NCR VOYIX CORP (VYX)
Sector: Information Technology
2026 Annual Meeting Analysis
NCR VOYIX CORP · Meeting: June 3, 2026
Directors FOR
1
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Kelly has served as a director since 2023 and the stock has lost roughly half its value over three years while the company's own compensation peer group declined only 9% on average — a gap of 41 percentage points that far exceeds the 20-point trigger; the 5-year record offers no relief because VYX underperforms peers by 26 points over that longer window as well.
Haugen joined the board in October 2023 and has been a director throughout the period of severe stock underperformance; VYX has trailed its compensation peer group by 41 percentage points over three years and by 26 percentage points over five years, both of which exceed the policy trigger thresholds, so no mitigant applies.
Reddy has served since October 2023 and the company's stock has declined 50% over three years against a peer group that fell only 9% — a 41-point gap well above the policy threshold — and the five-year comparison is equally unfavorable, so no long-term mitigant softens the against vote.
Henderson joined in March 2024, meaning he will have served approximately 27 months by the June 2026 annual meeting, just beyond the 24-month new-director exemption window; VYX has continued to underperform peers by a wide margin during his tenure and the five-year record offers no mitigant, so the trigger applies.
Larsen has been a director since September 2019 and his tenure fully encompasses the multi-year period during which VYX lost half its value while peers declined only 9%; the five-year data confirms sustained underperformance rather than a temporary dip, making an against vote appropriate.
Miller joined in October 2023 and has served through the entire recent period of steep underperformance; with VYX trailing its peer group by 41 points over three years and 26 points over five years — both above the policy thresholds — no mitigating factor supports a for vote.
Sen has served since May 2022, meaning her tenure overlaps substantially with the three-year underperformance window; VYX has underperformed its compensation peer group by 41 points over three years and 26 points over five years, both exceeding the policy thresholds, so an against vote is warranted.
For Analysis
Sloan joined the board in March 2025, giving him less than 24 months of service by the June 2026 meeting date; under the policy, newly added directors within the 24-month window are exempt from the stock performance trigger to allow reasonable time to contribute before being held accountable for prior-period results.
Seven of the eight director nominees trigger the TSR underperformance policy because VYX has lost 50% over three years while its own compensation peer group declined only 9% — a 41-percentage-point gap that far exceeds the 20-point threshold for companies with negative absolute returns — and the five-year comparison (VYX -72% vs. peers -46%, a 26-point gap) confirms this is sustained underperformance rather than a temporary trough. Only Jeffrey Sloan, who joined the board in March 2025, qualifies for the new-director exemption and receives a FOR vote. All other nominees — Kelly, Haugen, Reddy, Henderson (just past the 24-month mark), Larsen, Miller, and Sen — receive AGAINST votes under the policy.
Say on Pay
✓ FORCEO
James G. Kelly
Total Comp
$6,421,112
Prior Support
91%%
CEO total compensation of $6.4 million is not excessive for a technology company of VYX's current market cap, and the pay structure is well-designed: 90% of CEO target pay is variable and at risk, the annual cash bonus paid out at zero because the company missed both primary financial targets (EBITDA and revenue came in below the threshold needed to earn any payout), and long-term equity awards are tied to meaningful performance conditions including relative total shareholder return and free cash flow over a three-year period. The prior year Say on Pay vote received 91% support — well above the 70% threshold that would require scrutiny — and there is no evidence of guaranteed pay disguised as performance pay. While the stock has performed poorly, the incentive plan demonstrably worked as intended by delivering zero annual bonuses in a year of financial underperformance, which is exactly the alignment between pay and performance that the policy is designed to reward.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,294,000
Non-Audit Fees
$55,000
Non-audit fees of $55,000 represent only about 1.7% of audit fees of $3,294,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; and PricewaterhouseCoopers is a Big Four firm appropriate for a company of VYX's size and complexity.
Overall Assessment
The 2026 NCR Voyix annual meeting presents a board accountability problem: the stock has lost half its value over three years while the company's own compensation peer group declined only 9%, triggering against votes for seven of the eight director nominees under the TSR underperformance policy — only newly added director Jeffrey Sloan is exempt. The Say on Pay vote receives a FOR because the incentive plan actually worked as intended, delivering zero annual bonuses in a year when the company missed its financial targets, and CEO pay structure is predominantly variable and performance-linked.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing