Corporate Objectives for 2020
Each year the Committee establishes Corporate Objectives and weightings based on our strategic and business direction for the year as laid out in our annual NCR Financial Plan. For 2020, the Committee established the Corporate Objectives based on the following two metrics, which the Committee believes are the right metrics because they incentivize strong operational performance and customer satisfaction:
| | | | |
| | |
Adjusted EBITDA (80%)
| | and | | Net Promoter Score (20%)
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Adjusted EBITDA Corporate Objective
For 2020, the Committee established Adjusted EBITDA as 80% of the 2020 Annual Incentive Plan Corporate Objectives because it is:
| • | | one of our key business objectives - driving profitable growth by increasing revenue and controlling operating costs;
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| • | | simple to calculate and easily understood by both employees and stockholders;
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| • | | a measure we can track throughout the year; and
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| • | | a critical measure our investors use to assess our annual performance.
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Net Promoter Score Corporate Objective
The Committee established our Net Promoter Score as 20% of the 2020 Annual Incentive Plan Corporate Objectives due to the critical importance of customer retention, customer referrals, customer relationships and driving customer satisfaction in our business.
NCR CORPORATION | 2021 Proxy Statement | 50
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Corporate Objectives – Definitions and Impacts |
The 2020 Annual Incentive Plan Corporate Objectives, including the definitions and impact of each, are shown in this chart:
2020 Annual Incentive Plan – Corporate Objectives
| | | | | | |
| | | |
Objective | | Definition / Calculation | | Impact on
NCR Results | | Impact on Our Behavior |
| | | |
Adjusted EBITDA(1) | | EBITDA is defined as earnings before interest, taxes, depreciation and amortization. NCR determines Adjusted EBITDA based on its GAAP net income (loss) from continuing operations attributable to NCR plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus other income (expense); plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles, restructuring charges, among others.
| | Profit (Loss) on our Income Statement (non-GAAP). | | Management uses this metric to understand and evaluate our performance and make operating decisions that impact our shareholders. |
| | | |
Net Promoter Score | | Net Promoter Score is a key measure of our customers’ overall perception of our brand. We calculate our Net Promoter Score by determining our average results under a semi-annual survey of customers conducted by an independent third party.
| | Net promoter score is a measurement of customer experience and is an indicator of business growth.
| | Management uses this metric to gauge our customer satisfaction. |
(1) Adjusted EBITDA is a non-GAAP measure. Net income from continuing operations attributable to NCR is the most directly comparable GAAP measure.
As described in the Supplementary Non-GAAP Information section, NCR management uses Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) because it provides useful information to investors as an indicator of strength and performance of the Company’s ongoing business operations, including funding discretionary spending such as capital expenditures, strategic acquisitions and other investments.
We exclude the impact of the items described above from our Adjusted EBITDA Corporate Objective because they do not relate directly to a named executive’s performance or the Company’s operational success.
2020 Annual Incentive Plan Corporate Objectives – 2020 Funding
The Committee approves threshold, target, and maximum funding levels for the Corporate Objectives which, if achieved, would result in preliminary funding of the Annual Incentive Plan bonus at 50%, 100%, and 200%, respectively. Awards are interpolated between these points. The threshold for a particular Corporate Objective must be achieved before any payment will be made with respect to it, and no payment will be made if the Adjusted EBITDA threshold Corporate Objective is not met.
NCR CORPORATION | 2021 Proxy Statement | 51
In no event can the 2020 funding exceed 200%. The maximum 2020 funding for achievement of the Corporate Objectives is 200%, which consists of Adjusted EBITDA maximum funding at 160% (80% weighting x 200%) plus Net Promoter Score maximum funding at 40% (20% weighting x 200%).
Performance results are determined on a constant currency basis to eliminate the impact of foreign currency fluctuations during the performance period, based on the same foreign exchange rates used to establish the Company’s 2020 financial plan, and exclude the impact of mergers and acquisitions.
| • | | Adjusted EBITDA Performance Target: The Committee established an Adjusted EBITDA Performance target of $1,084 million for 2020 (after constant currency adjustment and the impact of mergers and acquisitions); this represents a 2.5% increase over the Company’s Adjusted EBITDA results of $1,058M for 2019.
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| • | | Net Promoter Score Target: The Committee established a Net Promoter Score target for 2020 that was 22.2% greater than the Net Promoter Score for 2019.
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2020 Annual Incentive Plan Corporate Objectives – Funding Results
The coronavirus pandemic and government-imposed lockdowns and shelter in place orders had a significant impact on the Company’s financial performance. Although the 2020 Annual Incentive Plan Corporate Objectives were approved in February 2020, prior to the pandemic, the Committee decided not to change the 2020 Corporate Objectives.
The Adjusted EBITDA achieved for 2020 on a constant currency basis adjusted for the impact of mergers and acquisitions was $896 million which was below the threshold Adjusted EBITDA Corporate Objective of $976 million on a constant currency basis and adjusted to exclude the impact of mergers and acquisitions. This resulted in 0% funding for the Adjusted EBITDA Corporate Objective under the 2020 Annual Incentive Plan. The Net Promoter Score result for 2020 improved by a historic 100%, which exceeded the 2020 Net Promoter Score improvement target by 63.6%. However, the Net Promoter Score Corporate Objective did not apply since the Adjusted EBITDA threshold was not met. Thus, these performance results against our 2020 Annual Incentive Plan financial metrics resulted in an earned payout of 0% of target.
The 2020 Annual Incentive Plan objectives, results, earned payout and funded payout are shown in this Chart:
| | | | | | | | | | | | |
| 2020 Annual Incentive Plan Funding |
| | | | |
| | | | | Performance for Corporate Objectives | | | | |
| | | | | | |
Corporate Objectives | | Weighting | | Threshold (50% Funded) | | Target (100% Funded) | | Maximum (200% Funded) | | Performance Results | | Funding |
Adjusted EBITDA(1) | | 80% | | $976M | | $1,084M | | $1,301M | | $896M | | 0% |
| | | | | | |
Net Promoter Score | | 20% | | 11.1% Increase | | 22.2% Increase | | 122.2% Increase | | 100.0% Increase | | 0% |
| | | | | | |
Payout (% of Target) | | 100% | | — | | — | | — | | — | | 0% |
(1) The Adjusted EBITDA Corporate Objective is shown on a constant currency basis and neutral to the impact of mergers and acquisitions as determined appropriate by the Committee.
The coronavirus pandemic had a significant impact on the Company’s results. Although our 2020 Net Promoter Score was well above target, and Mr. Hayford and other named executives did achieve and exceed many of their 2020 individual objectives, the Committee certified that the Company’s 2020 Adjusted EBITDA did not meet the threshold performance goal established under the 2020 Annual Incentive Plan. Therefore, it was determined that no annual incentive awards would be paid to the CEO or any other named executives for 2020 in keeping with our pay-for-performance philosophy. Mr. Fernandez was not eligible to receive any 2020 Annual Incentive Plan award due to his October 2020 separation from service with the Company.
NCR CORPORATION | 2021 Proxy Statement | 52
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2020 Annual Incentive Plan – Targets, Results and Payouts |
2020 Annual Incentive Plan – Corporate Objectives Payouts:
For each named executive, annual incentive payouts are determined partially or fully based on the achievement of rigorous corporate goals.
The Committee’s establishment of challenging performance thresholds requires our named executives to achieve significant Adjusted EBITDA and Net Promoter Scores in order to receive any payout under the 2020 Annual Incentive Plan.
Since the individual performance of each of Mr. Hayford, Mr. Sullivan, and Mr. Oliver impacts NCR results at the corporate level given their Company roles, their performance was measured against the results on the 2020 Corporate Objective targets. Accordingly, based on 2020 performance achieved for the Adjusted EBITDA and Net Promoter Score metrics noted above, the bonus payout percentage for 2020 for each of Mr. Hayford, Mr. Sullivan, and Mr. Oliver was determined by the Committee to be zero. Though Mr. Button and Mr. Campbell were each subject to additional Business Unit Performance Modifiers as detailed further below, the bonus payout percentage for 2020 for each executive was also determined by the Committee to be zero as explained below. Mr. Fernandez received no bonus payout due to his October 2020 separation from service with the Company.
2020 Annual Incentive Plan - Payouts for Business Unit Modifier:
In addition to the Corporate Objectives, as noted above we may establish business unit performance objectives for each of our named executives. These performance objectives are assigned to our named executives based on their areas of influence, and/or on strategic initiatives that are critical for the Company’s achievement of its overall financial goals and stretch internal goals, as applicable. Based on the extent to which such a named executive satisfies his or her performance objectives, the Committee determines a Business Unit Performance Modifier that increases or decreases the preliminary bonus determined by the Corporate Objectives. The Business Unit Performance Modifier can range from 0% for poor performance to 200% for exceptional performance. For 2020, Mr. Button and Mr. Campbell were the only named executives with specific Business Unit oversight. Therefore, each of their annual incentive payouts is subject to a Business Unit Performance Modifier, calculated on the basis of results for the Global Sales and Product and Service Operations business units which they respectively lead. However, since the Adjusted EBITDA Corporate Objective was not met, business unit performance has no impact on the bonus calculation and the Business Unit Performance Modifier is not applicable.
NCR CORPORATION | 2021 Proxy Statement | 53
For 2020, Mr. Button’s Business Unit Performance Modifier objectives were:
| | | | | | | | |
| | |
| | | | 2020 Annual Incentive Plan –
Business Unit Performance
Modifier
|
| | | | | | | | |
| | | | |
Business Unit
Objectives
| | Weighting | | Threshold
(50% Payout)
| | Target
(100% Payout)
| | Maximum
(200% Payout)
|
| | | | |
Hardware/Services Revenue(1)
| | 60% | | $3,300M | | $3,667M | | $4,400M |
| | | | |
Controllable Hardware/Services Operating Income(1)
| | 40% | | $687M | | $763M | | $916M |
| | | | |
TOTAL
| | 100% | | — | | — | | — |
(1) The Hardware/Services Revenue and Controllable Operating Income objectives are shown on a constant currency basis as determined appropriate by the Committee.
For 2020, Mr. Campbell’s Business Unit Performance Modifier objectives were:
| | | | | | | | |
| | |
| | | | 2020 Annual Incentive Plan –
Business Unit Performance
Modifier
|
| | | | | | | | |
| | | | |
Business Unit
Objectives
| | Weighting | | Threshold
(50% Payout)
| | Target
(100% Payout)
| | Maximum
(200% Payout)
|
| | | | |
Adjusted EBITDA(1)
| | 60% | | $976M | | $1,084M | | $1,301M |
| | | | |
Individual Goals
| | 40% | | — | | — | | — |
| | | | |
TOTAL
| | 100% | | — | | — | | — |
(1) The Adjusted EBITDA objectives are shown on a constant currency basis as determined appropriate by the Committee.
2020 Annual Incentive Plan – Final Total Payouts
The total bonus payments approved for each named executive for the 2020 performance year were:
| | | | | | | | | | | | | | | | |
| | | | | |
| Named Executive | | Target Bonus(1) | | | Funded Payout
for Corporate
Objective
Results (% of Target) | | | Business Unit Performance Modifier(2) | | | Total Bonus Payout (After
Modifier) | |
Michael Hayford | | $ | 1,500,000 | | | | 0 | % | | | N/A | | | $ | 0 | |
| | | | | |
Owen Sullivan | | $ | 1,087,500 | | | | 0 | % | | | N/A | | | $ | 0 | |
Timothy Oliver | | $ | 432,693 | | | | 0 | % | | | N/A | | | $ | 0 | |
| | | | | |
Adrian Button | | $ | 616,875 | | | | 0 | % | | | N/A | | | $ | 0 | |
Daniel Campbell | | $ | 632,500 | | | | 0 | % | | | N/A | | | $ | 0 | |
| | | | | |
Andre Fernandez | | $ | 434,195 | | | | 0 | % | | | N/A | | | $ | 0 | (3) |
(1) Based on salary prior to salary reduction as a response to the COVID-19 pandemic for all named executives, except that the amount for Mr. Oliver who joined the Company in July 2020 is based on actual salary paid in 2020.
(2) Due to the Corporate Objective of Adjusted EBITDA not being achieved, business unit performance and the Business Unit Performance Modifiers for Mr. Button and Mr. Campbell are not applicable, and the remaining named executives do not have such modifiers as noted above.
(3) Mr. Fernandez did not receive a 2020 Annual Incentive Plan payout due to his October 2020 separation from service with the Company.
As a result of this non-funding, and the elimination of Mr. Hayford’s base salary after April 4, 2020, Mr. Hayford’s cash compensation for 2020 was $317,102.
NCR CORPORATION | 2021 Proxy Statement | 54
|
|
2021 Annual Incentive Plan |
For 2021, for all currently employed named executives with corporate oversight, which includes our CEO, the Annual Incentive Plan design will remain similar to the 2020 Annual Incentive Plan that was supported by our stockholders, except that new for 2021, ESG metrics have been incorporated into the plan as discussed above. The ESG metrics will function as a +/- 20% modifier under the Plan, with approximately half of this amount based on quantitative measures, and the remaining half based on qualitative progress toward achieving our ESG priorities. In addition, for named executives with specific business unit oversight, the annual incentive will be determined based 60% on achievement of financial performance metrics related to his or her business unit, and 40% on individual performance on key strategic goals in order to focus those executives on key business initiatives within their purview for the year that ultimately drive shareholder value creation.
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|
NCR Strategic Transformation Fitness Plan |
As part of the Company’s strategic multi-year goal to reach permanent EBITDA margin improvements and to shift to a recurring revenue business model, ultimately driving value creation for shareholders, the Committee established a one-time long-term strategic transformation compensation plan in 2019 (the “Fitness Plan”) pursuant to the MIP. The Fitness Plan was designed to drive acceleration of NCR’s strategic business transformation from a traditional hardware company to a technology services corporation through the achievement of sustainable business efficiencies and recurring annual EBITDA improvements. The Fitness Plan goals had to be achieved no later than December 31, 2021. Upon establishing the Fitness Plan, the Committee determined a target opportunity for each eligible named executive, as a percentage of the total pool that would be funded based on the Company meeting the financial objectives of the Fitness Plan. Payouts can be paid in cash or equity, per the discretion of the Committee.
Highlights
| • | | Included 55 senior executive and other participants with the maximum goal of achieving $150 million in recurring annual EBITDA run rate improvements.
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| • | | Recurring annual run rate improvements to EBITDA designed to generate meaningful sustained shareholder value estimated to be many times the total value of the awards earned by eligible participants under the Fitness Plan.
|
| • | | Results were tracked and verified by an independent, third-party multinational accounting firm.
|
| • | | After introducing three-year cliff vesting to other programs, the Fitness Plan also served as a bridge for a two-year gap with limited vesting of equity awards for the participants in the plan.
