DEF 14A of TTEC Holdings, Inc., Apr 10, 2024

DEF 14A of TTEC Holdings, Inc.

Filed Apr 10, 2024 · FY20230001104659-24-045835

Open on EDGAR

  1. 10:00 a.m. Mountain Daylight Time

    | ● | Approve an amendment to the TTEC 2020 Equity Incentive Plan; and |

  2. Margaret B. McLean

    Margaret B. McLean General Counsel and Chief Risk Officer Greenwood Village, Colorado Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 22, 2024: This Notice of Annual Meeting and Proxy Statement and the 2023 Annual Report are available at ttec.com.

  3. Margaret B. McLean

    | REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | | | | | | VIA INTERNET Visit the website listed on your proxy card. | | BY MAIL Sign, date and return your proxy card in the enclosed envelope. | | | BY TELEPHONE Call the telephone number on your proxy card. | | AT THE VIRTUAL MEETING Attend the Annual Meeting virtually and vote using the URL provided above. | | ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS. You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. | | | |

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    Table of Contents

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    | PROXY STATEMENT EXECUTIVE SUMMARY | 1 | | MATTERS TO BE VOTED ON AT THE 2024 ANNUAL MEETING | 1 | | OUR COMPANY | 2 | | 2023 PERFORMANCE HIGHLIGHTS | 3 | | CORPORATE GOVERNANCE HIGHLIGHTS | 4 | | DIRECTOR EXPERIENCE | 6 | | IMPACT AND SUSTAINABILITY (ESG): LIVING OUR VALUES | 7 | | 2024 BOARD NOMINEES | 8 | | 2023 EXECUTIVE COMPENSATION HIGHLIGHTS | 9 | | GENERAL INFORMATION | 10 | | IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES | 10 | | CORPORATE GOVERNANCE | 15 | | Board Leadership Structure | 15 | | Board Risk Oversight | 16 | | Communications with The Board | 18 | | Board Committees | 18 | | Audit Committee | 19 | | Compensation Committee | 20 | | Nominating and Governance Committee | 20 | | Security and Technology Committee | 21 | | Executive Committee | 21 | | Ethics Code for Executive and Financial Officers | 22 | | Director Compensation Overview | 22 | | AUDIT COMMITTEE REPORT | 24 | | STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS | 26 | | TTEC Insider Trading Policy – Hedging/Pledging Restrictions | 27 | | RELATED-PARTY TRANSACTIONS | 28 | | EXECUTIVES AND EXECUTIVE COMPENSATION | 28 | | TTEC Executive Officers | 28 | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | 2023 Performance Highlights | 30 | | Named Executive Officers | 30 | | 2023 Executive Compensation Summary | 31 | | CONSIDERATION OF “SAY-ON-PAY” VOTE | 32 | | CONSIDERATION OF “FREQUENCY ON SAY-ON-PAY” VOTE | 32 | | EXECUTIVE LEADERSHIP TEAM COMPENSATION APPROACH AND STRUCTURE | 33 | | Our Approach to Executive Leadership Compensation | 33 | | EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE | 34 | | OVERSIGHT OF OUR EXECUTIVE COMPENSATION PROGRAM | 34 | | Role of the Compensation Committee of the Board | 34 | | How We Use Compensation Consultants | 35 | | How We Use Peer Group, Survey, and Benchmark Data | 36 | | CEO COMPENSATION | 36 | | 2023 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS | 37 | | PERFORMANCE-BASED CASH INCENTIVE AWARDS | 37 | | Performance-Based Cash Incentives Funding Criteria | 37 | | Individual Performance Targets and Awards for Performance-Based Cash Incentives | 38 | | 2023 Cash Award Funding and Pre-Bonus Adjusted Operating Income Results for 2022 Performance | 38 | | Cash Incentives Paid in 2023 For 2022 Performance | 39 | | 2024 Cash Award Funding and Pre-Bonus Adjusted Operating Income Results for 2023 Performance | 39 | | Cash Incentives Paid in 2024 For 2023 Performance | 40 | | 2023 Equity Grants | 40 | | 2023 Retention Grants | 41 | | 2023 Promotional Grants | 41 | | Long-Term Incentive Plans (LTIP) | 41 | | 2021 Long-Term Incentive Plan (LTIP) | 42 | | 2023 Long-Term Incentive Plan (LTIP) | 43 | | 2022 Value Creation Program | 43 |

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    | EMPLOYMENT AGREEMENTS | 44 | | COMPENSATION RISK ASSESSMENT | 47 | | TAX CONSIDERATIONS | 47 | | ACCOUNTING CONSIDERATIONS | 47 | | EXECUTIVE COMPENSATION TABLES | 48 | | Summary Compensation Table for 2023 | 48 | | Non-qualified Deferred Compensation Table | 49 | | All Other Compensation Table | 49 | | Grants of Plan-Based Awards | 50 | | Outstanding Equity Awards at Year-End | 50 | | Stock Vested | 52 | | Potential Payments Upon Termination or Change in Control | 52 | | Termination and Change in Control Table | 53 | | 2023 CEO Pay Ratio | 54 | | Pay Versus Performance | 54 | | Equity Compensation Plan Information | 58 | | Compensation Committee Interlocks and Insider Participation | 58 | | COMPENSATION COMMITTEE REPORT | 58 | | GAAP TO NON-GAAP RECONCILIATION OF PERFORMANCE METRICS | 59 | | PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 60 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 60 | | Limits on Director Service on Other Public Company Boards | 61 | | Director Term, Availability, and Ability to Serve | 62 | | Nominations of Directors | 62 | | 2024 Director Nominees | 63 | | Board Diversity Matrix | 67 | | Required Vote | 67 | | Recommendation of the Board | 67 | | PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 68 | | Fees Paid to Accountants | 68 | | Audit Fees | 68 | | Audit-Related Fees | 68 | | Tax Fees | 68 | | All Other Fees | 68 | | Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services | 69 | | Required Vote | 69 | | Recommendation of the Board and the Audit Committee | 69 | | PROPOSAL NO. 3: APPROVAL OF AN AMENDMENT TO THE TTEC 2020 EQUITY INCENTIVE PLAN | 70 | | Required Vote | 76 | | Recommendation of the Board | 76 | | ADDITIONAL INFORMATION | 77 | | Stockholder Submission of Nominations and Proposals | 77 | | Other Business | 77 | | Annual Report | 77 | | Appendix A – Amendment to the TTEC 2020 Equity Incentive Plan | A-1 | | Appendix B – Conformed Copy of TTEC 2020 Equity Incentive Plan | B-1 |

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    PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT EXECUTIVE SUMMARY This summary highlights only selected information contained in this Proxy Statement. We encourage you to read the entire Proxy Statement and TTEC’s 2023 Annual Report on Form 10-K for the period ended December 31, 2023, and any subsequent financial filings, before voting your shares. MATTERS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

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    | Proposal | Board Recommendation | For more detail, see page: | | 1. Election of Directors | FOR each Nominee | 60 | | 2. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for fiscal year 2024 | FOR | 68 | | 3. Approval of an Amendment to the TTEC 2020 Equity Incentive Plan | FOR | 70 |

  9. Margaret B. McLean

    On or about April 10, 2024, we will begin distributing to each stockholder entitled to vote at the Annual Meeting either (1) this Proxy Statement, a proxy card or voting instruction form, and our 2023 Annual Report to Stockholders, which we collectively refer to as the “proxy materials,” or (2) an email or notice of internet availability of proxy materials, in each case with instructions on how to access electronic copies of our proxy materials. OUR COMPANY Founded in 1982, TTEC Holdings, Inc. (“TTEC”, “the Company”, “we”, “our”, or “us”; pronounced “T-TEC”) is a global customer experience (CX) outsourcing partner for marquis and disruptive brands and public sector clients. The Company designs, builds, and operates technology-enabled customer experiences across digital and live interaction channels to help clients increase customer loyalty, revenue, and profitability. By combining digital solutions with data-driven service capabilities, we help clients improve their customer satisfaction while lowering their total cost to serve. As of December 31, 2023, TTEC served over 750 clients across targeted industry verticals including financial services, healthcare, public sector, telecom, technology, media, travel and hospitality, automotive, and retail. TTEC operates through two business segments.

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    | ● | TTEC Digital is one of the largest CX technology providers and is focused exclusively on the intersection of Contact Center As a Service (CCaaS), Customer Relationship Management (CRM), and Artificial Intelligence (AI) and Analytics. A professional services organization comprised of software engineers, systems architects, data scientists, and CX strategists; this segment creates and implements strategic CX transformation roadmaps; sells, operates, and provides managed services for cloud platforms and premise-based CX technologies including Amazon Web Services, Cisco, Genesys, Google, and Microsoft; and creates proprietary IP to support industry specific and custom client needs. TTEC Digital serves clients across Enterprise and Small & Medium Sized Business (SMB) segments and has a dedicated unit with government technology certifications serving the public sector. |

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    | ● | TTEC Engage provides the digitally enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale. Tailored to meet industry specific and business needs, this segment delivers data-driven omnichannel customer care, customer acquisition, growth, and retention services, tech support, trust and safety, and back-office solutions. The segment’s technology-enabled delivery model covers the entire associate lifecycle including recruitment, onboarding, training, delivery, workforce management, and quality assurance. |

  12. Margaret B. McLean

    TTEC demonstrates its market leadership through strategic collaboration across TTEC Digital and TTEC Engage when there is client demand and fit for our integrated solutions. This partnership is central to our ability to deliver comprehensive and transformational customer experience solutions to our clients, including integrated delivery, go-to-market, and innovation for truly differentiated, market-leading CX solutions. During 2023, the combined TTEC Digital and TTEC Engage global operating platform delivered onshore, nearshore, and offshore services in 22 countries on six continents -- the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, Honduras, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom – with the help of over 60,000 customer care associates, consultants, technologists, and CX professionals. Our revenue for fiscal 2023 was $2.463 billion, approximately $487 million, or 20%, of which came from our TTEC Digital segment and $1.976 billion, or 80%, of which came from our TTEC Engage segment. To improve our competitive position in a rapidly changing market and to lead our clients with emerging CX methodologies, we continue to invest in innovation and service offerings for both mainstream and high-growth disruptive businesses, diversifying and strengthening our core customer care services with technology-enabled, outcomes-focused services, data analytics, insights, and consulting. AI-including generative AI-is and will continue to fundamentally transform how customer experience (CX) business is done and how brands connect with their customers. TTEC has embraced the responsible use of AI technologies for internal use in our business and in our client offerings under principles of accountability, responsibility, and transparency aligned with TTEC’s Values and our AI Use Policy. TTEC partners with select market leaders to adopt generative AI CX solutions and analytics to meet the needs of industries we serve with the purpose of enhancing the CX experience to deliver a better, faster customer interaction and to generate increased revenue. How TTEC uses generative AI tools and applications in the business is subject to review and approval of the Responsible AI Council, a special-purpose multi-disciplinary team of subject matter experts who review and analyze the use of generative AI technologies before they are deployed in the business to assure that they meet our AI use standards and our Values. We also invest to broaden our product and service capabilities, increase our global client base and industry expertise, tailor our geographic footprint to the needs of our clients, and further scale our end-to-end integrated solutions platform. To this end we were acquisitive in the last several years, including our acquisition in April 2022 of certain public sector assets of Faneuil, Inc. that included healthcare exchange and transportation services contracts. We also completed an acquisition in the second quarter of 2021 of a provider of Genesys and Microsoft cloud contact center services, which followed an acquisition in the second half of 2020 of a preferred Amazon Connect cloud contact center service and implementation provider. We have extensive expertise in the healthcare, automotive, public sector, financial services, communications, technology, travel and logistics, media and entertainment, e-tail/retail, and transportation industries. We serve more than 750 diverse clients globally, including many of the world’s iconic brands, Fortune 1000 companies, public sector clients, and disruptive hypergrowth companies. 2023 PERFORMANCE HIGHLIGHTS Our 2023 performance is summarized below:

