Laura Miller
About Laura Miller
Laura Miller, age 60, is an independent director of NCR Voyix (VYX) who joined the Board in October 2023; she chairs the Risk Committee and serves on the Audit Committee . She brings extensive technology and cybersecurity leadership experience from roles as EVP & CIO at Macy’s (Mar 2021–Aug 2024) and Global CIO at InterContinental Hotels Group (IHG) (2013–Jan 2020), with earlier transformation leadership at First Data; she holds a B.S. in Information Systems Management (UMBC) and an M.S. in Computer Systems Management (University of Maryland University College) . The Board has affirmatively determined Ms. Miller is independent under NYSE standards and the company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | EVP & Chief Information Officer | Mar 2021 – Aug 2024 | Led enterprise strategy, execution, data/analytics, and cybersecurity for 3 brands across 650+ locations |
| InterContinental Hotels Group (IHG) | Global Chief Information Officer | 2013 – Jan 2020 | Global CIO leadership in hospitality technology |
| First Data Corporation | SVP, Financial Services App Dev (prior to IHG) | Not specified | Led transformational initiatives to re-architect global business model, drive operational and financial improvements |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ahold Delhaize | Supervisory Board Member | Current | One of world’s largest food retail groups; supervision/governance role |
| EVO Payments, Inc. | Director; Chair of Technology Committee | Prior | Board and technology committee chair prior to acquisition |
| LGI Homes | Director | Prior | Public company directorship in residential homebuilding |
Board Governance
- Current Board roles: Risk Committee Chair; Audit Committee Member .
- Independence: Board determined all non-employee directors, including Ms. Miller, are independent under NYSE and company guidelines .
- Attendance: Board met 9 times in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings; all directors in office attended the 2024 annual meeting .
- Committee activity levels in 2024: Audit (9 meetings), Compensation & Human Resource (8), Committee on Directors & Governance (5), Risk (4) .
- Board leadership: Independent Chair role in place; Lead Independent Director role eliminated Feb 4, 2025 when Independent Chair appointed .
- Cybersecurity oversight: Risk Committee oversees cybersecurity and information security processes; CTO/CISO report regularly; directors with cybersecurity experience (including Ms. Miller) actively engage on plans and defenses .
- Overboarding policy: Review triggered if a director serves on >3 other public boards; directors must notify before joining another board; policy also addresses executives’ outside boards and competitive board seats .
Fixed Compensation
| Component | VYX Director Program Detail | 2024/Board Year Application |
|---|---|---|
| Annual Board retainer (cash) | $80,000; paid quarterly; may elect cash or deferred RSUs; pro-rated for mid-year changes | Applies to Ms. Miller |
| Committee chair retainers | Audit $35,000; CHRC $25,000; CODG $17,500; Risk $20,000; Transaction & Finance $15,000 | Ms. Miller as Risk Chair: $20,000 |
| Committee member retainers | Audit $15,000; CHRC $10,000; CODG $7,500; Risk $10,000; Transaction & Finance $10,000 | Ms. Miller as Audit member: $15,000 |
| Annual equity grant (non-employee directors) | RSUs; $160,000 grant value; 1-year vest; may elect deferral; pro-rata for mid-year appointees | Ms. Miller granted $160,004 of RSUs on May 29, 2024 |
| Director pay cap | 2017 Stock Plan caps non-employee director pay at $1,000,000 (cash + grant date fair value) per calendar year |
Director compensation earned by Ms. Miller (FY 2024):
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Laura Miller | 113,517 | 160,004 | 273,521 |
| Citations: |
Director stock ownership guidelines: Within 5 years, own stock equal to 5x annual retainer (5 × $80,000 = $400,000), counting shares owned, RSUs and deferred shares; all current non-employee directors are either compliant or within the grace period .
Performance Compensation
- Non-employee directors do not receive performance-based pay; annual equity grants are time-based RSUs vesting after one year .
- Ms. Miller’s 2024 annual equity grant: $160,004 of RSUs; 12,413 RSUs outstanding at 12/31/2024 under director awards; no stock options .
| Equity Detail (as of 12/31/2024) | Quantity/Value |
|---|---|
| RSUs Outstanding (director awards) | 12,413 |
| Options Outstanding | 0 |
Other Directorships & Interlocks
| Company | Type | Potential Interlock Consideration | Disclosure Status |
|---|---|---|---|
| Ahold Delhaize | Public company supervisory board | Large food retailer; VYX serves retail verticals generally | No related-person transactions involving Ms. Miller disclosed in proxy; CODG oversees related-party reviews |
Related-party transactions policy requires review/approval by CODG or disinterested directors; proxy does not disclose any related-person transactions involving Ms. Miller .
Expertise & Qualifications
- Technology and cybersecurity leadership (CIO roles at Macy’s and IHG) ; Board’s cyber oversight occurs in Risk Committee, which she chairs .
- Retail and hospitality domain expertise from Macy’s and IHG .
- Financial literacy through Audit Committee service .
- Education: B.S. Information Systems Management (UMBC); M.S. Computer Systems Management (University of Maryland University College) .
Equity Ownership
As of March 31, 2025 (Table Date):
- Beneficial ownership: 21,809 shares of common stock; includes 12,413 RSUs vesting within 60 days of record date; less than 1% of shares outstanding .
- Hedging/Pledging: Company policy prohibits directors from hedging and pledging NCR Voyix securities .
- Ownership guidelines: 5× annual retainer within 5 years; status for all non-employee directors is compliant or within grace period .
| Ownership Detail | Amount |
|---|---|
| Common shares beneficially owned | 21,809 (includes RSUs vesting within 60 days) |
| RSUs outstanding (director awards) | 12,413 |
| Options (exercisable/unexercisable) | 0 |
| Ownership % of outstanding | <1% |
| Hedged or pledged shares | Prohibited by policy |
| Ownership guideline | 5× annual retainer ($400,000) within 5 years; in compliance or within grace period |
Governance Assessment
Strengths
- Independent director with deep technology and cybersecurity credentials; serves as Risk Committee Chair and Audit Committee member, aligning skills to oversight responsibilities .
- Strong engagement/attendance culture (≥75% attendance for incumbents; full 2024 annual meeting attendance) and active committee cadence .
- Director pay structure aligns with shareholders via time-based RSUs and robust ownership guideline (5× retainer) with broad compliance; hedging/pledging prohibited .
- Board independence and governance practices (89% independent, majority voting, proxy access, special meeting rights); investor support evidenced by 96% Say-on-Pay approval in 2024 .
Potential risks/flags to monitor
- External public board service (Ahold Delhaize) should be monitored under the overboarding policy; current policy review threshold is >3 other public boards; no related-party transactions disclosed involving Ms. Miller .
- No attendance shortfalls disclosed; no related-party or Section 16 issues disclosed for Ms. Miller .
Citations: