James Kelly
About James Kelly
James G. Kelly, 63, is President and Chief Executive Officer of NCR Voyix (VYX) and a director; he became CEO on February 4, 2025 after serving as Independent Chair (Oct 2023–May 2024) and Executive Chair (May 2024–Feb 2025) . He previously served as CEO and director of EVO Payments (2012–Mar 2023) and held senior roles at Global Payments (CFO 2000–2005; President/COO 2006–2010); earlier he was a Managing Director at Alvarez & Marsal and a manager in Ernst & Young’s M&A and audit groups; he holds a bachelor’s degree from the University of Massachusetts, Amherst . Company performance context: VYX 2024 Annual Incentive Plan (AIP) paid at 45% of target (under EBITDA and revenue goals) and the 2024 pay-versus-performance table shows 2024 TSR value-of-$100 at $64.18 vs peer group $299.72, framing the turnaround challenge he inherits .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NCR Voyix | Independent Chair; Executive Chair; President & CEO | Oct 2023–May 2024; May 2024–Feb 2025; Feb 2025–present | Led board during post-spin period; as Executive Chair “drove the sale process of the digital banking business”; transitioned to CEO to accelerate product-led growth |
| EVO Payments, Inc. / EVO Payments International | Chief Executive Officer; Director | 2012–Mar 2023 | Led EVO through IPO and sale to Global Payments (Mar 2023) |
| Global Payments | CFO; President & COO | 2000–2005; 2006–2010 | Senior operating and financial leadership at scaled payments firm |
| Alvarez & Marsal; Ernst & Young | Managing Director; Manager (M&A and Audit) | Prior to 2000 | Transaction and performance improvement background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MoneyGram International Inc. | Director | Current | Financial services expertise |
| Great Gray Trust Company | Director | Current | Governance/financial services |
| Madison Dearborn Partners; Broad Sky Partners | Advisory Boards | Current | Private equity advisory roles |
| U.S. Dept. of Homeland Security | Member, National Commercial Fishing Safety Advisory Committee | Current | Federal advisory service |
Fixed Compensation
| Element | 2025 terms | 2024 terms | Notes |
|---|---|---|---|
| Base Salary | $700,000 (effective Feb 4, 2025) | $550,000 while Executive Chair (from May 8, 2024) | CEO salary subject to annual review by Compensation and Human Resources Committee |
| Annual Incentive Target (MIP/AIP) | 125% of base salary | 100% of base salary | Paid based on company and individual performance |
| Director cash retainer received (transition) | N/A | $107,253 for service as Independent Chair Jan 1–May 8, 2024 (reported in “All Other Compensation”) | Transition from independent chair to Executive Chair/employee |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 results and construct
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| AIP EBITDA | 50% | $529M | $588M | $646M | $543M | 31.0% |
| AIP Revenue | 30% | $3,332M | $3,507M | $3,682M | $3,276M | —% (below threshold) |
| Strategic Scorecard | 20% | — | — | — | — | 3.0% |
| Strategic Initiatives Adjustment | — | — | — | — | — | 11.0% |
| Total funded AIP payout | — | — | — | — | — | 45% of target |
2024 individual AIP payout for Kelly: Target $357,123; funded payout calculated at 45% of target; Summary Compensation shows $121,493 in non-equity incentive plan compensation and $39,212 in the “Bonus” column due to proration from May 8 appointment as Executive Chair .
Long-Term Incentive Program (LTIP) – design and Kelly grants
| Award type | Grant date | Shares/targets | Vesting | Performance metrics / conditions |
|---|---|---|---|---|
| Time-Based RSUs (TB-RSUs) | May 10, 2024 | 80,193 shares; $1,000,007 fair value | Three equal installments on each anniversary of the 2024 Annual Award Grant Date (Mar 15, 2024) | Service-based |
| Performance-Based RSUs (PB-RSUs) | May 10, 2024 | Target 80,193; threshold 40,097; max 160,386; $1,083,808 fair value | Cliff vest at 3rd anniversary of the 2024 Annual Award Grant Date (Mar 15, 2027) | 50% Free Cash Flow conversion; 50% relative TSR (rTSR) over 3 years |
| Market-based PB-RSUs | Nov 8, 2024 | Target 104,239; threshold 52,120; max 208,478; $1,462,473 fair value | Cliff vest by Nov 8, 2027 if stock price hurdles met | 20-day trailing avg price thresholds: $22 (100%), $24 (125%), $26 (150%); linear interpolation between thresholds |
Clawback: Incentive comp is subject to company clawback policies; proxies reiterate clawback in case of accounting restatement .