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    | ● | Our revenue was $2.46 billion, an increase of 0.8% over the prior year. |

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    | ● | Our income from operations was $118.0 million, or 4.8% of revenue, a 30.0% decrease year over year. Income from operations on a non-GAAP basis(1) was $200.4 million, or 8.1% of revenue, compared to 10.2% in the prior year. |

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    | ● | Our net cash provided by operating activities was $144.8 million compared to $137.0 million in the prior year. |

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    | ● | Our diluted earnings per share were $0.18 compared to $2.18 in the prior year, and $2.18(1)compared to $3.59 in the prior year on a non-GAAP basis. |

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    | ● | We paid a total of $49.2 million in cash dividends to our shareholders. |

  18. Margaret B. McLean

    | 1. | TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, equity-based compensation expense, depreciation and amortization expense, changes in acquisition contingent consideration, changes in tax valuation allowances, return to provision adjustments, and one-time non-recurring items. For additional information, please review GAAP to Non-GAAP Reconciliation of Performance Metrics on page 59 of this Proxy Statement. |

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    | ● | Utilizes a mix of base salary and short- and long-term incentives to attract and retain highly qualified executives and maintain a strong relationship between executive pay and company performance. |

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    | ● | Places a meaningful portion of compensation “at risk” by aligning cash incentive payments to performance and by granting equity that vests over three-, four- and five-year periods to ensure that the actual compensation realized by executives aligns with stockholder value over the long term. |

  21. Margaret B. McLean

    | 1. | Actual TDC represents base salary earned in 2023, bonus paid in 2023 for 2022 performance, retention bonuses paid in 2023, fair market value (FMV) of RSU equity grants awarded in 2023, and fair market value (FMV) of performance-based grants, at target achievement, awarded under the 2023 annual long-term incentive plan. |

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    | 3. | Ms. Swanback’s actual TDC includes a one-time $2 million RSU equity grant, vesting in equal installments over a five-year period, and a $2 million performance-based equity grant, subject to a 3-year cliff vesting period, both issued in connection with her promotion to President, TTEC Holdings, Inc |

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    | 4. | The market data presented for Mr. Bourret corresponds with his primary role as Chief Accounting Officer. |

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    | 5. | Due to Mr. Semach’s limited tenure during 2023, we have not compared his 2023 actual TDC against the market benchmarks. |

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    | ● | Proposal No. 3: | The approval of an amendment to the TTEC 2020 Equity Incentive Plan (see, page 70). |

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    | ● | “FOR” the approval of an amendment to the TTEC 2020 Equity Incentive Plan. |

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    | ● | “FOR” the approval of an amendment to the TTEC 2020 Equity Incentive Plan. |

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    | ● | “FOR” the approval of an amendment to the TTEC 2020 Equity Incentive Plan. |

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    | ● | Our Compensation Committee of the Board retains an independent compensation consultant when it deems it appropriate. |

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    | ● | Reviewing performance goals and approving the annual salary, incentives, and all other compensation for each executive officer, including any employment arrangements and change in control agreements with such officers; |

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    | ● | Adopting and administering various equity-based incentive plans; and |

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    | ● | An annual grant of $190,000 of restricted stock units in TTEC stock, based on the fair market value of our common stock on the grant date. The annual grant of restricted stock units vest on the earlier of the first anniversary of the grant date or the date of the succeeding year’s Annual Meeting of Stockholders, or any change-in-control event (as defined in the relevant restricted stock unit agreement). |

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    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | | Steven J. Anenen | $96,000 | $189,988 | $285,988 | | Tracy L. Bahl | $98,750 | $189,988 | $288,738 | | Gregory A. Conley | $119,500 | $189,988 | $309,488 | | Robert N. Frerichs | $113,500 | $189,988 | $303,488 | | Marc L. Holtzman | $82,500 | $189,988 | $272,488 | | Gina L. Loften | $92,500 | $189,988 | $282,488 | | Ekta Singh-Bushell | $107,250 | $189,988 | $297,238 |

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    | 1. | Reflects the aggregate grant date fair value of 2023 non-employee director restricted stock unit awards for financial statement reporting purposes determined in accordance with the guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). For information regarding assumptions used to compute grant date fair value with respect to the restricted stock unit awards, see Note 19 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Each 2023 non-employee director restricted stock unit award covered 5,982 shares of TTEC stock, with the number of shares calculated by taking the intended value of $190,000 divided by the $31.76 per share closing price of our common stock on the date of grant and rounding down to the nearest whole number of shares. |

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    | 2. | As of December 31, 2023, independent directors each held 5,982 unvested restricted stock unit awards. |

  36. Margaret B. McLean

    In February 2023, the Board of Directors of TTEC Holdings, Inc., on the recommendation of the Compensation Committee of the Board, reviewed the Board’s compensation with the independent compensation consultant, Meridian Compensation Partners, LLC, against benchmarks for our Compensation Peer Group and recommended changes in the compensation arrangements for the independent directors of the Company to be effective as of the start of the 2023/2024 board cycle in May 2023. The recommended changes involved the equity component of the Board members’ compensation only and did not impact either the cash retainer or Committee fees. In February 2024, the Board reviewed the compensation arrangements, but did not make any changes. AUDIT COMMITTEE REPORT The TTEC Audit Committee of the Board (the “Audit Committee”) is comprised entirely of independent directors who meet the independence requirements of the U.S. Securities and Exchange Commission (the “SEC”) and NASDAQ Stock Market’s Listing Rules. TTEC’s Board of Directors has determined that at least four members of the Audit Committee have accounting and other relevant financial management expertise, and, therefore, qualify as “audit committee financial experts,” as that term is defined by the SEC. The Audit Committee operates pursuant to a charter that is reviewed annually and updated to comply with the relevant regulatory requirements. The Audit Committee charter was most recently reviewed and updated in May 2023 and is available in the Investor Relations section of our website at https://investors.ttec.com/static-files/081c5dc8-a944-4805-b2ab-d20675ca20a4. In performing its functions, the Audit Committee acts in an oversight capacity. The Committee is responsible for overseeing TTEC’s financial reporting processes and internal control structure on behalf of the Company’s Board of Directors, while management is responsible for the preparation, presentation, and integrity of the financial statements, and the effectiveness of TTEC’s internal controls over financial reporting. TTEC’s independent auditor, PricewaterhouseCoopers LLC (“PwC” or the “Auditor”), is responsible for auditing TTEC’s financial statements and providing an opinion on the conformity of TTEC’s consolidated financial statements with generally accepted accounting principles and on the effectiveness of TTEC’s internal control over financial reporting. In 2023, the Audit Committee met eight times. The Audit Committee’s agenda for each meeting was set by the Committee’s chairperson in consultation with and on the recommendation of TTEC’s acting Chief Financial Officer. During the meetings, the Audit Committee met with the senior members of TTEC’s financial management team, and, when appropriate, had separate executive sessions with TTEC’s acting Chief Financial Officer, PwC, TTEC General Counsel, and the Internal Audit Executive to discuss financial management, legal and compliance matters, accounting, IT controls and system dependencies, the status of internal and external audits, and internal control issues. As part of its oversight function, the Audit Committee reviews TTEC’s quarterly and annual reports on Form 10-Q and Form 10-K prior to their filing with the SEC and has detailed discussions with management about the quality and reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, the Audit Committee asks for management’s representations and reviews certifications prepared by TTEC’s Chief Executive Officer and acting Chief Financial Officer that the unaudited quarterly and audited annual consolidated financial statements of the Company fairly represent, in all material respects, the financial condition, results of operations and cash flows of TTEC. In 2022, the Committee transferred its cybersecurity, technology resilience, and critical incident response planning oversight responsibilities to a newly created Security & Technology Committee of the Board, staffed with Board members who have special expertise on the issues of cybersecurity and technology, and technology-related risk management. The Audit and Security & Technology Committees of the Board have overlapping members and exchange information regularly, especially in connection with information technology controls that are relevant to internal controls over financial reporting. During 2023, the Audit Committee continued to oversee TTEC’s evolving strategy for its enterprise resources planning (ERP) systems and the professional services automation (PSA) platforms and how they support the Company’s internal controls over financial reporting and the accuracy and reliability of its financial reporting. During the year, the Audit Committee also received periodic status reports on the effectiveness of the Company’s treasury function, including the Company’s liquidity; its foreign exchange exposure management; the impact on the Company due to changes in interest rates; its tax function and its global tax planning practices; the Company’s acquisition integration activities; and its investor relations activities. Further in 2023, the Audit Committee periodically reviewed TTEC’s Enterprise Risk Management program and steps that the Company had taken to execute against its risk management priorities. The Committee’s risk oversight continued to focus on strategy execution in the uncertainty of volatile macroeconomic conditions, regulatory and business continuity risks specific to the distributed work-from-home environment, the impacts on the business due to the rapidly evolving artificial intelligence offerings, and business-as-usual risks critical to the business, including the competitiveness of the Company’s technology solutions, M&A execution and integration effectiveness, fraud in the business, the risks inherent in the complexities of the Company’s international operations, and regulatory compliance framework that affects TTEC’s business. The Audit Committee also monitored, throughout the year, the Company’s confidential hotline activities, focusing on procedures that the Company has in place for confidential submission of employee concerns about accounting, financial reporting practices and internal controls, possible violations of laws and policies, and other concerns about the business. The Committee also periodically reviewed the processes that the Company uses to ensure that the Company’s employees are familiar with its code of business conduct (Ethics Code: How TTEC Does Business), the Ethics Code for Senior Executive and Financial Officers, and the training that the Company provides on these codes of conduct and Company values. The Audit Committee periodically reviews the rules and regulations adopted, from time to time, by the Public Company Accounting Oversight Board (the “PCAOB”) and works with the Auditor to ensure that its opinion conforms with these requirements. During 2023, the Audit Committee discussed with the Auditor those matters that are required to be discussed under the applicable requirements of the PCAOB and the SEC and received required written disclosures and the letter from the Auditor required by the applicable requirements of the PCAOB regarding the Auditor’s communication with the Audit Committee concerning the Auditor’s independence.