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| • | | Secondary cash savings goal of $250 million in 2020, in response to the uncertainty surrounding the COVID-19 pandemic.
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| • | | Achieved both cash savings in excess of $250 million and recurring annual EBITDA run rate improvements in excess of $150 million, thereby exceeding the maximum performance goals established by the Committee for the Fitness Plan.
|
| • | | One-time long-term strategic plan that expired after achieving significant results.
|
Delivered Results
The NCR Strategic Transformation Fitness Plan was calculated action taken by NCR to incentivize its executives to increase efficiencies and recurring annual EBITDA during a strategic business transformation, which in turn should significantly increase long-term shareholder value. The approach was a success: the Company delivered permanent improvements to NCR’s financial profile, such as:
| • | | NCR achieved significant cash savings in 2020 in excess of $250 million by creating efficiencies with procurement, capital spending, salary reductions, travel and contractor reductions.
|
NCR CORPORATION | 2021 Proxy Statement | 55
| • | | Recurring annual EBITDA run rate improvements in excess of $150 million allowed the Company to achieve significant cashflow improvements. These gains were achieved through optimizing the Company’s procurement, network, warehouse, logistics, workforce, transportation programs and travel.
|
Alignment with Short-Term and Long-Term Strategy
The NCR Strategic Transformation Fitness Plan was designed to drive change and efficiency while transitioning the Company to an NCR-as-a-Service corporation. The plan’s goal was to secure permanent, reoccurring annual improvements in EBITDA run rates and resulting shareholder value. However in 2020, the COVID-19 pandemic required an adjustment in the Company’s strategy to mitigate near-term challenges surrounding the global pandemic and corresponding economic crisis. The Fitness Plan was adjusted to include a new goal of achieving short-term cash savings in excess of $250 million in order to position the Company to withstand unpredictable economic conditions. With the extraordinary business environment of 2020, the Fitness Plan was an important factor to motivate and reward the achievement of short-term operational synergy and cash flow goals during a challenging time, while positioning NCR to achieve long-term strategic objectives. While this change drove significant cash savings in 2020, it did not impact awards under the plan as the Company exceeded the original $150 million recurring annual EBITDA target. The plan helped the Company’s short- and long-term goals in the following areas:
| • | | The $150 million of recurring annual run rate EBITDA will help acheive the goal of improving EBITDA margin.
|
| • | | All named executives participating in the plan earned awards solely in the form of RSUs that will vest on December 31, 2021, and with an additional one year holding period until December 31, 2022. No cash was paid for amounts earned by eligible named executives under the Fitness Plan. This approach ensures that executive interests are aligned with the Company’s performance and long-term shareholder value.
|
| • | | After introducing three-year cliff vesting to other programs, the Fitness Plan also served as a bridge for a two-year gap with limited vesting of equity awards for the participants of the plan.
|
| • | | The Fitness Plan played an important role during unprecedented times, providing short- to long-term goals and motivation for the senior management team.
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| • | | The Fitness Plan is complementary to the Company’s Annual Incentive and LTI plans, which contain metrics that strongly align executive pay and performance.
|
| • | | This extraordinary multi-year plan served its purpose and was terminated in 2021.
|
| | | | |
NCR Strategic Transformation Fitness Plan Target Opportunity
(As a % of the Total Funded Pool)
| |
| |
Named
Executive
| | Fitness Plan
Target
| |
Michael Hayford
| | | 17.5
| %
|
Owen Sullivan
| | | 10.2
| %
|
Timothy Oliver
| | | 5.0
| %
|
��
Adrian Button
| | | 4.0
| %
|
Daniel Campbell
| | | 2.0
| %
|
The initial target goal of the Fitness Plan was the achievement of $100M - $150M of recurring annual impact to EBITDA during the performance period beginning in 2019 and ending no later than December 31st, 2021. Early in 2020, as a response to the impact of the global pandemic, the Committee updated the Fitness Plan
NCR CORPORATION | 2021 Proxy Statement | 56
with the addition of a cash savings target of $200M - $250M for 2020 (the remainder of the previously approved plan would stay focused on recurring annual EBITDA run rate improvements). While this change drove significant cash savings in 2020, it did not impact awards under the plan as the Company exceeded the original $150 million recurring annual EBITDA target.
Within the extraordinary business environment of 2020, the Fitness Plan was an important factor to motivate and reward achievement of short-term operational synergy goals and recurring earnings improvements, positioning NCR to achieve short-term objectives through a challenging time as well as broader transformational objectives and long-term strategy. The Fitness Plan led to improvements in the Company’s financial profile including significant cash savings and recurring annual improvements to EBITDA run rates. The Company achieved greater than $150M of recurring annual EBITDA run rate improvements and greater than $250M of cash savings, and accordingly, max funding, as detailed in the table below. These improvements, savings and results were tracked and then verified by an independent third-party multinational accounting firm, and reported to the Committee for consideration in determining the performance results achieved under the Fitness Plan.
| | | | | | | | | | | | |
| | | | |
Performance
Objectives
| | Threshold
| | | Target
| | | Fitness Plan
Results | | Fitness Plan
Funding |
Recurring
Annual EBITDA
| | $ | 100.00M | | | $ | 150.00M | | | > $150.00M | | 100% of Max |
Cash Savings
| | $ | 210.00M | | | $ | 250.00M | | | >$250.00M | | 100% of Max |
Funded Pool
| | | $38.00M | | | $ | 56.25M | | | — | | $56.25M |
NCR Strategic Transformation Fitness Plan – Final Earned Awards
The total NCR Strategic Transformation Fitness Plan earned award value approved by the Committee for eligible named executives was $21,731,250. No cash was paid to the named executives for these awards.
Consistent with the Company focus on preserving cash and improving liquidity, and in order to incentivize NCR stock price appreciation and enhance retention, the Committee determined to settle all Fitness Plan awards earned by eligible named executives solely in the form of RSU awards under our Stock Plan. These awards vest 100% on December 31, 2021 and remain subject to a one-year restriction period following vesting during which the underlying shares may not be sold or otherwise alienated.
| | | | | | |
| | | | |
Named Executive Officer | | Fitness Plan Target (as a % of Total Funded Pool) | | Total Funded Pool | | Total Earned
Award Value |
Michael Hayford | | 17.5% | | $56.25M | | $9,843,750 |
Owen Sullivan | | 10.2% | | $56.25M | | $5,700,000 |
Timothy Oliver | | 5.0% | | $56.25M | | $2,812,500 |
Adrian Button | | 4.0% | | $56.25M | | $2,250,000 |
Daniel Campbell | | 2.0% | | $56.25M | | $1,125,000 |
Andre Fernandez | | 5.0% | | $56.25M | | $ 0(1) |
(1) Mr. Fernandez was not eligible to receive any Fitness Plan award due to his October 1, 2020 separation from service with the Company.
With permanent improvements to recurring annual EBITDA run rates in excess of $150 million and cash savings in excess of $250 million during a time of uncertainty, the total award value earned by eligible participants under the NCR Strategic Transformation Fitness Plan should represent a small percentage of the shareholder value such improvements could create.
The NCR Strategic Transformation Fitness Plan served its purpose and was terminated in 2021.
NCR CORPORATION | 2021 Proxy Statement | 57
|
|
2020 Long-Term Incentives |
Our Long-Term Incentive Program directly aligns a large portion of the total compensation of our named executives with Company performance and changes in stockholder value. In February 2020, the Committee approved the 2020 annual LTI awards under our Stock Plan of which 100% were performance-based for all named executives, except for Mr. Oliver who joined the Company in July 2020. Such awards consisted of 35% performance-based RSUs, and 65% nonqualified Premium-priced stock options with a 115% price premium. The Premium-priced options further increase management alignment with stockholder long-term interests with this rigorous 115% price premium. Our award mix reflects input from our stockholders supporting options, and their expressed preference to see a greater proportion of our annual long-term incentives granted as performance-based equity (compared to our 2019 program). Mr. Oliver received sign-on 2020 LTI awards under his negotiated new hire agreement with an award mix and terms described further below.
We generally use equity awards in our LTI Program to create commonality of interests with stockholders and to help attract and manage our ability to retain our key executives. These awards also provide a good balance for our executives and protection for our stockholders, because wealth creation can be realized by an executive only upon achievement of performance goals, service-based milestones and/or long-term Company stock price performance.
|
|
2020 Annual LTI Equity Awards - Key Features |
The key features of 2020 annual LTI equity awards are:
Performance-Based RSUs (35% of Target 2020 award) with a three-year performance period from January 1, 2020 through December 31, 2022 were awarded to all named executives in February 2020 as a direct response to stockholder feedback, except for Mr. Oliver who received sign-on equity awards under his negotiated new hire agreement when he joined NCR in July 2020. The final earned award can range from 0% to 200% of the target units, based on the Company’s achievement of the 2020 LTI performance metrics of LTI Recurring Revenue (50% weighting) and LTI EBITDA (50% weighting). Units earned from achieving these performance goals will cliff vest on the third anniversary of the grant date, so long as the executive continues Company service through that date. The maximum share payout is capped at 200% of target. If performance for both metrics falls below the thresholds noted below, the entire award is forfeited. Under Mr. Oliver’s agreement, on August 1, 2020 he received a grant of sign-on time-based RSUs comprising 50% of his sign-on 2020 LTI award mix. These RSUs vest 1/3 on each anniversary of the grant date, generally subject to his continued Company service through the vesting dates.
Premium-Priced Stock Options (65% of Target 2020 award) were awarded to all named executives as nonqualified options with premium exercise price equal to 115% of the closing market price of NCR common stock on the February 2020 grant date, except for Mr. Oliver who received sign-on equity awards under his negotiated new hire agreement. Mr. Oliver was awarded sign-on Premium-priced options with a premium exercise price equal to 110% of the closing market price of NCR common stock on his August 1, 2020 grant date. For Mr. Oliver, this award comprised 50% of his sign-on 2020 LTI award mix. Awards for all named executives have a three-year restriction period and vest 1/3 on each anniversary of the grant date, generally subject to continued Company service through the vesting dates.
Special Vesting Rules provide that early vesting can occur only if employment ends because of death, disability or other limited reasons described in the Potential Payments Upon Termination or Change in Control section below.
The number of RSUs for an award is determined by converting the Committee approved award value to shares based on the grant date closing price of our common stock. The number of stock options for an award is determined using the Committee approved award value and the Monte-Carlo simulation valuation method.
NCR CORPORATION | 2021 Proxy Statement | 58
|
|
2020 Performance-Based RSUs – Performance Metrics
|
For 2020, 35% of our annual LTI equity awards for named executives consisted of performance-based RSUs, other than Mr. Oliver as noted above. The performance metrics for these awards, which are independently weighted, were:
LTI Recurring Revenue (50% weighting):
| | |
How we define this metric
| | LTI Recurring Revenue equals recurring revenue for the Company, adjusted to eliminate the impact of foreign currency during the performance period and exclude the impact of mergers and acquisitions.
|
Why we use this metric
| | LTI Recurring Revenue continues to be an important indicator of our strategic execution and is foundational to our long-term success. Stockholders expressed support for continuing to include a revenue metric in the LTI award.
|
LTI EBITDA (50% weighting):
| | |
How we define this metric
| | LTI EBITDA equals Adjusted EBITDA for the Company, further adjusted to eliminate the impact of foreign currency during the performance period, exclude the impact of mergers and acquisitions, and eliminate the net impact of the shift to recurring revenue by treating all new contracts as if they would have been accounted for as revenue upfront during the year of signing in accordance with prior practice versus the amount to be recognized during the year of signing on a recurring revenue basis.
|
Why we use this metric
| | Earnings is a key measure of our overall financial performance and profitability. Stockholders expressed support for the inclusion of an earnings-related goal in the LTI award.
|
Setting Long-Term Incentive Targets:
At the time we set targets for the 2020 LTI Program metrics, a key component of NCR’s long-term strategy and Company transformation was the shift from selling perpetual software licenses, for which we record revenue and margin upfront, to term and subscription licenses with respect to which we record revenue and margin over time. In implementing this shift, NCR’s leadership team and Board understood that, while we expected that in the longer-term this would significantly accelerate our growth, in the near-term this would have a dampening effect on our revenue and margins. The Company has reflected this expectation in our public guidance and messaging to our investors.
Therefore, in setting targets for the 2020 Annual Long-Term Incentive program metrics for performance-based RSUs awarded in early 2020, the Committee determined to set targets that were in-line with our expectations for business performance for 2020 within the context of this expected near-term dampening effect of our strategic shift on our results. The Committee thus set targets for these metrics in line with our 2019 results, as this would require underlying growth of our business to offset the dampening effect from shifting to subscription-based revenue.
NCR CORPORATION | 2021 Proxy Statement | 59
Accordingly, the Committee set the following targets for our LTI Program metrics for our February 2020 performance-based RSU awards:(1)
| | | | |
| | |
LTI Recurring Revenue
(50% weighting)
| | LTI EBITDA
(50% Weighting)
| | Percent of Target |
$3,571M | | $1,199M | | 200% of target |
$3,246M | | $1,090M | | 100% of target |
$2,921M | | $ 981M | | 50% of target |
(1) The LTI Recurring Revenue and LTI EBITDA objectives are shown on a constant currency basis and adjusted to eliminate the impact of mergers and acquisitions as determined appropriate by the Committee. LTI EBITDA shall further be adjusted to eliminate the net impact of the shift to recurring revenue by treating all new contracts as if they would have been accounted for as revenue upfront during the year of signing in accordance with prior practice versus the amount to be recognized during the year of signing on a recurring revenue basis. Performance between these goal levels will be interpolated on a linear basis, with payout capped at 200% of target.
|
|
Annual LTI Program – February 2020 Equity Award Values
|
This Chart shows the 2020 total annual LTI equity award values approved by the Committee during the February award cycle for all named executives, except for Mr. Oliver whose values were approved when he joined the Company in July 2020:
| | | | | | | | | | | | | | | |
| | | | |
| Named Executive | | Premium-Priced
Stock Options | | Performance-
Based RSUs(1) | | Total 2020
Annual LTI
Award Value(2) |
Michael Hayford | | | $ | 7,150,000 | | | | $ | 3,850,004 | | | | $ | 11,000,004 | |
Owen Sullivan | | | $ | 4,290,001 | | | | $ | 2,310,003 | | | | $ | 6,600,004 | |
Timothy Oliver | | | $ | 1,999,999 | | | | $ | 2,000,005 | | | | $ | 4,000,004 | |
Adrian Button | | | $ | 1,624,997 | | | | $ | 875,001 | | | | $ | 2,499,998 | |
Daniel Campbell | | | $ | 1,624,997 | | | | $ | 875,001 | | | | $ | 2,499,998 | |
Andre Fernandez | | | $ | 2,599,999 | (3) | | | $ | 1,400,002 | (3) | | | $ | 4,000,001 | (3) |
(1) This column shows performance-based RSUs for all named executives made during our early 2020 annual LTI award cycle, except that with respect to Mr. Oliver, who did not receive performance-based RSUs in 2020, this column shows his 2020 sign-on time-based RSUs awarded on August 1, 2020 pursuant to his negotiated new hire agreement with the Company.