Change-in-control: Equity vests only with double-trigger (CIC plus qualifying termination or if awards not assumed by a public acquirer) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 115,127 common shares (<1%); includes 32,100 shares held by the James G. Kelly Grantor Trust (son John Kelly as trustee) and 46,900 shares held by Maura M. Kelly Family Gift Trust (Mr. Kelly as trustee) |
| Stock ownership guidelines (executives) | CEO must hold ≥6x base salary within 5 years; unearned PB-RSUs and options do not count; all NEOs either in compliance or within grace period as of record date |
| Hedging/pledging policy | Hedging and pledging of VYX securities prohibited; no margin loans using VYX securities as collateral; applies to directors and officers |
| Options | No option awards granted to Kelly in 2024 per compensation tables |
Insider transactions note: In the available filing catalog we identified Form 3 filings but did not see Form 4 transactions for Mr. Kelly; continue monitoring for vesting-related sales as market-based RSUs approach price hurdles .
Employment Terms
| Term | Economics / provisions |
|---|---|
| Employment letter and effective date | CEO effective Feb 4, 2025; offer letter dated Feb 4, 2025 |
| Severance plan | Participation in 2024 Executive Severance Plan; cash severance (if payable) paid in three equal annual installments over three years following termination |
| Equity vesting on termination/retirement | All eligible time-based awards vest immediately upon a Qualifying Termination or eligible retirement; performance-based awards vest at end of performance period based on actual results; LTI granted within 12 months of retirement is ineligible for retirement vesting |
| “Good Reason” definition | Includes material diminution in role, relocation >50 miles, material breach of letter/award terms, or material reduction in base/target MIP/LTI; notice/cure required; resignation within 180 days |
| Restrictive covenants | Three-year post-termination non-compete and non-solicitation; non-recruit/hire of covered employees; non-disparagement; broad confidentiality |
| Remedies for breach | Forfeiture/recoupment of LTI and Restrictive Covenant Payments; injunctive relief; attorneys’ fees to prevailing party |
| At-will; other provisions | At-will employment; GA governing law and venue; waiver of jury trial; expense reimbursement per policy |
| CIC severance multiples | Company disclosure indicates CIC cash severance ranges from 2.0x–2.5x target cash pay by role; double-trigger equity vesting |
| Clawback; tax gross-ups | Executive clawback policy in event of restatement; no excise tax gross-ups; minimal perquisites |
Board Governance (director service; committees; dual-role implications)
- Board service history and roles: Independent Chair (Oct 2023–May 2024), Executive Chair (May 2024–Feb 2025), currently CEO and director; Kevin Reddy appointed Non-Executive Chair concurrent with Kelly’s CEO appointment to preserve independent board leadership .
- Committee roles: As Chair/CEO, he is not listed as serving on standing committees; 2024 committee matrix shows no committee assignments for Kelly .
- Independence: Kelly was independent while serving as Chair in 2024; as CEO he is management (non-independent), with Reddy as independent Chair mitigating CEO/Chair concentration risk .
- Director compensation program: Non-employee directors receive $80,000 annual cash retainer, plus additional retainers (e.g., Audit Chair $35,000; member retainers listed) and $160,000 annual RSU grant; the Board set a $130,000 annual retainer for the Independent Chair effective Feb 4, 2025 .
- Director ownership guidelines: 5x annual retainer within 5 years; all current non-employee directors in compliance or within grace period .