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    We have determined beneficial ownership in accordance with the SEC rules. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and/or investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 47,448,910 shares of common stock outstanding as of April 3, 2024. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity in accordance with the SEC rules, we deemed outstanding shares of common stock: (1) subject to stock options held by that person that are currently exercisable or exercisable within 60 days of April 3, 2024; and (2) issuable upon the vesting of restricted stock units (RSUs) or performance-based restricted stock units (PRSUs) within 60 days of April 3, 2024. In accordance with the SEC rules, we did not deem outstanding these two categories of shares of common stock for the purpose of computing the percentage ownership of any other person or entity. The information provided in the table is based solely on our records, and information filed with the SEC with respect to the owners of our shares of common stock, except where otherwise noted. Unless otherwise indicated, the address of each beneficial owner listed in the table is c/o TTEC Holdings, Inc., 6312 S. Fiddler’s Green Circle, Suite 100N, Greenwood Village, CO 80111.

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    | | Shares Beneficially Owned | | | | | Name of the Beneficial Owner | Common Stock | Options Vested and Options and RSUs Vesting Within 60 Days of April 3, 2024 | Total Beneficial Ownership as of April 3, 2024 | Percent of Class | | 5% Stockholders | | | | | | Kenneth D. Tuchman | 27,853,207(1) | - | 27,853,207(1) | 58.7% | | BlackRock Inc. | 3,333,995(2) | - | 3,333,995(2) | 7.03% | | The Vanguard Group | 2,409,680(3) | - | 2,409,680(3) | 5.08% | | Executive Officers, Directors | | | | | | Kenneth D. Tuchman | 27,853,207(1) | - | 27,853,207(1) | 58.7% | | Steven J. Anenen | 21,829 | 5,982 | 27,811 | * | | Tracy L. Bahl | 17,935 | 5,982 | 23,917 | * | | Francois Bourret | 5,051 | 1,191 | 6,242 | * | | Gregory A. Conley | 17,025 | 5,982 | 23,007 | * | | Robert N. Frerichs | 18,150 | 5,982 | 24,132 | * | | Marc L. Holtzman | 38,004 (4) | 5,982 | 43,986 (4) | * | | Gina L. Loften | 4,195 | 5,982 | 10,177 | * | | Margaret B. McLean | 53,123 | 1,634 | 54,757 | * | | David J. Seybold | - | - | - | * | | Ekta Singh-Bushell | 16,785 | 5,982 | 22,767 | * | | Michelle “Shelly” R. Swanback | 16,513 | 12,190 | 28,703 | * | | Kenneth “Kenny” R. Wagers | - | - | - | * | | All directors, director nominees and executive officers as a group (13 persons) | 28,061,817 | 56,889 | 28,118,706 | 59.3% |

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    | 1. | TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, equity-based compensation expense, depreciation and amortization expense, changes in acquisition contingent consideration, changes in tax valuation allowances, return to provision adjustments, and one-time non-recurring items. For additional information, please review GAAP to Non-GAAP Reconciliation of Performance Metrics on page 59 of this Proxy Statement. |

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    2023 Executive Compensation Summary Our executive compensation program is designed to reward financial results and effective strategic leadership, which we believe are key elements in building sustainable value for stockholders. Our compensation program performance metrics align the interests of our stockholders and senior executives by correlating the timing and amount of actual pay to the Company’s short-term and long-term performance goals. Our compensation programs encourage ethical and responsible conduct in pursuit of these goals and the alignment of our leaders with TTEC’s vision, mission, and values. We carefully benchmark our compensation decisions against a relevant group of peer companies, all of which are our potential competitors, for the caliber of executive talent required to manage a global and complex business like TTEC. Our executive compensation programs include three principal elements:

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    | Compensation Element | Purpose | | Base Salary | Provides competitive fixed dollar compensation. | | Annual Performance-Based Cash Incentive Awards | Provides “at risk” annual variable cash consideration that aligns executive compensation to Company and individual achievement of short-term (annual) performance objectives, as established by the Board of Directors. | | Equity Grants | Provides an “at risk” long-term performance-based and time-based equity compensation opportunity. Our annual equity incentive program includes two components: one that rewards the prior year’s performance but vests over time, and another that is forward looking and rewards growth of key performance indicators like Revenue and Adjusted EBITDA three years into the future. From time-to-time we may grant equity awards that are not part of our annual program, such as upon the promotion of an executive (which we refer to as “promotional grants”) or to encourage retention (which we refer to as “retention grants”). By emphasizing a longer-term view and long-term growth objectives with equity performance incentives, the Company aligns our Executive Officers’ interests with the interests of and value creation for our stockholders. |

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    | 1. | Actual TDC represents base salary earned in 2023, bonus paid in 2023 for 2022 performance, retention bonuses paid in 2023, fair market value (FMV) of RSU equity grants awarded in 2023, and fair market value (FMV) of performance-based grants, at target achievement, awarded under the 2023 annual long-term incentive plan. |

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    | 3. | Ms. Swanback’s actual TDC includes a one-time $2 million RSU equity grant, vesting in equal installments over a five-year period and a $2 million performance-based equity grant, subject to a 3-year cliff vesting period, both issued in connection with her promotion to President, TTEC Holdings, Inc. |

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    | 4. | The market data presented for Mr. Bourret corresponds with his primary role as Chief Accounting Officer. |

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    | 5. | Due to Mr. Semach’s limited tenure during 2023, we have not compared his 2023 actual TDC against the market benchmarks. |

  46. Margaret B. McLean

    | Our Compensation Practices Include: | | Pay for Performance. We encourage a results-oriented culture through pay-for-performance compensation, and annually review executive compensation against the Company’s overall performance and its annual goals. | | Competitive Compensation Targets. The Compensation Committee of the Board annually sets each executive’s target total direct compensation based on a review of market benchmarks. | | Rigorous Performance Metrics. The Compensation Committee of the Board annually reviews and re-sets executive performance targets to assure that they appropriately reflect the goals of the business and are challenging, but achievable. | | Stockholder Alignment. Through our compensation practices, we align the interests of our Named Executive Officers, other executive officers, and our stockholders to maximize long-term performance of the Company. | | Affordability of Rewards. We ensure that our rewards are affordable by aligning them to the Company’s results of operation as they compare to our annual business plan. | | Significant “at risk” Component. We structure our compensation programs with a significant portion of variable or “at risk” pay so that actual compensation realized by Named Executive Officers directly and demonstrably links to individual and Company-wide performance. | | Share Ownership Guidelines. TTEC’s Chief Executive Officer and the chief executive officers of TTEC’s business segments are expected to hold TTEC equity in an amount of at least 4 times their base compensation; our Chief Financial Officer is expected to hold TTEC equity in the amount of at least 3 times his base compensation; other members of the executive leadership team are expected to hold equity equal to 1 to 2.5 times their base compensation based on their position level. | | Restrictive Covenants. Members of our executive leadership team are subject to market appropriate restrictive covenants, effective on separation from TTEC. These restrictive covenants include non-competition, client and employee non-solicitation, and customary non-disclosure obligations. | | Individual Accountability. Our compensation program is designed to incentivize our Named Executive Officers to remain focused on our company and their group financial goals to build the foundation for our long-term success. | | Review of Compensation Peer Group. The Compensation Committee of the Board reviews our executive compensation program against our peer group annually and adjusts, when necessary, to make sure that it remains relevant and appropriate. |

  47. Margaret B. McLean

    | Compensation Element | Characteristics | Purpose | Philosophy | | Base salary | Fixed annual compensation that provides a competitive level of base compensation. | Compensate senior executives for their level of experience and responsibility. | We believe base salary should be competitive. | | Annual performance-based cash incentive awards | Variable annual cash compensation opportunity funded based on objective Company performance targets and paid based on subjective measures of individual performance. | Motivate and reward senior executives for performance against short-term Company goals. | We believe in providing appropriate incentives to drive the Company’s short-term financial and operational objectives. | | Equity awards | Variable equity compensation granted in the form of restricted stock units (RSUs), or performance-based award opportunities as deemed appropriate. Our annual equity incentive program includes two components: one that rewards the prior year’s performance but vests over time, and another that is forward looking and rewards growth of key performance indicators like Revenue and Adjusted EBITDA over a three-year period. By emphasizing a longer-term view in equity performance incentives, the Company aligns our Executive Officers’ interests with the interests of and value creation for our stockholders. | Motivate and retain senior executives during the multi-year vesting and target periods and focus them on longer-term performance objectives by aligning their interests with those of our stockholders through the vesting period. | We believe that annual equity grants that vest over multiple years encourage the executive management team to focus on long-term stock value appreciation. We also believe that multi-year performance targets offer important alignment between stockholders’ and executives’ interests over the long term. These incentives in the aggregate provide a market-competitive equity opportunity. |

  48. Margaret B. McLean

    | ● | Reviews peer group data and the advice of the compensation consultant as a measure of the competitive market for executive talent in our industry. |

  49. Meridian

    | ● | An analysis of peer group companies that compete with us and that follow similar compensation models, along with benchmark compensation and benefits data for the peer group; |

  50. Meridian

    | ● | A review of our equity award and cash incentive programs; |

  51. Meridian

    | ● | A review of our compensation practices compared to peer group companies and current trends related to executive employment agreements; and |

  52. Meridian

    Meridian takes its direction solely from, and provides reports to, the Compensation Committee of the Board, or to members of our in-house People and Culture department at the direction and on behalf of the Compensation Committee of the Board. All costs of Meridian’s services are paid by the Company at the direction of the Compensation Committee of the Board chair. Although Meridian provides recommendations on the structure of our compensation programs, Meridian does not determine the amount or form of compensation for any of our Named Executive Officers. From time to time, Meridian may also provide advice to the Company, with knowledge and consent of the Compensation Committee of the Board. In those years when Meridian is not utilized by the Compensation Committee of the Board, similar compensation analysis is performed by members of our in-house People and Culture department who have special expertise in executive compensation. How We Use Peer Group, Survey, and Benchmark Data Each year, the Compensation Committee of the Board reviews the competitiveness of our compensation program against our peer group and market benchmarks. The Compensation Committee of the Board, with the assistance of Meridian, identifies a peer group of companies. For use with 2023 pay decisions, the Compensation Committee of the Board, with the assistance of Meridian, reviewed the Company’s peer group. The peer group is designed to reflect relevant industries and companies within a reasonable range of TTEC’s Revenue and Operating Income, ideally positioning TTEC near the group’s median. In October 2022, the peer group was reviewed for 2023 pay decisions. As a result of the review, six companies were removed due to acquisition and limited data availability, and three companies were added to the peer group to include newly recognized business or segment peers. This peer group also competes with us for executive talent and follows similar compensation models. The Compensation Committee of the Board reviewed the compensation practices of this peer group to effectively design compensation arrangements to attract new executives in our highly competitive, rapidly changing market and to confirm proper levels of compensation for our Named Executive Officers. TTEC’s 2023 peer group, approved by the Compensation Committee of the Board in October 2022, includes:

