DEF 14A of Concentrix Corp, Feb 8, 2024

DEF 14A of Concentrix Corp

Filed Feb 8, 2024 · FY20230001803599-24-000041

Open on EDGAR

  1. Newark, California 94560

    | Outstanding Equity Awards at 2023 Fiscal Year-End | 43 | | Option Exercises and Stock Vested in Fiscal Year 2023 | 46 | | Pension Benefits | 47 | | Potential Payments upon Termination or in Connection with Change of Control | 47 | | CEO Pay Ratio | 49 | | Pay Versus Performance | 49 | | General Information | 53 | | 2025 Annual Meeting of Stockholders | 53 | | Important Notice Regarding Delivery of Stockholder Documents | 53 | | Information Requests | 54 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee is responsible for reviewing our director compensation program and recommending adjustments, as appropriate, to the full Board. As part of its review, the Compensation Committee considers the significant time commitment and expertise required to effectively serve on our Board and its committees. The Board’s goal for our director compensation program is to provide non-employee directors with a fair compensation package that reflects the services they perform for our stockholders, as well as the performance of the Company. In March 2023, the Compensation Committee recommended, and the Board approved, changes to our non-employee director compensation program to add Committee member retainers, increase the amounts of the Audit and Compensation Committee chair retainers, decrease the annual Board cash retainer and increase the annual director equity grant. As amended, our director compensation program consists of an annual retainer, a Board Chair retainer, Committee Chair and member retainers, and a long-term equity component, which consists of a grant of restricted stock units that vest in full on the earlier of the one-year anniversary of the date of grant and the date of our next annual meeting.

  4. DIRECTOR COMPENSATION

    | | Annual Member Retainer | Additional Chair Retainer | | Board | $85,000 | $150,000 | | Audit Committee | $15,000 | $15,000 | | Compensation Committee | $12,500 | $12,500 | | Nominating and Governance Committee | $10,000 | $10,000 | | Executive Committee | $— | $— | | Annual equity grant | $175,000 | |

  5. DIRECTOR COMPENSATION

    The 2023 changes were based, in part, on a review of the director compensation at our compensation peer group and aligned our director compensation program more closely to the peer group, while continuing to emphasize director equity ownership to strengthen alignment with stockholder interests. See “Compensation Discussion and Analysis—Our Compensation Process.” We provide coverage for directors under a director and officer liability insurance policy. We also reimburse directors for their reasonable out-of-pocket expenses for attending Board and Committee meetings and educational seminars and conferences in accordance with our director education program.

  6. DIRECTOR COMPENSATION

    | | 2024 Proxy Statement 19 |

  7. 2023 Director Compensation

    2023 Director Compensation The following table sets forth the compensation paid to, or earned by, each of our non-employee directors in fiscal year 2023.

  8. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Teh-Chien Chou | $123,451 | $174,920 | $1,470 | $299,841 | | LaVerne H. Council | $108,628 | $174,920 | $1,470 | $285,018 | | Jennifer Deason | $106,902 | $174,920 | $1,470 | $283,292 | | Olivier Duha(3) | $15,599 | $86,708 | $355 | $102,662 | | Nicolas Gheysens(3)(4) | $15,599 | $86,708 | $355 | $102,662 | | Kathryn Hayley | $120,000 | $174,920 | $1,470 | $296,390 | | Kathryn Marinello | $239,647 | $174,920 | $1,470 | $416,037 | | Dennis Polk | $89,647 | $174,920 | $1,470 | $266,037 | | Ann Vezina | $118,274 | $174,920 | $1,470 | $294,664 |

  9. 2023 Director Compensation

    (1) Represents the aggregate fair values of stock awards granted to our non-employee directors, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), on the applicable grant date. For valuation assumptions used to calculate the fair value of our stock awards, see Note 4 “Share-Based Compensation” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. As of November 30, 2023, each non-employee director other than Messrs. Duha, Gheysens, and Polk held 1,482 shares of unvested restricted stock. As of November 30, 2023, (i) each of Messrs. Duha and Gheysens held 1,173 shares of unvested restricted stock units and (ii) Mr. Polk held 2,885 shares of unvested restricted stock and stock options to purchase 18,129 shares of Common Stock, of which 9,588 were vested and exercisable. Mr. Polk’s equity awards include Concentrix restricted stock and options to purchase shares of Common Stock that were issued in connection with the conversion of TD SYNNEX equity awards upon our spin-off in December 2020. (2) Represents dividends paid on unvested restricted stock awards received as a non-employee director of Concentrix. (3) Cash retainer converted from euros by using the fiscal year-end exchange rate of 1 EUR to $1.0907. (4) At the request of Mr. Gheysens and to comply with the internal policies of GBL, Mr. Gheysens’ cash retainer was paid directly to GBL.

  10. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors Our Board currently has ten directors. Each director is elected for a one-year term until the next Annual Meeting of Stockholders and until a successor is elected, or until the director’s earlier resignation, removal from office, or death. Upon the recommendation of the Nominating and Governance Committee, the Board has nominated for election as directors at the Annual Meeting the ten individuals named below, each of whom is currently serving on the Board. In our Proxy Statement related to our 2023 Annual Meeting of Stockholders, we disclosed that we expected Mr. Polk’s service on the Board, which initially was for transition purposes related to our spin-off from TD SYNNEX in December 2020, would conclude at the 2024 Annual Meeting of Stockholders. After further consideration and discussion, including with respect to Mr. Polk’s strengths as a director, our Board determined that it is in the best interests of the Company and our stockholders that Mr. Polk remain on our Board. You may vote or withhold authority to vote for each of the director nominees. Cumulative voting is not permitted, which means that each stockholder may vote no more than the number of shares they own for a single director candidate. Shares of Common Stock as to which the authority to vote is withheld are not counted toward the election of the director nominees specified on the proxy. Broker non-votes will have no effect. Directors will be elected by a plurality of the votes cast, meaning that the director nominees who receive the greatest number of shares voted “for” their election are elected. However, under the Company’s Bylaws, if any director receives a greater number of “withhold” votes than votes “for” in an uncontested election, the director must promptly tender their resignation to the Board. The Board will consider the resignation and determine whether to accept or reject the resignation. We expect that each of the ten nominees listed below will stand for re-election at the Annual Meeting. However, if any nominee is not a candidate at that time for any reason, proxies (excluding broker non-votes) will be voted for a substitute nominee designated by the Board. Proxies submitted without direction will be voted for each director nominee named below. Broker non-votes will have no effect. OUR BOARD RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES SET FORTH BELOW.

  11. Proposal No. 1: Election of Directors

    | | Age: 51 | | | | Director since December 2020 | Executive Committee | | | Chris Caldwell has served as President and Chief Executive Officer of Concentrix since December 2020 after serving as Executive Vice President of TD SYNNEX (NYSE: SNX) and President of Concentrix from February 2014 to December 2020. He previously served as President of Concentrix from June 2012 to February 2014, Senior Vice President and General Manager of Concentrix from March 2007 to June 2012, and Senior Vice President, Global Business Development of TD SYNNEX from March 2007 to June 2012. Mr. Caldwell joined TD SYNNEX in 2004 as Vice President, Emerging Business through the acquisition of EMJ Data Systems Ltd. As our President and Chief Executive Officer and the leader of the business for more than 15 years, Mr. Caldwell has extensive knowledge of our industry and is uniquely qualified to understand the opportunities and challenges facing Concentrix. | | | Chris Caldwell | | | | President and CEO, Concentrix Corporation | | |

  12. Proposal No. 1: Election of Directors

    | | 2024 Proxy Statement 21 |

  13. Proposal No. 1: Election of Directors

    | | | Audit Committee Chair | | | Age: 66 | Executive Committee | | | Director since December 2020 | Nominating and Governance Committee | | | T.C. Chou has served as the President of Harbinger Venture Management Co., Ltd., a venture capital firm, since January 2000. He has also served on the boards of directors of several companies listed on the Taiwan Stock Exchange, including Synnex Technology International Corp. since 2000, Getac Technology Corp since 2009, and Intech Biopharma Ltd. since 2014. Dr. Chou holds a Bachelor of Science from National Taiwan University, a Master of Business Administration from Wharton Business School at the University of Pennsylvania, and a Ph.D. from Rutgers University. Dr. Chou was chosen to serve on our Board due to his strong background in finance and his substantial experience with public company boards of directors, including several technology-focused companies. | | | Teh-Chien Chou | | | | President, Harbinger Venture Management Co., Ltd. | | |

