DEF 14A of TTEC Holdings, Inc.
Filed Apr 11, 2025 · FY20240001104659-25-034016
Margaret B. McLean
Margaret B. McLean General Counsel and Chief Risk Officer April 11, 2025 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 22, 2025: This Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report are available at ttec.com.
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. | | | |
Margaret B. McLean
Table of Contents
Margaret B. McLean
| PROXY STATEMENT EXECUTIVE SUMMARY | 1 | | MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING | 1 | | OUR COMPANY | 2 | | 2024 PERFORMANCE HIGHLIGHTS | 4 | | CORPORATE GOVERNANCE HIGHLIGHTS | 5 | | DIRECTOR EXPERIENCE | 7 | | IMPACT AND SUSTAINABILITY: HUMANITY FIRST | 8 | | 2025 BOARD NOMINEES | 9 | | 2024 EXECUTIVE COMPENSATION HIGHLIGHTS | 10 | | GENERAL INFORMATION | 11 | | IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES | 11 | | CORPORATE GOVERNANCE | 16 | | Board Leadership Structure | 16 | | Board Risk Oversight | 18 | | Communications with The Board | 19 | | Board Committees | 19 | | Audit Committee | 20 | | Compensation Committee | 21 | | Nominating and Governance Committee | 21 | | Security and Technology Committee | 22 | | Executive Committee | 22 | | Ethics Code for Executive and Financial Officers | 23 | | Director Compensation Overview | 23 | | AUDIT COMMITTEE REPORT | 24 | | STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS | 27 | | TTEC Hedging/Pledging Restrictions | 28 | | RELATED-PARTY TRANSACTIONS | 28 | | EXECUTIVES AND EXECUTIVE COMPENSATION | 28 | | TTEC Executive Officers | 28 | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | 2024 Performance Highlights | 30 | | Named Executive Officers | 30 | | 2024 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 | 35 | | Role of the Compensation Committee of the Board | 35 | | How We Use Compensation Consultants | 35 | | How We Use Peer Group, Survey, and Benchmark Data | 36 | | CEO COMPENSATION | 37 | | 2024 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS | 37 | | PERFORMANCE-BASED CASH INCENTIVE AWARDS | 38 | | Performance-Based Cash Incentives Funding Criteria | 38 | | Individual Performance Targets and Awards for Performance-Based Cash Incentives | 38 | | Cash Award Funding Paid in 2024 for 2023 Performance | 38 | | Cash Incentives Paid in 2024 for 2023 Performance | 39 | | Cash Award Funding Paid in 2025 for 2024 Performance | 39 | | Cash Incentives Paid in 2025 For 2024 Performance | 40 | | EQUITY INCENTIVE AWARDS | 40 | | Annual Restricted Stock Unit Grants | 40 | | Long-Term Incentive Plans (LTIP) | 41 | | 2022 Value Creation Program (VCP) | 43 | | Incentive Recoupment Policy | 43 |
Margaret B. McLean
| Insider Trading Policy | 44 | | Policies and Practices Related to the Grant of Certain Equity Awards | 44 | | EMPLOYMENT AGREEMENTS | 44 | | COMPENSATION RISK ASSESSMENT | 47 | | TAX CONSIDERATIONS | 47 | | ACCOUNTING CONSIDERATIONS | 48 | | EXECUTIVE COMPENSATION TABLES | 48 | | Summary Compensation Table for 2024 | 48 | | Non-qualified Deferred Compensation Table | 49 | | All Other Compensation Table | 49 | | Grants of Plan-Based Awards | 50 | | Outstanding Equity Awards at Year-End | 51 | | Stock Vested | 52 | | Potential Payments Upon Termination or Change in Control | 52 | | Termination and Change in Control Table | 53 | | 2024 CEO Pay Ratio | 54 | | Pay Versus Performance | 54 | | Equity Compensation Plan Information | 58 | | Compensation Committee Interlocks and Insider Participation | 58 | | COMPENSATION COMMITTEE REPORT | 59 | | GAAP TO NON-GAAP RECONCILIATION OF CERTAIN FINANCIAL MEASURES | 60 | | PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 61 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 61 | | Limits on Director Service on Other Public Company Boards | 62 | | Director Term, Availability, and Ability to Serve | 62 | | Nominations of Directors | 63 | | 2025 Director Nominees | 63 | | Required Vote | 66 | | Recommendation of the Board | 66 | | PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | Fees Paid to Accountants | 67 | | Audit Fees | 67 | | Audit-Related Fees | 67 | | Tax Fees | 67 | | All Other Fees | 67 | | Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services | 68 | | Required Vote | 68 | | Recommendation of the Board and the Audit Committee | 68 | | ADDITIONAL INFORMATION | 69 | | Stockholder Submission of Nominations and Proposals | 69 | | Other Business | 69 | | Annual Report | 69 |
2025 BOARD NOMINEES
2025 BOARD NOMINEES
2025 BOARD NOMINEES
| Director | Age | Director Since | Independent | Qualifications | | Kenneth D. Tuchman | 65 | 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/Digital Sector Experience ● TTEC Founder | | Steven J. Anenen | 72 | 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 | 63 | 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 | 70 | 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/Digital Sector Experience | | Robert N. Frerichs | 73 | 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/Digital Sector Experience | | Marc L. Holtzman | 65 | 2014 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A 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 |
2025 BOARD NOMINEES
| Gina L. Loften | 59 | 2021 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Public Sector Experience ● Public Company Board Experience ● Risk Management Experience ● Service Industry Experience ● Technology/Digital Sector Experience |
Director Compensation Overview
Director Compensation Overview During 2024, the independent directors’ compensation was as follows:
Director Compensation Overview
| ● | An annual retainer of $75,000; |
Director Compensation Overview
| ● | Additional annual retainer fees for Board Committee service as follows: |
Director Compensation Overview
| Chair of Audit Committee | $27,000 | | Members of Audit Committee | $13,500 | | Chair of Compensation Committee | $20,000 | | Members of Compensation Committee | $10,000 | | Chair of Nominating and Governance Committee | $15,000 | | Members of Nominating and Governance Committee | $7,500 | | Chair of the Security and Technology Committee | $15,000 | | Members of the Security and Technology Committee | $7,500 |
Director Compensation Overview
| ● | An annual grant of $190,000 of restricted stock units in TTEC stock, based on the fair market value of our common stock on the grant date. The annual grant of restricted stock units vest on the earlier of the first anniversary of the grant date or the date of the succeeding year’s Annual Meeting of Stockholders, or any change-in-control event (as defined in the relevant restricted stock unit agreement). |
Director Compensation Overview
The employee director(s) do not receive additional compensation for their Board service. The following table summarizes the actual compensation earned by independent directors during 2024 without regard to how it was paid:
Director Compensation Overview
| Name | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(1) | Total ($) | | Steven J. Anenen | $102,470 | $189,999 | $292,469 | | Tracy L. Bahl | $95,000 | $189,999 | $284,999 | | Gregory A. Conley | $119,500 | $189,999 | $309,499 | | Robert N. Frerichs | $113,500 | $189,999 | $303,499 | | Marc L. Holtzman | $82,500 | $189,999 | $272,499 | | Gina L. Loften | $92,500 | $189,999 | $282,499 | | Ekta Singh-Bushell(2) | $83,250 | $189,999 | $273,249 |
Director Compensation Overview
| 1. | Reflects the aggregate grant date value of 2024 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 value with respect to the restricted stock unit awards, see Section 19 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Each 2024 non-employee director restricted stock unit award covered 29,503 shares of TTEC stock, with the number of shares calculated by taking the intended value of $190,000 divided by the $6.44 per share closing price of our common stock on the date of grant and rounding down to the nearest whole number of shares. There is no assurance that the not-yet-vested equity awards would perform at the value at the time of the grant. For example, the RSU equity granted in 2024 has a materially lower market value as of the date of this Proxy Statement. As of December 31, 2024, each independent director, except Ms. Singh-Bushell, held 29,503 unvested restricted stock unit awards. Ms. Singh-Bushell’s unvested RSUs were forfeited as of the date of her departure from TTEC’s Board. |
Director Compensation Overview
| 2. | In June 2024, Ms. Singh-Bushell announced her intent to resign as a member of the Company’s Board of Directors effective immediately following the September 2024 scheduled meetings. Upon her resignation effective date, her outstanding restricted stock units representing 29,503 TTEC shares were cancelled. |
Director Compensation Overview
| 3. | In connection with the potential take-private transaction discussed in the Recent Developments section of this Proxy, the Special Committee of the Board was formed to consider the Non-Binding Proposal. Mr. Anenen, Mr. Bahl, Mr. Conley, and Mr. Frerichs are the members of this Special Committee of the Board. On November 4, 2024, the Board approved additional compensation for members of the Special Committee of the Board as follows: the chair of the Special Committee of the Board was to receive a retainer fee in the amount of $40,000 and an additional monthly fee of $20,000 up to an aggregate total compensation of $160,000; and the other members of the Committee were to receive a retainer fee of $30,000 and an additional monthly fee of $15,000 up to an aggregate total compensation of $120,000. For the Special Committee of the Board services through December 31, 2024, in addition to all other fees paid by the Company to the Board members, Mr. Anenen, Mr. Bahl, and Mr. Frerichs were each paid $75,000, and Mr. Conley, as the chair of the Special Committee of the Board, was paid $100,000. On April 3, 2025, the Board approved the following changes to the compensation for the members of the Special Committee of the Board: effective April 1, 2024, the Special Committee chair’s compensation would be $15,000 per month and the other Special Committee of the Board members’ compensation would be $12,000 per month until such time as the Special Committee of the Board is dissolved. |
Director Compensation Overview
In February 2024, the Board of Directors of TTEC Holdings, Inc., on the recommendation of the Compensation Committee of the Board, determined not to change the compensation arrangements for the independent directors of the Company for the 2024/2025 board cycle beginning in May 2024. The decision was based on a peer group and market data analysis. In December 2024, the Compensation Committee of the Board recommended, and the Board of Directors agreed, to postpone a competitive pay review for the 2025/2026 board cycle until after the Board completes its consideration of the potential take-private transaction.