  53. Meridian

    Peer group data for executive officers performing the same or similar roles is one factor the Compensation Committee of the Board uses in establishing Named Executive Officer base salaries, and performance-based cash incentive and equity grants, and in otherwise determining the overall mix of equity grants, cash incentives, and base salaries for executive compensation. The Compensation Committee of the Board does not adhere to strict formulas or benchmarking in its review of this peer group data to determine the mix of our executive’s compensation elements. The peer group data is instructive, but it is neither binding nor a dispositive factor in how the Compensation Committee of the Board makes its compensation decisions for the Company. CEO COMPENSATION Mr. Tuchman, our Chief Executive Officer, beneficially owns 58.7% of the Company. His interest in the Company’s performance, therefore, is very closely and personally aligned with that of our other stockholders. At Mr. Tuchman’s request, the Compensation Committee of the Board approved Mr. Tuchman’s base salary to be $1 for 2023. Mr. Tuchman’s salary has remained at this level since 2012. Under Mr. Tuchman’s employment agreement, he does not participate in our variable compensation plans. Accordingly, the Compensation Committee of the Board did not award any cash incentives or equity grants to Mr. Tuchman. 2023 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS The Compensation Committee of the Board analyzed benchmarks for competitive base salaries using the peer group as the guide for the Named Executive Officers’ base salaries. Based on these benchmarks, effective January 1, 2023, the Compensation Committee of the Board approved a base salary increase for Mr. Semach from $400,000 to $500,000 and Ms. Swanback from $625,000 to $700,000 to reflect updated market data related to their change in duties as a result of their promotions. In addition, the Compensation Committee of the Board approved salary increases for Mr. Bourret during 2023 to acknowledge his additional responsibilities as interim CFO. Ms. McLean received a base salary increase in July of 2023 to align to market benchmarks. The Compensation Committee of the Board determined that the base salaries for other Named Executive Officers were appropriate, except for Mr. Tuchman’s base salary, which has been set at $1 based on Mr. Tuchman’s request. Base salaries for our Named Executive Officers during 2022, 2023 and as of this filing for 2024 have been as follows:

  54. Meridian

    | Executive | Base Salary | | | Considerations for Base Salary Determination | | | 2024 | 2023 | 2022 | | | Kenneth D. Tuchman | $1 | $1 | $1 | At Mr. Tuchman’s request, his annual salary is $1. | | Michelle “Shelly” R. Swanback | $700,000 | $700,000 | $625,000 | Based on the role, scope of responsibilities, and market benchmarks. | | Francois Bourret (1) | $400,000 | $400,000 | $255,000 | Based on the role and scope of responsibilities as Interim CFO and Chief Accounting Officer. | | Dustin J. Semach (2) | - | $500,000 | $400,000 | Based on the role, scope of responsibilities, and market benchmarks. | | David J. Seybold | $625,000 | $625,000 | $625,000 | Based on the role, scope of responsibilities, and market benchmarks. | | Margaret B. McLean | $420,000 | $420,000 | $390,000 | Based on the role, scope of responsibilities, and market benchmarks. |

  55. Meridian

    | Performance-Based Cash Incentive Funding Metrics | 2022 Target | 2022 Performance | 2022 Performance – Adjusted for FX | Total Performance-Based Cash Award Funding for 2022 Performance | | Pre-Bonus Adjusted Operating Income(1) | $295.98 million | $197.8 million | $193.2 million | $7.77 million |

  56. Meridian

    | 1. | TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, changes in acquisition contingent considerations, and one-time non-recurring items. |

  57. Meridian

    | Named Executive Officer | Target Cash Incentives % Base Salary | Actual Cash Incentives Paid in 2023 for 2022 Performance | Cash Incentives as a % of Target | Basis for Cash Incentive Award | | Kenneth D. Tuchman | 0% (1) | – | – | Under Mr. Tuchman’s employment agreement, he does not participate in this program. | | Michelle “Shelly” R. Swanback | Up to 100% | -- | 0% | -- | | Francois Bourret | Up to 40% | $54,000 | 58% | Based on Mr. Bourret’s achievement of 2022 performance goals. | | Dustin J. Semach | Up to 100% | -- | 0% | -- | | David J. Seybold | -- | -- | -- | Mr. Seybold was hired in November 2022 and was not eligible to participate in the incentive plan for 2022 performance. | | Margaret B. McLean | Up to 75% | -- | 0% | -- |

  58. Meridian

    | Performance-Based Cash Incentive Funding Metrics | 2023 Target | 2023 Performance | 2023 Performance – Adjusted for FX | Total Performance-Based Cash Award Funding for 2023 Performance | | Pre-Bonus Adjusted Operating Income(1) | $249.6 million | $154.7 million | $165.1 million | $8 million |

  59. Meridian

    | 1. | TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, changes in acquisition contingent considerations, and one-time non-recurring items. |

  60. Meridian

    | Named Executive Officer | Target Cash Incentives % Base Salary | Actual Cash Incentives Paid in 2024 for 2023 Performance | Actual Cash Incentive as % of Base Salary | Basis for Cash Incentive Award | | Kenneth D. Tuchman | 0% (1) | – | – | Under Mr. Tuchman’s employment agreement, he does not participate in this program. | | Michelle “Shelly” R. Swanback | Up to 100% | $175,000 | 25% | Aligned with the minimum funding to recognize Ms. Swanback’s achievement of performance milestones. | | Francois Bourret | Up to 40% | $32,453 | 25% | Aligned with the minimum funding to recognize Mr. Bourret’s achievement of performance milestones. | | Dustin J. Semach (2) | – | – | – | – | | David J. Seybold | Up to 100% | $156,250 | 25% | Aligned with the minimum funding to recognize Mr. Seybold’s achievement of performance milestones. | | Margaret B. McLean | Up to 85% | $334,000 (3) | 100% | To recognize specific one-time contributions to enterprise risk mitigation in 2023. |

  61. Meridian

    | 3. | Includes $90,000 aligned to minimum funding and $244,000 as a retention bonus in recognition of additional contributions. |

  62. Meridian

    2023 Equity Grants Annual Grants Based on 2022 company performance, there was a minimum level of equity funding available in 2023 for annual restricted stock unit (RSU) equity grants. The Compensation Committee of the Board determined that our then Named Executive Officers would not be eligible for an annual RSU grant in 2023 related to performance year 2022. As Mr. Bourret was not a Named Executive Officer in 2022, he was eligible for and did receive an annual equity grant. Generally, the primary characteristics of TTEC annual RSUs granted to Executives are:

  63. Meridian

    | ● | Annual RSU grants vest in four-year increments with 25% of the award vesting on each award anniversary. |

  64. Meridian

    | ● | RSUs provide a long-term incentive to balance short-term incentives provided by cash awards and base salaries. |

  65. Meridian

    | ● | Vesting of RSUs may be affected by a change in control, as discussed below under “Executive Compensation Tables - Potential Payments upon Termination or Change in Control.” |

  66. Meridian

    | Named Executive Officer | 2023 FMV RSU Annual Grant | 2023 RSU Shares Granted | Considerations for 2023 Determination | | Kenneth D. Tuchman (1) | – | – | Under Mr. Tuchman’s employment agreement, he does not participate in this program. | | Michelle “Shelly” R. Swanback | -- | -- | | | Francois Bourret | $34,985 | 953 | Based on Mr. Bourret’s 2022 performance contributions. | | Dustin J. Semach | – | -- | Mr. Semach was ineligible as he left his position as Chief Financial Officer of the Company effective April 2023. | | David J. Seybold | -- | -- | Mr. Seybold was hired in November 2022 and was not eligible for this annual RSU grant based on 2022 performance. | | Margaret B. McLean | -- | -- | |

  67. Meridian

    2023 Retention Grants In 2023, in addition to our annual grant program, the Compensation Committee of the Board approved a special one-time retention grant to retain and motivate high-potential business-critical employees who were needed to support the business over the next 12 to 24 months. Both Mr. Bourret and Ms. McLean received a grant under this program with a grant date fair value of $34,985 and $59,984, respectively. 2023 Promotional Grants In connection with her promotion to President, TTEC Holdings, Inc., the Compensation Committee of the Board agreed to provide Ms. Swanback, in March 2023, a one-time $2 million RSU equity grant, vesting in equal installments over a five-year period, and a $2 million performance-based equity grant, subject to a 3-year cliff vesting period. Ms. Swanback may earn between 0% to 200% of the performance-based equity award based on the achievement of the established financial targets for 2025. In connection with Mr. Bourret’s appointment to interim Chief Financial Officer, the Compensation Committee of the Board agreed to provide him a one-time RSU grant of $400,000 vesting in four equal installments over a four-year period. Long-Term Incentive Plans (LTIP) Our executive compensation program includes a three-year long-term incentive program (the “LTIP”). The LTIP program provides select senior executives with an incentive opportunity in addition to TTEC’s regular annual RSU equity grant. Each performance-based equity award is aligned to company financial targets with a three-year measurement period. Under the award, each participant may earn between 0% to 200% of the award based on the achievement of the established financial targets. 2021 Long-Term Incentive Plan (LTIP) In March of 2021, the Compensation Committee of the Board approved performance metrics of Revenue and Adjusted Operating Income for the 2021 LTIP award. Each performance metric is weighted 50%. The 2021 LTIP has one measurement period – ending as of the end of fiscal year 2023 (three-year measurement period). Each senior executive eligible to participate in the 2021 LTIP may earn between 0% to 200% of the award target, based on the Revenue and Adjusted Operating Income performance of the Company during the measurement period. Under the 2021 LTIP, the performance criteria, at max target, are aligned with an average 10% annual growth rate in the Company’s Revenue and 10% annual growth rate in Adjusted Operating Income, compared to 2020 financial results, over the three-year measurement period (2021-2023).