  14. Proposal No. 1: Election of Directors

    | | Age: 62 | Audit Committee | | | Director since December 2020 | Compensation Committee | | | LaVerne H. Council has been the Chief Executive Officer of Emerald One, LLC, a consulting company focused on helping business and technology organizations transform through digital change, since November 2019. Prior to that, she was Managing Principal for Grant Thornton LLP from December 2017 to October 2019. She served as a Senior Vice President for the MITRE Corporation from April 2017 to December 2017 and as the Assistant Secretary for Information & Technology and Chief Information Officer for the U.S. Department of Veteran Affairs from July 2015 to January 2017. Ms. Council has also served as the Corporate Vice President and Global Chief Information Officer for Johnson & Johnson (NYSE: JNJ) from 2006 to 2011 and in several roles of increasing responsibility at DELL, Inc. (NYSE: DELL) from 2000 to 2006, most recently as the Global Vice President, Information Technology, Global Business Solutions, and Development Services. Ms. Council has served on the board of directors of ConMed Corporation (NYSE: CNMD) since 2019 and Thomson Reuters Corporation (TSX/NYSE: TRI) since 2022. Ms. Council holds a Master of Business Administration from Illinois State University and a Bachelor of Business Administration from Western Illinois University. Ms. Council was chosen to serve on our Board due to her strong background in information technology and expertise with leading transformational change. | | | LaVerne H. Council | | | | Chief Executive Officer, Emerald One, LLC | | |

  15. Proposal No. 1: Election of Directors

    | | 2024 Proxy Statement 22 |

  16. Proposal No. 1: Election of Directors

    | | Age: 48 | Audit Committee | | | Director since December 2020 | Nominating and Governance Committee | | | Jennifer Deason currently serves as the Chief Executive Officer of Home Partners of America, a Blackstone portfolio company that provides access to single-family housing to individuals and families in the United States, a position that she has held since February 2023. Ms. Deason previously served as the Chief Executive Officer of Belong Acquisition Corp. (formerly NASDAQ: BLNG), a special purpose acquisition company (SPAC), from July 2021 to May 2022 and Chairwoman of Belong Acquisition Corp. from July 2021 to July 2023. Prior to that, Ms. Deason was the Co-Founder, Chief Financial Officer and Chief Business Officer for the dtx company, a direct-to-consumer (DTC) incubator and investment firm from May 2019 to July 2021. From 2016 to 2018, Ms. Deason served as Executive Vice President, Head of Strategy and Business Development for Sotheby’s. She served as Chief Financial Officer of The Weather Channel from 2014 to 2016 and was an Executive Vice President with Bain Capital, LP from 2008 to 2016. While at Bain Capital, Ms. Deason served in several interim operating roles such as President, Chief Marketing Officer and Chief Financial Officer and was a board member of several portfolio companies. Ms. Deason has served on the board of directors of MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) since July 2021. She was a member of the board of directors of DHI Group (NYSE: DHX) from July 2016 to April 2023. She holds a Master of Business Administration from Stanford University and a Bachelor of Arts from Yale University. Ms. Deason was chosen to serve on our Board due to her experience with consumer-focused, technology-enabled businesses and her strong background in financial and operating roles, including her experience as a Chief Financial Officer. | | | Jennifer Deason | | | | Chief Executive Officer, Home Partners of America | | |

  17. Proposal No. 1: Election of Directors

    | | Age: 55 | Vice Chair of the Board | | | Director since September 2023 | Executive Committee | | | Oliver Duha was the co-founder and served as Chief Executive Officer of Webhelp from June 2000 to September 2023. Prior to joining Webhelp, Mr. Duha served as a consultant at Bain & Company Inc., a global business consulting and services firm, from 1998 to 2000. At Webhelp, Olivier was instrumental in launching the Think Human Foundation (THF) with a mission to foster the social and professional inclusion of young people with limited opportunities. Mr. Duha received a degree in finance from École Supérieure de Commerce Et de Management – ESCEM, a master’s degree in consulting from Audencia, and an MBA from INSEAD. From his co-founding and leadership of Webhelp, Mr. Duha has a deep knowledge of our business and the customer experience industry. He also brings to our Board his leadership skills, a strong background in technology, finance and operations, and a track record of entrepreneurship and philanthropy. Mr. Duha was nominated for election to the Board pursuant to the Investor Rights Agreement that we entered into in connection with the Webhelp combination. See “Corporate Governance—Related Party Transactions.” | | | Olivier Duha Former Chief Executive Officer, Webhelp | | |

