Ncr Voyix Corporation · NYSE:VYX
Ncr Voyix — NCR — Shareholder Meeting (April 2023)
21 slides from Ncr Voyix's shareholder meeting presentation, Apr 17, 2023
Slide 1: 2023 Annual General Meeting
2023 Annual General Meeting Spring 2023
Slide 2: Notes to Investors: Forward-Looking Statements
NOTES TO INVESTORS FORWARD-LOOKING STATEMENTS. Comments made during this presentation and in these materials contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant
Slide 3: 2023 Annual General Meeting Board Proposals and Recommendations
2023 Annual General Meeting Board 2023 Proposals Recommendation Election of Eleven Director Nominees VOTE FOR EACH NOMINEE Advisory Vote on the Compensation of the Named Executive Officers VOTE FOR VOTE FOR 1 YEAR Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Nam
Slide 4: Election of Eleven Director Nominees
Election of Eleven Director Nominees 4
Slide 5: Our Director Nominees
Our Director Nominees Experienced leaders from a diverse range of relevant backgrounds Mark Catherine Michael Gregory Deborah Burke Begor Blank Farrington Hayford Chief Corporate Strategy CEO CEO Senior Managing Director Founder and President Officer and Global President NCR Corporation Equifax Blac
Slide 6: Our Director Nominees (Cont'd)
Our Director Nominees (Cont’d) Experienced leaders from a diverse range of relevant backgrounds Laura Georgette Kirk Martin Glenn Joseph Sen Kiser Larsen Mucci Reece Welling Former Non-Executive Former Operating EVP and CFO Chairman and CEO Founder and CIO Managing Partner Executive Chair and CEO, B
Slide 7: Our Board Composition
Our Board Composition Director Skills, Experience and Background NCR’s Director Nominees 91% 36% 18% Are Self-Identify Self-Identify as an Independent as Women Ethnic Minority 3.05 Years 57.82 Years Average Tenure Average Age (as of Record Date) (as of Record Date) NCR’s Board 75% of Board Committee
Slide 8: Advisory Vote on the Compensation of the Named Executive Officers
Advisory Vote on the Compensation of the Named Executive Officers 8
Slide 9: 2022 Say on Pay Vote
2022 Say on Pay Vote § The result of our 2022 Say on Pay vote was a robust 94% of the votes cast in support of our executive compensation program for our NEOs compensation in 2021. § Based on that this demonstrated support, we continued that structure for the compensation program for our NEOs compen
Slide 10: 2022 Executive Compensation Philosophy and Design
2022 Executive Compensation Philosophy and Design Continued Evolution in Line with our Strategic Priorities and Stockholder Feedback (3) 2022 Incentives Aligned with Business Goals 2022 Target Pay Mix CEO Type of Pay Objectives Components of Pay 12% Financial 55% 25% Annual Performance EBITDA Revenu
Slide 11: Second Amendment to 2017 Stock Incentive Plan
Second Amendment to 2017 Stock Incentive Plan 11
Slide 12: Addition to 2017 Stock Plan Reserve
Addition to 2017 Stock Plan Reserve Our projections show that the Company’s current share reserve under the 2017 Stock Plan will not likely be sufficient to cover anticipated new equity grants needed beyond 2023. § Approves an additional 12 million shares for issuance under the 2017 Stock Incentive
Slide 13: Additional Shares Necessary
Additional Shares Necessary § NCR’s continued ability to grant stock-based incentives is critical to: ‾ align employee and stockholder interests in the creation of stockholder value, ‾ attract, incentivize and retain highly qualified and experienced employee and director talent in the highly competi
Slide 14: Maintain Stockholder Protections
Maintain Stockholder Protections The 2017 Stock Plan will continue to retain the enhanced governance rules protecting stockholders that were added to the Plan in 2017, plus prior governance protections, including but not limited to: No “Single- No Liberal Change Director Pay No Tax Trigger” in Contr
Slide 15: Update on Environmental and Social Initiatives
Update on Environmental and Social Initiatives 15
Slide 16: Update on Environmental, Social and Governance Initiatives (1/2)
Update on Environmental, Social and Governance Initiatives (1/2) Key Select Initiatives Underway Recent Highlights Continue to report our Scope 1 and Set the ambitious Scope 2 emissions § In 2022, we are proud to publicly disclose for the first time goal to achieve Net- from our global our Scope 1 a
Slide 17: Update on Environmental, Social and Governance Initiatives (2/2)
Update on Environmental, Social and Governance Initiatives (2/2) Privacy and Data Security In December 2022, in connection with our broader ESG efforts, MSCI Inc., a leading provider of decision support tools for the global investment community, assessed NCR’s privacy and data security programs as a
Slide 18: Thank You
Thank You
Slide 19: Supplementary Materials
Supplementary Materials 19
Slide 20: Non-GAAP Measures
NON-GAAP MEASURES While NCR reports its results in accordance with generally accepted accounting principles (GAAP) in the United States, comments made during this presentation and in these materials may include non-GAAP measures. These measures are included to provide additional useful information r
Slide 21: Non-GAAP Measures: Adjusted EBITDA
NON-GAAP MEASURES Adjusted EBITDA is defined as GAAP net income (loss) from continuing operations attributable to NCR plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus stock-based compensation expense; plus other income (expense); plus pension ma