(2) Represents the grant date fair value of the RSUs and Premium-priced stock options, as shown in the Grants of Plan-Based Awards –2020 Table.
(3) Due to his separation from Company service on October 1, 2020, Mr. Fernandez forfeited 220,807 of his 2020 Premium-priced options (amounting to $1,733,335 of the grant date value shown in this Table) and 33,135 of his 2020 performance-based RSUs (amounting to $1,102,401 of the grant date value shown in this Table) in accordance with the terms of his 2020 equity award agreements together with his Employment Agreement with the Company dated August 27, 2018 and his Separation Agreement with the Company dated July 8, 2020. For more details about Mr. Fernandez’s agreements, see the Employment Agreement with Our Former Chief Financial Officer section and the Separation Agreement with Our Former Chief Financial Officer section below.
As noted above, due to the impact of the global pandemic, year one performance for these three-year cliff vesting awards came in at 64.2% of target. The Committee did not modify the performance targets for these awards or otherwise adjust the foregoing equity awards made in early 2020.
|
|
One-Time Performance Share RSU Grant
|
NCR’s 2020 annual LTI Awards were granted prior to the pandemic, on February 12, 2020. The performance metric targets for the 2020 performance-based RSUs and the 115% premium on the 2020 Premium-priced options were approved by the Committee prior to the onset of the COVID-19 pandemic for all named executives, except Mr. Oliver as noted below.
NCR CORPORATION | 2021 Proxy Statement | 60
As the pandemic and resulting global uncertainty continued to significantly impact our 2020 performance, the Compensation Committee continuously evaluated the appropriate actions to ensure key executives and employees remained motivated to continue to accelerate our NCR-as-a-Service strategic business transformation.
Due to the impact of the pandemic on our stock price, which underpins a significant portion of our executive and employee incentives, the Committee weighed the strategy of taking no action against the need to adjust the broad-based compensation structure.
The Committee took into the consideration that our stock price dropped to a 10-year low within weeks of executives having received Premium-priced options as part of 2020 performance equity incentives. In addition, the Committee recognized that the pandemic had heightened the likelihood that there would be no bonuses under the 2020 Annual Incentive Plan. The Committee believed this significant impairment of incentive value was a risk to shareholder value, as the retention and motivation of our leadership team during a challenging time was crucial for the following reasons:
• | | Successfully Changing Our Revenue Model: Leadership is still in the process of a strategic business transformation of NCR from a hardware provider to a software provider with a recurring revenue model.
|
• | | Improved Culture: In the past, NCR has had higher attrition and turnover than would be preferred, in part due to non-funding of annual and long-term incentives. Under the current leadership team, this turnover has decreased significantly, and overall Company culture has seen improvements.
|
• | | Prevent Recruitment From Adjacent Industries: While the COVID-19 pandemic and the ensuing uncertainty impacted NCR’s business model, some companies in adjacent industries actually benefited from the pandemic due to the nature of their business models.
|
Hence, the Committee believed that retention of our leadership team needed to remain a high priority, especially with existing incentives largely having lost retention and incentive value. At the end of the second quarter of our fiscal year, the Committee determined that given the vast majority of executive compensation was at-risk and linked to stock price, it was imperative to take action to ensure that executives remain motivated to continue to execute our multi-year strategic business transformation.
The Committee decided that adjusting cash compensation or existing incentives was not in the best interests of the Company or its long-term stockholders. Hence, even with the uncertainty of future stock price movements, the Committee agreed that any one-time grants should be denominated in long-vesting stock, ideally with a stock performance orientation.
Accordingly, on July 1, 2020, the Committee approved a one-time Performance Share RSU grant to 420 eligible key executives and employees, thereby balancing the motivation and retention of our leadership team during this challenging time with the commitment to performance-based equity incentives. Further, denominating the awards in equity conserved cash and ensured the further alignment of executives’ interests with those of long-term stockholders.
The key features of this one-time grant include an eighteen-month performance period from July 1, 2020 through December 31, 2021. The target number of performance share RSUs is determined by converting the Committee approved award value to shares based on the grant date (July 1, 2020) closing price of our common stock. The final earned award can range from 0% to 200% of the target units, and will be determined by taking the target performance share RSUs and multiplying by the stock price multiplier, which is defined as the closing market price of NCR common stock on December 31, 2021, divided by the closing market price on the Grant Date. Vesting will be 50% in 18 months on December 31, 2021, and 50% in 30 months on December 31, 2022, generally subject to the executive’s continued Company service through the vesting dates.
NCR CORPORATION | 2021 Proxy Statement | 61
This Chart shows the number of one-time performance share RSUs granted by the Committee to our named executives in 2020.
| | | | | |
| |
Named Executive | | Performance Share RSUs |
Michael Hayford
| | | | 324,101 | |
Owen Sullivan
| | | | 194,461 | |
Timothy Oliver
| | | | 0 | (1) |
Adrian Button
| | | | 73,659 | |
Daniel Campbell
| | | | 73,659 | |
Andre Fernandez
| | | | 0 | (2) |
(1) Mr. Oliver joined NCR in July 2020 and did not receive a performance share RSU grant.
(2) Due to his expected transition to the position of Senior Advisor effective in July 2020, Mr. Fernandez did not receive a performance share RSU grant.
|
|
2021 LTI Program – Performance-Based RSUs and Performance Share RSUs
|
2021 LTI Program – For 2021, for all currently employed named executives the Committee determined to provide a mix of 60% performance-based RSUs with the same performance metrics as in 2020, and 40% performance share RSUs in which the final payout will be determined based on achievement of an NCR stock price appreciation goal by the end of the performance period. Performance-based RSU awards have a 3-year performance period (2021-2023), and cliff-vest 100% at the end of that period. For performance share RSUs, the stock price appreciation goal must be achieved by December 31, 2022, with vesting to occur 50% in 22 months on December 31, 2022, and 50% in 34 months on December 31, 2023. Vesting for both types of RSU awards is generally subject to continued Company service through the vesting dates. These changes to our 2021 LTI Program are responsive to and/or consistent with stockholder feedback, and are designed to drive strong long-term performance on key goals and tightly link our executives’ pay with our stockholders’ experience.
|
|
Our Process for Establishing 2020 Compensation |
Our Committee has the sole authority to establish compensation levels for our named executives. When making compensation decisions, the Committee carefully examines:
| • | | External Market Analysis – Peer Group and Survey Data – including reports by the Committee’s independent compensation consultant on peer group member pay data and external market surveys;
|
| • | | Internal Compensation Analysis – Tally Sheets and Internal Equity – including management reports on comparable internal compensation levels and compensation history; and
|
| • | | Recommendations – from certain members of management concerning compensation for named executives in the limited circumstances noted below.
|
|
|
External Market Analysis – Peer Group and Survey Data |
In general, the Committee considers the median of the peer group data described below when establishing base salary, annual incentive and long-term incentive opportunities. The Committee retains the flexibility to make adjustments to respond to market conditions, promotions, individual performance and internal equity. The Committee also reviews broad-based survey data prepared by its independent compensation consultant and considers key business decisions that can impact compensation.
NCR CORPORATION | 2021 Proxy Statement | 62
Compensation Peer Group Selection
The Committee reviews the Company’s compensation peer group annually with its independent compensation consultant and makes changes to the group,
toas needed. This review includes ensuring the
extent determined appropriate based on changes in peer business attributes. The consultant then produces for the Committee’s review an independent analysis of the cash and equity compensation for the five highest compensated executives at each company within the final peer group, and a comparison of our similarly ranked named executives to the 25th, 50th and 75th percentilessuitability of the peer
group. The analysis also includes comprehensive modelinggroup for gauging the competitiveness of
long-term incentive costsour pay levels and
resulting levels of stockholder value transfer and dilution, which the Committee considers when developing the aggregate annual budget for equity compensation awards.practices. The unique combination of industries represented by our core business model creates challenges in identifying comparable companies for executive compensation analysis. We select our peer group by examining other companies in terms of industry, size and recruiting in our GICS (Global Industry Classification Standard) industry group that are in the software and services or technology hardware industries and are of reasonably similar size based primarily on annual revenues, market capitalization, operating income and enterprise value. In addition, we look at variances to these metrics based on unique circumstances.revenues. We also consider other companies outside our GICS industry group where we compete for talent.
Final 2020
2023 Pre Spin-Off Peer
GroupGroup. The Committee carefully reviewed our prior2023 peer group, and with the advice of its independent compensation consultant, made thesethe following changes to our 2019peers from 2022: added DXC, Euronet, JH & Associates, Insight, Palo Alto, Zebra; removed: Black Knight, Citrix Systems, Intuit, Juniper Networks, Keysight Technologies, Gen Digital, Paychex, Seagate Technology, ServiceNow and Western Digital. The Committee determined changes were needed to ensure the peer group for purposesmore accurately aligned with the size of benchmarking our 2020 executive compensation program:
| • | | Adobe Systems, Salesforce, and VMware were removed due to their relatively higher market capitalization and because they do not compete directly with the company for business, executive talent or invested capital;
|
| • | | First Data was removed due to acquisition; and
|
| • | | Global Payments, Paychex, Black Knight, Sabre, and ACI Worldwide were added as they are software/services companies and better align with the continuing shift of NCR’s profile towards software/services.
|
After these changes, our final 2020organization, business model criteria, and to remove certain peers since they were the subject of acquisition transactions. The peer group consistedshown below as “2023 Pre Spin-Off Peer Group” in the table below was utilized by the Committee as one element of making determinations on 2023 compensation for the following companies:
| | | | |
| | |
ACI Worldwide
Black Knight
Citrix Systems
Diebold Nixdorf
Fidelity Info Services
Fiserv
| | Global Payments
Intuit
Juniper Networks
Keysight Technologies
NetApp
NortonLifeLock (formerly Symantec)
| | Paychex
Sabre
Seagate
Service Now
Western Digital
Xerox
|
External Market Surveys
TheDeparted Executives.
2023 Post Spin-Off Peer Group. Similar to earlier in the year, the Committee carefully reviewed a comprehensive analysisthe 2023 peer group post spin, and assessment prepared bywith the advice of its independent compensation consultant which showedupdated the competitive positionpeer group. The Committee retained the following peers: ACI Worldwide,
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
Insight, Jack Henry & Associates, Sabre, Zebra and added Go Daddy, Paysafe, Shift4 Payments, Toast, and TTEC. These changes were made to reflect the respective business model and size of the organization post spin. The peer group shown in the table below as “2023 Post Spin-Off Peer Group” was utilized by the Committee as one element of making determinations on 2023 compensation for Mr. Wilkinson, Mr. Webb-Walsh, Mr. Schoch, Ms. Sterrett and Ms. Moyer.
2023 Compensation Program The following table sets forth the key elements of our named2023 NEO compensation programs:
| | Base Salary | | | • Fixed cash compensation reflective of the market for similar positions as well as individual skill, abilities and performance
• Reviewed and adjusted to maintain market competitiveness
• Increases are not automatic or guaranteed |
| | Annual Incentive Plan | | | • Variable cash compensation designed to reward performance in the prior year
• Rewards short-term performance based on company and operating financial measures (EBITDA and Revenue) as well as non-financial metrics (Net Promoter Score) |
| | Long-Term Incentive Program | | | • Rewards long-term performance, drives long-term growth, aligns interest with stockholders, and promotes a culture of ownership and accountability
• Awarded in the form of Performance Based Restricted Stock Units (PBRSUs) |
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.
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
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 levels comparedtarget 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 marketplace using a combinationPreview of proxy data from our peer group,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 generalthe payouts earned and funded under the program for our Named Executive Officers.
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the 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:
| | David Wilkinson | | | $800,000 | |
| | Brian Webb-Walsh | | | $550,000 | |
| | Eric Schoch | | | $500,000 | |
| | Kelli Sterrett | | | $500,000 | |
| | Kelly Moyer | | | $320,000 | |
| | Mike Hayford | | | $1,000,000 | |
| | Tim Oliver | | | $625,000 | |
| | Don Layden | | | $600,000 | |
| | Owen Sullivan | | | $825,000 | |
(1)
| For Mr. Wilkinson, Mr. Schoch and Ms. Moyer, the above sets forth each executive’s base salary as in effect following the Spin-Off. |
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 data providedpay ranges and positioning within the senior leadership team. The 2023 target AIP opportunities for our NEOs are outlined below:
| | David Wilkinson | | | 150% | |
| | Brian Webb-Walsh | | | 100% | |
| | Eric Schoch | | | 100% | |
| | Kelli Sterrett | | | 70% | |
| | Kelly Moyer | | | 45% | |
| | Mike Hayford | | | 150% | |
| | Tim Oliver | | | 150% | |
| | Don Layden | | | 150% | |
| | Owen Sullivan | | | 150% | |
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
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 Company. Market survey data includes surveys concentratedCommittee.
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
companies in both generalForm 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
high-tech industries, which encompassesthe calculation of the 2023 annual incentive payout was adjusted downward. Under the Company’s
competitors and non-competitors.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 broad-based surveys give the Committee access to market data for numerousNCR CORPORATION | 2021 Proxy Statement | 63
companies under a consistent methodology to assist our understanding of market trends and practices. The market surveys used were:
| • | | Towers Watson General Industry Executive Compensation Survey – U.S., including data on corporate-wide roles for companies with global revenue of $6-10 billion, and data for other roles for companies with appropriate group/division size based on revenue.
|
| • | | Towers Watson High Tech Executive Compensation Survey – U.S., including data for companies with appropriate unit size based on revenue.
|
| • | | Radford Global Technology Survey – Global, including data for companies with appropriate group/division size based on revenue.
|
The Committee considers market median levels when setting compensation, but retains flexibility to set compensation above or below the median based on individual considerations. When setting 2020 compensation levels amount recovered from each affected Departed Executive was $129,000 for Mr. Hayford, and $106,425 for Mr. Sullivan,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
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
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.
| | AIP EBITDA | | | 60% | | | $966M | | | $1,062M | | | $1,169M | | | $1,079M | | | 69.5% | | | 123.4%
(calculated on
a 9-month
basis) | |
| | AIP Revenue | | | 30% | | | $5,694M | | | $5,870M | | | $6,047M | | | $5,893M | | | 33.9% | |
| | NPS | | | 10% | | | 48 | | | 53 | | | >56 | | | 61 | | | 20% | |
(1)
| The AIP EBITDA and AIP Revenue objectives are shown after the revisions to the Company’s financial statements for interim periods in 2023, constant currency and other Committee approved adjustments noted with respect to the definition of this metric in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section. |
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, and Mr. Fernandez,after implementation of the compensation clawback described above, received AIP payouts in accordance with that achievement. For the current NEOs, the Committee considered our peer group’sutilized its discretion to apply a downward adjustment and approved payouts for current NEOs, as well as other members of the executive compensation data. Forteam 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. Button and Mr. Campbell,Oliver, the Committee considered both our peer group’sCompany’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.