  18. Proposal No. 1: Election of Directors

    | | 2024 Proxy Statement 23 |

  19. Proposal No. 1: Election of Directors

    | | Age: 47 | | | | Director since September 2023 | Executive Committee | | | Nicolas Gheysens has served as an executive of Groupe Bruxelles Lambert SA, a public limited liability company (société anonyme) incorporated under the laws of Belgium (“GBL”), an investment group based in Brussels, since September 2019. At GBL, Mr. Gheysens co-leads the group’s activities in France. In this capacity, he was a director on the board of Webhelp, where he had been directly involved for nearly 10 years. Prior to joining GBL, Mr. Gheysens served as an executive at KKR & Co., Inc., a global investment firm, from February 2004 to June 2019. In addition to his leadership experience at GBL and Webhelp, Nicolas currently serves as a director of Sienna Investment Managers and is a board observer of Parques Reunidos. He has previously served on the boards of TDS A/S, Solocal, Afriflora, SMCP, Winoa, Pets at Home, The Hut Group and Mowi. Nicolas Gheysens graduated from IEP (Strasbourg) and holds a Master in Management from Essec Business School. Mr. Gheysen’s extensive investment and board experience supporting the growth of large and successful businesses across Europe and his background with Webhelp and the broader customer experience industry make him a complementary addition to our Board of Directors. Mr. Gheysens was nominated for election to the Board pursuant to the Investor Rights Agreement that we entered into in connection with the Webhelp combination. See “Corporate Governance—Related Party Transactions.” | | | Nicolas Gheysens Executive, Group Bruxelles Lambert SA | | |

  20. Proposal No. 1: Election of Directors

    | | | Compensation Committee Chair | | | Age: 65 | Executive Committee | | | Director since December 2020 | Nominating and Governance Committee | | | Kathryn Hayley has been the Chief Executive Officer of Rosewood Advisory Services, LLC, a business advisory services firm, since 2015. Previously, Ms. Hayley served as an Executive Vice President of UnitedHealthcare (a subsidiary of UnitedHealth Group, Inc.) from 2012 to 2015. From 2006 to 2012, she served as an executive of Aon plc (NYSE: AON), including as Chief Executive Officer of Aon Consulting Worldwide and Aon Hewitt Consulting Americas. Prior to her service at Aon plc, Ms. Hayley was an information technology partner at Deloitte Consulting LLP, led the U.S. financial services practice, and served on the board of directors of Deloitte & Touche U.S. Ms. Hayley has served on the boards of directors of Old National Bancorp (Nasdaq: ONB) since February 2022, following its merger with First Midwest Bancorp Inc. (formerly Nasdaq: FMBI). Prior to the merger, Ms. Hayley served on the board of directors of First Midwest Bancorp since 2016. Ms. Hayley also served on the board of directors of Alight Solutions, LLC from 2018 through 2021, and Interior Logic Group from 2021 through 2022. Ms. Hayley holds a Bachelor of Science from Illinois State University and a Master of Business Administration from the Kellogg School of Management at Northwestern University. She also holds a Qualified Technology Expert certification from the Digital Directors Network. Ms. Hayley was chosen to serve on our Board due to her strong background in information technology, financial services and talent management and her extensive experience as a public company leader. | | | Kathryn Hayley | | | | Chief Executive Officer, Rosewood Advisory Services, LLC | | |

  21. Proposal No. 1: Election of Directors

    | | 2024 Proxy Statement 24 |

  22. Proposal No. 1: Election of Directors

    | | Age: 67 | Chair of the Board | | | Director since December 2020 | Executive Committee | | | Kathryn Marinello has served as Chief Executive Officer of PODS Enterprises, LLC since January 2021. Previously, she served as the President and Chief Executive Officer and a director of Hertz Global Holdings (NYSE: HTZ) (“Hertz”) from January 2017 through May 2020. Prior to that, Ms. Marinello served as a Senior Advisor of Ares Management LLC, a global alternative asset manager, from March 2014 to December 2016, and as Chair, President and Chief Executive Officer of Stream Global Services, Inc., a business process outsourcing service provider, from 2010 to March 2014. Ms. Marinello served as Chair, Chief Executive Officer and President of Ceridian Corporation, a provider of human resources software and services, from 2006 to 2010, and in several senior roles at General Electric Co. (NYSE: GE) from 1997 to 2006. Ms. Marinello has served as a director of Volvo Group since 2014 and a director of Ares Acquisition Corporation (NYSE: AAC), a SPAC, since February 2021. She previously served as a member of the boards of directors of The Nielsen Company B.V. (2014-2017), General Motors Company (NYSE: GM) (2007-2016), and RealPage, Inc. (Nasdaq: RP) (2015-2017). In May 2020, Hertz filed voluntary petitions for relief under chapter 11 of title 11 of the U.S. Bankruptcy Code following the impact of the COVID-19 pandemic on travel demand. Ms. Marinello holds a Master of Business Administration from Hofstra University and a Bachelor of Arts from State University of New York at Albany. Ms. Marinello was chosen to serve on our Board due to her extensive leadership experience, including on several public company boards of directors, and her strong background with the consumer services, technology and BPO industries. | | | Kathryn Marinello | | | | Chief Executive Officer, PODS | | |