Director Compensation (relevant to Kelly’s 2024 transition)
| Year | Fees Earned (cash) | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 (as Independent Chair through May 8; then Executive Chair) | N/A | N/A | $107,253 director retainer (plus $1,597 life insurance; $8,250 401k match) = $117,100 | Reported in NEO “All Other Compensation” |
| 2023 (as non-employee director) | $64,342 | $147,235 | — | $211,577 |
Compensation Peer Group and Say-on-Pay
- 2024 Compensation peer group: ACI Worldwide, GoDaddy, Insight Enterprises, Jack Henry, Paysafe, Shift4, Toast, Sabre, TTEC, Zebra .
- Say-on-Pay support and shareholder engagement:
- 2024: Say-on-Pay approved with over 96% support; ongoing investor engagement cited .
- 2025: Say-on-Pay approved; votes For 120,704,443; Against 11,277,970; Abstain 186,849; Broker Non-Votes 12,523,141 .
Performance & Track Record
Strategic execution and disclosure highlights
- As Executive Chair in 2024, Kelly “drove the sale process of our digital banking business” amid leverage reduction and hardware restructuring efforts; as CEO he emphasized urgency, accountability and platform-led growth; the company reaffirmed FY 2024 revenue and adjusted EBITDA guidance in the CEO transition press release .
Company results context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 3,178,000,000 [FY 2023] | 2,826,000,000 [FY 2024] |
| EBITDA ($) | 424,000,000* | 231,000,000* |
Values with asterisks were retrieved from S&P Global.
Pay-versus-performance (company TSR lens): Value of an initial $100 investment in 2024 was $64.18 for VYX vs $299.72 for the peer group; 2023 values were $78.41 and $219.40, respectively .
Equity Grant and Vesting Schedule Detail (pressure points)
| Grant | Shares/Target | Vesting dates / conditions | Potential selling pressure notes |
|---|---|---|---|
| TB-RSUs (May 10, 2024) | 80,193 | Three equal installments on each anniversary of Mar 15, 2024 (i.e., Mar 15, 2025/2026/2027) | Annual vest tranches create periodic liquidity windows; trading subject to blackout/10b5-1 plan |
| PB-RSUs (May 10, 2024) | Target 80,193; 3-year cliff at Mar 15, 2027 | 50% FCF conversion and 50% rTSR goals; payout 0–200% | Vesting contingent on multi-year targets reduces near-term sell pressure |
| Market PB-RSUs (Nov 8, 2024) | Target 104,239; 3-year window to Nov 8, 2027 | 20-day avg price thresholds: $22 (100%), $24 (125%), $26 (150%) | If price hurdles are met, a larger vest can create concentrated selling windows; monitor Form 4s and 10b5-1 plans |
Employment Economics: Severance and Change-of-Control
- Executive Severance Plan participation; cash severance installment payments over three years; CEO equity fully vests on Qualifying Termination (time-based immediate; performance-based at performance-period end at actual results) and on eligible retirement per age/service tests .
- Change-in-control: Cash severance ranges from 2.0x–2.5x target cash pay depending on role; equity requires double-trigger (CIC plus qualifying termination or non-assumption by a public acquirer) .
- Robust 3-year non-compete and non-solicit provisions help mitigate near-term retention risk/costs .
Investment Implications
- Pay-for-performance alignment: CEO 2025 design is highly at-risk (90% at-risk target TDC), with long-term weighting to PB-RSUs tied to FCF conversion, rTSR, and market-based price hurdles—favorable for shareholder alignment if growth and cash generation accelerate .
- Vesting/supply overhang: TB-RSU tranches in 2025–2027 and potential market-based RSU vest if price thresholds are met could introduce episodic insider supply; absence of hedging/pledging and use of pre-clearance/10b5-1 structures mitigates disorderly selling risk .
- Retention/transition risk: Strong non-compete/non-solicit covenants (3 years) and clear Good Reason protections balance retention incentives with governance safeguards; severance paid in installments reduces cash burden at separation .
- Governance: Separation of CEO and Chair (Reddy as Non-Executive Chair) alleviates CEO/Chair consolidation concerns; high Say-on-Pay support (2024; approved again 2025) suggests current design has investor backing .
- Execution watch items: 2024 AIP underperformance on EBITDA and revenue underscores the operational reset; focus on platform-led growth, FCF conversion, and hitting price hurdles will be key for equity realization and investor confidence .