Jeffrey Sloan
About Jeffrey Sloan
Jeffrey Sloan, age 57, was appointed as an independent director of NCR Voyix (VYX) effective March 2025. He previously served as CEO of Global Payments Inc. (2013–2023) and as President of Global Payments (2010–2013), after senior roles at Goldman Sachs where he led the Financial Technology Group and helped pioneer the firm’s FinTech investment banking practice (1998–2010) . The Board determined he is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Payments Inc. | Chief Executive Officer | Oct 2013 – Jun 2023 | Led a leading global payments technology company |
| Global Payments Inc. | President | Jun 2010 – Sep 2013 | Senior leadership in payments tech |
| Goldman Sachs | Global Head, Financial Technology Group; various executive roles | Sep 1998 – May 2010 | Pioneered FinTech investment banking practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corpay Inc. | Director | Since Jul 2013 | Member, Executive & Acquisitions Committee; Information Technology & Security Committee |
| Guidewire Software, Inc. | Director | Since Jan 2025 | Board member; provider of cloud software for P&C insurance |
Board Governance
- Committee assignments: None at appointment; assignments to be determined following the Annual Meeting .
- Independence: Board affirmed Sloan’s independence under NYSE standards and company guidelines .
- Attendance: In 2024, the Board met 9 times; each incumbent director attended ≥75% of Board and committee meetings; all directors then in office attended the 2024 annual meeting (virtual) .
| Governance Item | Detail |
|---|---|
| Board meetings (2024) | 9 meetings |
| Committee meetings (2024) | Audit 9; CHRC 8; CODG 5; Risk 4 |
| Committee composition (as of proxy) | Sloan marked “assignments to be determined following the Annual Meeting” across all committees |
| Independent Chair | Kevin Reddy (appointed Feb 2025) |
| Overboarding policy | Directors reviewed if serving on >3 public boards or on competitor boards |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board retainer (non-employee director) | $80,000; paid quarterly; may be taken in cash or deferred RSUs |
| Independent Chair retainer | $130,000 (added Feb 4, 2025) |
| Committee chair/member fees | Audit Chair $35,000 / Member $15,000; CHRC Chair $25,000 / Member $10,000; CODG Chair $17,500 / Member $7,500; Risk Chair $20,000 / Member $10,000; Transaction & Finance Chair $15,000 / Member $10,000 |
| Proration | Cash retainers and committee fees prorated when joining/leaving mid-year |
| Ownership guidelines | 5x annual retainer required within 5 years; all non-employee directors compliant or within grace period as of record date |
Performance Compensation
| Equity Component | Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual director RSU grant | $160,000 grant value (2024 level; program unchanged into the 2024–2025 Board Year) | Fully vests one year after grant; may be deferred until service ends | Time-based RSUs (no performance metrics) |
| Mid-year equity (proration) | Prorated RSUs when joining mid-year | Mid-year grants generally vest on same vest date as annual grants | Sloan received a prorated annual equity grant upon appointment in March 2025 |
No performance-based PSU metrics apply to director equity awards; the Program uses time-based RSUs for directors .
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock Notes |
|---|---|---|---|
| Corpay Inc. | Corporate payments | Director; Executive & Acquisitions; IT & Security Committees | Payments adjacency to VYX’s platform/payments strategy; CODG oversees related party transactions and governance |
| Guidewire Software, Inc. | Insurance cloud software | Director | Software adjacency; no disclosed conflicts |
Expertise & Qualifications
- Significant leadership experience as CEO in payments technology and as a director on public company boards; technology and transactional expertise .
- Board independence; governance exposure across risk, technology, and M&A .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 3,872 shares; less than 1% of outstanding |
| RSUs vesting within 60 days (included as beneficial) | 3,712 RSUs |
| Hedging/Pledging | Company policy prohibits hedging and pledging of equity; margin loans using company stock prohibited |
| Director stock ownership guidelines | 5x annual retainer within 5 years; directors compliant or within grace period |
Governance Assessment
- Signals: Strong shareholder support for Sloan’s election in 2025 (For 131,805,760; Against 301,460; Abstain 62,042; broker non-votes 12,523,141) . Say-on-pay in 2025 also passed (For 120,704,443; Against 11,277,970; Abstain 186,849; broker non-votes 12,523,141) and previously had 96% support in 2024 .
- Committee assignments: TBD post-AGM, implying near-term oversight contribution will depend on final placements (Audit/Risk/CHRC/CODG) .
- Independence & overboarding: Board affirmed independence; policy reviews directors serving on >3 public boards or on competitor boards; Sloan serves on two current public boards (within policy thresholds) .
- Conflicts/related party transactions: CODG reviews all related person transactions; no Sloan-related transactions disclosed in the proxy .
- Alignment: Director equity is entirely time-based RSUs; ownership guidelines (5x retainer) and strict hedging/pledging prohibitions enhance alignment .
Appendix: 2025 Voting Results (Shareholder Confidence Indicators)
| Item | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Jeffrey Sloan | 131,805,760 | 301,460 | 62,042 | 12,523,141 |
| Say-on-Pay (Advisory) | 120,704,443 | 11,277,970 | 186,849 | 12,523,141 |