  68. Meridian

    | 1. | TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, changes in acquisition contingent considerations, and one-time non-recurring items. |

  69. Meridian

    | Named Executive Officer | 2021 FMV Performance-Based Equity Grant | 2021 Target Performance- Based Equity Grant (in shares) (1) | | Kenneth D. Tuchman (2) | - | - | | Michelle “Shelly” R. Swanback (3) | - | - | | Francois Bourret (4) | - | - | | Dustin J. Semach (5) | - | - | | David J. Seybold (6) | - | - | | Margaret B. McLean | $174,996 | 2,069 |

  70. Meridian

    | 3. | Due to Ms. Swanback’s hire date in May 2022, she was not eligible to participate in the 2021 long-term incentive plan. |

  71. Meridian

    | 4. | Mr. Bourret was not eligible to participate in this 2021 LTIP program. |

  72. Meridian

    | 6. | Due to Mr. Seybold’s hire date in November 2022, he was not eligible to participate in the 2021 long-term incentive plan. |

  73. Meridian

    | 1. | TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, changes in acquisition contingent considerations, and one-time non-recurring items. |

  74. Meridian

    | Named Executive Officer | 2023 FMV Performance-Based Equity Grant | 2023 Target Performance- Based Equity Grant (in shares) (1) | | Kenneth D. Tuchman (2) | - | - | | Michelle “Shelly” R. Swanback | $3,249,993 (3) | 89,261 | | Francois Bourret (4) | - | - | | Dustin J. Semach (5) | - | - | | David J. Seybold | $312,507 | 8,583 | | Margaret B. McLean | $210,013 | 5,768 |

  75. Meridian

    | ● | TTEC entered into an employment agreement with Mr. Tuchman in 2001. | | ● | Base Salary and Incentives. Pursuant to the terms of the agreement, Mr. Tuchman is entitled to base salary, annual cash, and equity incentives. But beginning in 2012, Mr. Tuchman requested that the Compensation Committee limit his base compensation to $1 and award him no annual cash or equity incentives. | | ● | Benefits. Mr. Tuchman and members of his family are entitled to participate in all TTEC employee benefits at the Company’s expense. | | ● | Life Insurance. The Company agreed to provide Mr. Tuchman with a $4 million term life insurance policy, premiums fully paid by the Company. The policy and its proceeds are owned by Mr. Tuchman and may continue post termination of employment, subject to Mr. Tuchman paying all the premiums. | | ● | Severance. Subject to customary releases, Mr. Tuchman is entitled to severance in the amount of 24 months of base pay, if he is terminated without cause or terminates his employment for “good reason.” | | ● | Change in Control Provisions. The employment agreement includes change in control provisions that result in accelerated vesting of all unvested equity awarded to Mr. Tuchman, subject to certain conditions that have been superseded by change in control provisions of specific equity grant documents (see, “Executive Compensation Tables - Potential Payments upon Termination or Change in Control” section of the Proxy Statement). | | ● | Non-Disparagement. The agreement provides that on separation of affiliation, whatever the reason, TTEC will refrain from any comments regarding Mr. Tuchman and his affiliation with TTEC. A breach of this provision provides for a $200,000 liquidated damages payment. Mr. Tuchman is similarly precluded from making disparaging comments about the Company. |

  76. Meridian

    | ● | TTEC entered into an employment agreement with Ms. Swanback in May 2022, when she joined the Company as chief executive officer for the TTEC Engage business segment, and thereafter amended that agreement effective January 2023, to reflect Ms. Swanback’s additional responsibilities as President TTEC Holdings, Inc. | | ● | Base Salary. Ms. Swanback’s annual base salary is $700,000 amended from time to time at the Compensation Committee of the Board’s discretion. | | ● | Annual Cash Incentives. Ms. Swanback is eligible to participate in the Company’s annual variable cash incentive plan of up to 100% of her base salary. The opportunity is tied to the annual targets and goals of the business as set by the Company’s CEO and the Board of Directors. Ms. Swanback’s annual award, if any, will be based on a combination of metrics tied to the overall performance of the Company and her individual performance. | | ● | Equity Grants. Ms. Swanback is eligible to participate in the Company’s annual equity program with a $2.5 million grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed. It is based on TTEC’s overall performance, the performance of the TTEC Engage business segment for which Ms. Swanback is directly responsible, and her individual performance against annual goals set by the Company’s Board of Directors. The Board of Directors has discretion to modify the structure of the equity opportunity, as long as the overall benefit is not materially impacted. Currently, the equity opportunity is structured as a time-based equity grant of up to $1.25 million, vesting over three to four years; and a performance- based equity grant with a $1.25 million target and a payout of between 0 and 200%, depending on the Company’s performance over a three-year measurement period. | | ● | One Time Welcome Equity Grant. At the start of her employment as the CEO of TTEC Engage, Ms. Swanback was granted time-based restricted stock units with a market value of $4.5 million based on TTEC stock’s fair market value at the time of the grant. This one-time grant vests in five installments, on the anniversaries of the grant. | | ● | Benefits. Ms. Swanback is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites are included in Ms. Swanback’s compensation arrangement. | | ● | Severance. Subject to customary releases, if Ms. Swanback is terminated without cause or for “good reason” by the Company, she is entitled to severance in the amount of 18 months of base salary and 12 months of benefits continuation. |

  77. Meridian

    | ● | Change in Control Provision. The agreement provides that Ms. Swanback is terminated without cause or for “good reason” during the period starting three months prior to and 15 months following a change in control event, Ms. Swanback will receive a change in control benefit of 2x of base salary and 12 months of continuation of benefits; Ms. Swanback will also be entitled to the acceleration of vesting for all equity grants held at the time of such termination, including performance-based equity grants with variable value, with value for vesting purposes to be set at target. |

  78. Meridian

    | ● | TTEC entered into an employment agreement with Mr. Seybold effective December 2022, when he joined the Company as chief executive officer for TTEC Digital business segment, and thereafter amended that agreement effective January 2023, to reflect Mr. Seybold’s broader responsibilities in the business. | | ● | Base Salary. Mr. Seybold’s annual base salary is $625,000 amended from time to time at the Compensation Committee of the Board’s discretion. | | ● | Annual Cash Incentives. Mr. Seybold is eligible to participate in the Company’s annual variable cash incentive plan of up to 100% of his base salary. The opportunity is tied to the annual targets and goals of the business, as set by the Company’s CEO and the Board of Directors. Mr. Seybold’s annual award, if any, will be based on a combination of metrics tied to the overall performance of the Company, the TTEC Digital business segment’s performance and his individual performance. | | ● | Equity Grants. Mr. Seybold is eligible to participate in the Company’s annual equity program with $1.0 million grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed. It is based on TTEC’s overall performance, the performance of the TTEC Digital business segment for which Mr. Seybold is directly responsible, and his individual performance against annual goals set by the Company’s Board of Directors. The Board of Directors has discretion to modify the structure of the equity opportunity, as long as the overall benefit is not materially impacted. Currently, the equity opportunity is structured as a time-based equity grant of up to $312,500, vesting over three to four years; and a performance-based equity grant with a $687,500 target, of which $412,500 target including a payout between 0 and 200% will depend on TTEC Digital’s business segment performance over a three year measurement period, and a $272,000 target including a payout of between 0 and 200% will depend on the Company’s performance over a three-year measurement period; payout possible between 0 and 200% of target. | | ● | One Time Welcome Equity Grant. At the start of his employment, Mr. Seybold was granted time-based restricted stock units with a market value of $3.0 million based on TTEC stock’s fair market value at the time of the grant. This one-time grant vests in five installments, on the anniversaries of the grant. | | ● | Benefits. Mr. Seybold is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites are included in Mr. Seybold’s compensation arrangement. | | ● | Severance. Subject to customary releases, if Mr. Seybold is terminated without cause or for “good reason” by the Company, he is entitled to severance in the amount of 18 months of base salary and 18 months of benefits continuation. | | ● | Change in Control Provision. The agreement provides that if Mr. Seybold is terminated without cause or for “good reason” during the period starting three months prior to and 15 months following a change in control event, Mr. Seybold will receive a change in control benefit of 2x of base salary and 24 months of continuation of benefits; Mr. Seybold will also be entitled to the acceleration of vesting for all equity grants held at the time of such termination, including performance-based equity grants with variable value, with value for vesting purposes to be set at target. |

  79. Meridian

    | ● | TTEC entered into an employment agreement with Mr. Bourret in September 2023, in connection with his appointment as acting TTEC Chief Financial Officer. Upon the appointment of Mr. Wagers as TTEC’s Chief Financial Officer, Mr. Bourret’s employment with the Company will continue, subject to this employment agreement, as TTEC Chief Accounting Officer. | | ● | Base Salary. Mr. Bourret is entitled to receive a base salary of $400,000 amended from time to time at the Compensation Committee of the Board’s discretion. | | ● | Annual Cash Incentives. Mr. Bourret is eligible to participate in the Company’s annual variable cash incentive plan up to 40% of base salary. The opportunity is not guaranteed and is tied to the annual targets and goals of the business as set by the CEO and the Company’s Board of Directors. The Company also agreed to provide Mr. Bourret with a one-time cash bonus in the aggregate amount of $300,000 payable in three installments. | | ● | Equity Grants. Mr. Bourret is eligible to participate in the Company’s annual equity program with $160,000 grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed and is based on a combination of metrics reflecting targets and goals of the business set and approved by the CEO and Company’s Board of Directors annually. |

  80. Meridian

    | ● | Benefits. Mr. Bourret is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites were included in Mr. Bourret’s compensation arrangement. | | ● | Severance. Subject to customary releases, Mr. Bourret is entitled to severance in the amount of 12 months of base salary and 12 months benefits continuation, if he is terminated without cause or through “constructive termination” by the Company or by Mr. Bourret for “good reason”. With Mr. Bourret’s decision to resign, these provisions will no longer be relevant. | | ● | Change in Control Provision. The agreement provides that if Mr. Bourret is terminated without cause or for “good reason” during the period starting three months prior to and 12 months following a change in control event, Mr. Bourret will receive a change in control benefit of 1x of base salary and 12 months of continuation of benefits; Mr. Bourret will also be entitled to the acceleration of vesting for all equity grants held at the time of such termination, including performance-based equity grants with variable value, with value for vesting purposes to be set at target. With Mr. Bourret’s decision to resign or in the event the Company appoints a new Chief Financial Officer, these provisions will no longer be relevant. |

  81. Meridian

    | ● | TTEC entered into an amended and restated employment agreement with Ms. McLean in 2018, to replace her prior employment arrangement from 2016. | | ● | Base Salary. Ms. McLean is entitled to receive a base salary of $420,000 amended from time to time at the Company’s discretion. | | ● | Annual Cash Incentives. Ms. McLean is eligible to participate in the Company’s annual variable incentive plan with an opportunity of 85% of base salary. The opportunity is tied to the annual targets and goals of the business as set by the CEO and the Company’s Board of Directors. Ms. McLean’s annual award, if any, will be based on a combination of metrics tied to the overall results of the business and her individual performance. | | ● | Equity Grants. Ms. McLean is eligible to participate in the Company’s annual equity grant with an opportunity of 100% of base salary. The actual amount of the annual equity grant to be awarded is discretionary and not guaranteed and is based on TTEC’s performance overall and Ms. McLean’s individual performance against targets set by the Company’s Board of Directors annually. The Board of Directors has discretion to modify the structure of this equity grant opportunity provided that the overall benefit is not materially impacted. Currently, the equity opportunity is structured as follows: up to 50% of base salary is a time-based equity grant, vesting over three to four years; and a performance-based equity grant with a target at 50% of base salary and a payout of between 0 and 200%, depending on the Company’s performance over a three-year measurement period. The Compensation Committee of the Board may grant additional cash or equity to Ms. McLean to incentivize her performance on a standalone basis or as part of TTEC executive leadership team, from time to time. | | ● | Benefits. Ms. McLean is entitled to participate in all customary benefits. | | ● | Severance. Subject to customary releases, Ms. McLean is entitled to severance in the amount of 18 months of base salary and 12 months benefit continuation, if she is terminated without cause or terminates her employment for “good reason”. | | ● | Change in Control Provision. The agreement provides for change in control benefit equal to 2.5x of her base salary, 12 months of continuation of benefits, provided Ms. McLean is terminated without cause during three months prior to and 24 months following such change in control event and acceleration of vesting for all equity grants held at the time of such termination. |

