Irv Henderson
About Irv Henderson
Irv Henderson, 56, is an independent director of NCR Voyix (VYX) since 2024. He joined the Board in March 2024 and serves on the Committee on Directors and Governance (CODG) and the Risk Committee; he also chairs the Transaction and Finance Committee. Henderson is CEO and Founder of KonstructIQ Inc.; previously he served as EVP & Chief Digital Officer for Small Business at U.S. Bank (Sep 2019–Dec 2022) and was CEO/co‑founder of talech (2012–2019). He holds an MBA from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bank | EVP & Chief Digital Officer, Small Business | Sep 2019 – Dec 2022 | Led One U.S. Bank digital strategy execution for business customers |
| talech (acquired by U.S. Bank) | CEO & Co‑Founder | 2012 – 2019 | Built POS systems for restaurants and retailers; transitioned on acquisition |
| Yahoo! | Technology product leadership roles | Not disclosed | Product leadership roles (dates not disclosed) |
| Obopay | Technology product leadership roles | Not disclosed | Product leadership roles (dates not disclosed) |
| InfoSpace Mobile | Technology product leadership roles | Not disclosed | Product leadership roles (dates not disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KonstructIQ Inc. (private) | CEO & Founder | Current | Software tools for residential construction to simplify workflows and financial operations |
Board Governance
- Independence: Board determined Henderson and all non‑employee directors are independent under NYSE standards and Company Guidelines .
- Committee assignments (2024): CODG member; Risk Committee member; Transaction & Finance Committee Chair (ad‑hoc) .
- Board/committee activity and attendance: Board met 9 times (2024); Audit 9; CHRC 8; CODG 5; Risk 4. Each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting (virtual) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Committee on Directors & Governance (CODG) | Member | 5 | Reviews governance practices, director compensation, nominations, related‑party transaction approvals |
| Risk Committee | Member | 4 | Oversees ERM, cybersecurity, sustainability and emerging risks |
| Transaction & Finance Committee | Chair | Ad‑hoc | Formed 2023; current members: Henderson (Chair), Haugen, Kelly, Larsen |
Fixed Compensation
- Program structure (Board Year: 2024 annual meeting to 2025 annual meeting): Annual Board retainer $80,000; additional annual retainers for committee service are paid quarterly and may be elected in cash or deferred RSUs; prorated for mid‑year service .
- Henderson’s 2024 actual cash fees: $87,611 (prorated) .
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (actual, 2024) | 87,611 | Henderson’s reported cash compensation for 2024 |
| Annual Board Retainer (program schedule) | 80,000 | Applies to non‑employee directors; paid quarterly; elective deferral available |
| CODG Member Retainer (program schedule) | 7,500 | Annual member retainer |
| Risk Committee Member Retainer (program schedule) | 10,000 | Annual member retainer |
| Transaction & Finance Committee Chair (program schedule) | 15,000 | Annual chair retainer |
Performance Compensation
- Director equity is time‑based RSUs; annual grant value $160,000 with one‑year vesting; prorated grants for mid‑year appointments (vest with the annual cycle). Henderson received a prorated RSU grant at appointment that vested May 2, 2024 .
- Henderson’s 2024 stock awards (grant‑date fair value): $181,870 (includes $160,004 annual RSU grant plus ~$21,866 prorated RSU grant) .
| Equity Award Detail | Amount / Terms | Notes |
|---|---|---|
| Annual RSU grant (2024) | $160,004 | One‑year vesting from grant; elective deferral permitted |
| Pro‑rated RSU grant (on appointment) | $21,866 | Granted Mar 14, 2024; vested May 2, 2024, subject to continued service |
| Total 2024 Stock Awards (grant‑date FV) | $181,870 | Reported in Director Compensation Table |
| Options awarded | None | Company has not granted director stock options since 2020 |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Henderson in the 2025 proxy . |
Expertise & Qualifications
- Leadership and technology credentials: Extensive experience in technology and POS software development; retail and restaurant industry exposure; MBA from Cornell University .
- Board skills coverage: Board identified enterprise technology/digital products and risk management among core skill areas represented by nominees .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares of Common Stock Beneficially Owned (as of Mar 31, 2025) | 14,185 | Less than 1% of common shares outstanding; includes RSUs vesting within 60 days |
| Percent of Common Stock Outstanding | * | “*” denotes <1% per proxy table |
| RSUs Outstanding (as of Dec 31, 2024) | 12,413 | Director RSUs outstanding; no options outstanding |
| Options (Exercisable/Unexercisable) | 0 | No outstanding options for Henderson |
| Deferred Shares Outstanding | 0 | None reported for Henderson |
| Ownership Guidelines | 5× annual retainer within 5 years of appointment | All current non‑employee directors in compliance or within grace period |
| Hedging/Pledging | Prohibited by Insider Trading Policy | Applies to directors; hedging and pledging disallowed |
Governance Assessment
-
Positive signals:
- Confirmed independent status; active committee service, including chairing the Transaction & Finance Committee, indicating strong engagement in capital and transaction oversight .
- Attendance: Board-wide disclosure of ≥75% attendance and full participation in the annual meeting; committee cadence indicates regular engagement in risk and governance topics .
- Pay mix: Majority equity compensation via time‑based RSUs aligns director interests with shareholders; elective deferral allowed to enhance long‑term alignment .
- Ownership policy: 5× retainer stock ownership guideline with five‑year compliance window; hedging/pledging prohibited, reducing misalignment risk .
- Related‑party oversight: CODG reviews and approves related person transactions under a formal policy; no Henderson‑specific related party transactions disclosed .
-
Watch items:
- Limited tenure (appointed March 2024) means board performance track record is early-stage; monitor future attendance and contribution, especially in Risk and CODG .
- External operating role (CEO of KonstructIQ) could create time‑allocation risk; Company’s overboarding policy provides a framework to review availability if external board service expands, though no issues disclosed for Henderson .
No director‑specific conflicts, hedging/pledging, pledging of shares, or related‑party transactions involving Henderson are disclosed in the 2025 proxy. Compensation is standard for VYX’s director program, with prorated grants on appointment and no performance‑conditioned director awards .