2024 Performance Highlights
| 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 see GAAP to Non-GAAP Reconciliation of Performance Metrics on page 60 of this Proxy Statement. |
2024 Executive Compensation Summary
2024 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 four principal elements:
2024 Executive Compensation Summary
| 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 Awards | Provides an "at risk" long-term performance-based and time-based equity compensation opportunity. Our annual equity incentive program consists of multiple components: certain awards recognize prior year performance while vesting over time, while others are forward-looking and reward the achievement of key performance indicators over a three-year performance period. | | Other Awards | In addition to annual cash and equity incentives, we may from time to time grant one-time cash or equity grants to select executives, including the NEOs, usually to retain executives deemed to be at risk who are viewed as critical to achieving the business's specific objectives. |
2024 Executive Compensation Summary
| 1. | Actual TDC represents base salary earned in 2024, bonus paid in 2024 for 2023 performance, retention bonuses paid in 2024, grant date value of RSU equity grants awarded in 2024, and grant date value of performance-based grants, at target achievement, awarded under the 2024 annual long-term incentive plan. |
2024 Executive Compensation Summary
| 3. | Mr. Wagers joined TTEC on February 12, 2024. His actual TDC represents base salary earned in 2024, grant date value of a performance-based equity grant at target achievement awarded under the 2024 annual long-term incentive plan, and grant date value of a welcome RSU grant awarded in 2024. As Mr. Wagers was not employed for the entire performance year and his actual TDC includes the grant date value of his welcome grant, we did not compare his 2024 actual compensation against market. |
2024 Executive Compensation Summary
| 4. | The market data presented for Mr. Bourret corresponds with his primary role as Chief Accounting Officer prior to his departure from TTEC. |
Our Approach to Executive Leadership Compensation
| 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 annual goals. | | Competitive Compensation Targets. The Compensation Committee annually sets each executive’s target total direct compensation based on a review of market benchmarks. | | Rigorous Performance Metrics. The Board annually reviews and re-sets executive performance targets to ensure 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 NEOs and other senior executives with the interests of 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 and 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 the NEOs and other senior executives directly and demonstrably links to individual and Company-wide performance. | | 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 NEOs and other senior executives to remain focused on the Company and their business segment’s/function’s financial goals to build the foundation for our long-term success. | | Review of Compensation Peer Group. The Compensation Committee reviews our executive compensation program against our peer group annually and adjusts, when necessary, to make sure that it remains relevant and appropriate. |
EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE
| 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 time-based restricted stock units (RSUs) or performance-based restricted stock units (PRSUs) as deemed appropriate. Our annual equity incentive program includes components that reward the prior year’s performance but vest over time, or reward 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. | 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. | | Other awards | In addition to annual cash and equity incentives, from time to time, with the oversight and support of the Compensation Committee, one-time cash or equity grants to select executives, including the NEOs, are granted. | These special awards have a narrow purpose and are usually designed to retain executives deemed to be at risk who are viewed as critical to achieving the business's specific objectives. | These special grants do not occur year after year but instead address a narrow and specific purpose of the Company. They provide flexibility to address competition for talent that is particularly acute at this time given the transformational nature of the Company’s industry and volatility in its stock value. |
Role of the Compensation Committee of the Board
| ● | Reviews peer group data and the advice of the compensation consultant as a measure of the competitive market for executive talent in our industry. |
How We Use Compensation Consultants
How We Use Compensation Consultants From time to time, and as needed, the Compensation Committee retains the services of compensation consultants, law firms, and other professional advisors who act as independent advisors to the Compensation Committee. In selecting its consultants, the Compensation Committee takes measures to ensure that no member of our Board or any NEO has any affiliations with such consultants. The Compensation Committee requires that all consultants provide an annual certification of their independence. In 2024, the Compensation Committee utilized the services of Meridian Compensation Partners, LLC (Meridian), an executive compensation consulting firm (meridiancp.com), as its independent advisor. Meridian has served in this role for the Committee since November 2020, and in 2024, the Committee considered whether a competitive review for compensation consulting services was appropriate. It determined to maintain status quo while the Board is considering a potential take-private transaction. As requested by the Compensation Committee from time to time, and at least every other year, the compensation consultant provides the Committee with independent compensation advice on various aspects of executive compensation, including:
How We Use Compensation Consultants
| ● | A periodic review of our compensation practices, trends, and philosophy; |
How We Use Compensation Consultants
| ● | A competitive assessment of our executive compensation levels and pay-for-performance linkage; |
How We Use Compensation Consultants
| ● | 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; |
How We Use Compensation Consultants
| ● | A review of our equity award and cash incentive programs; |
How We Use Compensation Consultants
| ● | A review of our compensation practices compared to peer group companies and current trends related to executive employment agreements; and |
How We Use Compensation Consultants
| ● | Assistance in developing recommendations for compensation for our executive officers, including our NEOs. |
How We Use Compensation Consultants
Unless instructed otherwise, the consultant takes its direction solely from and provides reports to the Compensation Committee. 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 NEOs or other senior executives. From time to time, with the knowledge and express consent of the Compensation Committee, the compensation consultant may also provide other services to the Company. In 2024, Meridian did not provide any other services to the Company. All costs for the compensation consultant services are paid by the Company at the direction of the Compensation Committee. For 2024, Meridian was paid a total of $59,178 for their services. The Compensation Committee did not use the services of other advisors in 2024, but they were available to the Compensation Committee at the direction of the Committee chair.
How We Use Peer Group, Survey, and Benchmark Data
How We Use Peer Group, Survey, and Benchmark Data Each year, the Compensation Committee reviews the competitiveness of our compensation programs against our peer group and market benchmarks. The Compensation Committee, with the assistance of its compensation consultant, identifies a peer group of companies for compensation purposes. The companies in the peer group, generally, are TTEC competitors for clients and/or for talent, are comparable in size with similar annual revenue and/or operating income, have similar addressable markets, and follow similar compensation models. For use in 2024 pay decisions, the Compensation Committee, with assistance from Meridian, reviewed the Company’s peer group in September 2023. As a result of the review, Avaya, Inc. and ManTech International were removed from the TTEC peer group as no longer relevant to TTEC. Two additional companies, Maximus, Inc. and Perficient, Inc., were added to the TTEC peer group. TTEC’s 2024 peer group included:
How We Use Peer Group, Survey, and Benchmark Data
| ● | 8 x 8, Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | CSG Systems International, Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Concentrix Corp. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Conduent Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | EPAM Systems, Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | ExlService Holdings, Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Five9, Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Genpact Limited |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Maximus, Inc.* |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Perficient, Inc.* |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Sabre Corporation |
How We Use Peer Group, Survey, and Benchmark Data
| ● | TELUS International, Inc. |
How We Use Peer Group, Survey, and Benchmark Data
| ● | Unisys Corp. |
How We Use Peer Group, Survey, and Benchmark Data
*September 2023 peer additions for use in 2024 pay decisions In September 2024, the Compensation Committee further reviewed the Company’s peer group for 2025 compensation decisions and adjusted the group, based on the recommendations of its compensation consultant. The Compensation Committee 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 compensation levels for our NEOs and other senior executives. Although the Compensation Committee references the practices of the peer group in its compensation decisions, it does not adhere to strict formulas or benchmarking in its review of the peer group data to determine the mix of TTEC executive compensation elements. The peer group data is instructive, but it is neither a binding nor a dispositive factor in how the Compensation Committee makes its compensation decisions for the Company. The peer group data for executive officers performing the same or similar roles is one of several factors the Compensation Committee considers when establishing base salaries for NEOs, performance-based cash incentives, and equity grants and in determining the overall pay component mix.
