{"url_path":"/sec/nice/10-k/2026/item-6b","section_key":"item-6b","section_title":"Item 6B Compensation.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1003935/0001003935-26-000010-index.html","accession_number":"0001003935-26-000010","cik":"0001003935","ticker":"NICE","issuer_name":"NICE Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1003935/0001003935-26-000010-index.html","primary_entity_key":"0001003935","primary_entity_name":"NICE Ltd."},"word_count":1883,"has_tables":true,"body_markdown":"Item 6B.    Compensation.\n\n(a) Aggregate Executive Compensation\n\nThe aggregate compensation paid to our directors and members of senior management as a group of 25 persons for 2025 (including the following individuals who departed from the Company during 2025: Mr. Barak Eilam, former CEO, Mr. Yehoshua Ehrlich, former director; Mr. Barry Cooper, former President, CX; Yaron Hertz, former President, NiCE Americas; Ms. Tali Mirsky, former Corporate VP, General Counsel and Corporate Secretary and Mr. Gil Vassoly, former VP, Corporate Finance), including compensation accrued for such year, consisted of approximately $11.7 million in salary, fees, bonus, commissions and directors’ fees and approximately $1.1 million in amounts set aside or accrued to provide pension, garden leave, severance, retirement or similar benefits or expenses, but excluding amounts expended for business travel, relocation, professional and business association dues and expenses reimbursed to our directors and executive officers.\n\nOur compensation policy for office holders, pursuant to Israeli Companies Law, 5759-1999 (the \"Israeli Companies Law\") , including for certain members of our senior management, as approved by our shareholders, following the recommendation of our compensation committee and approval by our Board of Directors (as amended, the “Compensation Policy”), is required to be reviewed and approved by our compensation committee, Board of Directors and shareholders once every three years, in line with requirement of the Israeli Companies Law. Any bonus payment made under the Compensation Policy is approved by the Board of Directors in accordance with the Israeli Companies Law.\n\nWe have a performance-based bonus plan for our executive management team. The plan is based on our overall performance, the particular unit performance and individual performance. The measurements can change from year to year, based on a combination of financial parameters, including revenues, booking and operating income as well as other non-financial parameters, such as customer satisfaction. The plan is reviewed and approved by our compensation committee and Board of Directors annually, as is any bonus payment under the plan.\n\nDuring 2025, our directors and members of senior management received, in the aggregate, (i) options to purchase 78,106 ordinary shares, which include 46,730 options with an exercise price equal to the par value of the ordinary shares (the “par value options”), and (ii) 235,736 restricted share units, under our equity-based compensation plans. The options (other than the par value options) have a weighted average price of $144.90, and all options will expire six years after the date of grant.The restricted shares units are granted with an exercise price equal to the par value of the ordinary shares, or with no exercise price.\n\nPursuant to the requirements of the Israeli Companies Law, remuneration of our directors requires shareholder approval. Compensation and reimbursement for external directors (as described below) is statutorily determined pursuant to the Israeli Companies Law. Effective as of July 1, 2015, our shareholders approved the payment to each of our non-executive directors, including external directors, of an annual fee of $40,000 and a meeting attendance fee of $1,500 for each Board meeting attended (whether in person or through media), and $1,000 for each Board committee meeting attended (whether in person or through media) (in each case paid in U.S. dollars or in NIS based on the exchange rate on July 1, 2015), subject to additional value added tax, as applicable. Furthermore, effective as of 2015, each non-executive director is entitled to an annual equity-based award, as previously approved by our shareholders and pursuant to the terms of the Compensation Policy.\n\nIn addition, our shareholders approved a special annual cash fee for the Chairman of the Board in the amount of NIS 450,000 (equivalent to approximately $123,000). The special annual fee is subject to adjustment for changes in the Israeli consumer price index after September 2012. At the Company’s 2024 annual general meeting, following the recommendation of our compensation committee and approval by our Board of Directors, our shareholders approved updates to our Compensation Policy, as further discussed below in Item 10, “Additional Information. – Approval of Office Holder Compensation” in this annual report.\n\n(b) Individual Compensation of Covered Executives\n\nThe following describes the compensation of our five most highly compensated office holders in 2025, based on the total of salary costs, bonus cost and equity costs for equity granted and expensed by the Company in 2025 (“Covered\n\n66\n\nExecutives”).\n\nThe compensation specified below is broken down into the following components (all amounts specified below are in terms of cost to the Company, as recorded in our financial statements, and U.S. dollar amounts indicated for Salary, Bonus Costs and Equity Costs are in thousands of dollars):\n\n(1)Salary Costs. Salary Costs include gross salary, one-time signing bonuses, benefits and perquisites, including those mandated by applicable law which may include, to the extent applicable to each Covered Executive, payments, contributions and/or allocations for pension, garden leave, severance, vacation, travel and accommodation, car or car allowance, medical insurances and risk insurances (e.g., life, disability, accidents), phone, convalescence pay, relocation, payments for social security, and other benefits consistent with the Company’s guidelines.\n\n(2)Bonus Costs. Bonus Costs represent bonuses granted to the Covered Executive with respect to the year ended December 31, 2025, paid in accordance with the Company’s performance-based bonus plan or as detailed below.