  23. Proposal No. 1: Election of Directors

    | | Age: 57 | | | Director since December 2020 | | | Dennis Polk has served as a member of the TD SYNNEX (NYSE: SNX) (f/k/a SYNNEX Corporation) Board of Directors since February 2012 and is the TD SYNNEX Hyve Solutions Executive. Mr. Polk served as Executive Chair of the TD SYNNEX Board of Directors from September 2021 through August 2023 and as the TD SYNNEX President and Chief Executive Officer from March 2018 until September 2021. Mr. Polk joined TD SYNNEX in 2002 as Senior Vice President of Corporate Finance and in the same year became Chief Financial Officer. In 2006, he was promoted to Chief Operating Officer and served in that capacity until he became President and Chief Executive Officer. Mr. Polk has served on the Board of Directors of Terreno Realty Corporation (NYSE: TRNO) (“Terreno”), a real estate company, since 2010. At Terreno, he serves as Chair of the Compensation Committee. From his history of leadership roles at TD SYNNEX, the former parent company of Concentrix, Mr. Polk has deep knowledge of the Concentrix business and its industry. He also brings to our Board his leadership skills and a strong background in finance, operations, and distribution. | | Dennis Polk | | | Hyve Solutions Executive, TD SYNNEX Corporation | |

  24. Proposal No. 1: Election of Directors

    | | 2024 Proxy Statement 25 |

  25. Proposal No. 1: Election of Directors

    | | Age: 60 | Compensation Committee | | | Director since December 2020 | Executive Committee | | | | Nominating and Governance Committee Chair | | | Ann Vezina has served as a member of the board of directors of TD SYNNEX (NYSE: SNX) since February 2017, the Lead Independent Director since September 2021 and the Chair of the Board since September 2023. From July 2013 to August 2015, Ms. Vezina served as Corporate Vice President, Human Resources for Xerox Business Services, LLC (“Xerox”). From February 2010 to July 2013, she was Corporate Vice President and Chief Operations Officer for Xerox. Previously, she served as Executive Vice President and Group President, Commercial Solutions for Affiliated Computer Services, Inc. (“ACS”) before the acquisition of ACS by Xerox Corporation in 2010. Ms. Vezina began her career with Electronic Data Systems. Ms. Vezina holds a Bachelor of Science in business administration from Central Michigan University. As a director of TD SYNNEX, the former parent company of Concentrix, since 2017, Ms. Vezina has a strong background with the Concentrix business. From her senior executive roles with Fortune 500 companies, she also has extensive experience in the BPO and technology industries and with personnel management for global businesses. | | | Ann Vezina | | | | Chair, TD SYNNEX Corporation | | |

  26. Our Compensation Process

    compensation plans as well as the compensation of the other executive officers. The CEO’s compensation is discussed and approved during executive sessions of the Compensation Committee and Board without the CEO present. Compensation Consultant. In accordance with the Compensation Committee Charter, the Compensation Committee has the authority, at the Company’s expense and without further approval, to engage, retain, replace, and terminate any compensation consultants, outside counsel, or other advisors to the Compensation Committee, including the authority to approve the consultant’s or advisor’s fees and other retention terms. During fiscal year 2023, the Compensation Committee engaged FW Cook to provide advice on, and assist the Compensation Committee in its review of, executive officer and non-employee director compensation matters, including the review of the Company’s compensation peer group and incentive plan design for our NEOs. The Compensation Committee regularly meets with its independent compensation consultant without management present. The Compensation Committee reviewed the independence of FW Cook in fiscal year 2023, including the specific factors set forth in Rule 10C-1 under the Exchange Act and determined that FW Cook is independent and that FW Cook’s work for the Committee does not raise any conflict of interest. Compensation Peer Group. During 2022, the Compensation Committee, with assistance from FW Cook, evaluated and approved the below peer group to be used for fiscal year 2023 compensation purposes:

  27. Our Compensation Process

    To identify a sufficient number of companies so that the data gathered is adequate to reach reasonable conclusions about the competitive market, the Compensation Committee considers peers that operate in the CX solutions and technology industry, as well as adjacent industries that compete for similar executive talent. The above peer companies were selected primarily based upon having similar business operations and being in a reasonable size range for direct compensation comparisons. At the time the peer group was approved, our revenue was at the 72nd percentile of the peers’ revenue for the trailing four quarters, and our market capitalization was at the 39th percentile of the peers’ average market capitalization for the most recently disclosed fiscal year (i.e., corresponding to the most recent year of compensation disclosures). Certain of our core CX solutions competitors were not included in the compensation peer group because the companies do not have sufficient history as a public company from which to gather comparative compensation information. During 2023, the Compensation Committee reviewed the compensation peer group to be used for fiscal year 2024 compensation purposes and replaced Bread Financial Holdings, Inc., Perficient, Inc., and Verint Systems Inc. with EPAM Systems, Inc. and Fair Isaac Corporation, which the Committee determined to be more suitable comparators in terms of size and similar business operations. At the time the 2024 peer group was approved, our revenue was at the 80th percentile of the peers’ revenue for the trailing four quarters, and our market capitalization was at the 36th percentile of the peers’ average market capitalization for the most recently disclosed fiscal year (i.e., corresponding to the most recent year of compensation disclosures), in each case, after giving effect to the estimated impact of the then-pending Webhelp combination.

  28. Elements of the Fiscal Year 2023 Compensation Program

    Elements of the Fiscal Year 2023 Compensation Program Our executive compensation program includes four primary components: (1) base salary; (2) cash incentive awards under our Senior Management Incentive Plan (“SMIP”); (3) performance-based equity incentive awards; and (4) time-based equity awards. Generally, the Compensation Committee seeks to set target total cash compensation (base salary plus target cash incentive award) at a level that requires our NEOs to achieve above-market performance to earn total cash compensation that exceeds the median of our peer group. We continue to expect a progression in the compensation of our NEOs to support the competitiveness of our executive compensation program as a new public company and in comparison to our compensation peer group. Base Salary. Base salaries are designed to provide a consistent cash flow throughout the year as compensation for day-to-day responsibilities. Base salaries are reviewed and, if deemed appropriate, adjusted on an annual basis. Our NEOs’ base salaries are based on, among other things, the breadth and complexity of the individual’s responsibilities, their contributions to our performance, individual performance, and any new responsibilities assumed. The Compensation Committee reviews data from our compensation peer group to validate the competitiveness of our compensation program, including base salaries. However, the Compensation Committee does not benchmark base salary to a specific percentile of the peer data. In January 2023, the Compensation Committee approved fiscal year 2023 base salaries for each of our named executive officers, as follows:

  29. Elements of the Fiscal Year 2023 Compensation Program

    With the exception of Ms. Fogarty, the Compensation Committee determined not to increase the NEOs’ fiscal 2023 base salaries. This decision was aligned to the Compensation Committee’s philosophy of setting cash compensation at a level that requires above-market performance to achieve above-market cash compensation. The decision also reflected the Company’s fiscal year 2022 performance, in which annual revenue and non-GAAP operating income achievement were below annual goals. The Compensation Committee approved an increase to Ms. Fogarty’s base salary to be closer to the median of our compensation peer group in light of the more significant difference between her salary and the peer group median. The Committee also considered Ms. Fogarty’s fiscal year 2022 performance and compensation alignment among our senior executives in determining the appropriateness of this adjustment. Senior Management Incentive Plan. Cash incentive awards under the SMIP reward our NEOs for achievement of operating and financial goals, in keeping with a performance-driven environment conducive to increasing stockholder value. In fiscal year 2023, the Compensation Committee approved earned SMIP awards for our NEOs equal to 128.7% of their individual target award opportunities based on non-GAAP operating income that was above the target goal but below the stretch goal and revenue that was above the stretch goal established by the Compensation Committee.

  30. Elements of the Fiscal Year 2023 Compensation Program

    | Name | 2023 Target SMIP Opportunity (% Base Salary) | 2023 Target SMIP Award | 2023 SMIP Award Opportunity Range (Threshold - Maximum) | 2023 Actual SMIP Award | | Chris Caldwell | 250% | $2,000,000 | $1,000,000 - $3,000,000 | $2,574,000 | | Andre Valentine | 100% | $617,614 | $308,807 - $926,421 | $794,869 | | Cormac Twomey(1) | 100% | $509,559 | $254,780 - $764,339 | $655,803 | | Rick Rosso | 125% | $687,500 | $343,750 - $1,031,250 | $884,813 | | Jane Fogarty | 75% | $337,500 | $168,750 - $506,250 | $434,363 | | (1) Mr. Twomey’s threshold, target, maximum and actual SMIP award amounts were converted from British pounds to U.S. dollars by using the fiscal year-end exchange rate of 1 GBP to $1.2623. | | | | |

  31. Elements of the Fiscal Year 2023 Compensation Program

    Performance-Based, Long-Term Equity Incentives. Since 2022, our NEOs have participated in a performance-based, long-term equity incentive plan, under which they receive 50% of their annual equity awards in the form of performance-based RSUs (“PRSUs”) that are earned based on the Company’s revenue and adjusted EBITDA growth over three-year performance periods. Our NEOs are eligible to earn between 0% and 150% of the PRSUs in the aggregate at the end of the three-year performance period based on performance for each year during the performance period, as well as cumulative performance for the same goals over the full three-year period, if higher, with a threshold opportunity at 50% of the target award. For the three-year performance-period ending November 30, 2025, our NEOs will have the opportunity to earn the number of shares set forth in the table below under the PRSUs that were granted in January 2023. The table also includes the target value of such awards, representing 50% of the NEO’s fiscal year 2023 equity incentive award value.