2024 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS
2024 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS The Compensation Committee analyzed benchmarks for competitive base salaries using both the peer group and salary survey data as guides for the NEOs’ base salaries. The Compensation Committee determined that the base salaries for the NEOs were appropriate for 2024, except that Mr. Bourret’s salary was increased in July 2024, and they remained unchanged for 2025 as of the date of these disclosures. Base salaries for our NEOs during 2023, 2024, and as of this filing for 2025 are summarized below.
2024 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS
| Executive | Base Salary | | | Considerations for Base Salary Determination | | | 2025 | 2024 | 2023 | | | Kenneth D. Tuchman | $1 | $1 | $1 | At Mr. Tuchman’s request, his annual salary is $1. | | Kenneth “Kenny” R. Wagers | $625,000 | $625,000 | - | As negotiated at the time he accepted the role in 2024 and based on the scope of responsibilities and market benchmarks. | | Francois Bourret (1) | - | $412,000(2) | $400,000 | Based on the role and scope of responsibilities as the interim Chief Financial Officer and Chief Accounting Officer. | | Michelle “Shelly” R. Swanback(3) | - | $700,000 | $700,000 | 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 | $420,000 | Based on the role, scope of responsibilities, and market benchmarks. |
PERFORMANCE-BASED CASH INCENTIVE AWARDS
PERFORMANCE-BASED CASH INCENTIVE AWARDS
Performance-Based Cash Incentives Funding Criteria
Performance-Based Cash Incentives Funding Criteria The Compensation Committee resets the variable annual cash incentive award funding targets at the beginning of each year. For awards paid in 2024 for 2023 performance, the Compensation Committee selected pre-bonus adjusted operating income targets in setting variable incentive funding for the Company because this target was consistent with the Company’s long-term growth objectives. For the 2024 performance year, for which awards were paid in 2025, the Compensation Committee selected performance criteria that focus on top-line and bottom-line financial growth, as well as certain management business objectives (MBOs) designed to sustain the business and drive growth. Both 2023 and 2024 criteria align the interests of management with the interests of our stockholders.
Individual Performance Targets and Awards for Performance-Based Cash Incentives
Individual Performance Targets and Awards for Performance-Based Cash Incentives If and when cash incentives are available, based on the overall performance of the Company, how the funds are allocated to each NEO is determined by the Compensation Committee, at its discretion, based on the recommendation of the Chief Executive Officer, and based on the Compensation Committee’s view of the executive’s contribution to the execution of the Company’s strategic priorities as set forth below:
Individual Performance Targets and Awards for Performance-Based Cash Incentives
| Strategic Priorities | Performance Objectives | | Drive Growth and Market Leadership | Sign new business, increase partnerships, and grow revenue. | | Enhance Client Value and Experience | Increase client satisfaction, innovate new solutions, and retain clients | | Optimize Operational Excellence and Financial Performance | Improve EBITDA | | Cultivate Talent and Culture | Increase employee engagement and improve retention of high performing talent |
Individual Performance Targets and Awards for Performance-Based Cash Incentives
Under TTEC’s pay-for-performance philosophy, there is a clear correlation between the Company’s financial results and the amount of cash incentives payable to individual executives under the variable cash incentive plan, once the minimum threshold levels of financial performance have been achieved by the Company to fund the plan. The Compensation Committee has discretion, however, to increase cash incentives based on special circumstances and performance milestones that may not have translated into financial performance of a business segment or function in a given year, if they nonetheless positioned the Company for material gains in the future. The Compensation Committee also has the discretion to reduce such incentives if an executive fails to meet specific goals or takes actions that may be beneficial in the short term but represent an increased risk for the future.
Cash Award Funding Paid in 2024 for 2023 Performance
| 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 |
Cash Award Funding Paid in 2024 for 2023 Performance
| 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. |
Cash Incentives Paid in 2024 for 2023 Performance
Cash Incentives Paid in 2024 for 2023 Performance In 2024, based on 2023 company financial performance, the Compensation Committee awarded $705,250 in cash incentives to the NEOs for 2023 performance as follows:
Cash Incentives Paid in 2024 for 2023 Performance
| Named Executive Officer | Target Cash Incentives % Base Salary | Actual Cash Incentives Paid in 2024 for 2023 Performance | Actual Cash Incentive as a % 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. | | Kenneth “Kenny” R. Wagers | – | – | – | Mr. Wagers was hired in February 2024 and was not eligible to participate in the incentive plan for 2023 performance. | | Francois Bourret | Up to 40% | $40,000 | 25% | Aligned with the minimum funding to recognize Mr. Bourret’s achievement of performance milestones. | | Michelle “Shelly” R. Swanback | Up to 100% | $175,000 | 25% | Aligned with the minimum funding to recognize Ms. Swanback’s achievement of performance milestones. | | 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(2) | 100% | To recognize specific one-time contributions to enterprise risk mitigation in 2023. |
Cash Incentives Paid in 2024 for 2023 Performance
| 1. | As noted elsewhere in these proxy materials, at Mr. Tuchman’s request, he does not participate in this program. |
Cash Incentives Paid in 2024 for 2023 Performance
| 2. | Includes $90,000 aligned to minimum funding and $244,000 as a retention bonus in recognition of additional contributions. |
Cash Award Funding Paid in 2025 for 2024 Performance
| Performance-Based Cash Incentive Funding Metrics(1) | Performance Metric Weighting | 2024 Target | 2024 Performance | 2024 Performance – Adjusted for FX | Total Performance-Based Cash Award Funding for 2024 Performance | | Pre-Bonus Adjusted EBITDA | 40% | $292 million | $209.4 million | $205.5 million | $2.2 million | | Revenue | 40% | $2,395 million | $2,207.3 million | $2,213.6 million | $2.2 million | | MBOs(2) | 20% | - | - | - | $2.7 million |
Cash Award Funding Paid in 2025 for 2024 Performance
| 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. |
Cash Award Funding Paid in 2025 for 2024 Performance
| 2. | The incentive compensation pool is funded based on the weighting above. However, the weighting of performance metrics for cash incentives for our NEOs places greater emphasis on pre-bonus adjusted EBITDA and Revenue, weighted 45% each compared to a 10% weighting for MBOs. |
Cash Incentives Paid in 2025 For 2024 Performance
Cash Incentives Paid in 2025 For 2024 Performance In 2025, based on 2024 Company financial performance and achievement of the MBOs, the Compensation Committee awarded $421,250 in cash incentives to the NEOs for 2024 performance as follows:
Cash Incentives Paid in 2025 For 2024 Performance
| Named Executive Officer | Target Cash Incentives % Base Salary | Actual Cash Incentives Paid in 2025 for 2024 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. | | Kenneth “Kenny” R. Wagers | Up to 100% | $184,500 | 35% | To recognize Mr. Wagers’ attainment of performance milestones. Mr. Wagers was hired in February 2024. The award was prorated to reflect his 2024 employment period. | | Francois Bourret(2) | Up to 40% | – | – | – | | Michelle “Shelly” R. Swanback(3) | Up to 100% | – | – | – | | David J. Seybold | Up to 100% | $100,000 | 16% | To recognize Mr. Seybold’s partial achievement of performance milestones. | | Margaret B. McLean | Up to 85% | $136,750 | 38% | To recognize Ms. McLean’s achievement of performance milestones. |
Cash Incentives Paid in 2025 For 2024 Performance
| 1. | As noted elsewhere in these proxy materials, at Mr. Tuchman’s request, he does not participate in this program. |
Cash Incentives Paid in 2025 For 2024 Performance
| 2. | As Mr. Bourret exited the Company effective January 2025, he was not eligible for an award. |
Cash Incentives Paid in 2025 For 2024 Performance
