Ncr Voyix Corporation · NYSE:VYX
Ncr Voyix — NCR — Shareholder Meeting (April 2022)
24 slides from Ncr Voyix's shareholder meeting presentation, Apr 12, 2022
Slide 1: 2022 Annual General Meeting
2022 Annual General Meeting Spring 2022
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: 2022 Board Proposals and Recommendations
2022 Annual General Meeting Board 2022 Proposals Recommendation Election of Eleven Director Nominees VOTE FOR EACH NOMINEE Advisory Vote on the Compensation of the Named Executive Officers VOTE FOR Ratification of the Appointment of Independent Registered Public Accounting VOTE FOR Firm for the Year
Slide 4: Election of Eleven Director Nominees
Election of Eleven Director Nominees
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 Blackstone S
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 Frank Sen Kiser Larsen Mucci Martire Welling Former Non-Executive Former Operating EVP and CFO Chairman and CEO Founder and CIO Executive Chairman Executive Chair and CEO
Slide 7: Our Board Composition
Our Board Composition Director Skills, Experience and Background Strategic Transformation Government or Public Company 100% Regulatory Affairs Board Service 36% 100% NCR’s Director Nominees HR, Labor Relations & Talent CEO or President 82% 36% 18% 82% Leadership 55% Are Self-Identify Self-Identify a
Slide 8: Advisory Vote on the Compensation of the Named Executive Officers
Advisory Vote on the Compensation of the Named Executive Officers
Slide 9: Summary of Response to 2021 Say on Pay Vote
Summary of Response to 2021 Say on Pay Vote ▪ The result of our 2021 Say On Pay vote was an unmistakable message to the entire Board of Directors and NCR executive team that we better understand our stockholders’ concerns and take an unvarnished review of our compensation framework – we have taken e
Slide 10: Responsiveness to Stockholder Feedback in 2021 and 2022
Responsiveness to Stockholder Feedback in 2021 and 2022 Action / Stockholder Changes Made in 2021 Changes Made for 2022 Feedback ▪ Ongoing Total Direct Executive Compensation for all named executives generally (one exception) ▪ Discontinued the use of special one-time and off-cycle incentive plans a
Slide 11: Responsiveness to Stockholder Feedback in 2021 and 2022 (Cont'd)
Responsiveness to Stockholder Feedback in 2021 and 2022 (Cont’d) Action / Stockholder Changes Made in 2021 Changes Made for 2022 Feedback ▪ Added Stakeholder Metrics that are important to NCR as a modifier, which could increase or decrease the earned payout under the Annual Incentive Plan by +/- 20%
Slide 12: Responsiveness to Stockholder Feedback in 2021 and 2022 (Cont'd)
Responsiveness to Stockholder Feedback in 2021 and 2022 (Cont’d) Action / Stockholder Changes Made in 2021 Changes Made for 2022 Feedback ▪ The Committee affirmed its expectation that severance under our Executive Severance Plan will not be paid to named executives who voluntarily resign from Compan
Slide 13: 2021 Executive Compensation Philosophy and Design
2021 Executive Compensation Philosophy and Design Pay Aligned with Strategy & Performance 2021 Incentives Aligned with Business Goals 2021 Target Pay Mix CEO Type of Pay Objectives Components of Pay 12% Financial 100% Annual Performance Incentive EBITDA 80% 92% Long-Term Annual Incentive At-Risk Pay
Slide 14: 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 15: Stockholder Proposal Regarding Stockholder Ratification of Termination Pay
A Stockholder Proposal Regarding Stockholder Ratification of Termination Pay
Slide 16: Stockholder Proposal Regarding Termination Pay (1/2)
Stockholder Proposal Regarding Stockholder Ratification of Termination Pay (1/2) The Board recommends you vote AGAINST the proposal to require Stockholder ratification of certain termination pay ▪ NCR uses long-term equity awards designed to motivate and reward executives for the creation of long-te
Slide 17: Stockholder Proposal Regarding Termination Pay (2/2)
Stockholder Proposal Regarding Stockholder Ratification of Termination Pay (2/2) The Board recommends you vote AGAINST the proposal to require Stockholder ratification of certain termination pay § Avoiding Stockholder approval by entering into severance arrangements for amounts less than the 2.99 Li
Slide 18: Update on Environmental and Social Initiatives
Update on Environmental and Social Initiatives
Slide 19: Update on Environmental, Social and Governance Initiatives
Update on Environmental, Social and Governance Initiatives 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 Zero by 2050 by Tra
Slide 20: Governance: Privacy and Data Security
Governance Privacy and Data Security In September 2021, 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 an 8.0 on a 10 point scale, relative to the software a
Slide 21: Thank You
Thank You
Slide 22: Supplementary Materials
Supplementary Materials 22
Slide 23: 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 24: 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