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    | ● | TTEC entered into an employment agreement with Mr. Wagers in February 2024, in connection with his appointment as TTEC Chief Financial Officer effective March 1, 2024. | | ● | Base Salary. Mr. Wagers’ annual base salary is $625,000 amended from time to time at the Compensation Committee of the Board’s discretion. | | ● | Annual Cash Incentives. Mr. Wagers is eligible to participate in the Company’s annual variable cash incentive plan with an opportunity up to 100% of base salary. The opportunity is tied to the annual targets and goals of the business, as well as Mr. Wagers’ personal performance goals, as set by the TTEC CEO and the Company’s Board of Directors. The Compensation Committee of the Board may adjust Mr. Wagers’ variable cash incentive upward based on the Company’s performance against annual metrics set by the Company’s Board of Directors. | | ● | Equity Grants. Mr. Wagers is eligible to participate in the Company’s annual equity program with $1.8 million grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed and is based on TTEC’s performance overall and Mr. Wagers’ individual performance against targets set by the Company’s Board of Directors annually. The Board of Directors has discretion to modify the structure of this equity opportunity. Currently, the equity opportunity is structured as a time-based equity grant of up to $900,000 vesting over three to four years; and a performance-based equity grant with a $900,000 target and a payout of between 0 and 200%, depending on the Company’s performance over a three-year measurement period. |

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    | ● | One Time Welcome Equity Grant. At the start of his employment as the CFO of the Company, Mr. Wagers was granted time-based restricted stock units with a market value of $4.0 million based on TTEC stock’s fair market value at the time of the grant. This one-time grant shall vest in five installments, on the anniversaries of the grant. | | ● | Benefits. Mr. Wagers is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites are included in Mr. Wagers’ compensation arrangement. | | ● | Severance. Subject to customary releases, if Mr. Wagers is terminated without cause of terminates his employment for “good reason”, he will be entitled to severance in the amount of 18 months of base salary and 12 months benefit continuation. | | ● | Change in Control Provision. The agreement provides that if Mr. Wagers is terminated without cause or terminates his employment for “good reason” during the period starting three months prior to and 15 months following a change in control event, Mr. Wagers will receive a change in control benefit of 2x of base salary and 12 months of continuation of benefits; Mr. Wagers will also be entitled to the acceleration of vesting for all equity grants held at the time of such termination, including performance-based equity grants, with value for vesting purposes to be set at target. |

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    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Performance- Based RSU (PRSU) Awards Under VCP ($) | Annual Performance- Based RSU (PRSU) Awards ($) (2) | Restricted Stock Unit Awards ($) (3) | Stock Awards Total ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) (7) | | Kenneth D. Tuchman (Chief Executive Officer) | 2023 | 1 | – | – | – | – | – | – | – | 100,150 | 100,151 | | | 2022 | 1 | – | – | – | – | – | – | – | 69,682 | 69,683 | | | 2021 | 1 | – | – | – | – | – | – | 567,932 (8) | 64,202 | 632,135 | | Michelle “Shelly” R. Swanback (President, TTEC Holdings) | 2023 | 697,115 | – | – | 3,249,993 | 2,000,001 | 5,249,994 | – | – | 10,314 | 5,957,424 | | | 2022 | 396,635 | – | 5,537,250 | 499,977 | 4,500,012 | 10,537,239 | – | – | 962 | 10,957,424 | | Francois Bourret (Interim Chief Financial Officer) | | | | | | | | | | | | | | 2023 | 318,961 | 300,000 (1) | – | – | 469,985 | 469,985 | 54,000 | – | 10,080 | 1,153,027 | | Dustin J. Semach (Former Chief Financial Officer) | 2023 | 159,615 | – | – | – | – | – | – | – | 2,677 | 162,293 | | | 2022 | 400,000 | – | 1,163,132 | 199,966 | 199,972 | 1,563.070 | 194,527 | – | 9,330 | 2,166,97 | | | 2021 | 380,770 | – | – | – | 112,491 | 112,491 | 76,500 | – | 4,185 | 573,946 | | David J. Seybold (Chief Executive Officer, TTEC Digital) | 2023 | 625,000 | – | – | 312,507 | – | 312,507 | – | – | 8,497 | 946,004 | | | 2022 | 36,058 | – | 2,288,500 | – | 2,999,995 | 5,288,495 | – | – | – | 5,324,552 | | Margaret B. McLean (General Counsel and Chief Risk Officer) | 2023 | 416,539 | – | – | 210,013 | 59,984 | 269,997 | – | – | 9,519 | 696,055 | | | 2022 | 381,923 | – | 797,689 | 291,705 | 229,971 | 1,319,365 | 171,000 | – | 17,460 | 1,889,748 | | | 2021 | 375,000 | – | – | 291,632 | 263,963 | 555,595 | 601,350 | – | 8,274 | 1,540,219 |

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    | 2. | Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. | | 3. | Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). Since Mr. Tuchman does not currently receive equity grants, there is no equity adjustments recorded and the dollar amounts reflect the actual amount of compensation earned during the applicable year. | | 4. | The amounts reported under "Average Summary Compensation Table Total" for non-PEO NEOs represent the average of the amounts reported for the Company's Named Executive Officers (NEOs) as a group (excluding any individual serving as PEO for such year) in the 'Total' column of the Summary Compensation Table in each applicable year. | | 5. | The amounts in column "Average Compensation Actually Paid" for non-PEO NEOs represent the average amount of compensation paid to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' total compensation for each year to determine the compensation actually paid. See "Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs" table below for additional information. | | 6. | Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. | | 7. | Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the same Customized Peer Group utilized in our annual 10-K Stock Performance Graph (Accenture Plc, Cognizant Technology Solutions Corp, Concentrix Corp, Globant S.A., Teleperformance, Telus International) for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. | | 8. | The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. | | 9. | We use Pre-Bonus Adjusted Operating Income as a performance measure in our annual cash-based incentive plan. Refer to "Reconciliation of Non-GAAP Income from Operations" table on Page 57 for reconciliations from GAAP figures to Pre-Bonus adjusted operating figures. TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, changes in acquisition contingent considerations, and one-time non-recurring items. |

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    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

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    | Fiscal Year | Summary Compensation Table Total | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | Compensation Actually Paid | | 2023 | $1,782,960 | ($1,260,497) | $300,520 | ($546,207) | $0 | ($38,247) | ($99,593) | $0 | $138,937 | | 2022 | $6,423,892 | ($5,971,533) | $1,427,926 | $38,389 | $48,620 | ($126,588) | ($338,408) | $0 | $1,502,297 | | 2021 | $2,045,642 | ($758,623) | $315,295 | $753,592 | $153,446 | $235,747 | $0 | $0 | $2,745,100 | | 2020 | $1,917,864 | ($966,385) | $797,796 | $297,612 | $375,662 | $38,641 | ($135,374) | $0 | $2,325,816 |

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    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except for the fair value calculations of performance-based equity awards, which reflect the currently known probable outcome of the performance vesting conditions as of each measurement date. Most Important Performance Measures Following is an unranked list of the financial performance measures we consider most important in linking company performance and compensation actually paid to our Named Executive Officers for the most recently completed fiscal year. Further information on our performance measures is described in our Compensation Discussion & Analysis (CD&A) above.

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    | ● | Pre-Bonus Adjusted Operating Income | | ● | Revenue | | ● | Adjusted EBITDA |

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    Relationship between Compensation Actually Paid and Performance As described in "Compensation Discussion and Analysis" above, the Company uses several performance measures to align executive compensation with Company performance. Not all such measures are presented in the Pay versus Performance table above. As described in greater detail in “Compensation Discussion and Analysis,” TTEC’s executive compensation program reflects a pay-for performance philosophy. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical descriptions showing certain information presented in the table above. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group: Relationship between CAP vs. Net Income The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Net Income: Relationship between CAP vs. Pre-Bonus Adjusted Operating Income The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Pre-Bonus Adjusted Operating Income:

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    | | 12 Months ended December 31, | | | | | Reconciliation of Non-GAAP Income from Operations: | 2023 | 2022 | 2021 | 2020 | | Income from Operations | $118,021 | $168,543 | $217,192 | $204,692 | | Restructuring charges, net | 8,041 | 5,673 | 3,807 | 3,264 | | Impairment losses | 11,733 | 13,749 | 11,254 | 5,809 | | Cybersecurity incident related impact, net of insurance recovery | (3,210) | (3,610) | 13,659 | - | | Software accelerated amortization | - | 8,509 | - | - | | Write-off of acquisition related receivable | - | 900 | - | - | | Property costs not related to operations | 1,501 | - | - | - | | Liability related to notifications triggered by labor scheme(1) | 6,000 | - | - | - | | Grant income for pandemic relief | 40 | - | (8,142) | - | | Change in acquisition related obligation | 483 | - | - | - | | Bonus expense related to current year | 12,064 | 7,406 | 17,908 | 26,147 | | Acquisition related income excluded for bonus achievement calculation | - | (3,334) | - | (2,428) | | Reversal of acquisition-related deferred revenue excluded for bonus achievement | - | - | (4,305) | - | | Pre-Bonus Adjusted Operating Income | $154,673 | $197,836 | $251,373 | $237,484 |

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    Equity Compensation Plan Information The following table sets forth, as of December 31, 2023, the number of shares of our common stock to be issued upon exercise of outstanding options, RSUs, warrants and rights, the weighted-average exercise price of outstanding options, warrants and rights, and the number of securities available for future issuance under equity-based compensation plans:

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    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, RSUs, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the Second Column) | | Equity compensation plans approved by security holders | 1,604,273(1) | – | 1,834,918 | | Equity compensation plans not approved by security holders | – | – | – | | Total | 1,604,273(1) | | 1,834,918 |

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    | 1. | Reflects 3,647 RSUs outstanding under the 2010 equity incentive plan and 1,600,626 RSUs/PRSUs outstanding under the 2020 equity incentive plan. 1,834,918 shares are available for issuance under the 2020 equity incentive plan. |

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    Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee of the Board (i) was an officer or employee of the Company, (ii) was formerly an officer of the Company, or (iii) had any relationship requiring disclosure under the SEC’s rules governing disclosure of related person transactions. During the fiscal year ended December 31, 2023, we had no “interlocking” relationships in which (i) an executive officer of the Company served as a member of a compensation committee of another entity, one of whose executive officers served on our Compensation Committee of the Board, (ii) an executive officer of the Company served as a director of another entity, one of whose executive officers served on our Compensation Committee of the Board, or (iii) an executive officer of the Company served as a member of a compensation committee of another entity, one of whose executive officers served as a director of the Company. COMPENSATION COMMITTEE REPORT The Committee evaluates and establishes compensation for TTEC executive officers and oversees the equity-based compensation plans, performance-based cash incentive plans, and other management incentives and perquisite programs. The Committee also considered the impact of the COVID-19 pandemic on the performance of the Company and executive compensation. The Committee reviewed and discussed with the Company’s management the “Compensation Discussion and Analysis” (CD&A) materials presented in this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as incorporated by reference from this Proxy Statement.

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    | Compensation Committee | | Tracy L. Bahl, Chair | | Gregory A. Conley | | Robert N. Frerichs | | Gina L. Loften |

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    GAAP TO NON-GAAP RECONCILIATION OF PERFORMANCE METRICS The following tables reconcile our operating income and Earnings Per Share (EPS) from the GAAP results to the Non-GAAP comparisons for years ended December 31, 2023 and 2022.