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The table below shows the 2023 AIP funded annual incentive awards paid to each named executive
compensation data and general market survey data for similar positions, weighted at 50% and 50% respectively.officer: | | David Wilkinson | | | $1,200,000 | | | 100% of Target | | | $1,200,000 | |
| | Brian Webb-Walsh(2) | | | $253,151 | | | $253,151 | |
| | Eric Schoch(3) | | | $157,288 | | | $157,288 | |
| | Kelli Sterrett(2) | | | $146,712 | | | $146,712 | |
| | Kelly Moyer(4) | | | $128,948 | | | $128,948 | |
| | Mike Hayford | | | $1,500,000 | | | 123.4% of Target | | | $1,851,000 | |
| | Don Layden | | | $900,000 | | | $1,110,600 | |
| | Owen Sullivan | | | $1,237,500 | | | $1,527,075 | |
| | Tim Oliver | | | $937,500 | | | N/A | | | N/A | |
(1)
|
|
Internal Compensation Analysis – Tally Sheets and Internal EquityPerformance with respect to the Departed Executives is reported on an after-restatement basis. |
(2)
| Values prorated based on hire dates for Mr. Webb-Walsh on July 17, 2023 and Ms. Sterrett on August 1, 2023. |
(3)
| Values prorated based on promotion date for Mr. Schoch. A portion of his annual incentive payout was subtracted from his earned annual incentive for the 2023 performance plan year in relation to his transition from sales compensation to AIP. The total target incentive was $407,288. |
(4)
| Values prorated based on promotion date for Ms. Moyer on October 16, 2023. |
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Tally SheetsTABLE OF CONTENTS
At each regular Committee meeting considering compensation changes,
PROPOSAL 2 Say on Pay: Advisory Vote on the Committee reviews comprehensive internal tally sheets showingCompensation of the Named Executive Officers
Long-Term Incentive Program Our Long-Term Incentive Program (LTIP) directly aligns a large portion of the total compensation opportunity providedof 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 named executivesthree-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.
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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.
| | David Wilkinson | | | — | | | — | | | — | | | — | |
| | Brian Webb-Walsh | | | — | | | — | | | — | | | — | |
| | Eric Schoch | | | — | | | — | | | — | | | — | |
| | Kelli Sterrett | | | — | | | — | | | — | | | — | |
| | Kelly Moyer | | | — | | | — | | | — | | | — | |
| | Mike Hayford | | | $10,000,000 | | | $5,000,000 | | | $5,000,000 | | | $11,580,539 | |
| | Tim Oliver | | | $5,800,000 | | | $2,900,000 | | | $2,900,000 | | | $6,716,702 | |
| | Don Layden | | | $5,000,000 | | | $2,500,000 | | | $2,500,000 | | | $5,790,286 | |
| | Owen Sullivan | | | $6,000,000 | | | $3,000,000 | | | $3,000,000 | | | $6,948,338 | |
(1)
| This column shows the valuation of the Qualified Transaction RSUs (QT RSUs) and Total Shareholder Return RSUs (TSR RSUs) for all Named Executive Officers made in early 2023, as determined in accordance with FASB ASC Topic 718. TSR RSUs are valued using a Monte Carlo valuation, which simulates a distribution of stock prices for equity awards throughout the remaining performance period for the awards, based on certain assumptions of the Company’s common stock price behavior. QT RSUs are valued by applying the applicable stock price of the Company’s common stock on the grant date. The grant date fair value for the TSR RSU awards is $35.04. |
(2)
| Represents the grant date fair value of the QT RSUs and TSR RSUs and incremental expense with respect to the 2023 LTI awards, as shown in the Grants of Plan-Based Awards Table section of this proxy statement. |
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.
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2021 PBRSUs – Performance Achievement
The tally sheets allow2021 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.
| | Maximum (200% of target payout) | | | $3,709M | | | $1,118M | | | $4,903M | | | $1,529M | | | $3,872M | | | $1,135M | |
| | Target (100% of target payout) | | | $3,544M | | | $1,013M | | | $4,721M | | | $1,424M | | | $3,722M | | | $1,049M | |
| | Threshold (50% of target payout) | | | $3,377M | | | $907M | | | $4,539M | | | $1,318M | | | $3,585M | | | $978M | |
| | Actual | | | $3,572M | | | $1,095M | | | $4,741M | | | $1,381M | | | $3,796M | | | $1,094M | |
| | Annual Result (% of Target Payout)(2) | | | 147.4% | | | 95.3% | | | 150.5% (calculated based on 9-month basis) | |
| | Avg. of Annual Results | | | 131.1% | |
(1)
| The LTI Recurring Revenue and LTI EBITDA results are shown after constant currency and other Committee approved adjustments noted with respect to the applicable definition of these metrics in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables sections. |
(2)
| As noted above, in accordance with the EMA and as a result of the Spin-Off, achievement for the third year was calculated based on results for the 9-month period ended September 30, 2023 in lieu of the original performance period ended December 31, 2023 for the third year. |
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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.
| | Maximum (200% of target payout) | | | $5,192M | | | $1,564M | | | $3,861M | | | $1,118M | |
| | Target (100% of target payout) | | | $4,910M | | | $1,472M | | | $3,783M | | | $1,063M | |
| | Threshold (50% of target payout) | | | $4,645M | | | $1,377M | | | $3,646M | | | $1,001M | |
| | Actual | | | $4,818M | | | $1,380M | | | $3,796M | | | $1,094M | |
| | Annual Result (% of Target Payout)(2) | | | 67.2% | | | 136.3% (calculated based on
9-month basis) | |
| | Avg. of Annual Results | | | 101.7% | |
(1)
| The LTI Recurring Revenue and LTI EBITDA results are shown after constant currency and other Committee approved adjustments noted with respect to the applicable definition of these metrics in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables sections. |
(2)
| As noted above, in accordance with the EMA and as a result of the Spin-Off, achievement for the second year was calculated based on results for the 9 months ended September 30, 2023 in lieu of the original performance period of December 31, 2023 for the second year, and the third year was disregarded. |
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Preview of 2024 Compensation Program The Committee regularly reviews the design and effectiveness of the Company’s executive compensation design plan. Following the Spin-Off, the Committee,
to review the degree to which historic, current and projectedin consultation with its independent compensation
including unvested equity awards, supportconsultant, approved changes to the Company’s
executive compensation program for 2024 to continue to emphasize pay for
performance philosophy and retention objectives. The Committee uses the data in the tally sheets to assess actual and projected compensation levels. The tally sheets are also used to compare year-over-year compensation as part of the process of establishing competitive compensation levels for the following year.Internal Equity
The Committee also reviews internal reports on named executive base salaries and incentive plan targets compared to internal peers. To maintain a fair balance throughout the executive level at the Company, we strive for a level of consistency in compensation. Differences in compensation are based on degree of judgment associated with and the strategic nature of particular executive roles, as well as individual performance measured both quantitatively and qualitatively.
performance. | | Annual Incentive Plan | | | Metrics for 2024 Annual Incentive Plan:
• EBITDA at 50%
• Revenue at 30%
• Strategic Scorecard at 20% on total sites, payment sites, services and software revenue, and strategic cost reductions |
Recommendations |
In 2020, the Committee also considered recommendations from our CEO, Executive Chair, COO, and CHRO when establishing compensation levels for named executives other than the CEO and the Executive Chair. No member of management other than the Executive Chair participates in Committee discussions about CEO compensation. No member of management provides recommendations regarding his or her own compensation.
Long-Term Incentive Plan | | | Annual 2024 LTI Mix:
• 50% Performance Based Restricted Stock Units (PBRSUs) with 3-year cliff vesting
• 50% Time-Based Restricted Stock Units (RSUs) with 3-year pro-rata vesting |
| | | | | Metrics for 2024 PBRSUs:
• 50% of PSUs: Free Cash Flow Conversion
• 50% of PSUs: rTSR with Peer Group S&P 600 Information Technology |
Other Employee Benefits
| Refined Peer Group | | | Adopted a new peer group to account for business model and size of organization post Spin-Off |
Other Benefits and Perquisites
Like our other full-time salaried U.S. employees, the
named executivesNamed Executive Officers participate in
a variety ofour 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
and paid time-offbenefits help our workforce stay healthy, focused and productive.
NCR CORPORATION | 2021 Proxy Statement | 64
The named executivesDeparted Executives were, and certain of our current 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 named executives’executives officers’ total compensation, are intended to attract and retain highly qualified talent, minimize distractions from critical Company business and ensureprotect the health, safety and security of our key executives. These benefits are shown in our Perquisites Table and reported as “All Other Compensation” in our Summary Compensation Table.Table. They include financial counseling, executive medical exams, relocation benefits to certain of our NEOs and, with respect to Mr. Hayford, Mr. Sullivan, Mr. Oliver, and Mr. Oliver,Layden, certain personal use of corporate aircraft. The Committee prohibits all
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, employees.
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Agreements with Our Named Executives Officers
Our current Named Executive Officers have agreements with the Company that generally describe, among other things, their initial base salaries, bonus opportunities and
limited reimbursementsequity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect ordinary-course compensation changes. In addition, the Departed Executives entered into separation agreements with the Company that detailed certain key terms with respect to their separation from the Company in connection with
negotiated separations. |
|
Change in Control and Post-Termination Benefits
|
the Spin-Off.
Employment Agreements with Our Current NEOs
Mr. Wilkinson: Mr. Wilkinson’s September 25, 2023 employment agreement describes his salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Wilkinson was entitled to a separation benefit of one times (1x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two times (2x) salary plus target bonus.
Mr. Wilkinson’s employment agreement was amended on March 13, 2024 to incorporate the Company’s 2024 Executive Severance Plan. As a result, Mr. Wilkinson is entitled to a separation benefit of two times (2x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of two and half times (2.5x) salary plus target bonus. Mr. Wilkinson’s equity awards are governed by the terms of the applicable award and the Stock Plan. Under Mr. Wilkinson’s employment agreement, “Cause” generally means felony conviction, material Code of Conduct violation, willful and continued failure to perform his duties, and engaging in illegal conduct or gross misconduct which is injurious to the Company. For purposes of this provision, no act or failure to act, on Executive’s part, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. “Good reason” generally means assignment of duties inconsistent with position, authority, duties or responsibilities or diminution in such items, relocation over 40 miles or material breach of employment agreement or equity award agreements, and material reduction in compensation.
Mr. Webb-Walsh: Mr. Webb-Walsh’s June 9, 2023 letter agreement describes his initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to his letter agreement, Mr. Webb-Walsh was entitled to a separation benefit of one-and-a half times (1.5x) salary plus target bonus for a qualifying termination (which generally includes termination without Cause and termination for Good Reason) and, in the event of a change in control, a separation benefit of three times (3x) salary plus target bonus. Mr. Webb-Walsh’s equity awards are governed by the terms of the applicable award and the Stock Plan. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson above, but “Good Reason” also captured the failure of the Spin Off to occur by June 1, 2024.
On March 13, 2024, Mr. Webb-Walsh’s letter agreement was amended to reflect that the separation benefits set out in his letter agreement have been replaced by participation in, and the terms of, the Company’s Amended & Restated Executive Severance Plan and to provide that, in the event Mr. Webb-Walsh resigns his position, other than for Good Reason, within twelve (12) months of his first day of employment with NCR Corporation, he will be required to repay the sign-on bonus cash payment in full.
Mr. Schoch: Mr. Schoch’s October 21, 2016 letter agreement describes his initial salary, sign-on bonus equity award, eligibility for incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. This letter agreement was amended by his promotion letter agreement, dated September 15, 2023, reflecting the terms of his promotion to EVP & President, Retail and the Company’s executive leadership team and associated changes to his salary, eligibility for cash incentive payments and equity award opportunities and relocation benefits.
Ms. Sterrett: Ms. Sterrett's July 26, 2023 letter agreement describes her initial salary, sign-on bonus, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Pursuant to her letter agreement, if her employment is terminated other than for Cause or if she resigns for Good Reason, under the agreement her unvested sign-on equity awards will vest immediately, and she will be entitled to separation benefits pursuant to the terms of the NCR Change in Control Severance Plan or the cash severance described in the Executive Severance Plan, as applicable. “Cause” and “Good Reason” generally have the same meanings noted for Mr. Wilkinson above, but “Good Reason” also captured the failure of the Spin Off to occur by June 1, 2024.
Ms. Moyer:Ms. Moyer received a promotion letter agreement, dated April 14, 2011, in connection with her promotion to Assistant Controller, which describes her initial salary, promotion bonus equity award, eligibility for incentive opportunities and awards, benefit plan participation
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and related items including noncompete and other restrictive covenants. This letter agreement was amended by her promotion letter agreement, dated August 19, 2023, reflecting the terms of her promotion to Chief Accounting Officer and associated changes to her salary, eligibility for cash incentive payments and equity award opportunities.
Employment Agreements with Departed Executives
Mr. Hayford:Mr. Hayford’s April 27, 2018 employment agreement describes his initial salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provides for Mr. Hayford’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. If his employment is terminated other than for cause or if he resigns for good reason, under the agreement Mr. Hayford’s unvested 2018 option award vests immediately and remains exercisable for 1 year (or until earlier expiration). “Cause” generally means grounds for cause under our Change in Control Severance Plan, felony conviction or material Code of Conduct violation. “Good reason” generally means assignment of duties inconsistent with position, authority, duties or responsibilities or diminution in such items, relocation over 40 miles or material breach of employment agreement or 2018 option award agreements.
On February 16, 2023, the Company entered into an employment agreement amendment with Mr. Hayford (the “Hayford Amendment”), which provides that: (i) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason (as defined in the Change in Control Severance Plan) within the two-year period following, or the ninety-day period preceding, a “qualified transaction” (as defined in the Hayford Amendment, which includes, among other things, a spin-off, split-off or sale of the Commerce or Banking segment or a sale of more than 50% of the Company’s assets), he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (ii) for purposes of any then-outstanding equity awards, if his employment is terminated without cause or he resigns for good reason within the two-year period following, or the ninety-day period preceding, a qualified transaction, he will receive the accelerated vesting treatment (and for any stock options, the post-termination exercise period) as set forth in the applicable award agreements upon a “Change in Control Termination” or “Good Reason Termination,” as the case may be, that occurs in connection with a change in control in which the equity awards are assumed, converted or replaced; (iii) for purposes of any pre-2023 equity awards, if his employment is terminated for any reason other than for cause on or after August 13, 2024, he will receive the vesting treatment that he would have received upon a “mutually agreed retirement” approved by the Compensation Committee, and any vested options will remain outstanding and exercisable through their original expiration dates; and (iv) the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any equity awards.