\n\n(3)Equity Costs. Represents the expense recorded in our financial statements for the year ended December 31, 2025, with respect to equity granted in 2025 and in previous years (if applicable). For assumptions and key variables used in the calculation of such amounts, see Note 14b of our audited consolidated financial statements.\n\ni.Scott Russell – CEO. Salary Costs - $924; Bonus Costs - $1,236; Equity Costs - $10,492 expense recorded in 2025 for equity granted in 2025.\n\nii.Darren Rushworth – President, CX International. Salary Costs - $1,034; Bonus Costs - $496; Equity Costs - $1,596 expense recorded in 2025 for equity granted in 2025 and $2,318 expense recorded in 2025 for equity granted in previous years.\n\niii.Dan Belanger – President, CX Americas. Salary Costs - $559; Bonus Costs - $572; Equity Costs - $1,993 expense recorded in 2025 for equity granted in 2025 and $2,344 expense recorded in 2025 for equity granted in previous years.\n\niv.Beth Gaspich – CFO. Salary Costs - $595; Bonus Costs $447; Equity Costs - $1,595 expense recorded in 2025 for equity granted in 2025 and $3,690 expense recorded in 2025 for equity granted in previous years.\n\nv.Craig Costigan – CEO, NICE Actimize. Salary Costs - $528; Bonus Costs - $513; Equity Costs - $1,556 expense recorded in 2025 for equity granted in 2025 and $3,390 expense recorded in 2025 for equity granted in previous years.\n\n(c) CEO Compensation\n\nMr. Scott Russell was appointed as our Chief Executive Officer, or CEO, effective as of January 1, 2025. Under the Israeli Companies Law, the terms of office and employment of a CEO are governed by the Company’s statutory Compensation Policy, which is approved in advance by its shareholders. Generally, such terms must also be approved by the Compensation Committee, Board of Directors, and shareholders, unless the Compensation Committee determines that seeking shareholders’ approval could frustrate the engagement of a new CEO candidate, such as in the case of the appointment Mr. Russell. Thus, Mr. Russell’s terms of office and employment for the year ended December 31, 2025, were approved by our Compensation Committee and the Board. The terms of Mr. Russell’s current compensation are as follows:\n\nBase Salary: As of January 1, 2025 Mr. Russell is entitled to an annual base salary of USD 900,000.\n\nBenefits: Mr. Russell is entitled to the entire range of benefits available through the Company’s employee benefits programs, subject to amendment from time to time, as well as other benefits consistent with our Compensation Policy.\n\nAnnual Cash Bonus (performance-based): Mr. Russell is entitled to an annual cash bonus (the “CEO MBO Payment”), based on the achievement of certain performance targets, at an annual target amount of 120% of his annual base salary (the “Target Bonus”).\n\nThe targets for our 2025 CEO MBO plan were pre-determined by our Compensation Committee and Board of Directors and are comprised of 80% financial measurable company targets, measured against our actual annual financial results, and 20%\n\n67\n\nadditional performance criteria relating to strategic achievements for the Company. The CEO MBO Payment may increase or decrease to account for over- or under-achievement and is capped at 200% of the CEO's Target Bonus.\n\nEquity Based Compensation: Mr. Russell received an initial equity award, designed to create an initial equity stake as our incoming CEO and create a significant retention incentive, comprised of the following: (i) 55,000 time-based RSUs (the “TRSUs”), which will vest over a four-year period, with 40% vesting one year after his start date, and the remaining 60% vesting in 12 equal quarterly installments thereafter; (ii) 27,500 Performance-Vested RSUs tied to the Company’s financial performance objectives for 2025, which also include a four-year time based vesting schedule identical to the TRSUs (the “PSUs”); and (iii) 27,500 Relative TSR Performance-Vested RSUs (“rTSR PSUs”), which will vest in a single cliff after three years from the grant date, with the number of shares to be earned based on the Company’s relative Total Shareholder Return performance and capped at 150% of the base number of the rTSR PSUs.\n\nCorporate Transaction: Upon a Corporate Transaction or a Change of Control (as such terms are defined in the Company’s 2016 Share Incentive Plan), Mr. Russell will be entitled to acceleration of vesting of the TRSUs and PSUs in accordance with the double trigger mechanism set forth in Section 7.4 of the 2016 Plan, subject to the amendment and modification provisions of the 2016 Plan. The rTSR PSUs become converted to time-vested RSUs upon a change of control in a pro-rated amount based on the portion of the performance period completed. The resulting time-vested RSUs (converted from rTSR PSUs) vest on their original pre-scheduled date, provided that they will also be subject to acceleration of vesting in accordance with the double trigger mechanism set forth in Section 7.4 of the 2016 Plan, subject to the amendment and modification provisions of the 2016 Plan.\n\nInsurance and Indemnification: Similar to all our directors and officers, Mr. Russell is also a party to our directors and officers indemnification agreement and is covered under the Company’s directors and officers insurance, all in accordance with and subject to the Israeli Companies Law and the Company’s articles of association.\n\nTermination of Employment: each of the Company and Mr. Russell is required to provide written notice of six (6) months (the “Notice Period”) prior to termination of employment. During the Notice Period, Mr. Russell will be required to continue to perform the duties and responsibilities of his position, unless the Company decides otherwise, in which case, the Company will continue to compensate Mr. Russell in accordance with his terms of office and employment. In addition, in exchange for the execution and non-revocation of release of claims and rights, Mr. Russell will be eligible for an “Adjustment Period” of an additional six (6) months following the end of the Notice Period.\n\nFuture equity grants to Mr. Russell during the term of his employment as CEO shall be subject to approval by our Compensation Committee, Board of Directors, and our shareholders, in accordance with the Israeli Companies Law.\n\nAdditional disclosure regarding the compensation of our CEO will be disclosed in our proxy statement."}