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    | | 12 Months ended December 31, | | | Reconciliation of Non-GAAP Income from Operations: | 2023 | 2022 | | Income from Operations | $118,021 | $168,543 | | Restructuring charges, net | 8,041 | 5,673 | | Impairment losses | 11,733 | 13,749 | | Cybersecurity incident related impact, net of insurance recovery | (3,210) | (3,610) | | Software accelerated amortization | - | 8,509 | | Write-off of acquisition related receivable | - | 900 | | Property costs not related to operations | 1,501 | - | | Liability related to notifications triggered by labor scheme(1) | 6,000 | - | | Grant income for pandemic relief | 40 | - | | Change in acquisition related obligation | 483 | - | | Equity-based compensation expenses | 22,071 | 17,571 | | Amortization of purchased intangibles | 35,759 | 37,169 | | Non-GAAP Income from Operations | $200,439 | $248,504 | | Non-GAAP Income from Operations Margin | 8.1% | 10.2% | | | 12 Months ended December 31, | | | Reconciliation of Non-GAAP EPS: | 2023 | 2022 | | Net Income | $18,264 | $117,333 | | Add: Asset impairment and restructuring charges | 19,774 | 19,422 | | Add: Equity-based compensation expenses | 22,071 | 17,571 | | Add: Amortization of purchased intangibles | 35,759 | 37,169 | | Add: Cybersecurity incident related impact, net of insurance recovery | (3,210) | (3,610) | | Add: Software accelerated amortization | - | 8,509 | | Add: Write-off of acquisition related receivable | - | 900 | | Add: Property costs not related to operations | 1,501 | - | | Add: Liability related to notifications triggered by labor scheme | 6,000 | - | | Add: Grant income for pandemic relief | 40 | - | | Add: Change in acquisition related obligation | 483 | - | | Add: Changes in acquisition contingent consideration | 7,480 | 1,798 | | Add: Changes in escrow balance related to acquisition | 625 | - | | Add: Loss on dissolution of subsidiary | 301 | - | | Add: Foreign exchange loss / (gain), net | 1,950 | (6,514) | | Less: Changes in valuation allowance, return to provision adjustments and other, and tax effects of items separately disclosed above | (7,859) | (22,872) | | Non-GAAP Net Income | $103,179 | $169,706 | | Diluted shares outstanding | 47,419 | 47,335 | | Non-GAAP EPS | $2.18 | $3.59 |

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    | 1. | For further information, please see discussion in the Risk Factors section of the 2023 Form 10-K filed on February 29, 2024. |

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    PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING PROPOSAL NO. 1: ELECTION OF DIRECTORS We are seeking your support to elect eight Board member candidates who we have nominated for the 2024-2025 Board cycle. We believe that these candidates have qualifications and experience appropriate for a public technology and business process outsourcing company with a global operational footprint. The Board believes that the nominees have the experience and perspective to guide the Company as we continue our transformation from a customer care business process outsourcing company to a global integrated customer engagement technology and digital solutions service provider. The candidates also have the experience necessary to support TTEC as we compete in global markets, innovate, and adjust to rapidly changing technologies and client demands. Each member of our Board is elected for a term of one year. Our Board, on the recommendation of the Nominating and Governance Committee of the Board, is recommending to stockholders that the following candidates be elected to the Board at the 2024 Annual Meeting. The candidates are current TTEC directors and each of the eight director-nominees has confirmed his or her willingness to serve.

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    | Director | Age | Director Since | Independent | Qualifications | | Kenneth D. Tuchman | 64 | 1994 | | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company CEO and Board Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience ● TTEC Founder | | Steven J. Anenen | 71 | 2016 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company CEO and Board Experience ● Risk Management Experience ● Service Industry Experience | | Tracy L. Bahl | 62 | 2013 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Audit Experience ● Public Company Board Experience ● Risk Management Experience ● Service Industry Experience | | Gregory A. Conley | 69 | 2012 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Audit Experience ● Public Company Board Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience | | Robert N. Frerichs | 72 | 2012 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Audit Experience ● Public Company Board Experience ● Public Sector Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience |

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    | Marc L. Holtzman | 64 | 2014 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● ESG Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Board Experience ● Public Company Audit Experience ● Public Sector Experience ● Risk Management Experience ● Service Industry Experience | | Gina L. Loften | 58 | 2021 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● ESG Experience ● Global Experience ● Industry Experience ● Public Sector Experience ● Public Board Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience | | Ekta Singh-Bushell | 52 | 2017 | ✓ | ● Business Transformation Experience ● ESG Experience ● Global Experience ● Public Company Audit Experience ● Public Company Board Experience ● Public Sector Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience |

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    Limits on Director Service on Other Public Company Boards TTEC has a highly effective and engaged Board, and we believe that our directors' service on other companies’ boards enables them to contribute valuable knowledge and perspective to TTEC’s Board activities. Nonetheless, the Board is sensitive to the external obligations of its directors and the potential for overboard to compromise their ability to effectively serve the Company. Our Corporate Governance Guidelines limit each director's service on other boards of public companies to 1-4, depending on their circumstances. Directors whose main job is to sit on boards are limited to four (4) public company board memberships, other than the TTEC Board, and to two (2) audit committee memberships; while those who are employed by a public company may only be on the TTEC Board in addition to the board of their employer. Further, the ability of each director to devote sufficient time and attention to director duties is expressly considered as part of the annual Board evaluation process, which aims to evaluate the effectiveness and engagement of TTEC’s directors. While the Board considers its directors' outside directorships during this evaluation process, the Board recognizes that this is one of many outside obligations which could potentially impair a director's capacity to dedicate sufficient time and focus to their service on the TTEC Board. As such, the Board evaluates many factors when assessing the effectiveness and active involvement of each director. Such other factors include:

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    | ● | The director's attendance at Board and committee meetings. | | ● | The director's participation and level of engagement during these meetings. | | ● | The role played by the director on the Board, as well as on the other boards, including committee membership and chairmanship. | | ● | The experience and expertise of the director, including both relevant industry experience and service on other public company boards, which enable the director to serve on multiple boards effectively. |

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    Director Term, Availability, and Ability to Serve We schedule our Board and committee meetings up to three full years in advance to ensure directors’ availability and maximum participation. Directors are elected for a one-year term only and, accordingly, there is an opportunity to evaluate annually each director's ability to serve. If any of the nominees become unable or unwilling to serve before the Annual Stockholder Meeting, shares represented by valid proxies will be voted FOR the election of such other person as our Board may nominate, or the number of directors that constitutes the full Board may be reduced to eliminate the vacancy. Those elected to the TTEC Board at the 2024 Annual Meeting of Stockholders are expected to hold office until the next Annual Meeting when their successors are duly elected and qualified. Nominations of Directors While our Board and its Nominating and Governance Committee have not set specific minimum qualifications for director qualifications, they believe that it is important that TTEC directors, as a group, have the following attributes:

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    | ● | Exceptional business savvy and leadership experience; | | ● | Highest integrity; | | ● | Exceptional business judgment proven in prior roles; | | ● | Public company board or operational experience; | | ● | Diversity of perspectives; | | ● | Global/international experience; | | ● | Industry and technical experience relevant to TTEC’s business and aligned with its growth strategy; | | ● | Financial expertise; | | ● | Risk management experience; | | ● | Technology, digital, artificial intelligence, and machine learning experience; | | ● | Knowledge of our client verticals; | | ● | Objective, independent, and pragmatic approach to business decisions; | | ● | Willingness to devote time and attention to TTEC’s affairs and its stockholders’ interests; and | | ● | Appreciation of the role of the corporation in society and commitment to sustainable business strategy and social responsibility. |

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    As part of the nomination process, the Nominating and Governance Committee of the Board carefully considers strategic objectives of the Company and evaluates them against the Board composition and skill set of each director. The Nominating and Governance Committee of the Board considers potential candidates for membership on the Board of Directors throughout the year based on the recommendations brought forward by members of the Board, members of management, professional executive search firms, and stockholders. When evaluating candidates for recommendation to stand for election to the Board, the Nominating and Governance Committee of the Board considers each potential nominee’s skills, experience in areas of current significance to the Company, diversity, independence, the Board’s skills and dynamic as a group, and the candidate’s ability to devote adequate time to the Board’s duties. Candidates selected by the Nominating and Governance Committee of the Board are recommended to our Board for consideration and the Board recommends the candidates as a nominated slate to stockholders. The Nominating and Governance Committee of the Board will consider stockholder recommendations for Board candidates if the names and qualifications of such candidates are submitted in writing to our Corporate Secretary in accordance with our Amended and Restated Bylaws. The Nominating and Governance Committee of the Board considers properly submitted stockholders’ nominees in the same manner as it evaluates other candidates. 2024 Director Nominees

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    | | Kenneth D. Tuchman Age: 64 Director since 1994 TTEC Board Committees: ● Executive (Chair) Directorships: ● Tuchman Family Foundation ● Denver Center for the Performing Arts Mr. Tuchman has more than 40 years of experience in the business process outsourcing industry, driving innovation growth and profitability in all economic cycles. As the founder and the controlling stockholder of TTEC, Mr. Tuchman is an essential member of our Board of Directors. Mr. Tuchman founded TTEC’s predecessor company in 1982 and has served as the Chairman of the Board since 1994. Mr. Tuchman served as TTEC Chief Executive Officer from 1994 until 1999 and resumed the position in 2001. | | | Steven J. Anenen Age: 71 Director since 2016 TTEC Board Committees: ● Audit ● Nominating and Governance ● Executive Past Directorships: ● CDK Global (NASDAQ:CDK) ● DealerSocket Mr. Anenen’s extensive experience as a senior executive at a global public technology company, and his chief executive and automotive industry and technology experience bring relevant and necessary skills and perspective to our Board. In 2014, Mr. Anenen led the spin-off of the Automatic Data Processing (NASDAQ:ADP) Dealer Services Group to create CDK Global (NASDAQ:CDK); and served as its CEO between 2014 and his retirement in 2016. Prior to the CDK spin-off, Mr. Anenen spent almost 40 years with ADP, serving as the president of ADP Dealer Services, a leading provider of technology solutions to the automotive industry, between 2004 and 2014. During his tenure with ADP, Mr. Anenen oversaw the global expansion of the business into more than 100 countries, grew the dealer services business to over $2 billion in revenue, and led the transition to digital through the transformational acquisitions. |