On October 13, 2023, in connection with the Spin-Off, the Company entered into a separation and release agreement with Mr. Hayford, pursuant to which Mr. Hayford agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), he became entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of April 27, 2018 and amended as of February 16, 2023 and (ii) continued vesting of his outstanding equity awards (as adjusted in connection with the Spin-Off) as if he had remained actively employed following the Spin-Off. Mr. Hayford affirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and non-disparagement.
Mr. Sullivan:Mr. Sullivan’s July 18, 2018 employment agreement describes his initial salary as Chief Operating Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provides for Mr. Sullivan’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. If his employment is terminated (other than for cause) or if he resigns for good reason, under the agreement Mr. Sullivan’s unvested 2018 equity awards vest immediately, and his 2018 option awards remain exercisable for 1 year (or until earlier expiration). “Cause” and “Good Reason” generally have the same meanings noted for Mr. Hayford above.
On February 13, 2023, the Company entered into an employment agreement amendment with Mr. Sullivan (the “Sullivan Amendment”), which provides that: (i) for purposes of the Executive Severance Plan, if Mr. Sullivan resigns for good reason, he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any 2023 equity awards;(iv) for purposes of any pre-2023 equity awards, if Mr. Sullivan’s employment is terminated for any reason other than for cause, he will receive the
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vesting treatment that he would have received upon a “mutually agreed retirement” approved by either the Chief Executive Officer or the Compensation Committee, and any vested options will remain outstanding and exercisable through their original expiration dates, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either December 1, 2023, or the occurrence of a qualified transaction, he will not be entitled to receive such vesting and post-termination exercisability treatment; and (v) for purposes of any 2023 equity awards, if his employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a qualified retirement occurring on or after the first anniversary of the grant date, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either the first anniversary of the grant date or the occurrence of a qualified transaction, he will not be entitled to receive such vesting treatment.
On October 13, 2023, in connection with the Spin-Off, the Company entered into a separation and release agreement with Mr. Sullivan, pursuant to which Mr. Sullivan agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), he became entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of July 18, 2018 and amended as of February 13, 2023, (ii) accelerated vesting of his outstanding equity awards granted in 2023 (as adjusted in connection with the Spin-Off) in accordance with their terms and (iii) continued vesting of his outstanding equity awards granted prior to 2023 (as adjusted in connection with the Spin-Off) as if he had remained actively employed following the Spin-Off, consistent with the provisions of his amended employment agreement. Mr. Sullivan also affirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and non-disparagement.
Mr. Oliver:Mr. Oliver’s June 17, 2020 employment agreement describes his initial salary as Chief Financial Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provides for Mr. Oliver’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. If his employment is terminated other than for cause or if he resigns for good reason, under the agreement Mr. Oliver’s unvested 2020 sign-on equity awards vest immediately, and his 2020 sign-on options remain exercisable for one year (or until earlier expiration). “Cause” and “Good Reason” generally have the same meanings noted for Mr. Hayford above.
On February 13, 2023, the Company entered into an employment agreement amendment with Mr. Oliver (the “Oliver Amendment”), which provides that: (i) for purposes of the Executive Severance Plan, if he resigns for good reason, he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) unless he is offered and accepts a chief executive officer role at the Company or a successor entity resulting from a qualified transaction (e.g., the Company’s planned spin-off), the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any 2023 equity awards, provided that if he is offered, but does not accept, such chief executive officer role, such resignation shall be treated only as a termination for good reason for purposes of the Executive Severance Plan, and not the Change in Control Severance Plan; (iv) for purposes of any pre-2023 equity awards, if Mr. Oliver’s employment is terminated without cause in the ninety-day period preceding a qualified transaction, then, subject to his continued compliance with the applicable restrictive covenants, such awards will continue to vest as if he had remained actively employed, and any vested options will remain outstanding and exercisable through their original expiration dates, provided that, from and after the date of a qualified transaction, upon a termination of his employment for any reason other than for cause, then, subject to his continued compliance with the applicable restrictive covenants, such awards will continue to vest as if he had remained actively employed, and any vested options will remain outstanding and exercisable through their original expiration dates; (v) for purposes of any 2023 equity awards, if his employment is terminated without cause in the ninety-day period preceding a qualified transaction, then, subject to his continued compliance with the applicable restrictive covenants, such awards will continue to vest as if he had remained actively employed; and (vi) for purposes of his 2023 bonus, if Mr. Oliver’s employment is terminated without cause in the ninety-day period preceding a qualified transaction, he will receive a pro-rated bonus for 2023 based on actual performance, provided that, from and after the date of a qualified transaction, upon a termination of his employment for any reason other than for cause, he will receive a full bonus (without pro-ration) for 2023 based on actual performance.
Mr. Layden:Mr. Layden’s employment agreement dated October 1, 2021 describes his initial salary as Executive Vice President, President, Payments & Network, Head of Strategy and M&A, as well as his incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants, following transition from a consulting role he held with the Company before accepting his current position. The agreement provides for Mr. Layden’s Executive Severance Plan participation with a separation benefit of
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one and one-half times (1.5x) salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) salary plus target bonus. The agreement also provides for $60,000 in relocation expenses subject to repayment if Mr. Layden resigns without good reason or is terminated by the Company for Cause during his first year of employment.
If Mr. Layden’s employment had been terminated other than for cause, his agreements for equity awards made during his pre-employment consulting period provided that (i) his unvested 2021 restricted stock unit awards would have vested immediately, and (ii) his unvested 2020 options would have continued to vest for a period of one year following termination, and any remaining unvested options are forfeited and cancelled (with vested options exercisable until the 2-year anniversary of his termination date, or until earlier expiration). “Cause” and “Good Reason” generally have meanings similar to those noted for Mr. Hayford above.
On February 13, 2023, the Company entered into an employment agreement amendment with Mr. Layden (the “Layden Amendment”), which provides that: (i) for purposes of the Executive Severance Plan, if Mr. Layden resigns for good reason, he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the Change in Control Severance Plan, if his employment is terminated without cause or he resigns for good reason within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the Change in Control Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) the completion of a qualified transaction will constitute good reason for purposes of the Change in Control Severance Plan and any 2023 equity awards; (iv) for purposes of any pre-2023 equity awards, if Mr. Layden’s employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a “mutually agreed retirement” approved by either the Chief Executive Officer or the Compensation Committee, and any vested options will remain outstanding and exercisable through their original expiration dates, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either December 1, 2023, or the occurrence of a qualified transaction, he will not be entitled to receive such vesting and post-termination exercisability treatment; and (v) for purposes of any 2023 equity awards, if his employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a qualified retirement occurring on or after the first anniversary of the grant date, provided that if his employment is terminated for cause or he resigns without good reason prior to the earlier to occur of either the first anniversary of the grant date or the occurrence of a qualified transaction, he will not be entitled to receive such vesting treatment.
On October 13, 2023, in connection with the Spin-Off, the Company entered into a separation and release agreement with Mr. Layden, pursuant to which Mr. Layden agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), became entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of October 1, 2021 and amended as of February 13, 2023, (ii) accelerated vesting of his outstanding equity awards granted in 2023 (as adjusted in connection with the Spin-Off) in accordance with their terms and (iii) continued vesting of his outstanding equity awards granted prior to 2023 (as adjusted in connection with the Spin-Off), as if he had remained actively employed following the Spin-Off, consistent with the provisions of his amended employment agreement. Mr. Layden also agreed to execute a general release of claims in favor of Voyix and reaffirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and non-disparagement.
Severance Benefits
– Standard Severance and Change in Control (CIC) Severance
Change in Control (CIC) Severance Benefits
If the Company considers potential change in control transactions, we want to ensure that key executives are incentivized to remain with us during this process and evaluate the transactions in an objective and undistracted way in order to support stockholder value. For these reasons, we maintain the Amended and Restated NCR Change in Control2024 Executive Severance Plan (the “Change in Control Severance Plan”) for our senior executive team. Under this plan, in the event of a Change in Control, we pay only “double-trigger” separation benefits, that is, benefits pay out only if both a change in control occurs and employment ends in a qualifying termination. There are no tax gross-ups under the plan for any named executives officers.
Our Change in Control Severance Plan has
twothree benefit levels that apply to our named
executives. There are no tax gross-ups under the plan for any named executives.executives officers. For more about plan benefit levels for the Named Executive Officers and double-trigger benefits, see the Potential Payments Upon Termination or Change in Control section below.
For information about the CIC Severance Plan in effect prior to the implementation of the 2024 Executive Plan, see the Termination Connected with Change in Control — Legacy CIC Plan section of this proxy statement.
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
Standard Severance Benefits
(Non-CIC)
We provide our key executives reasonable severance benefits to ensure that we remain competitive with other employers, and to help us attract and retain top talent. Our
2024 Executive Severance Plan provides certain severance benefits in the event employment ends in a qualifying termination not connected to a change in control. For more about these severance benefits
and the multipliers used to determine the executives’ benefits, see the
Potential Payments Upon Termination or Change in Control section below.
Robust Stock Ownership Requirements
The Committee recognizeshas affirmed its expectation that executive stock ownership plays a critical role in aligningseverance will not be paid under the 2024 Executive Severance Plan to Named Executive Officers who voluntarily resign from Company service and no additional amounts will be paid under this Plan unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate and necessary and appropriate to protect the interests of management with those ofthe Company and our stockholders. We also believe that our most senior executives should maintain a significant personal financial stake
For information about the Executive Severance Plan in
NCReffect prior to
promote a long-term perspective in managing our business. For these reasons, we require that our named executives own NCR common stock worth a guideline multiple of base salary. Shares that count toward the
guideline include shares owned personally, restricted stock and RSUs, and stock acquired through our Employee Stock Purchase Plan. Stock options do not count toward the guideline. Newly hired or promoted executives have five years to reach their guideline. The table below shows our current guidelines.NCR CORPORATION | 2021 Proxy Statement | 65
As of February 28, 2021, all currently employed named executives either met or are on track to meet our stock ownership guidelines based on unreduced 2020 base salary. Asimplementation of the date he became our Senior Advisor on July 13, 2020, Mr. Fernandez was no longer subject to our stock ownership guidelines.
| | | | | |
Stock Ownership Guideline
as a Multiple of Base Salary
| |
| |
Named Executive
| | Guideline
|
Michael Hayford
| | | | 6 | |
Owen Sullivan
| | | | 5 | |
Timothy Oliver
| | | | 4 | |
Adrian Button
| | | | 3 | |
Daniel Campbell
| | | | 3 | |
Compensation Clawback Policy
We have a policy generally providing that short-term and long-term incentive awards to our executive officers, including our named executives, are subject to clawback (forfeiture or repayment), as directed by2024 Executive Plan, see the Committee, if:
| • | | the payment, grant or vesting of the award was based on achieving financial results that were the subject of a restatement of the Company’s financials within three years; and
|
| • | | the Committee determines in its sole discretion that the executive officer’s negligence, fraud or misconduct caused or contributed to the need for the restatement, and that forfeiture or repayment is in the best interests of the Company and our stockholders.
|
If it is determined that the above conditions are met, then to the full extent permitted by law and as directed by the Committee, the executive officer must also forfeit any outstanding equity awards and repay amounts received from time-based equity award vesting and gains from stock option exercises.
Termination Not Connected with Change in Control — Legacy Executive Severance Plan section of this proxy statement.
Hedging and Pledging Policy
Our Insider Trading Policy incorporates the Company’s prohibitions against hedging, pledging and related transactions. The Policy applies to all officers, directors, employees (including temporary employees) and contractors of the Company and its subsidiaries who have access, including temporary access, to material nonpublic information, as well as certain family members of, and individuals who live in the same household as, are financially dependent on, or whose transactions (including transactions by an entity) in
NCR’sNCR Voyix’s securities are directed by or subject to the influence or control of, any such person.
In order to restrict covered persons from engaging in transactions that hedge or offset, or are designed to hedge or offset, fluctuation in the market value of NCR Voyix equity securities, our Insider Trading Policy prohibits covered persons from directly or indirectly engaging in hedging activities or transactions of derivative securities of the Company at any time. In addition, because a margin or foreclosure sale may occur at a time when individuals are in possession of material nonpublic information or otherwise are not permitted to trade in NCR Voyix securities, our directors, executive officers and designated key employees are prohibited from taking margin loans where NCR Voyix securities are used, directly or indirectly, as collateral for the loan, andloan. Such individuals are also prohibited from pledging NCR Voyix securities as collateral for a loan. An exception
Stock Ownership Requirements Our Board has adopted stock ownership guidelines for our executive leadership to foster equity ownership and align the interests of our executive leadership team with those of our stockholders. Within five years of his or her initial appointment to the foregoing pledging prohibition may be granted upon advance approvalposition, the executive is expected to beneficially own at least the number of shares as follows:
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, other than our General Counsel, subjectChief Accounting Officer: equal to a clear demonstration of financial capacitythree times base salary
For the Chief Accounting Officer: equal to repay the loan without resorting to the pledged securities, andone times base salary
Shares that count towards satisfaction of the remainingstock ownership levels include shares owned personally, unvested time-based RSUs, and stock acquired through our Employee Stock Purchase Plan. Unearned performance-based equity awards and unexercised stock options (vested and unvested) do not count toward the minimum ownership levels. Newly hired or promoted executives have five years to reach their ownership levels. Each of our NEOs was within the grace period or was in compliance with the stock ownership guidelines as of the record date.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves on the compensation committee or board of directors of any other company of which any member or proposed member of our compensation committee is an executive officer.
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PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
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
Insider Trading Policy.executive officers, including our Named Executive Officers, that is based on a financial reporting measure, 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 a person exceeds the amount of covered compensation that otherwise would have been granted, vested or paid to the person 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. 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, the effective date specified in the NYSE listing standards.
Recovery of Erroneously Awarded Compensation Resulting from Accounting Restatement
As disclosed above 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 achievement of 2023 AIP and the adjustment of the 2021 PBRSUs and 2022 PBRSUs was impacted. Under the Company’s clawback policy, in April 2024, the Company recovered a portion of the 2023 bonus payouts paid to certain Departed Executives in December 2023 as well as a portion of the adjusted restricted stock units that were issued in December 2023 in connection with the performance-related adjustments for the 2021 PBRSUs and 2022 PBRSUs. 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 CORPORATION | 2021 Proxy Statement | 66Atleos in connection with the Spin-Off. The amounts recovered in April 2024 satisfied the entirety of the Company’s clawback obligations under its clawback policy. See the 2023 Annual Incentive Plan and 2023 Long Term Incentive Program sections above for further analysis of how the clawback amounts were calculated and executed the impacted executives.