| 3. | As Ms. Swanback resigned from the Company effective December 31, 2024, she was not eligible for an award. |
EQUITY INCENTIVE AWARDS
EQUITY INCENTIVE AWARDS
Annual Restricted Stock Unit Grants
Annual Restricted Stock Unit Grants In 2024, the Compensation Committee considered peer company benchmarks, each individual NEO’s performance in 2023, and the value of unvested equity held by each NEO. Based on this review, the Compensation Committee approved annual RSU equity grants to Ms. Swanback, Mr. Seybold, Mr. Bourret, and Ms. McLean (see table below). Mr. Wagers joined the Company in February 2024 and was not eligible to receive an RSU award in connection with 2023 performance. The primary characteristics of TTEC annual RSUs granted to executives are as follows:
Annual Restricted Stock Unit Grants
| ● | The 2024 annual RSU awards vest in three-year increments with 33% of the award vesting on each award anniversary. |
Annual Restricted Stock Unit Grants
| ● | Executive officers must be employed by the Company through the vesting date for each portion of the grant to vest. |
Annual Restricted Stock Unit Grants
| ● | Awards are structured to have a strong retention value and align executives’ interests to stockholders’ interests over a longer term. |
Annual Restricted Stock Unit Grants
| ● | RSUs provide a long-term incentive to balance short-term incentives provided by cash awards and base salaries. |
Annual Restricted Stock Unit Grants
| ● | 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.” |
Annual Restricted Stock Unit Grants
| Named Executive Officer | 2024 FMV* RSU Annual Grant $ | 2024 RSU Shares Granted(1) | Considerations for 2024 Determination | | Kenneth D. Tuchman(2) | – | – | Under Mr. Tuchman’s employment agreement, he does not participate in this program. | | Kenneth “Kenny” R. Wagers | – | – | Mr. Wagers was ineligible for an annual grant as he joined the Company in February 2024. | | Francois Bourret | $129,998 | 17,426 | Based on Mr. Bourret’s 2023 performance contributions. | | Michelle “Shelly” R. Swanback(3) | $1,249,998 | 167,560 | Based on Ms. Swanback’s 2023 performance contributions. | | David J. Seybold | $312,499 | 41,890 | Based on Mr. Seybold’s 2023 performance contributions. | | Margaret B. McLean | $209,999 | 28,150 | Based on Ms. McLean’s 2023 performance contributions. |
Annual Restricted Stock Unit Grants
*Fair Market Value (FMV)
Annual Restricted Stock Unit Grants
| 1. | Shares were calculated based on the total value of the grant divided by the closing stock price of our common stock on the grant date. |
Annual Restricted Stock Unit Grants
| 2. | As noted elsewhere in these proxy materials, at Mr. Tuchman’s request, he does not participate in this program. |
Annual Restricted Stock Unit Grants
| 3. | Due to Ms. Swanback’s resignation effective December 31, 2024, her award was cancelled. |
Long-Term Incentive Plans (LTIP)
Long-Term Incentive Plans (LTIP) To incentivize the long view on the Company’s performance and further align the interest of management with the stockholders’ interests, in 2019 TTEC launched a long-term performance-based equity incentive program (the “LTIP”). The LTIP program provides select senior executives with a performance-based equity incentive opportunity in addition to TTEC’s regular annual RSU equity grants available to most senior executives. Each performance-based equity award is aligned to stretch three-year financial targets. Generally, under the LTIP program, participants have the opportunity to earn between 0% and up to 200% of the award, based on the achievement of certain financial targets in the year three measurement period. The Compensation Committee has discretion to restructure the targets, upside potential, and the measurement periods for the LTIP.
2022 Long-Term Incentive Plan (LTIP)
2022 Long-Term Incentive Plan (LTIP) In 2022, the Compensation Committee approved revenue and adjusted EBITDA(1) as performance metrics for the 2022 LTIP award, with each performance metric weighted at 50%. The 2022 LTIP measurement period was the financial performance of the Company during the 2024 fiscal year. Each senior executive who was eligible to participate in the 2022 LTIP had the opportunity to earn between 0% to 200% of the award target, based on the revenue and adjusted EBITDA(1) of the Company during the 2024 measurement period. The 2022 LTIP performance criteria, at max payout opportunity, were aligned with an average 9.8% annual revenue growth rate and 11.9% annual adjusted EBITDA(1) growth rate during 2022 through 2024, as compared to the Company’s 2021 financial results.
2022 Long-Term Incentive Plan (LTIP)
| Revenue Targets | | Adjusted EBITDA(1) Targets | | Award Opportunity | | (amounts in millions) | | (amounts in millions) | | | | 2024 | CAGR* | 2024 | CAGR* | | | $2,767.4 | 6.8% | $442.30 | 8.3% | Threshold – 50% | | $2,845.7 | 7.8% | $454.70 | 9.3% | Target – 100% | | $2,925.5 | 8.8% | $470.60 | 10.6% | Above Target – 150% | | $3,006.7 | 9.8% | $486.90 | 11.9% | Max Target – 200% |
2022 Long-Term Incentive Plan (LTIP)
*Compound annual growth rate (CAGR)
2022 Long-Term Incentive Plan (LTIP)
| 1. | TTEC considers 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. |
2022 Long-Term Incentive Plan (LTIP)
| Named Executive Officer | 2022 FMV* Performance-Based Equity Grant $ | 2022 Target Performance-Based Equity Grant (in shares) (1) | | Kenneth D. Tuchman (2) | - | - | | Kenneth “Kenny” R. Wagers (3) | - | - | | Francois Bourret (4) | - | - | | Michelle “Shelly” R. Swanback | $499,977 | 6,772 | | David J. Seybold (5) | - | - | | Margaret B. McLean | $175,008 | 2,314 |
2022 Long-Term Incentive Plan (LTIP)
*Fair Market Value (FMV) 1. Shares were calculated based on the total value of the grant divided by the closing stock price of our common stock on the grant date. 2. As noted elsewhere in these proxy materials, at Mr. Tuchman’s request, he does not participate in this program. 3. Mr. Wagers joined the Company in February 2024, and he was not eligible to participate in the 2022 LTIP. 4. Mr. Bourret was not eligible to participate in the 2022 LTIP. 5. Mr. Seybold joined the Company in December 2022, and he was not eligible to participate in the 2022 LTIP Based on the Company’s performance during the 2024 measurement period, the threshold vesting performance for neither the Revenue component (weighted 50%) nor the adjusted EBITDA component (also weighted 50%) were met, and the 2022 LTIP awards were forfeited by the NEOs who participated in the program.
2023 Long-Term Incentive Plan (LTIP)
2023 Long-Term Incentive Plan (LTIP) In 2023, the Compensation Committee approved revenue and adjusted EBITDA as performance metrics for the 2023 LTIP award, each weighted at 50%. The 2023 LTIP award will vest in 2026, based on the Company’s performance during the 2025 measurement period. No awards were granted or vested under this program in 2024.
2024 Long-Term Incentive Plan (LTIP)
2024 Long-Term Incentive Plan (LTIP) In 2024, the Compensation Committee, once again, approved revenue and adjusted EBITDA(1) as performance metrics for the 2024 LTIP award, with each performance metric weighted at 50%. The 2024 LTIP award will vest in 2027, based on the Company’s performance during the 2026 measurement period. Mr. Wagers’ and Ms. McLean’s payouts under the 2024 LTIP will be based entirely on the performance of the Company, while Mr. Seybold’s payouts will be based 40% on the Company’s performance and 60% on the Digital business segment’s performance during the same measurement period. Given the evolving uncertainties in the CX contact center and technology industries, the Compensation Committee exercised its discretion and restructured the 2024 LTIP opportunity to reduce the upside earnings potential for the 2024 program from up to 200% of target award, as was the case in prior years, to up to 150% of target award only. Therefore, each NEO eligible to participate in the 2024 LTIP may earn between 0% to 150% of the award, based on the achievement of the established revenue and adjusted EBITDA(1) targets for fiscal year 2026. Under the 2024 Company-wide LTIP, the performance criteria, at max payout opportunity, are aligned with an average (.6)% annual revenue growth rate and 5.5% annual adjusted EBITDA(1) growth rate during the 2024 through 2026 three-year period as compared to 2023 financial results. Under the 2024 Digital LTIP, the performance criteria, at max payout opportunity, are aligned with an average 8.2% annual Digital revenue growth rate and 14.4% annual Digital adjusted EBITDA(1)growth rate compared during the same three-year period as compared to 2023 Digital financial results.