  32. Elements of the Fiscal Year 2023 Compensation Program

    For purposes of measuring performance under the PRSUs, adjusted EBITDA is operating income, adjusted to exclude depreciation, acquisition-related and integration expenses, including related restructuring costs, amortization of intangible assets, share-based compensation, and gain on divestitures and related transactions costs. Time-Based Equity Awards. Our NEOs receive the other 50% of their annual equity awards in the form of time-vested restricted stock. Time-based equity awards foster share ownership by our team, align the interests of our management with those of our stockholders, and enhance retention by vesting over a multi-year vesting schedule. Our time-based equity awards have historically been subject to annual vesting over four years, which means that a significant portion of the equity awards remains at risk until several years following the grant date. Beginning in 2024, the time-based equity awards will vest over three years, which aligns more closely with market practice, while maintaining a significant portion of the awards at risk until several years following the grant date. We do not expect to regularly grant stock options. The table below reports the number of shares of time-vested restricted stock received by each of our NEOs in January 2023 and the related grant date fair value of such awards, representing 50% of the NEO’s fiscal year 2023 equity incentive award value.

  33. Elements of the Fiscal Year 2023 Compensation Program

    | | Number of Shares of Restricted Stock | Grant Date Fair Value | | Chris Caldwell | 24,465 | $3,399,901 | | Andre Valentine | 3,741 | $519,887 | | Cormac Twomey | 4,209 | $584,925 | | Rick Rosso | 3,274 | $454,988 | | Jane Fogarty | 1,888 | $262,375 |

  34. Elements of the Fiscal Year 2023 Compensation Program

    Historical TD SYNNEX Equity Awards. In addition to the Concentrix equity awards that our NEOs have received since the spin-off in December 2020, certain of our NEOs hold equity awards that were granted by TD SYNNEX prior to the spin-off. For most TD SYNNEX equity awards, upon the spin-off, the TD SYNNEX equity award was converted into a TD SYNNEX equity award and a Concentrix equity award that each relate to the same number of shares of TD SYNNEX common stock or Common Stock, as the case may be, as the original award. As a result, these NEOs continue to hold equity awards in TD SYNNEX common stock and equity awards in our Common Stock that were granted prior to the spin-off. As the employing entity, Concentrix incurs the expense and enjoys the tax benefit of TD SYNNEX equity awards that are held by Concentrix staff. All of these equity awards will be fully vested by the end of 2024. Retirement Benefits. Our U.S.-based NEOs are eligible to participate in our 401(k) Plan, and Mr. Twomey participates in our defined contribution plan for U.K.-based staff. Both plans provide for matching contributions by the Company and are provided as part of a competitive executive compensation program that the Compensation Committee believes is necessary to attract and retain executive talent critical to our success. In addition, Mr. Valentine is entitled to certain benefits under the qualified and non-qualified portions of the Convergys defined benefit pension plan, which was frozen effective April 1, 2008 and we assumed in connection with our acquisition of Convergys in October 2018. Other Benefits. Our named executive officers are entitled to participate in benefit programs generally available to all employees, including medical, dental and life insurance. In addition, Messrs. Caldwell, Valentine and Rosso participate in a Company-paid supplemental life insurance program and Messrs. Valentine and Rosso participate in a Company-paid supplemental long-term disability program. None of our executive officers receive any material perquisites or other personal benefits.