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    | | Tracy L. Bahl Age: 62 Director since 2013 TTEC Board Committees: ● Compensation (Chair) ● Executive Directorships: ● andros* ● Glooko, Inc. Past Directorships: ● MedExpress ● Gustavus Adolphus College ● Emdeon Mr. Bahl’s extensive experience in the healthcare industry and his public company and private equity experience bring relevant and necessary skills, experience, and perspective to our Board. Since 2020, Mr. Bahl serves as an operating partner for the healthcare group at Welsh, Carson, Anderson & Stowe, a private equity firm specializing in healthcare and technology investments (WCAS); and as a managing partner for Valtruis, and member of the board of directors for Wayspring Health, Oncology Care Partners, and InterWell Health, Valtruis’ portfolio companies. He also currently serves on the board of Glooko, a leading diabetes connected care company. Previously, Mr. Bahl served as the president and CEO of OneOncology, a General Atlantic portfolio company that provides administrative, operational, and scientific support to oncology practices throughout the U.S. Between 2013 and 2018, Mr. Bahl served as executive vice president, health plans for CVS Health. From 2007 to 2013, he served as a special advisor to General Atlantic, supporting various of its portfolio companies in leadership roles. Prior to 2007, Mr. Bahl held various senior executive positions as part of UnitedHealth Group and at CIGNA Healthcare. | | | Gregory A. Conley Age: 69 Director since 2012 TTEC Board Committees: ● Audit (Chair) ● Compensation ● Security & Technology Directorships: ● CSG International (NASDAQ:CSGS) ● Travelport Worldwide Ltd. Past Directorships: ● HaulHound.com ● Odyssey Group, SA ● Verio, Inc. ● Tanning Technology Corporation (NASDAQ:TANN) Mr. Conley’s extensive public company experience as chief executive officer and as a director of several technology companies, his leadership in technology innovation, and his legal experience bring relevant and necessary skills, experience, and perspective to our Board. Between 2012 and 2014, Mr. Conley served as the CEO of Aha! Software, LLC, a predictive analytics and cloud computing company. Between 2009 and 2011, Mr. Conley served as the CEO of Odyssey Group, SA, a European-based technology services and software company, and oversaw the sale of the company to Temenos Group AG. Between 2004 and 2005, Mr. Conley was the president and CEO of Verio, Inc., a leading global provider of hosting and network services and a subsidiary of Nippon Telephone & Telegraph. From 2001 to 2003, Mr. Conley was president and CEO of Tanning Technology Corporation, a NASDAQ listed information technology solutions provider, sold to Platinum Equity in 2003. Prior to 2001, Mr. Conley was a senior executive responsible for e-markets, travel, and transportation at International Business Machines (NYSE:IBM) and an attorney at Covington & Burling LLP. |

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    | | Robert N. Frerichs Age: 72 Director since 2012 TTEC Committees: ● Nominating and Governance (Chair) ● Audit ● Compensation Directorships: ● Wedgewood Enterprises Corporation Past Directorships: ● Accenture (NYSE:ACN) ● Merkle, Inc. ● Avanade (a JV between Accenture and Microsoft) ● Cyandia, Inc. Mr. Frerichs’ extensive global business experience, his public company and consulting industry experience, and his financial credentials bring relevant and necessary skills, experience, and perspective to our Board. Mr. Frerichs spent 36 years with Accenture (NYSE:ACN) in various leadership roles including group chief executive for North America, chief risk officer, and chief operating officer of the communication and high-tech operating group, and chairman of the capital committee; culminating his career as the International Chairman of Accenture, Inc. Between 2012 and 2013, Mr. Frerichs was the chairman of the Aricent Group, a global innovation and technology services company. Mr. Frerichs is a Certified Public Accountant. | | | Marc L. Holtzman Age: 64 Director since 2014 TTEC Committees: ● Nominating and Governance Directorships: ● Rwanda Capital Market Authority ● Victoria Falls International Financial Center Past Directorships: ● Bank of Kigali ● CBZ Holdings Ltd. ● Astana Financial Services Authority ● KazKommertsBank ● FTI Consulting (NYSE:FCN) ● Duddell Street Acquisition Corp. (NASDAQ:DSAC) Mr. Holtzman’s extensive international experience along with his financial, investment banking, and public company board experience bring relevant and necessary skills, experience, and perspective to our Board. Mr. Holtzman served as the chairman of Meridian Capital HK, a Hong Kong private equity firm from 2012 until 2014, and as the executive vice chairman of Barclays Capital from 2008 and 2012. Between 2003 and 2005, Mr. Holtzman was president of the University of Denver. He also served in the cabinet of Colorado Governor Bill Owens as Secretary of Technology between 1999 and 2003. |

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    | | Gina L. Loften Age: 58 Director since 2021 TTEC Committees: ● Compensation ● Security and Technology Directorships: ● Teachers Insurance & Annuity Association of America (TIAA) ● Thoughtworks Holding, Inc. (NASDAQ:TWKS) ● Modernizing Medicine, Inc. ● Foursquare Labs Inc. ● InterWell Health Past Directorships: ● Rise Against Hunger ● George Mason University research foundation. Ms. Loften’s extensive experience in technology, cybersecurity, public sector, business transformation credentials, and diversity bring relevant and necessary skills, experience, and perspective to our Board. Ms. Loften most recently served as chief technology officer for Microsoft USA (NASDAQ:MSFT), the position from which she retired in 2021. Prior to Microsoft, since 2004, Ms. Loften served in roles of growing responsibility with IBM (NYSE:IBM), including global consulting leader in cloud application innovation for IBM Global Business Services, chief innovation officer for IBM Research, and global public sector leader for IBM Watson Group. | | | Ekta Singh-Bushell Age: 52 Director since 2017 TTEC Board Committees: ● Security and Technology (Chair) ● Audit ● Nominating & Governance Directorships: ● ChargePoint Holdings, Inc. (NYSE:CHPT) ● Huron Consulting Group (NASDAQ:HURN) ● Lesaka Technologies, Inc. (NASDAQ:LASK fka UEPS) ● Women’s Health Access Matters (a non-profit Board) Past Directorships: ● Designer Brands, Inc. (NYSE:DBI) ● Datatec Limited (JSE:DTC) Ms. Singh-Bushell’s experience in finance, audit, technology, and cybersecurity, as well as her international experience and ESG credentials bring relevant and necessary skills, experience, and perspective to our Board. She also advises startups and private companies in the B2B, data, SaaS, and technology services domains. From 2016 to 2017, Ms. Singh-Bushell served as deputy to the first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York. Prior to 2016, Ms. Singh-Bushell spent close to 20 years at Ernst & Young, serving in various leadership roles including global IT Effectiveness leader, US innovation & digital strategy leader; and chief information security officer. Ms. Singh-Bushell is a Certified Public Accountant and holds advanced international certifications in governance, information systems security, audit, and controls; and is an FSA (fundamentals of sustainability account) credential holder. |

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    Board Diversity Matrix

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    | Board Diversity Matrix | | | | | | Board Size: | | | | | | Total Number of Directors | | 8 | | | | Gender: | | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Directors | 2 | 6 | - | - | | Number of Directors who identify in Any of the Categories Below: | | | | | | African American or Black | 1 | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian (other than South Asian) | - | - | - | - | | South Asian | 1 | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | - | 6 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ (none have self-identified) | | - | | | | Persons with Disabilities (none have self-identified) | | | | | | Total Number of Directors: 8 | | | | |

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    The eight director nominees receiving the highest number of affirmative votes of the outstanding shares of common stock present or represented by proxy and voting at the Annual Meeting will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Recommendation of the Board Our Board recommends that you vote “FOR” all of the nominees for election to our Board. PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP (PwC) served as TTEC’s independent registered public accounting firm in 2023. The Audit Committee of the Board determined that the current audit team, supported by PwC’s partners experienced with TTEC business in key countries where TTEC has material operations, and other PwC subject matter experts, have the appropriate level of professional expertise to oversee the completion of the TTEC annual independent audit. Although the Audit Committee of the Board has the sole authority to appoint the independent auditor, the Audit Committee of the Board continues its long-standing practice of recommending that the Board ask the stockholders to ratify the appointment of the independent auditor. In accordance with its charter, the Audit Committee of the Board has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2024 and recommends to the stockholders that they ratify this appointment. If the appointment is not ratified by our stockholders, the Audit Committee of the Board may consider whether it should appoint another independent registered public accounting firm. Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting, where they will have the opportunity to make a statement if desired and be available to respond to stockholders’ questions. Fees Paid to Accountants PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since May of 2007. The following table shows the fees for the audit and other services provided by PricewaterhouseCoopers LLP for the years ended December 31, 2023 and 2022 (amounts in thousands).

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    | | 2023 | 2022 | | Audit fees | $4,856 | $4,546 | | Audit-related fees | $ - | $ - | | Tax fees | $ - | $ - | | All other fees | $1 | $69 | | Total | $4,857 | $4,615 |

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    Audit Fees This category includes the audit of our annual financial statements; review of financial statements included in our quarterly reports on Form 10-Q; the audit of management’s assessment of the effectiveness of our internal control over financial reporting, as well as the audit of the effectiveness of our internal control over financial reporting included in our 2023 Annual Report on Form 10-K and as required by Section 404 of the Sarbanes-Oxley Act of 2002; and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for current and prior years. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by non-U.S. jurisdictions, and the preparation of an annual “management letter” on internal control matters. Audit-Related Fees This category consists of assurance and related services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” Audit-related fees included accounting consultations and other attestation procedures. Tax Fees This category consists of professional services rendered by the independent registered public accounting firm, primarily in connection with our tax planning and compliance activities, including the preparation of tax returns in certain overseas jurisdictions and technical tax advice related to the preparation of tax returns. All Other Fees This category consists of professional services related to expatriate services and other nonrecurring miscellaneous services. The Audit Committee of the Board has considered whether the independent registered public accounting firm’s provision of non-audit services is compatible with their independence and determined that it is compatible. All of the services provided by PricewaterhouseCoopers LLP were approved by the Audit Committee of the Board pursuant to its policy on pre-approval of audit and permissible non-audit services. Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services All audit and non-audit services provided by PricewaterhouseCoopers LLP to us must be permissible under Section 10A of the Securities Exchange Act of 1934, as amended, and must be pre-approved in advance by the Audit Committee of the Board. The Audit Committee of the Board has delegated to the Chair of the Audit Committee of the Board the authority to pre-approve non-audit service projects with a total cost of up to $200,000 per fiscal year. However, if pre-approval is obtained from the Audit Committee of the Board Chair, the service may be performed but must be ratified by the Audit Committee of the Board at the next scheduled meeting. In accordance with this policy, the Audit Committee of the Board pre-approved all services performed and to be performed by PricewaterhouseCoopers LLP. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024 requires the affirmative vote of a majority of the outstanding shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment of PricewaterhouseCoopers LLP. Recommendation of the Board and the Audit Committee Our Board and the Audit Committee of the Board recommend that you vote “FOR” Proposal No. 2. PROPOSAL NO. 3: APPROVAL OF AN AMENDMENT TO THE TTEC 2020 EQUITY INCENTIVE PLAN We are asking you to approve an amendment to the TTEC Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan” or the “Plan”) to increase the number of shares available for issuance under the 2020 Plan by 4,500,000 shares and to allow certain shares that are withheld for taxes to be added back to the number of shares available for issuance under the 2020 Plan. The amendment to the 2020 Plan was approved by the Board on February 21, 2024, subject to stockholder approval at the 2024 Annual Meeting. The remaining provisions of the 2020 Plan are not affected by the amendment. A copy of the Amendment to the TTEC 2020 Equity Incentive Plan is provided as Appendix A to this Proxy Statement.