2024 Long-Term Incentive Plan (LTIP)
| Company Revenue Targets | | Company Adjusted EBITDA(1) Targets | | Digital Revenue Targets (amounts in millions) | | Digital Adjusted EBITDA(1) Targets (amounts in millions) | | Award Opportunity | | (amounts in millions) | | (amounts in millions) | | | | | | | | 2026 | CAGR* | 2026 | CAGR* | 2026 | CAGR* | 2026 | CAGR* | | | $2,191.9 | (3.8)% | $280.6 | 1.1% | $558.1 | 4.7% | $94.9 | 9.8% | Threshold – 50% | | $2,307.3 | (2.1)% | $300.6 | 3.5% | $587.5 | 6.5% | $101.4 | 12.2% | Target – 100% | | $2,422.6 | (.6)% | $318.6 | 5.5% | $616.8 | 8.2% | $107.3 | 14.4% | Above Target – 150% |
2024 Long-Term Incentive Plan (LTIP)
*Compound annual growth rate (CAGR)
2024 Long-Term Incentive Plan (LTIP)
| 1. | TTEC considers 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. |
2024 Long-Term Incentive Plan (LTIP)
| Named Executive Officer | 2024 FMV* Performance-Based Equity Grant $ Company Performance | 2024 Target Performance-Based Equity Grant (in shares) 1 Company Performance | 2024 FMV* Performance-Based Equity Grant $ Digital Performance | 2024 Target Performance-Based Equity Grant (in shares) (1)Digital Performance | | Kenneth D. Tuchman (2) | - | - | | | | Kenneth “Kenny” R. Wagers | $899,999 | 154,639 | | | | Francois Bourret (3) | - | - | | | | Michelle “Shelly” R. Swanback (4) | - | - | | | | David J. Seybold | $275,001 | 47,251 | $412,498 | 70,876 | | Margaret B. McLean | $209,997 | 36,082 | | |
2024 Long-Term Incentive Plan (LTIP)
| 1. | Shares were calculated based on the total value of the grant divided by the closing stock price of our common stock on the grant date. |
2024 Long-Term Incentive Plan (LTIP)
| 2. | As noted elsewhere in these proxy materials, at Mr. Tuchman’s request, he does not participate in this program. |
2024 Long-Term Incentive Plan (LTIP)
| 3. | Mr. Bourret was not eligible to participate in this 2024 LTIP program. |
2024 Long-Term Incentive Plan (LTIP)
| 4. | Due to Ms. Swanback’s resignation effective December 31, 2024, she is not eligible for this award. |
2024 Retention Equity Grants
2024 Retention Equity Grants To address the perceived retention risk for key executives, who the Board deemed critical to TTEC’s success in 2024 through 2026, the Compensation Committee re-allocated the funding remaining from the 2024 LTIP upside payout potential to a one-time RSU retention award, vesting in two equal installments in 2025 and 2026, and specifically targeted to retain key executives and to incentivize them to focus on the Company’s performance for the remainder of 2024, and during 2025 and in 2026. For the NEOs, the equity was allocated as follows:
2024 Retention Equity Grants
| Named Executive Officer | 2024 RSU Retention Grant $ | 2024 RSU Retention Shares Granted(1) | | Kenneth D. Tuchman(2) | – | – | | Kenneth “Kenny” R. Wagers | $349,997 | 60,137 | | Francois Bourret(3) | – | – | | Michelle “Shelly” R. Swanback(4) | – | – | | David J. Seybold | $249,998 | 42,955 | | Margaret B. McLean | $239,999 | 41,237 |
2024 Retention Equity Grants
| 1. | Shares were calculated based on the total value of the grant divided by the closing stock price of our common stock on the grant date. |
2024 Retention Equity Grants
| 2. | As noted elsewhere in these Proxy materials, at Mr. Tuchman’s request, he does not participate in TTEC incentive programs. |
2024 Retention Equity Grants
| 3. | Given Mr. Bourret’s role in the Company by the third quarter of 2024, he was not eligible for this program. |
2024 Retention Equity Grants
| 4. | Due to Ms. Swanback’s resignation effective December 31, 2024, she was not eligible for this award. |
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs, in recent years, including during 2024, our Compensation Committee has not granted such awards. The Compensation Committee generally approves the grant of equity compensation awards at approximately the same time every year, although off-cycle grants can be made at different times in certain circumstances, including for new hires, promotions, retention or other purposes. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS As a matter of policy, the Company does not usually enter into employment agreements, except with members of the executive leadership team, in circumstances when it is required to do so by law, in connection with acquisitions, or in special circumstances when the Company believes that such agreements are necessary to attract an executive or retain an executive in highly competitive market conditions. The Compensation Committee reviews, but is not required to approve, employment agreements with senior executive officers, except agreements with our Chief Executive Officer, the Chief Financial Officer, and the direct reports of the Chief Executive Officer. The primary terms of our employment arrangement with our NEOs are summarized below.
Tuchman Agreement
| ● | TTEC entered into an employment agreement with Mr. Tuchman in 2001. |
Tuchman Agreement
| ● | 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. |
Tuchman Agreement
| ● | 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.” |
Tuchman Agreement
| ● | 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). |
Swanback Agreement
| ● | 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. |
Swanback Agreement
| ● | Annual Cash Incentives. Ms. Swanback was eligible to participate in the Company’s annual variable cash incentive plan of up to 100% of her base salary. The opportunity was 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, was based on a combination of metrics tied to the overall performance of the Company and her individual performance. |
Swanback Agreement
| ● | Equity Grants. Ms. Swanback was 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 was not guaranteed. It was based on TTEC’s overall performance, the performance of the TTEC Engage business segment for which Ms. Swanback was 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. During the relevant period, the equity opportunity was 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. |
Swanback Agreement
| ● | 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. |
Swanback Agreement
| ● | Severance. Subject to customary releases, if Ms. Swanback were to be terminated without cause or for “good reason” by the Company, she was entitled to severance in the amount of 18 months of base salary and 12 months of benefits continuation. No severance was paid to Ms. Swanback on her separation from the Company, as her decision to leave the business was at her discretion and not initiated by the Company. |
Swanback Agreement
| ● | Change in Control Provision. The agreement provided that if Ms. Swanback were to be 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 would receive a change in control benefit of 2x of base salary and 12 months of continuation of benefits. Ms. Swanback was also 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. |
Seybold Agreement
| ● | 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. |
Seybold Agreement
| ● | 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. |
Seybold Agreement
| ● | 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 $275,000 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. |
Seybold Agreement
| ● | 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. |
Seybold Agreement
| ● | 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. |
Seybold Agreement
| ● | 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. |
McLean Agreement
| ● | TTEC entered into an amended and restated employment agreement with Ms. McLean in 2018, to replace her prior employment arrangement that was not memorialized in a formal agreement. The agreement was amended in 2024. |
McLean Agreement
| ● | 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. |
McLean Agreement
| ● | 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 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. |
McLean Agreement
| ● | 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”. |
McLean Agreement
| ● | 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. |
Wagers Agreement
| ● | 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. |
Wagers Agreement
| ● | 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 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. |
Wagers Agreement
| ● | 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 for the relevant performance period. 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. |
Wagers Agreement
| ● | 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. |
Wagers Agreement
| ● | Benefits. Mr. Wagers is entitled to participate in all customary wellness benefits offered to TTEC executives. Mr. Wagers’ employment agreement also provides for payment of certain personal expenses. |
Wagers Agreement
| ● | Severance. Subject to customary releases, if Mr. Wagers is terminated without cause or 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. |
Wagers Agreement
| ● | 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. |
Wagers Agreement
Provisions in our NEOs’ employment agreements relating to severance, termination and change in control are discussed in greater detail in the section below entitled “Executive Compensation Tables - Potential Payments upon Termination or Change in Control.”
