Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay vs. Performance Table

The following Table shows the past three fiscal years’ of SCT pay, CAP, our indexed total shareholder return (TSR), the indexed relative TSR (“rTSR”) of our performance peers over the same period, our net income, and our adjusted EBITDA.

Pay vs. Performance



Year	Summary Compensation Table Total for PEO (1&2)	Compensation Actually Paid to PEO (1&3)	Average Summary Compensation Table Total for Non- PEO NEOs (1&2)	Average Compensation Actually Paid to Non-PEO NEOs (1&3)	Value of Initial Fixed $100		Net Income (millions) (5)	Adjusted EBITDA (6)
Year	Summary Compensation Table Total for PEO (1&2)	Compensation Actually Paid to PEO (1&3)		Average Compensation Actually Paid to Non-PEO NEOs (1&3)	Total Shareholder Return (4)	Peer Group Total Shareholder Return (4)	Net Income (millions) (5)	Adjusted EBITDA (6)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2022	$12,743,595	($23,626,321)	$5,545,639	($5,623,383)	$66.58	$98.98	$59.00	$1,370
2021	$14,840,501	$25,600,030	$6,428,128	$9,513,796	$114.33	$143.24	$98.00	$1,244
2020	$28,325,266	$48,362,013	$8,754,275	$13,908,923	$106.85	$122.10	($78)	$896

(1)

NEOs included in these columns reflect the following:



Year	PEO	Non-PEO NEOs
2022	Michael Hayford	Owen Sullivan, Tim Oliver, Adrian Button and Don Layden
2021	Michael Hayford	Owen Sullivan, Tim Oliver, Adrian Button and Don Layden
2020	Michael Hayford	Owen Sullivan, Tim Oliver, Adrian Button, Daniel Campbell and Andre Fernandez

(2)

Amounts reflect Summary Compensation Table Total Pay for our named executives for each corresponding year.

(

The following table details the adjustment to the Summary Compensation Table Total Pay for our PEO, as well as the average for our other named executives, to determine “compensation actually paid”, as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year.



	PEO			NEO Average
	2022	2021	2020	2022	2021	2020
Summary Compensation Table Total	$12,743,595	$14,840,501	$28,325,266	$5,545,639	$6,428,128	$8,754,275
Less: Reported Fair Value of Equity Awards (a)	$11,597,692	$11,331,818	$18,045,960	$4,784,049	$4,307,868	$5,406,057
Add: Year-End Fair Value of Equity Awards Granted in the Year (b)	$4,622,248	$13,720,895	$36,557,846	$1,906,677	$5,200,338	$10,661,027
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b)	($16,707,235)	$1,494,274	($2,887,754)	($3,980,644)	$530,113	($902,923)
Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b)	($12,687,237)	$6,876,178	$4,412,615	($4,311,006)	$1,663,085	$802,601
Compensation Actually Paid	($23,626,321)	$25,600,030	$48,362,013	($5,623,383)	$9,513,796	$13,908,923

(a)

The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table

r the applicable year.

(b)

Fair values of unvested and outstanding equity awards to our named executives were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP, including the Black-Scholes formula for options granted at the money, and Monte Carlo simulation for premium-priced options and performance share RSUs. See “Stock Compensation Plans” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form

10-K

for the corresponding fiscal year, where we explain assumptions made in valuing equity awards at grant.

(

)

The amounts reflect the indexed TSR of NCR stock (column (f)) and the S&P 500 Information Technology Sector Index (column (g)) at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019, and reinvestment of dividends, if any.

(

)

The dollar amounts reported represent the net income reflected in NCR’s audited financial statements for the applicable year.

(

While we use numerous financial and

non-financial

performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in NCR’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to named executives, for the most recently completed fiscal year, to company performance.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote [Text Block]

Owen Sullivan, Tim Oliver, Adrian Button and Don Layden

Owen Sullivan, Tim Oliver, Adrian Button, Daniel Campbell and Andre Fernandez

Peer Group Issuers, Footnote [Text Block]

PEO Total Compensation Amount

$ 12,743,595

$ 14,840,501

$ 28,325,266

PEO Actually Paid Compensation Amount

$ (23,626,321)

25,600,030

48,362,013

Adjustment To PEO Compensation, Footnote [Text Block]



	PEO			NEO Average
	2022	2021	2020	2022	2021	2020
Summary Compensation Table Total	$12,743,595	$14,840,501	$28,325,266	$5,545,639	$6,428,128	$8,754,275
Less: Reported Fair Value of Equity Awards (a)	$11,597,692	$11,331,818	$18,045,960	$4,784,049	$4,307,868	$5,406,057
Add: Year-End Fair Value of Equity Awards Granted in the Year (b)	$4,622,248	$13,720,895	$36,557,846	$1,906,677	$5,200,338	$10,661,027
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b)	($16,707,235)	$1,494,274	($2,887,754)	($3,980,644)	$530,113	($902,923)
Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b)	($12,687,237)	$6,876,178	$4,412,615	($4,311,006)	$1,663,085	$802,601
Compensation Actually Paid	($23,626,321)	$25,600,030	$48,362,013	($5,623,383)	$9,513,796	$13,908,923

Non-PEO NEO Average Total Compensation Amount

$ 5,545,639

6,428,128

8,754,275

Non-PEO NEO Average Compensation Actually Paid Amount

$ (5,623,383)

9,513,796

13,908,923

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]



	PEO			NEO Average
	2022	2021	2020	2022	2021	2020
Summary Compensation Table Total	$12,743,595	$14,840,501	$28,325,266	$5,545,639	$6,428,128	$8,754,275
Less: Reported Fair Value of Equity Awards (a)	$11,597,692	$11,331,818	$18,045,960	$4,784,049	$4,307,868	$5,406,057
Add: Year-End Fair Value of Equity Awards Granted in the Year (b)	$4,622,248	$13,720,895	$36,557,846	$1,906,677	$5,200,338	$10,661,027
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b)	($16,707,235)	$1,494,274	($2,887,754)	($3,980,644)	$530,113	($902,923)
Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b)	($12,687,237)	$6,876,178	$4,412,615	($4,311,006)	$1,663,085	$802,601
Compensation Actually Paid	($23,626,321)	$25,600,030	$48,362,013	($5,623,383)	$9,513,796	$13,908,923

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Total Shareholder Return Vs Peer Group [Text Block]

Tabular List [Table Text Block]

Most Important Company Performance Measures for Determining Executive Compensation

For fiscal year 2022, our CHRC identified the performance measures listed below as the most important in its compensation-setting process for our named executives:

●

Adjusted EBITDA

●

Recurring Revenue

●

rTSR

Total Shareholder Return Amount

$ 66.58

114.33

106.85

Peer Group Total Shareholder Return Amount

98.98