In addition, and in satisfaction of Item (w) of Regulation S-K, the following chart provides: (i) the date of the restatement; (ii) the aggregate dollar amount of erroneously awarded incentive-based compensation attributable to the accounting restatement; and (iii) the aggregate amount of the incentive-based compensation erroneously awarded and that remains outstanding at the end of the last completed fiscal year; and (iv) the outstanding amounts from any current or former named executive officer for more 180 days or more.
| | Date of Restatement | | | March 14, 2024 | |
| | Aggregate Dollar Amount of Erroneously Awarded Incentive-Based Compensation Attributable to the Accounting Restatement | | | $1,324,592 | |
| | Aggregate Amount of Incentive-Based Compensation Erroneously Awarded and that Remains Outstanding at the End of the Last Completed Fiscal Year | | | $1,324,592(1) | |
| | Any Outstanding Amounts Due from any Current or Former Named Executive Officer for 180 days or More | | | $0 | |
(1)
| This amount was recovered in full in April 2024. |
2024 Proxy Statement |
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Tax Considerations in Setting Compensation
| | | | 49 |
Under Federal tax rules in effect for tax years beginningTABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
Compensation and
after January 1, 2018 (which tax rules eliminated a performance-based compensation exception that was previously available), compensation over $1 million paid annually for certain covered employees, including the named executives, generally is not deductible for federal tax purposes. As has been the case historically, theHuman Resource Committee
continues to have the ability to pay compensation to our named executives in appropriate circumstances, even if such compensation is not fully deductible. |
|
Board and Compensation and Human Resource Committee on Executive Compensation
|
Report
The Compensation and Human Resource Committee
of our Board of Directors, comprised of
all independent directors, reviewed and discussed the
abovebelow Executive Compensation – Compensation Discussion & Analysis
(“CD&A”) with management. Based on that review and those discussions, the Committee recommended to our Board of Directors that the
Compensation Discussion & AnalysisCD&A be included in these proxy materials.
The Compensation and Human Resource Committee
Kirk T. Larsen (Chair)
Janet Haugen (since October 16, 2023)
Kevin Reddy (since October 16, 2023)
50 | | |
| | | The Compensation and Human Resource Committee
|
| | |
| | | Matthew A. Thompson (Chair)
|
| | Mark W. Begor
|
| | Chinh E. Chu
|
| | Kirk T. Larsen
2024 Proxy Statement |
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NCR CORPORATION | 2021 Proxy Statement | 67
PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
|
|
Executive Compensation Tables
|
Executive Compensation Tables These Executive Compensation Tables use capitalized terms, certain of which are defined in the Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables section, including certain terms used with respect to the metrics established for the Company’s incentive plans.
Summary Compensation Table
for 2023
Our Summary Compensation Table below shows the total compensation paid to or earned by each of our named executivesNamed Executive Officers with respect to the fiscal year ending December 31, 2020, and for those individuals who were then named executives, with respect toeach of the fiscal years ending December 31, 20192023, December 31, 2022 and December 31, 2018.2021.
| | David Wilkinson
Chief Executive Officer | | | 2023 | | | $560,607 | | | — | | | $69,314 | | | $25,425 | | | $1,200,000 | | | $24,076 | | | $1,879,422 | |
| | Brian Webb-Walsh
Executive Vice President
and Chief Financial Officer | | | 2023 | | | $236,923 | | | $1,074,000 | | | $2,003,760 | | | — | | | $253,151 | | | $3,962 | | | $3,571,796 | |
| | Eric Schoch
Executive Vice President
and President, Retail | | | 2023 | | | $504,321 | | | $250,200 | | | $1,039,045 | | | $4,696 | | | $157,288 | | | $54,705 | | | $2,010,255 | |
| | Kelli Sterrett
Executive Vice President,
General Counsel and Secretary | | | 2023 | | | $200,000 | | | — | | | $500,813 | | | — | | | $146,712 | | | $215 | | | $847,740 | |
| | Kelly Moyer
Chief Accounting Officer | | | 2023 | | | $285,625 | | | — | | | $3,882 | | | — | | | $128,948 | | | $11,580 | | | $430,035 | |
| | Mike Hayford
Former Chief Executive
Officer | | | 2023 | | | $869,608 | | | — | | | $11,754,837 | | | $466,988 | | | $1,851,000 | | | $7,690,337 | | | $22,632,770 | |
| | 2022 | | | $1,000,000 | | | — | | | $11,597,692 | | | — | | | — | | | $145,903 | | | $12,743,595 | |
| | 2021 | | | $984,813 | | | — | | | $11,331,818 | | | — | | | $2,325,000 | | | $198,870 | | | $14,840,501 | |
| | Tim Oliver
Former Senior Executive
Vice President and Chief
Financial Officer | | | 2023 | | | $504,808 | | | — | | | $6,786,415 | | | $119,683 | | | — | | | $23,250 | | | $7,434,156 | |
| | 2022 | | | $625,000 | | | — | | | $4,639,083 | | | — | | | — | | | $124,384 | | | $5,388,467 | |
| | 2021 | | | $625,000 | | | — | | | $4,532,716 | | | — | | | $1,453,125 | | | $212,534 | | | $6,823,375 | |
| | Don Layden
Former Executive Vice
President and President,
Payments & Networks,
Head of Strategy and M&A | | | 2023 | | | $492,338 | | | — | | | $5,859,455 | | | $126,151 | | | $1,110,600 | | | $4,533,667 | | | $12,122,211 | |
| | 2022 | | | $600,000 | | | — | | | $4,639,083 | | | — | | | — | | | $39,559 | | | $5,278,642 | |
| | 2021 | | | $140,769 | | | — | | | $2,832,978 | | | — | | | $351,616 | | | $1,320,490 | | | $4,645,853 | |
| | Owen Sullivan
Former President and
Chief Operating Officer
(COO) | | | 2023 | | | $695,205 | | | — | | | $7,052,951 | | | $221,182 | | | $1,527,075 | | | $6,293,915 | | | $15,790,328 | |
| | 2022 | | | $825,000 | | | — | | | $6,958,608 | | | — | | | — | | | $204,547 | | | $7,988,155 | |
| | 2021 | | | $755,962 | | | — | | | $7,032,801 | | | — | | | $1,773,529 | | | $79,953 | | | $9,642,245 | |
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Summary Compensation Table ($)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal
Position | | Year | | Salary | | | Bonus | | | Stock
Awards | | | Option
Awards | | | Non-Equity
Incentive Plan
Compensation | | | All Other
Compensation | | | Total | |
| (a) | | (b) | | (c)(2) | | | (d)(3) | | | (e)(4) | | | (f)(5) | | | (g)(1)(6) | | | (h)(7) | | | (i) | |
Michael Hayford(1) | | 2020 | | | 317,102 | | | | — | | | | 10,895,960 | | | | 7,150,000 | | | | 9,843,750 | | | | 118,454 | | | | 28,325,266 | |
| President & Chief Executive Officer | | 2019 | | | 1,000,000 | | | | — | | | | 6,500,007 | | | | 3,499,999 | | | | 1,539,962 | | | | 240,604 | | | | 12,780,572 | |
| | 2018 | | | 634,615 | | | | 1,010,959 | | | | 5,000,011 | | | | 7,499,881 | | | | — | | | | 94,423 | | | | 14,239,889 | |
Owen Sullivan(1) | | 2020 | | | 474,039 | | | | — | | | | 6,537,585 | | | | 4,290,001 | | | | 5,700,000 | | | | 66,892 | | | | 17,068,517 | |
| Chief Operating Officer | | 2019 | | | 725,000 | | | | — | | | | 3,899,988 | | | | 2,100,001 | | | | 1,116,472 | | | | 237,968 | | | | 8,079,429 | |
| | 2018 | | | 292,789 | | | | 482,671 | | | | 2,250,000 | | | | 3,749,994 | | | | — | | | | 74,071 | | | | 6,849,525 | |
Timothy Oliver(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Vice President & Chief Financial Officer | | 2020 | | | 288,462 | | | | — | | | | 2,000,005 | | | | 1,999,999 | | | | 2,812,500 | | | | 105,462 | | | | 7,206,428 | |
Adrian Button(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Vice President, Product and Service Operations | | 2020 | | | 468,462 | | | | — | | | | 2,476,348 | | | | 1,624,997 | | | | 2,250,000 | | | | 27,292 | | | | 6,847,099 | |
Daniel Campbell(1) | | 2020 | | | 513,077 | | | | — | | | | 2,476,348 | | | | 1,624,997 | | | | 1,125,000 | | | | 15,343 | | | | 5,754,765 | |
| Executive Vice President, NCR Global Sales | | 2019 | | | 575,000 | | | | — | | | | 1,299,996 | | | | 700,003 | | | | 649,370 | | | | 19,005 | | | | 3,243,374 | |
| | 2018 | | | 479,596 | | | | 500,000 | | | | 5,000,011 | | | | 499,996 | | | | — | | | | 9,970 | | | | 6,507,573 | |
Andre Fernandez(1) | | 2020 | | | 347,356 | | | | — | | | | 1,400,002 | | | | 2,599,999 | | | | — | | | | 2,547,209 | | | | 6,894,566 | |
Former Senior Advisor; | | 2019 | | | 625,000 | | | | — | | | | 2,599,992 | | | | 1,399,998 | | | | 802,064 | | | | 162,873 | | | | 5,589,927 | |
| Former Executive Vice President & Chief Financial Officer | | 2018 | | | 187,500 | | | | 267,551 | | | | 3,000,011 | | | | 999,998 | | | | — | | | | 57,867 | | | | 4,512,927 | |
(1) Cash compensation for Mr. Hayford in 2020 was $317,102 due to the voluntary reduction in his base salary as approved by the Committee starting April 4, 2020 and the Company’s failure to achieve the 2020 Annual Incentive Plan Adjusted EBITDA threshold which was not changed due to the COVID-19 global pandemic. The 2020 cash compensation of each of Mr. Sullivan, Mr. Button, and Mr. Campbell was also reduced for the same reasons to the following amounts: Mr. Sullivan: $474,039; Mr. Button: $468,462; Mr. Campbell: $513,077. For Mr. Oliver, who joined the Company in July 2020 without a base salary reduction, his 2020 cash compensation of $288,462 also reflects the Company’s underperformance under our 2020 Annual Incentive Plan noted above. The 2020 cash compensation of Mr. Fernandez of $347,356 reflects his base salary reduction and his October 2020 separation (which made him ineligible for the foregoing plan). The amounts shown in the Non-Equity Incentive Plan Compensation for 2020 column consist entirely of RSUs granted under our Stock Plan in full settlement of earned awards under our Fitness Plan, a one-time long-term strategic transformation compensation plan that targeted and achieved in excess of $150 million in recurring annual EBITDA improvements and in excess of $250 million in cash savings. For more detailsPROPOSAL 2 Say on
this plan, see the NCR Strategic Transformation Fitness Plan section in our Executive Compensation – Compensation Discussion & Analysis section above.(2) On April 4, 2020, as a swift response to the COVID-19 pandemic’s impactPay: Advisory Vote on the global economy, in order to preserve cash, improve short-term liquidity and retain human capital, the Committee, at the request of Mr. Hayford, reduced the base salaries of each of our named executive officers (excluding Mr. Oliver, who joined the Company in July 2020) and all senior managers. Mr. Hayford’s and Mr. Martire’s (Executive Chairman) base salaries were reduced to zero (except for amounts to cover their healthcare insurance premiums under broad-based employee benefit plans) for the remainder of 2020; Mr. Sullivan’s and Mr. Fernandez’s were reduced by 50%; and Mr. Button’s and Mr. Campbell’s were reduced by 20%. These base salary reductions were put in place for the remainder of 2020 for the foregoing named executives and certain senior managers.
(3) This column represents 2018 bonus commitments paid in early 2019 under negotiated new hire employment agreements, except that Mr. Campbell’s amount for 2018 includes: (i) a negotiated new hire sign-on bonus of $150,000 subject to repayment in the event of his resignation during the year after his start date; and (ii) a discretionary bonus recommended by the CEO and approved by the Committee in the amount of $350,000 for his leadership on certain Company-wide strategic directives and the achievement of various individual management objectives.
(4) This column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of stock awards granted to each named executive in the applicable year. See Note 7Compensation of the Notes to Consolidated Financial Statements contained in the
NCR CORPORATION | 2021 Proxy Statement | 68
Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for an explanation of the assumptions we make in the valuation of our equity awards. Assuming achievement of the highest level of performance, the aggregate grant date fair values of the performance-based RSUs and the performance share RSUs granted in 2020 are: Mr. Hayford: $21,791,920; Mr. Sullivan: $13,075,169; Mr. Button: $4,952,695; Mr. Campbell: $4,952,695; Mr. Fernandez: $2,800,003. Mr. Oliver joined NCR in July 2020, and did not receive performance-based RSUs or performance share RSUs. For more about our 2020 awards, see the Grants of Plan-Based Awards – 2020 Table.
(5) Represents the grant date fair value of the option awards granted in the applicable year. See Note 7 of the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for an explanation of the assumptions we make in valuing our option awards. For more about our 2020 Premium-priced option awards, see the Grants of Plan-Based Awards – 2020 Table.
(6) For 2020, this column does not include any cash payments and shows RSUs awarded on February 23, 2021 to eligible named executives under our Stock Plan in full settlement of amounts earned under our long-term Fitness Plan. See the NCR Strategic Transformation Fitness Plan section in our Named Executive Compensation - Compensation Discussion & Analysis above. The Committee determined to make these equity awards in lieu of paying such earned amounts in cash in order to preserve cash/improve liquidity, incentivize NCR stock appreciation and enhance retention. These RSU awards vest 100% on December 31, 2021 and remain subject to a one-year restriction period following vesting during which the underlying shares generally may not be sold or otherwise alienated. Mr. Fernandez did not receive such an RSU award because he forfeited his Fitness Plan award upon his October 2020 separation from service. For 2019, this column represents amounts earned by our named executives under our 2019 Annual Incentive Plan.
(7) The amounts in this column consist of the aggregate incremental cost to the Company of the perquisites provided to the named executives, any insurance premiums paid by the Company with respect to life insurance for the benefit of the named executives, contributions made by the Company to the NCR Savings Plan (our 401(k) plan) on behalf of the named executives and certain other payments. For Mr. Fernandez, the 2020 amount includes a cash severance payment of $2,449,375, executive outplacement services valued at $10,000 and certain welfare benefits continuation valued at $38,259, each of the foregoing pursuant to his separation agreement with the Company. Additional details regarding these amounts are included in the All Other Compensation – 2020 Table and Perquisites – 2020 Table and the Agreements with Our Named Executives and the Separation Agreement with Our Former Chief Financial Officer sections below.
Officers
(1)
| This column shows base salary payments received by our NEOs in 2023. The payments to Mr. Webb-Walsh and Ms. Sterrett are based on the portion of the year in which they were employed by NCR Voyix following their hire dates of July 17, 2023 and August 1, 2023, respectively. Each of Messrs. Wilkinson and Schoch received an increase to their base salary payments in connection with their respective promotions on October 16, 2023 and Ms. Moyer received an increase to her base salary payments in connection with her promotion on August 19, 2023. For further details, see the Agreements with Our Named Executive Officers section above. |
(2)
| For Mr. Webb-Walsh, the reported bonus amount is a sign-on bonus in relation to his joining NCR Voyix on July 17, 2023. For Mr. Schoch, the bonus is in relation to his transition from the sales compensation plan in which he participated prior to his promotion on October 16, 2023 to the Annual Incentive Plan. The value of this bonus was subtracted from his earned Annual Incentive Plan bonus for the 2023 performance plan year. |
(3)
| This column shows the aggregate accounting grant date fair value, as determined in accordance with FASB ASC Topic 718, of stock awards granted to each named executive officer in the applicable year along with the incremental accounting expense from the adjustments made in connection with the Spin-Off. See Note 8 of the Notes to Consolidated Financial Statements contained in the Company’s 2023 Form 10-K for an explanation of the assumptions we make in the valuation of our equity awards and the incremental accounting expense incurred from the adjustments made in connection with the Spin-Off. For 2023, QT RSUs are valued by applying the applicable NCR Voyix common stock price on the date of grant. TSR RSUs are valued using a Monte Carlo valuation, which simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of NCR Voyix common stock price behavior. The Monte Carlo valuations for TSR RSU awards differ from target value approved by the Committee, which were converted to a number of RSUs based on the closing price of NCR Voyix common stock on the date of grant. Assuming target level of performance, the aggregate grant date fair values of the stock awards granted in 2023 along with the incremental accounting expense incurred in connection with the Spin-Off are: |
| | David Wilkinson | | | — | | | — | | | $94,739 | |
| | Brian Webb-Walsh(a) | | | — | | | $2,000,012 | | | $3,748 | |
| | Eric Schoch(b) | | | — | | | $1,000,002 | | | $43,739 | |
| | Kelli Sterrett(a) | | | — | | | $500,011 | | | $802 | |
| | Kelly Moyer | | | — | | | — | | | $3,882 | |
| | Mike Hayford | | | $11,505,749 | | | — | | | $716,076 | |
| | Tim Oliver | | | $6,673,328 | | | — | | | $232,770 | |
| | Don Layden | | | $5,752,896 | | | — | | | $232,710 | |
| | Owen Sullivan | | | $6,903,458 | | | — | | | $370,675 | |
(a)
| Mr. Webb-Walsh and Ms. Sterrett received one-time new hire awards upon joining the Company. |
(b)
| Mr. Schoch received a one-time promotion award his promotion. |
(4)
| This column shows the earned payout under the Annual Incentive Plan. The values are prorated for the following executives: (i) Mr. Webb-Walsh based on his hire date of July 17, 2023; (ii) Mr. Schoch’s based on his promotion on October 16, 2023; (iii) Ms. Sterrett based on her hire date of August 1, 2023; and (iv) Ms. Moyer’s based on her promotion on August 19, 2023. The totals shown have already been reduced to reflect the amounts recovered under the Company’s clawback deducted from the bonus for Mr. Hayford in the amount of $129,000 and Mr. Sullivan in the amount of $106,425. |
(5)
| The amounts in this column consist of the aggregate incremental cost to the Company of the perquisites, personal benefits, contributions, relocation expense and associated tax gross-up and certain other compensation provided to our Named Executive Officers and separation payments to our Departed Executives. Additional details regarding these amounts are included in the All Other Compensation Table and the Agreements with Our Named Executive Officers sections. |
52 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers
All Other Compensation Table
This Table shows the value of Company-paid perquisites and other personal benefits, insurance premiums and Company matching contributions to the NCR
Voyix Savings Plan, our
broad-based 401(k) plan, on behalf of our
named executivesNamed Executive Officers in
2020: | | | | | | | | |
All Other Compensation – 2020 ($) |
| | | | |
| Named Executive | | Perquisites and Other Personal Benefits(1) | | Insurance Premiums(2) | | Company Contributions to Retirement / 401(K) Plans(3) | | Total |
| | | | |
| Michael Hayford | | 108,652 | | 52 | | 9,750 | | 118,454 |
| Owen Sullivan | | 56,394 | | 748 | | 9,750 | | 66,892 |
| Timothy Oliver | | 103,697 | | 323 | | 1,442 | | 105,462 |
| Adrian Button | | 17,000 | | 542 | | 9,750 | | 27,292 |
| Daniel Campbell | | 5,000 | | 593 | | 9,750 | | 15,343 |
| Andre Fernandez | | 39,395 | | 430 | | 9,750 | | 49,575 |
(1)2023:
| | David Wilkinson | | | — | | | — | | | — | | | — | | | — | | | $12,000 | | | $826 | | | $11,250 | | | $24,076 | |
| | Brian Webb-Walsh | | | — | | | — | | | — | | | — | | | — | | | — | | | $260 | | | $3,702 | | | $3,962 | |
| | Eric Schoch | | | — | | | — | | | $21,824 | | | — | | | — | | | $21,115 | | | $516 | | | $11,250 | | | $54,705 | |
| | Kelli Sterrett | | | — | | | — | | | — | | | — | | | — | | | — | | | $215 | | | — | | | $215 | |
| | Kelly Moyer | | | — | | | — | | | — | | | — | | | — | | | — | | | $330 | | | $11,250 | | | $11,580 | |
| | Mike Hayford | | | $168,121 | | | $7,500,000 | | | — | | | $3,133 | | | — | | | $12,000 | | | $52 | | | $7,031 | | | $7,690,337 | |
| | Tim Oliver | | | — | | | — | | | — | | | — | | | — | | | $12,000 | | | $0 | | | $11,250 | | | $23,250 | |
| | Don Layden | | | $6,888 | | | $4,500,000 | | | — | | | $2,910 | | | — | | | $12,000 | | | $619 | | | $11,250 | | | $4,533,667 | |
| | Owen Sullivan | | | $79,404 | | | $6,187,500 | | | — | | | $2,910 | | | — | | | $12,000 | | | $851 | | | $11,250 | | | $6,293,915 | |
(1)
| This column shows the Company's aggregate incremental cost for personal usage of the corporate aircraft. Personal use of the aircraft includes travel between an executive’s principal place of residence and the Company's headquarters in Atlanta and other locations. We calculate the incremental cost by determining the variable operating cost to the Company, including items such as fuel, landing and terminal fees, crew travel expenses and operational maintenance. Expenses determined to be less variable in nature, such as general administration, depreciation and pilot compensation, were not included in the incremental cost. On occasion, family members and close associates traveled with or at the authorization of the CEO on the corporate aircraft; the Company incurred de minimis incremental costs as a result of such travel, which are included in the total. |
(2)
| This column shows the cash severance payments required under the agreements with the Departed Executives and described in the Agreements with our Named Executive Officers section. |
(3)
| This column shows relocation expenses related to our Named Executive Officers. For Mr. Schoch, the amount shown includes a tax gross-up of $8,434. |
(4)
| This column shows the severance benefits in the form of employer paid benefit premiums for the latter part of 2023 following the separation. These payments are required under the agreements with the Departed Executives and described in the Agreements with our Named Executive Officers section. |
(5)
| This column shows the Company-paid medical services available to Named Executive Officers under our Executive Medical Exam Program. No executives used the Program in 2023. The following are the plan guidelines: $5,000 for those under age 65 and $10,000 for those age 65 or older. |
(6)
| This column shows the Company-paid amounts for financial planning assistance under our Executive Financial Planning Program. In 2023, Mr. Schoch exceeded the $12,000 limit for financial reimbursement and will only receive $3,000 for 2024 to offset the difference of his annual limit. |
(7)
| This column shows the value of Company-paid premiums for life insurance for the benefit of our Named Executive Officers. |
(8)
| This column shows Company matching contributions to our broad-based 401(k) plan, which the Company also makes for our non-executive participants in that plan. |
2024 Proxy Statement | | | | | | 53 |
TABLE OF CONTENTS
PROPOSAL 2 Say on Pay: Advisory Vote on the Company’s aggregate incremental costCompensation of the Named Executive Officers
Grants of Plan-Based Awards Table for
the perquisites and other personal benefits described in the Perquisites - 2020 Table below.(2) This column shows the value of Company-paid premiums for life insurance for the benefit of our named executives.
(3) This column shows Company matching contributions to our 401(k) plan, which the Company also makes for our non-executive participants in that plan.
NCR CORPORATION | 2021 Proxy Statement | 69
2023
Perquisites Table
This Table shows the aggregate incremental cost to the Company for perquisites for our named executives in 2020.
| | | | | | | | | | |
Perquisites – 2020 ($) |
| | | | | |
| Named Executive | | Corporate
Aircraft Usage(1) | | Executive
Medical
Program(2) | | Financial
Planning
Allowance(3) | | Relocation(4) | | Total |
| | | | | |
| Michael Hayford | | 91,652 | | 5,000 | | 12,000 | | — | | 108,652 |
| Owen Sullivan | | 39,394 | | 5,000 | | 12,000 | | — | | 56,394 |
| Timothy Oliver | | 3,640 | | 5,000 | | 12,000 | | 83,057 | | 103,697 |
| Adrian Button | | — | | 5,000 | | 12,000 | | — | | 17,000 |
| Daniel Campbell | | — | | 5,000 | | — | | — | | 5,000 |
| Andre Fernandez | | — | | 5,000 | | 12,000 | | 22,395 | | 39,395 |
(1) This column shows the Company’s incremental cost for personal usage of the corporate aircraft. Personal use of aircraft includes commuting between executives’ principal place of residence and the Company’s headquarters in Atlanta, which the Company believes is an important incentive to attract top-tier talent in the highly competitive technology industry to the Company. The Company provides the use of corporate aircraft both for executives’ business-related and personal travel in order to support the efficiency and productivity of our executives, protect their personal safety and security, and to ensure the confidentiality of our business. We calculated this incremental cost by determining the variable operating cost to the Company, including items such as fuel, landing and terminal fees, crew travel expenses and operational maintenance. Expenses determined to be less variable in nature, such as general administration, depreciation and pilot compensation, were not included in this incremental cost. On occasion, family members and close associates traveled with or at the authorization of our CEO on corporate aircraft; the Company incurred de minimis incremental costs as a result of such travel, which costs are included in the Table.
(2) This column shows the Company-paid maximum amount available to named executives for medical diagnostic services under our Executive Medical Exam Program. Though some executives may not use the maximum, for privacy reasons we choose to disclose the maximum benefit (rather than amount actually used) available under the Program ($5,000 for those under age 65 and $10,000 for those age 65 or older).
(3) This column shows the Company-paid amounts for financial planning assistance under our Executive Financial Planning Program.
(4) This column shows relocation expenses related to our named executives. Included in these relocation figures are the following tax gross-up amounts: Mr. Oliver: $31,702; Mr. Fernandez: $10,378.
|
|
Agreements with Our Named Executives
|
Our named executives have agreements with the Company that generally describe, among other things, their initial base salaries, bonus opportunities and equity awards, as well as benefit plan participation and applicable restrictive covenants. These agreements generally are not updated to reflect later compensation changes.
Employment Agreement with Our President & Chief Executive Officer
Mr. Hayford: Mr. Hayford’s April 27, 2018 employment agreement describes his initial base salary, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. For each of 2019 and 2020, NCR agreed that his annual LTI award would have an aggregate grant value of at least $10 million. The agreement also provides for Mr. Hayford’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) base salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) base salary plus target bonus. If his employment is terminated (other than for cause) or if he resigns for good reason, under the agreement Mr. Hayford’s unvested 2018 equity awards vest immediately, and his 2018 options remain exercisable for 1 year (or until earlier expiration). “Cause” generally means grounds for cause under our Change in Control Severance Plan, felony conviction or material Code of Conduct violation. “Good reason” generally means assignment of duties inconsistent with position, authority,
NCR CORPORATION | 2021 Proxy Statement | 70
duties or responsibilities or diminution in such items, relocation over 40 miles or material breach of employment agreement or 2018 equity agreements.
Employment Agreements with Other Currently Employed Named Executives
Mr. Sullivan: Mr. Sullivan’s July 18, 2018 employment agreement describes his initial base salary as Chief Operating Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. For 2019, NCR agreed that his annual LTI award would have an aggregate grant value of at least $4.5 million. The agreement also provides for Mr. Sullivan’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) base salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) base salary plus target bonus. If his employment is terminated (other than for cause) or if he resigns for good reason, under the agreement Mr. Sullivan’s unvested 2018 equity awards vest immediately, and his 2018 option awards remain exercisable for 1 year (or until earlier expiration). “Cause” and “good reason” generally have the same meanings noted for Mr. Hayford above.
Mr. Oliver: Mr. Oliver’s June 17, 2020 employment agreement describes his initial base salary as Chief Financial Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. Under the agreement, Mr. Oliver’s sign-on annual LTI award granted on August 1, 2020 consisted of Premium-priced options valued at $2 million with an exercise price equal to 110% of the grant date NCR stock closing market price, and time-based restricted stock units valued at $2 million that vest 1/3 on each anniversary of the grant date generally subject to his continued Company service through the vesting dates. The agreement also provides for Mr. Oliver’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) base salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) base salary plus target bonus. If his employment is terminated (other than for cause) or if he resigns for good reason, under the agreement Mr. Oliver’s unvested 2020 sign-on equity awards vest immediately, and his 2020 sign-on options remain exercisable for one year (or until earlier expiration). “Cause” and “good reason” generally have the same meanings noted for Mr. Hayford above.
Mr. Button:We entered into an agreement with Mr. Button on January 8, 2018 when he was promoted to his prior position of Senior Vice President, NCR Global Hardware Product Operations. The agreement describes (among other things) his promotional base salary, incentive opportunities, benefit plan participation and related items. Under the agreement, Mr. Button’s 2018 minimum promotional equity award commitment, subject to Committee approval, was valued at $2 million. The agreement also provides for Mr. Button’s Change in Control Severance Plan participation with a Tier 2 separation benefit of two times (2x) base salary plus target bonus, as well as benefit plan participation.
Mr. Campbell: Mr. Campbell’s employment agreement dated December 28, 2017 describes his initial base salary as EVP, NCR Global Sales, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. He received a sign-on award of performance-vesting RSUs and a cash sign-on bonus of $150,000 (subject to repayment if he resigned during his first year of employment). For 2018, the Company agreed that his annual LTI award would have an aggregate grant value of at least $1.5 million. The agreement also provides for Mr. Campbell’s Executive Severance Plan participation with a separation benefit of one times (1x) base salary plus target bonus, and Change in Control Severance Plan participation with a Tier II separation benefit of two times (2x) base salary plus target bonus. If his employment was terminated (other than for cause) or if he resigned for good reason during the first two years of employment, under the agreement Mr. Campbell’s unvested 2018 new hire and 2018 annual equity awards would have vested immediately (with RSUs subject to performance conditions vesting at “target”). “Cause” and “good reason” have meanings similar to those noted for Mr. Hayford above.