ACCOUNTING CONSIDERATIONS
ACCOUNTING CONSIDERATIONS The Compensation Committee also considers the accounting and cash flow implications of our executive compensation program. In our financial statements, we record salaries and cash incentives as expenses in the amount paid, or to be paid, to the NEOs. Accounting rules also require us to record equity awards as an expense in our financial statements even though equity awards are not paid as cash to employees. The accounting expense of equity awards to employees is calculated in accordance with the guidance in FASB ASC Topic 718. The Compensation Committee believes, however, that the advantages of equity compensation programs, as discussed above, outweigh the non-cash compensation expense associated with them.
Summary Compensation Table for 2024
Summary Compensation Table for 2024 The following table sets forth the compensation for the services in all capacities to us and our subsidiary companies paid for the years ended December 31, 2024, 2023, and 2022 to our NEOs:
Summary Compensation Table for 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Performance- Based RSU (PRSU) Awards Under VCP ($) | Annual Performance- Based RSU (PRSU) Awards ($) (2) | Restricted Stock Unit Awards ($) (3) | Stock Awards Total ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) (5) | Total ($) (6) | | Kenneth D. Tuchman (Chief Executive Officer) | 2024 | 1 | – | – | – | – | – | – | 63,535 | 63,536 | | | 2023 | 1 | – | – | – | – | – | – | 100,150 | 100,151 | | | 2022 | 1 | – | – | – | – | – | – | 69,682 | 69,683 | | Kenneth “Kenny” R. Wagers (Chief Financial Officer) | 2024 | 528,846(7) | – | – | 899,999 | 4,349,994 | 5,249,993 | – | 32,445 | 5,811,284 | | Francois Bourret (Interim Chief Financial Officer, Chief Accounting Officer) | 2024 | 405,077 | – | – | – | 129,998 | 129,998 | 40,000 | 10,530 | 585,605 | | | 2023 | 318,961 | 300,000(1) | – | – | 469,985 | 469,985 | 54,000 | 10,080 | 1,153,026 | | | 2022 | – | – | – | – | – | – | – | – | – | | Michelle “Shelly” R. Swanback (President, TTEC Holdings) | 2024 | 700,000 | – | – | – | 1,249,998 | 1,249,998 | 175,000 | 11,843 | 2,136,841 | | | 2023 | 697,115 | – | – | 3,249,993 | 2,000,001 | 5,249,994 | – | 10,314 | 5,957,423 | | | 2022 | 396,635 | – | 5,537,250 | 499,977 | 4,500,012 | 10,537,239 | – | 962 | 10,934,836 | | David J. Seybold (Chief Executive Officer, TTEC Digital) | 2024 2023 | 625,000 625,000 | – – | – – | 687,499 312,507 | 562,498 – | 1,249,997 312,507 | 156,250 – | 11,124 8,497 | 2,042,371 946,004 | | | 2022 | 36,058 | – | 2,288,500 | – | 2,999,995 | 5,288,495 | – | – | 5,324,553 | | Margaret B. McLean (General Counsel and Chief Risk Officer) | 2024 | 420,000 | – | – | 209,997 | 449,998 | 659,995 | 334,000 | 9,588 | 1,423,584 | | | 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 |
Summary Compensation Table for 2024
| 1. | In 2023, the Compensation Committee agreed to provide Mr. Bourret with a one-time retention bonus in connection with his position as Interim CFO, payable in three installments as follows: 25% in October 2023, 25% in March 2024, and 50% in December 2024. |
Summary Compensation Table for 2024
| 2. | Amounts were calculated pursuant to the guidance in FASB ASC Topic 718. For performance-based equity grants granted but not yet earned under the 2024 long-term incentive plan, we calculated the grant date value based on the closing price of our common stock on the date of grant multiplied by the number of target shares granted. At maximum achievement of 150%, using the grant date value, the award values would be as follows: Mr. Wagers $1,349,999, Mr. Seybold $1,031,249, and Ms. McLean $314,996. |
Summary Compensation Table for 2024
| 3. | Amounts set forth in this column were calculated pursuant to the guidance in FASB ASC Topic 718. For the 2024 annual RSU grants, we calculated the grant date value based on the closing price of our common stock on May 13, 2024, which was the greater of (a) the closing price of our common stock as of market close on May 13, 2024, the date we initially communicated awards, and (b) the closing price of our common stock on May 30, 2024; multiplied by the number of shares granted. For further information regarding assumptions used to compute grant date fair value with respect to the restricted stock unit awards, see Section 19 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table for 2024
| 4. | For 2024, the amounts summarized include payments made in 2024 for the discretionary 2023 performance-based cash incentive awards. |
Summary Compensation Table for 2024
| 5. | Amounts for 2024 are summarized below under the heading “All Other Compensation.” |
Summary Compensation Table for 2024
| 6. | The Summary Compensation table should be read in conjunction with the additional tables and narrative descriptions that follow. The “Grants of Plan-Based Awards” table and the accompanying description of the material terms of the RSU awards granted in 2024 provide information regarding the long-term equity incentives awarded to NEOs in 2024. The “Outstanding Equity Awards at Year-End” and ”Stock Vested” tables provide further information on the NEOs’ potential realizable value and actual value realized with respect to their equity awards. |
Summary Compensation Table for 2024
| 7. | The base salary for Mr. Wagers is prorated based on his date in February 2024. |
Non-qualified Deferred Compensation Table
Non-qualified Deferred Compensation Table
Non-qualified Deferred Compensation Table
| Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings or Losses in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($)(1) | | Kenneth D. Tuchman | – | – | 705,813 | – | 4,737,571 | | Kenneth “Kenny” R. Wagers | – | – | – | – | – | | Francois Bourret | – | – | – | – | – | | Michelle “Shelly” R. Swanback | – | – | – | – | – | | David J. Seybold | 260,806 | – | 49,428 | – | 483,749 | | Margaret B. McLean | – | – | – | – | – |
Non-qualified Deferred Compensation Table
| 1. | Amounts set forth in this column were reported as compensation to the NEOs in the Summary Compensation Table for previous years. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards Each of the Non-Equity Incentive Plan Awards reported in this “Grants of Plan-Based Awards” table refers to discretionary performance-based cash incentive award payments. The material terms of these incentive awards are described in the section entitled “Compensation Discussion and Analysis.” The following table sets forth information about the discretionary performance-based cash incentive awards or discretionary cash bonuses for the NEOs in 2024, the equity award opportunity under the 2024 long-term compensation plan and the RSU stock awards to each NEO during 2024:
Grants of Plan-Based Awards
| Name | Grant Date | Stock Award Description | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (# Shares) | Target (# Shares) | Maximum (# Shares) | Or Units (#)(3) | | | Kenneth D. Tuchman | – | | – | – | – | – | – | – | – | – | | Kenneth “Kenny” R. Wagers | – | Cash Incentive | – | 625,000 | – | – | – | – | – | – | | | 03/01/2024 | New Hire RSU | – | – | – | – | – | – | 288,392 | 3,999,997 | | | 10/04/2024 | Annual PRSU | – | – | – | 77,320 | 154,639 | 231,959 | – | 899,999 | | | 10/04/2024 | Retention RSU | – | – | – | – | – | – | 60,137 | 349,997 | | Francois Bourret | – | Cash Incentive | – | 160,000 | – | – | – | – | – | – | | | 05/30/2024 | Annual RSU | – | – | – | – | – | – | 17,426 | 129,998 | | Michelle ”Shelly” R. Swanback | – | Cash Incentive | – | 700,000 | -- | – | – | – | – | – | | | 05/30/2024 | Annual RSU | -- | -- | -- | -- | -- | -- | 167,560 | 1,249,998 | | David J. Seybold | – | Cash Incentive | -- | 625,000 | -- | -- | -- | -- | -- | -- | | | 05/30/2024 | Annual RSU | – | – | – | – | – | – | 41,890 | 312,499 | | | 10/04/2024 | Annual PRSU | – | – | – | 59,064 | 118,127 | 177,191 | – | 687,499 | | | 10/04/2024 | Retention RSU | – | – | – | – | – | – | 42,955 | 249,998 | | Margaret B. McLean | -- | Cash Incentive | – | 357,000 | -- | -- | -- | -- | -- | -- | | | 05/30/2024 | Annual RSU | – | – | – | – | – | – | 28,150 | 209,999 | | | 10/04/2024 | Annual PRSU | -- | -- | -- | 18,041 | 36,082 | 54,123 | -- | 209,997 | | | 10/04/2024 | Retention RSU | -- | -- | -- | -- | -- | -- | 41,237 | 239,999 |
Grants of Plan-Based Awards
| 1. | Amounts summarized in this column reflect the target bonus opportunity under our 2024 performance-based cash award plan. Mr. Tuchman elected not to participate in prior year performance-based cash incentive awards, and he again elected not to receive such awards in 2024. However, on December 31, 2024, Mr. Tuchman was still eligible to receive payments for such awards. |
Grants of Plan-Based Awards
| 2. | Under the 2024 long-term incentive plan approved by the Compensation Committee in 2024, senior executives have an opportunity to earn between 0% to 150% of the target shares covered by the award based on the level of achievement against pre-established performance targets. The amounts shown represent the threshold, target, and maximum number of shares that may be earned under the 2024 long-term incentive plan for each senior executive. |
Grants of Plan-Based Awards
| 3. | Amounts set forth in this column represent the number of shares underlying time-in-service-based RSU awards. |
Grants of Plan-Based Awards
| 4. | Amounts set forth in this column were calculated pursuant to the guidance in FASB ASC Topic 718. For performance-based equity grants granted but not yet earned, we calculated the grant date value based on the closing price of our common stock on the date of grant multiplied by the number of target shares granted. The grant date value shown for awards subject to performance conditions is based on “target” level achievement. For annual RSU grants, we calculated the grant date value based on the closing price of our common stock on May 13, 2024, which was the greater of (a) the closing price of our common stock as of the market close on May 13, 2024, the date we communicated awards, and (b) the closing price of our common stock on May 30, 2024, multiplied by the number of shares granted. |
Outstanding Equity Awards at Year-End
Outstanding Equity Awards at Year-End The following table presents information regarding the outstanding equity awards held by each of the NEOs as of December 31, 2024, including the vesting dates for the portions of these awards that had not vested as of that date. All equity awards listed below were issued from our equity incentive plan.
