Catherine Burke
About Catherine L. Burke
Catherine “Katie” L. Burke, age 49, has served as an independent director of NCR Voyix since September 2019. She is Chair of the Committee on Directors and Governance and a member of the Compensation and Human Resources Committee, with recognized expertise in corporate strategy, public affairs, and governance; the Board has affirmatively determined she is independent under NYSE standards . Her background includes founding Fall Creek Advisors, serving on CVC Capital Partners’ U.S. advisory board, and senior leadership roles at Edelman and Nielsen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daniel J. Edelman Holdings (Edelman, ZENO, Edelman Smithfield) | Vice Chairman & Chief Corporate Strategy Officer; Global Chair, Public Affairs; Global President, Practices & Sectors; EVP, Public Affairs | Various since 2008; returned in 2017 | Senior leadership in corporate strategy and operations; public affairs expertise |
| Nielsen Holdings plc | EVP, Marketing & Communications | 2014–2016 | Led marketing/comms; enterprise-scale stakeholder engagement |
| Katie Burke Communications | Founder | 2014–2016 | Advisory work; strategic communications |
| Black Knight, Inc. | Director | Through successful acquisition by ICE in Sep 2023 | Public company board experience; transaction completion oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Fall Creek Advisors | Founder & Principal | Current |
| CVC Capital Partners | U.S. Advisory Board Member | Current |
| Daniel J. Edelman Holdings (DJE Holdings) | Senior Advisor | Current |
| Black Knight, Inc. | Director | Prior; company acquired Sep 2023 |
Board Governance
- Committee assignments: Chair, Committee on Directors and Governance; Member, Compensation and Human Resources Committee .
- Independence: Board determined all non-employee directors, including Burke, are independent per NYSE and Company guidelines .
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting (virtual) .
- Committee activity levels (2024): Audit (9), CHRC (8), CODG (5), Risk (4) meetings .
- Overboarding policy: Board reviews availability if a director serves on >3 other public boards; prior notification required before joining other boards .
- Say-on-Pay support: 96% approval in 2024, indicating strong shareholder endorsement of compensation governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $80,000 | Payable quarterly; directors may elect cash or deferred RSUs; unchanged for 2024-2025 Board Year . |
| Committee Chair Fee (CODG) | $17,500 | Annual; unchanged for 2024-2025 . |
| Committee Member Fee (CHRC) | $10,000 | Annual; unchanged for 2024-2025 . |
| Fees Earned in Cash (2024) | $107,500 | Burke’s actual cash fees in 2024 . |
| Annual Director Equity Grant (RSUs) | $160,000 | Granted May 29, 2024; vests fully one year post-grant; deferral election available . |
| Stock Awards (Grant-Date Fair Value, 2024) | $160,004 | FASB ASC 718 valuation . |
- Payment cadence: retainers paid approximately June 30, Sept 30, Dec 31, Mar 31; prorated for mid-year changes .
- Equity vesting: annual RSUs vest one year after grant; mid-year grants prorated; directors may defer equity until service ends .
Performance Compensation
Directors do not receive performance-based equity or cash incentives; annual equity grants are time-based RSUs that vest after one year .
| Performance Metric | Weight | Target | Result/Payout |
|---|---|---|---|
| Not applicable for directors | — | — | RSUs are time-based; no performance linkage . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Black Knight, Inc. (prior) | Director | Not disclosed | No related-party transactions disclosed with NCR Voyix; acquisition by ICE completed Sep 2023 . |
| CVC Capital Partners (advisory) | U.S. Advisory Board Member | — | No related-party transactions disclosed; CODG reviews any related person transactions . |
| DJE Holdings | Senior Advisor | — | No related-party transactions disclosed . |
- Related party oversight: CODG must approve related-person transactions; none disclosed involving Burke .
Expertise & Qualifications
- Corporate strategy and operations leadership; public affairs and corporate affairs expertise; financial literacy; prior public company board experience; international experience .
- Governance leadership evidenced by CODG Chair role .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial Ownership (Common Shares) | 52,412 | Less than 1% of shares outstanding; includes 12,413 RSUs vesting within 60 days of Mar 31, 2025 . |
| RSUs Outstanding (as of Dec 31, 2024) | 12,413 | Director equity awards table . |
| Pledged Shares | None disclosed | Hedging/pledging prohibited by policy . |
| Ownership Guidelines | 5x annual retainer within 5 years | All non-employee directors compliant or within grace period as of Record Date . |
Governance Assessment
- Strengths: Independent status; CODG Chair with direct oversight of governance, director compensation, and related-party approvals ; solid attendance; clear stock ownership alignment requirements; hedging/pledging prohibitions .
- Compensation alignment: Director pay mix balanced (cash retainer plus time-based RSUs), modest absolute levels ($80k cash retainer; $160k equity), and committee fees consistent with peers; annual equity grants vest after one year, avoiding short-term performance gaming .
- Shareholder signals: Strong 96% Say-on-Pay support in 2024 suggests broad confidence in compensation governance overseen in part by CHRC, where Burke is a member .
- Red flags: None disclosed regarding related-party transactions, pledging or hedging, tax gross-ups for directors, or attendance shortfalls; Board emphasizes majority voting and proxy access; overboarding monitored .
Appendices
Committee Assignments and Activity (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Committee on Directors and Governance | Chair | 5 |
| Compensation & Human Resources Committee | Member | 8 |
Director Compensation Detail (Burke, 2024)
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $107,500 |
| Stock Awards (Grant-Date Fair Value) | $160,004 |
| Total | $267,504 |
| RSUs Outstanding (12/31/2024) | 12,413 |
Policy Highlights
- Hedging/Pledging: Prohibited for directors and officers .
- Director Stock Ownership Guidelines: 5x annual retainer; compliant or within grace period .
- Majority Voting and Proxy Access: In place; annual elections; stockholder rights articulated .