NCR CORPORATION | 2021 Proxy Statement | 71
Employment Agreement with Our Former Chief Financial Officer
Mr. Fernandez: Mr. Fernandez’s August 27, 2018 employment agreement described his initial base salary as EVP and Chief Financial Officer, incentive opportunities and awards, benefit plan participation and related items including noncompete and other restrictive covenants. The agreement also provided for Mr. Fernandez’s Executive Severance Plan participation with a separation benefit of one and one-half times (1.5x) base salary plus target bonus, and Change in Control Severance Plan participation with a Tier I separation benefit of three times (3x) base salary plus target bonus. Further, if Mr. Fernandez’s employment is terminated (other than for cause) or if he resigns for good reason, under the agreement (i) his unvested 2018 equity awards would vest immediately, (ii) his 2018 options would remain exercisable for 1 year (or until earlier expiration), (iii) if termination occurs during the period that begins six months after a grant or vesting date for a particular equity grant and that ends 364 days after that same grant or vesting date for a particular equity grant Mr. Fernandez would be entitled to full vesting of the equity tranche for that particular grant that would otherwise vest on the scheduled vesting date next following the date of termination, with any option tranche so vesting remaining exercisable until the earlier of the first anniversary of the employment termination or the option expiration date, (iv) if termination occurred after the end of a fiscal year, he would receive any unpaid bonus for that year based on Company performance, and (v) if termination occurred in the last half of the year, he would receive a prorated bonus for that year, based on his service and Company performance. “Cause” and “good reason” generally have the same meanings noted for Mr. Hayford above.
As noted above, Mr. Fernandez ceased his position as Executive Vice President and Chief Financial Officer on July 13, 2020. He continued to assist with transition and advisory services, until he separated from service with the Company on October 1, 2020. Mr. Fernandez’s separation agreement terms are described in the Separation Agreement with Our Former Chief Financial Officer section below.
|
|
Grants of Plan-Based Awards Table
|
The Table below shows the equity and non-equity incentive plan awards approved by the Committee for our named executives.Named Executive Officers during 2023. Equity awards were made under our Stock Plan. Non-equity incentive plan awards were made under our 20202023 Annual Incentive Plan and the NCR Strategic Transformation Fitness Plan. These plans and related awards are described in the Executive Compensation – Compensation Discussion & Analysis section above. section.
| | David Wilkinson | | | Annual Incentive Plan | | | | | | 600,000 | | | 1,200,000 | | | 2,400,000 | | | — | | | — | | | — | | | — | | | — | |
| | Modified PB RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,414 | |
| | Modified TSR-Related RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 67,900 | |
| | Modified Options | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,425 | |
| | Brian Webb-Walsh | | | Annual Incentive Plan | | | | | | 126,576 | | | 253,151 | | | 506,302 | | | — | | | — | | | — | | | — | | | — | |
| | Time-Based RSUs | | | 08/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 75,873 | | | 2,000,012 | |
| | Modified TB RSUs | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,748 | |
| | Eric Schoch | | | Annual Incentive Plan | | | | | | 78,644 | | | 157,288 | | | 314,576 | | | — | | | — | | | — | | | — | | | — | |
| | Time-Based RSUs | | | 11/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 64,185 | | | 1,000,002 | |
| | Modified PB RSUs | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,203 | |
| | Modified TSR-Related RSUs | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 36,518 | |
| | Modified TB RSUs | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 322 | |
| | Modified Options | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,696 | |
| | Kelli Sterrett | | | Annual Incentive Plan | | | | | | 73,356 | | | 146,712 | | | 293,424 | | | — | | | — | | | — | | | — | | | — | |
| | Time-Based RSUs | | | 09/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,287 | | | 500,011 | |
| | Modified TB RSUs | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 802 | |
| | Kelly Moyer | | | Annual Incentive Plan | | | | | | 64,474 | | | 128,948 | | | 257,896 | | | — | | | — | | | — | | | — | | | — | |
| | Modified PB RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 66 | |
| | Modified TSR-Related RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,798 | |
| | Modified TB RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 18 | |
| | Mike Hayford | | | Annual Incentive Plan | | | | | | 750,000 | | | 1,500,000 | | | 3,000,000 | | | — | | | — | | | — | | | — | | | — | |
| | Qualified Transaction RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 92,834 | | | 185,667 | | | 371,334 | | | — | | | 5,000,012 | |
| | rTSR RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 92,833 | | | 185,666 | | | 371,332 | | | — | | | 6,505,737 | |
| | Modified QT RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,923 | |
| | Modified TSR-Related RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 244,165 | |
| | Modified Options | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 466,988 | |
54 | | | | | | 2024 Proxy Statement |
TABLE OF CONTENTS
| | | | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards – 2020 ($) |
| | | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan
Awards(2 | | | | | | Equity Incentive Plan
Awards: |
Named
Executive | | Award Type | | Grant Date | | Threshold | | Target | | Max | | Threshold | | Target | | Max | | All
Other
Stock
Awards:
Number
of
Shares
of Stock
or
Units(3) | | All Other Option Awards: Number of Securities Underlying
Options | | Exercise
Price of Option Awards
($/Sh) | | Grant
Date Fair Value of Stock
Awards(4) |
| | | | | | | | | | | | |
Michael Hayford | | Annual Incentive Plan | | | | 750,000 | | 1,500,000 | | 3,000,000 | | — | | — | | — | | — | | — | | — | | — |
| | Strategic Transformation Fitness Plan | | | | 6,650,000 | | 9,843,750 | | 9,843,750 | | — | | — | | — | | — | | — | | — | | — |
| | Premium-Priced Stock Options | | 02/12/2020 | | — | | — | | — | | — | | — | | — | | — | | 910,828 | | 38.26 | | 7,150,000 |
| | Performance-Based RSU | | 02/12/2020 | | — | | — | | — | | 57,860 | | 115,720 | | 231,440 | | — | | — | | | | 3,850,004 |
| | Performance Share RSU | | 07/01/2020 | | — | | — | | — | | 0 | | 324,101 | | 648,202 | | — | | — | | — | | 7,045,956 |
NCR CORPORATION | 2021 Proxy Statement | 72
| | | | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards – 2020 ($) |
| | | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan
Awards(2) | | | | | | Equity Incentive Plan
Awards: |
Named
Executive | | Award Type | | Grant Date | | Threshold | | Target | | Max | | Threshold | | Target | | Max | | All
Other
Stock
Awards:
Number
of
Shares
of Stock
or
Units(3) | | All Other Option Awards: Number of Securities Underlying
Options | | Exercise
Price of Option Awards
($/Sh) | | Grant
Date Fair Value of Stock
Awards(4) |
| | | | | | | | | | | | |
Owen Sullivan | | Annual Incentive Plan | | | | 543,750 | | 1,087,500 | | 2,175,000 | | — | | — | | — | | — | | — | | — | | — |
| | Strategic Transformation Fitness Plan | | | | 3,876,000 | | 5,737,500 | | 5,737,500 | | — | | — | | — | | — | | — | | — | | — |
| | Premium-Priced Stock Options | | 02/12/2020 | | — | | — | | — | | — | | — | | — | | — | | 546,497 | | 38.26 | | 4,290,001 |
| | Performance-Based RSU | | 02/12/2020 | | — | | — | | — | | 34,716 | | 69,432 | | 138,864 | | — | | — | | — | | 2,310,003 |
| | Performance Share RSU | | 07/01/2020 | | — | | — | | — | | 0 | | 194,461 | | 388,922 | | — | | — | | — | | 4,227,582 |
| | | | | | | | | | | | |
Timothy Oliver | | Annual Incentive Plan | | | | 216,347 | | 432,693 | | 865,386 | | — | | — | | — | | — | | — | | — | | — |
| | Strategic Transformation Fitness Plan | | | | 1,900,000 | | 2,812,500 | | 2,812,500 | | — | | — | | — | | — | | — | | — | | — |
| | Premium-Priced Stock Options | | 08/01/2020 | | — | | — | | — | | — | | — | | — | | — | | 345,423 | | 20.27 | | 1,999,999 |
| | Time-Based RSU | | 08/01/2020 | | — | | — | | — | | — | | — | | — | | 108,519 | | — | | — | | 2,000,005 |
| | | | | | | | | | | | |
Adrian Button | | Annual Incentive Plan | | | | 308,438 | | 616,875 | | 1,233,750 | | — | | — | | — | | — | | — | | — | | — |
| | Strategic Transformation Fitness Plan | | | | 1,520,000 | | 2,250,000 | | 2,250,000 | | — | | — | | — | | — | | — | | — | | — |
| | Premium-Priced Stock Options | | 02/12/2020 | | — | | — | | — | | — | | — | | — | | — | | 207,006 | | 38.26 | | 1,624,997 |
| | Performance-Based RSU | | 02/12/2020 | | — | | — | | — | | 13,150 | | 26,300 | | 52,600 | | — | | — | | — | | 875,001 |
| | Performance Share RSU | | 07/01/2020 | | — | | — | | — | | 0 | | 73,659 | | 147,318 | | — | | — | | — | | 1,601,347 |
| | | | | | | | | | | | |
Daniel Campbell | | Annual Incentive Plan | | | | 316,250 | | 632,500 | | 1,265,000 | | — | | — | | — | | — | | — | | — | | — |
| | Strategic Transformation Fitness Plan | | | | 760,000 | | 1,125,000 | | 1,125,000 | | — | | — | | — | | — | | — | | — | | — |
| | Premium-Priced Stock Options | | 02/12/2020 | | — | | — | | — | | — | | — | | — | | — | | 207,006 | | 38.26 | | 1,624,997 |
| | Performance-Based RSU | | 02/12/2020 | | — | | — | | — | | 13,150 | | 26,300 | | 52,600 | | — | | — | | — | | 875,001 |
| | Performance Share RSU | | 07/01/2020 | | — | | — | | — | | 0 | | 73,659 | | 147,318 | | — | | — | | — | | 1,601,347 |
| | | | | | | | | | | | |
Andre Fernandez | | Annual Incentive Plan | | | | 217,098 | | 434,195 | | 868,390 | | — | | — | | — | | — | | — | | — | | — |
| | Strategic Transformation Fitness Plan(5) | | | | 886,667 | | 1,312,500 | | 1,312,500 | | — | | — | | — | | — | | — | | — | | — |
| | Premium-Priced Stock Options | | 02/12/2020 | | — | | — | | — | | — | | — | | — | | — | | 331,210 | | 38.26 | | 2,599,999 |
| | Performance-Based RSU | | 02/12/2020 | | — | | — | | — | | 21,040 | | 42,080 | | 84,160 | | — | | — | | — | | 1,400,002 |
(1) This column shows potential award levels basedPROPOSAL 2 Say on performance under our 2020 Annual Incentive Plan and our Fitness Plan. No cash was paid underPay: Advisory Vote on the Fitness Plan to our named executives. All awards earned by eligible named executives underCompensation of the Fitness Plan (excluding Mr. Fernandez who did not receive an award under this plan) were settled in fullNamed Executive Officers
| | Tim Oliver | | | Annual Incentive Plan | | | | | | 468,750 | | | 937,500 | | | 1,875,000 | | | — | | | — | | | — | | | — | | | — | |
| | Qualified Transaction RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 53,844 | | | 107,687 | | | 215,374 | | | — | | | 2,900,011 | |
| | rTSR RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 53,843 | | | 107,686 | | | 215,372 | | | — | | | 3,773,317 | |
| | Modified QT RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,264 | |
| | Modified TSR-Related RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 110,823 | |
| | Modified Options | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 119,683 | |
| | Don Layden | | | Annual Incentive Plan | | | | | | 450,000 | | | 900,000 | | | 1,800,000 | | | — | | | — | | | — | | | — | | | — | |
| | Qualified Transaction RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 46,417 | | | 92,833 | | | 185,666 | | | — | | | 2,499,993 | |
| | rTSR RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 46,417 | | | 92,834 | | | 185,668 | | | — | | | 3,252,903 | |
| | Modified QT RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,583 | |
| | Modified TSR-Related RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 104,976 | |
| | Modified Options | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 126,151 | |
| | Owen Sullivan | | | Annual Incentive Plan | | | | | | 618,750 | | | 1,237,500 | | | 2,475,000 | | | — | | | — | | | — | | | — | | | — | |
| | Qualified Transaction RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 55,700 | | | 111,400 | | | 222,800 | | | — | | | 3,000,002 | |
| | rTSR RSUs | | | 2/13/2023 | | | — | | | — | | | — | | | 55,700 | | | 111,400 | | | 222,800 | | | — | | | 3,903,456 | |
| | Modified QT RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,995 | |
| | Modified TSR-Related RSUs | | | 10/16/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 146,498 | |
| | Modified Options | | | 11/13/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 221,182 | |
(1)
| These columns show potential award levels based on performance under our 2023 Annual Incentive Plan. Actual payouts earned under this plan are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. The values are prorated for the following executives: (i) Mr. Webb-Walsh based on his hire date of July 17, 2023; (ii) Mr. Schoch’s based on his promotion on October 16, 2023; (iii) Ms. Sterrett based on her hire date of August 1, 2023 and (iv) Ms. Moyer’s based on her promotion on August 19, 2023. For Mr. Schoch, payout under the AIP was reduced by the amount paid in relation to the transition from sales compensation plan to the AIP. |
(2)
| This column shows the threshold, target and maximum shares that could be received under QT RSUs and rTSR RSUs awarded in 2023. |
(3)
| This column shows the accounting grant date fair value of equity awards, as determined in accordance with FASB ASC Topic 718. For 2023, rTSR RSUs values, which are based on a Monte Carlo valuation for accounting purposes, differ from the target values approved by the Committee, which were converted to a number of RSUs based on the closing price of NCR common stock on the date of grant. A Monte Carlo valuation simulates a distribution of stock prices for equity awards throughout the remaining performance period of the awards, based on certain assumptions of NCR common stock price behavior. The accounting grant date fair values of QT RSU awards are based on the closing price of NCR common stock on the date of grant. The rTSR RSUs awarded to all Named Executive Officers in 2023 are subject to our TSR performance after a performance period from January 1, 2023 through December 31, 2024 relative to the TSR after the same period for the companies in the S&P MidCap 400 Value Index, and to the extent earned, will cliff-vest on December 31, 2025. Vesting of both types of RSUs is generally subject to continued Company service through the applicable vesting dates. |
(4)
| The modified awards are the incremental accounting expense incurred as a result of the adjustments to equity awards in connection with the Spin-Off, as determined in accordance with FASB ASC Topic 718. |
2024 Proxy Statement | | | | | | 55 |
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