Outstanding Equity Awards at Year-End
| Name | Grant Date | Number of Shares of Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested At Threshold Performance ($)(2) | | Kenneth D. Tuchman | - | - | - | - | - | | Kenneth “Kenny” R. Wagers | 03/01/2024 | 288,392(16) | 1,439,076 | - | - | | | 10/04/2024 | 60,137(14) | 300,084 | 154,639(15) | 385,824 | | Francois Bourret | 07/01/2021 | 336(4) | 1,677 | - | - | | | 03/15/2022 | - | - | 2,940(11) | 7,335 | | | 07/01/2022 | 844(6) | 4,212 | - | - | | | 04/03/2023 | 8,152(17) | 40,678 | - | - | | | 04/14/2023 | 715(18) | 3,568 | - | - | | | 05/30/2024 | 17,426(8) | 86,956 | - | - | | Michelle “Shelly” R. Swanback(3) | - | - | - | - | - | | David J. Seybold | 12/07/2022 | 39,327(10) | 196,242 | 50,000(11) | 124,750 | | | 03/16/2023 | - | - | 8,583(13) | 21,415 | | | 05/30/2024 | 41,890(9) | 209,031 | - | - | | | 10/04/2024 | 42,955(14) | 214,345 | 118,127(15) | 294,727 | | Margaret B. McLean | 07/01/2021 | 644(5) | 3,214 | - | - | | | 03/04/2022 | 0(12) | 0 | - | - | | | 03/15/2022 | - | - | 10,150(11) | 25,324 | | | 07/01/2022 | 1,687(7) | 8,418 | - | - | | | 03/16/2023 | - | - | 5,768(13) | 14,391 | | | 05/30/2024 | 28,150(9) | 140,469 | - | - | | | 10/04/2024 | 41,237(14) | 205,773 | 36,082(15) | 90,025 |
Outstanding Equity Awards at Year-End
| 1. | The dollar amounts are determined by multiplying (i) the number of share units by (ii) $4.99, which was the closing price of our common stock on December 31,2024, the last trading day of 2024. |
Outstanding Equity Awards at Year-End
| 2. | The dollar amounts are determined by multiplying (i) the number of share units reported by 50% (threshold) by (ii) $4.99, which was the closing price of our common stock on December 31,2024, the last trading day of 2024. |
Outstanding Equity Awards at Year-End
| 3. | All outstanding awards were cancelled on December 31, 2024, due to Ms. Swanback’s departure from TTEC. |
Outstanding Equity Awards at Year-End
| 4. | The unvested portion of this time-in-service-based RSU award was scheduled to vest in one installment on July 1, 2025, subject to continued employment. However, due to Mr. Bourret’s departure from TTEC in January 2025, no portion of the unvested shares of this grant will vest. |
Outstanding Equity Awards at Year-End
| 5. | The unvested portion of this time-in-service-based RSU award is scheduled to vest in one installment on July 1, 2025, subject to continued employment. |
Outstanding Equity Awards at Year-End
| 6. | The unvested portion of this time-in-service-based RSU award was scheduled to vest in two equal installments beginning July 1, 2025, and on each anniversary thereafter, subject to continued employment. However, due to Mr. Bourret’s departure from TTEC in January 2025, no portion of the unvested shares of this grant will vest. |
Outstanding Equity Awards at Year-End
| 7. | The unvested portion of this time-in-service-based RSU award is scheduled to vest in two equal installments beginning July 1, 2025, and on each anniversary thereafter, subject to continued employment. |
Outstanding Equity Awards at Year-End
| 8. | The unvested portion of this time-in-service-based RSU award was scheduled vest in three equal installments beginning on May 30, 2025, and on each anniversary thereafter, subject to continued employment. However, due to Mr. Bourret’s departure from TTEC in January 2025, no portion of the unvested shares of this grant will vest. |
Outstanding Equity Awards at Year-End
| 9. | The unvested portion of this time-in-service-based RSU award is scheduled to vest in three equal installments beginning on May 30, 2025 and on each anniversary thereafter, subject to continued employment. |
Outstanding Equity Awards at Year-End
| 10. | The unvested portion of this time-in-service-based RSU award vests in three equal installments beginning on November 28, 2025, and on each anniversary thereafter, subject to continued employment. |
Outstanding Equity Awards at Year-End
| 11. | The unvested portion of this VCP award includes one measurement period at the end of fiscal year 2025. Vesting is subject to (i) achievement of Revenue and adjusted EBITDA targets and (ii) continued employment of the award holder. Should award holder be employed during 2024 and exit before the end of the measurement period, the award may vest on a pro-rated basis subject to achievement of targets. Based on the Company’s expected performance in 2025, the Compensation Committee has determined that the Company would not reach the minimum performance thresholds in either Revenue or adjusted EBITDA for the VCP measurement period. Therefore, no awards will vest or become payable under this incentive program in 2026. |
Outstanding Equity Awards at Year-End
| 12. | In connection with the 2022 long-term incentive plan, the unvested portion of this performance-based RSU includes one measurement period at the end of fiscal year 2024. Vesting is subject to (i) achievement of Revenue and adjusted EBITDA and (ii) the continued employment of the award holder. Based on 2024 financial performance, the minimum threshold was not met and the award was forfeited. |
Outstanding Equity Awards at Year-End
| 13. | In connection with the 2023 long-term incentive plan, the unvested portion of this performance based RSU granted on March 16, 2023, includes one measurement period at the end of fiscal year 2025. Vesting is subject to (i) achievement of Revenue and adjusted EBITDA and (ii) the continued employment of the award holder. |
Outstanding Equity Awards at Year-End
| 14. | The unvested portion of this time-in-service based RSU award vests in two equal installments on October 4, 2025, and October 4, 2026. |
Outstanding Equity Awards at Year-End
| 15. | In connection with the 2024 long-term incentive plan, the unvested portion of this performance-based RSU granted on October 4, 2024, includes one measurement period at the end of fiscal year 2026. Vesting is subject to (i) achievement of Revenue and adjusted EBITDA and (ii) the continued employment of the award holder. |
Outstanding Equity Awards at Year-End
| 16. | The unvested portion of this time-in-service-based RSU award vests in five equal installments beginning on March 1, 2025, and on each anniversary thereafter, subject to continued employment. |
Outstanding Equity Awards at Year-End
| 17. | The unvested portion of this time-in-service based RSU award was scheduled to vest in three equal installments beginning on April 3, 2025, and on each anniversary thereafter, subject to continued employment. However, due to Mr. Bourret’s departure from TTEC in January 2025, no portion of the unvested shares of this grant will vest. |
Outstanding Equity Awards at Year-End
| 18. | The unvested portion of this time-in-service-based RSU award was scheduled to vest in three equal installments beginning on April 14, 2025, and on each anniversary thereafter, subject to continued employment. However, due to Mr. Bourret’s departure from TTEC in January 2025, no portion of the unvested shares of this grant will vest. |
Stock Vested
Stock Vested The following table presents information regarding the vesting of RSUs and performance-based RSUs held by NEOs during 2024.
Stock Vested
| Stock Awards | | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Kenneth D. Tuchman | – | – | | Kenneth “Kenny” R. Wagers | – | – | | Francois Bourret | 5,340 | 47,862 | | Michelle “Shelly” R. Swanback | 23,176 | 212,356 | | David J. Seybold | 26,218 | 134,761 | | Margaret B. McLean | 7,042 | 59,310 |
Stock Vested
| 1. | The dollar amounts reflected above for value realized on stock awards’ vesting are determined by multiplying (i) the number of shares of common stock issued due to RSU vesting by (ii) the per-share price of our common stock as of market close on the date of vesting. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our RSU agreements for NEOs only provide accelerated vesting if NEOs’ employment with the Company is terminated without cause during three months prior to a change in control event or within 12 or 24 months after such change in control event, depending on the executive. NEOs are also entitled to certain severance and continuation of benefits if they are terminated without cause during the above-stated change in control termination window. The amount of severance varies among NEOs and is disclosed as part of Employment Agreement disclosures in this Proxy Statement.
2024 CEO Pay Ratio
2024 CEO Pay Ratio
2024 CEO Pay Ratio
| ● | Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our principal executive officer, Chairman and CEO Kenneth Tuchman, and the ratio of these two amounts. |
2024 CEO Pay Ratio
| ● | To determine the CEO pay ratio, we first identified our median employee. We selected October 1, 2024, as the date upon which we would identify the “median employee,” because it enabled us to make such identification in a reasonable timeframe. In determining the employee population to be used to calculate the compensation of the median employee, we included employees in all countries. TTEC is a global company, with complex operations worldwide with more than half of its employees located outside of the United States, the country in which our headquarters office is located. As of October 1, 2024, TTEC’s workforce consisted of approximately 51,110 full-time, part-time, and temporary/seasonal employees. |
2024 CEO Pay Ratio
| ● | We utilized 2024 actual cash compensation (base wages + allowances/premiums + variable incentives) for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. We do not grant equity to a large percentage of our employee population, so using actual cash compensation is representative. We included all our full-time, part-time, and temporary/ seasonal employees globally, but excluded our CEO. We annualized the compensation for all full-time and part-time employees who did not work for us for the entire fiscal year. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes which rely on forecasted rates. The forecasted rates are based on historical rate trends, external market data and other factors. We did not make any cost-of- living adjustments. |
2024 CEO Pay Ratio
| ● | After identifying our median employee, based on our consistently applied compensation measure, we calculated annual total compensation for this employee using the same methodology we use for our NEOs as set forth in the “2024 Summary Compensation Table” included in this Proxy Statement. Based on this calculation, our median employee’s annual total compensation for 2024 was $11,575. Our CEO’s annual total compensation for 2024 was $63,536. As a result, the ratio of our CEO’s annual total compensation to that of our median employee’s annual total compensation for 2024 is 6 to 1. While our pay ratio is 6 to 1, it is important to note that the annual base salary for our CEO is $1.The remaining portion of Mr. Tuchman’s 2024 compensation relates to the amounts summarized under the All Other Compensation column in the “2024 Summary Compensation Table.” |
Pay Versus Performance
Pay Versus Performance In 2022, the Securities and Exchange Commission (the “SEC”) adopted Pay versus Performance (PvP) rules as required by the Dodd–Frank Wall Street Reform and Consumer Protection Act. These rules require that companies disclose how NEOs’ “Compensation Actually Paid” relates to the disclosures in the Summary Compensation Table and to the financial performance of the Company. The following Pay Versus Performance (PvP) Table summarizes the key points demonstrated in the accompanying tables.
Pay Versus Performance (PvP) Table
Pay Versus Performance (PvP) Table The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO NEOs”:
Pay Versus Performance (PvP) Table
| | | | | | Value of an Initial $100 Investment Based on 12/31/19 | | | Company Selected Measure | | Fiscal Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total For Non-PEO NEOs(1)(4) | Average Compensation Actually Paid to Non-PEO NEOs(1)(5) | Total Stockholder Return(6) | Peer Group Total Stockholder Return(7) | Net Income (millions)(8) | Pre-Bonus Adjusted Operating Income (millions)(9) | | 2024 | $63,536 | $63,536 | $2,399,937 | $760,350 | $15 | $157 | ($310.6) | $92.2 | | 2023 | $100,151 | $100,151 | $1,782,960 | $138,937 | $61 | $158 | $18.3 | $154.7 | | 2022 | $69,683 | $69,683 | $6,423,892 | $1,502,297 | $119 | $125 | $117.3 | $197.8 | | 2021 | $632,135 | $632,135 | $2,045,642 | $2,745,100 | $241 | $194 | $158.2 | $251.4 | | 2020 | $628,295 | $628,295 | $1,917,864 | $2,325,816 | $192 | $129 | $129.3 | $237.5 |
Pay Versus Performance (PvP) Table
| 1. | The NEOs included in these columns reflect the following individuals: |
Pay Versus Performance (PvP) Table
| Year | PEO | Non-PEO NEOs | | 2024 | Kenneth D. Tuchman | Kenneth "Kenny" R. Wagers, Francois Bourret, Michelle "Shelly" R. Swanback, David J. Seybold, Margaret B. McLean | | 2023 | Kenneth D. Tuchman | Michelle "Shelly" R. Swanback, Francois Bourret, Dustin J. Semach, David J. Seybold, Margaret B. McLean | | 2022 | Kenneth D. Tuchman | Dustin J. Semach, Michelle "Shelly" R. Swanback, Regina M. Paolillo, David J. Seybold | | 2021 | Kenneth D. Tuchman | Regina M. Paolillo, Richard S. Erickson, Judi A. Hand, Margaret B. McLean, Dustin J. Semach | | 2020 | Kenneth D. Tuchman | Regina M. Paolillo, Martin F. DeGhetto, Richard S. Erickson, Judi A. Hand, Margaret B. McLean |
Pay Versus Performance (PvP) Table
| 2. | Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. |
Pay Versus Performance (PvP) Table
| 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 are no equity adjustments recorded and the dollar amounts reflect the actual amount of compensation earned during the applicable year. |
Pay Versus Performance (PvP) Table
| 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 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. |
Pay Versus Performance (PvP) Table
| 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. |
Pay Versus Performance (PvP) Table
| 6. | Total Stockholder 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. |
Pay Versus Performance (PvP) Table
| 7. | Peer Group Total Stockholder 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. |
Pay Versus Performance (PvP) Table
| 8. | The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance (PvP) Table
| 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 60 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. |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
| Fiscal Year | Summary Compensation Table Total | (Minus): Grant Date 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 | | 2024 | $2,399,937 | ($1,707,996) | $686,372 | ($441,083) | $0 | ($176,879) | $0 | $0 | $760,350 | | 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 |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
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 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.
Relationship Between Compensation Actually Paid and Performance
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:
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS We are seeking your support to elect seven Board member candidates who we have nominated for the 2025-2026 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 2025 Annual Meeting. The candidates are current TTEC directors and each of the seven director-nominees has confirmed his or her willingness to serve.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Director | Age | Director Since | Independent | Qualifications | | Kenneth D. Tuchman | 65 | 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 | 72 | 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 | 63 | 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 | 70 | 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 | 73 | 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 |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Marc L. Holtzman | 65 | 2014 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A 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 | 59 | 2021 | ✓ | ● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Public Sector Experience ● Public Board Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience |
2025 Director Nominees
2025 Director Nominees
2025 Director Nominees
| | Kenneth D. Tuchman Age: 65 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. |
2025 Director Nominees
| | Steven J. Anenen Age: 72 Director since 2016 TTEC Board Committees: ● Security & Technology (Interim Chair) ● 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. | | | Tracy L. Bahl Age: 63 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. |
2025 Director Nominees
| | Gregory A. Conley Age: 70 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. | | | Robert N. Frerichs Age: 73 Director since 2012 TTEC Committees: ● Nominating and Governance (Chair) ● Audit ● Compensation ● Executive 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. |
2025 Director Nominees
| | Marc L. Holtzman Age: 65 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. | | | Gina L. Loften Age: 59 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. |