  35. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Stock Ownership Guidelines. The Compensation Committee believes that executive officers should have a significant equity interest in the Company to provide a direct incentive for management to build and sustain long-term stockholder value. Accordingly, to promote equity ownership and further align the interests of management with those of our stockholders, we maintain the following Stock Ownership Guidelines: •our CEO is required to hold Common Stock with a value of six times (6x) the CEO’s base salary; and •each of our other NEOs is required to hold Common Stock with a value of three times (3x) the NEO’s base salary. Unearned performance awards and unexercised stock options (whether vested or unvested) held by our NEOs do not count toward this ownership requirement. The guidelines provide for a five-year transition period from the date of appointment or promotion to an executive officer role to comply. Each of our NEOs (other than Ms. Fogarty) has exceeded the applicable ownership requirement. Ms. Fogarty, who joined the Company in an executive officer role in September 2021, is making progress toward achieving the applicable ownership requirement during the guidelines’ transition period. Until our NEOs have met the applicable ownership requirement, they are expected to retain at least 50% of the Common Stock earned through the vesting of equity awards (net of shares withheld to pay taxes), and Ms. Fogarty has complied with this requirement. Timing of Equity Awards. Generally, we do not grant equity awards during regularly scheduled quarterly blackout windows or in anticipation of the release of material, nonpublic information. If the Compensation Committee or the Board approves an equity award at such a time, the grant date is deferred until the fourth trading day after the conclusion of our trading blackout period. This practice avoids potential undue windfalls that may arise if equity grants are made shortly prior to the release of material non-public information. Consistent with this policy, annual equity grants to our NEOs are made on the fourth trading day after the conclusion of our trading blackout period following the release of our annual earnings in January. Clawback Policy. In January 2023, the Compensation Committee recommended and the Board approved a clawback policy that enables the Company to recoup or “claw back” incentive compensation paid to an executive officer within the prior three years in the event of a restatement of the Company’s financial statements. On December 1, 2023, the Board approved amendments to our clawback policy to align with new Nasdaq listing standards regarding clawback policies. Anti-Hedging Policy. To promote alignment with the interests of our stockholders, under the Company’s Insider Trading Policy, our NEOs and our other staff are prohibited from engaging in hedging transactions related to Company securities, including put and call options and short sales. No Tax Gross-Up for Change of Control. We are not party to any arrangements or agreements that require us to gross up executive officer taxes under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). Tax and Accounting Considerations. Although we consider the impact of tax and accounting consequences when developing and implementing our executive compensation programs, the Compensation Committee retains flexibility to make compensation decisions in its discretion regardless of the tax or accounting treatment. As a result of changes to Section 162(m) of the Code adopted as part of the Tax Cuts and Jobs Act in December 2017, compensation paid to covered employees is generally not deductible to the extent that it exceeds $1 million.

  36. Other Compensation Policies and Practices

    Employment Agreements. In November 2020, prior to the spin-off, we entered into an offer letter with Mr. Caldwell with respect to his continued service as CEO of Concentrix following the spin-off. The offer letter established Mr. Caldwell’s initial base salary and target SMIP award and provided for the grant of certain equity awards in connection with the spin-off. The offer letter also provides for certain payments to Mr. Caldwell in the event of a termination without cause and contains certain restrictive covenants, including non-competition and employee and client non-solicitation provisions, for the benefit of the Company. See “Potential Payments upon Termination or in Connection with a Change of Control.” Other than Mr. Caldwell, we do not have employment agreements with any of our named executive officers who are U.S. residents. Consistent with general practice in the United Kingdom, our U.K. subsidiary has an employment agreement with Mr. Twomey, who is a U.K. resident, which provides for certain payments to Mr. Twomey in the event of a termination without cause and contains certain restrictive covenants, including non-competition and employee and client non-solicitation provisions, for the benefit of the Company. See “Potential Payments upon Termination or in Connection with a Change of Control.”

  37. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended November 30, 2023, 2022 and 2021.

  38. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value ($)(3) | All Other Compensation ($)(4) | Total ($) | | Chris Caldwell President and CEO | 2023 | 800,000 | — | 6,731,789 | — | 2,574,000 | — | 129,362 | 10,235,151 | | | 2022 | 797,329 | — | 5,952,960 | — | 1,742,000 | — | 121,473 | 8,613,762 | | | 2021 | 775,000 | — | 10,549,966 | 999,988 | 2,712,500 | — | 50,283 | 15,087,737 | | Andre Valentine Chief Financial Officer | 2023 | 617,614 | — | 1,029,374 | — | 794,869 | — | 48,318 | 2,490,175 | | | 2022 | 615,692 | — | 793,440 | — | 537,942 | — | 47,339 | 1,994,413 | | | 2021 | 599,625 | — | 1,999,923 | — | 839,475 | — | 31,062 | 3,470,085 | | Cormac Twomey(5) EVP, Global Operations and Delivery | 2023 | 509,559 | — | 1,158,148 | — | 655,803 | — | 59,589 | 2,383,099 | | | 2022 | 476,170 | — | 892,800 | — | 419,917 | — | 56,400 | 1,845,287 | | | 2021 | 473,886 | — | 1,999,923 | — | 663,441 | — | 47,525 | 3,184,775 | | Rick Rosso EVP, Global Sales and Account Management | 2023 | 550,000 | — | 900,874 | — | 884,813 | — | 48,181 | 2,383,868 | | | 2022 | 541,986 | — | 694,440 | — | 598,813 | — | 46,873 | 1,882,112 | | | 2021 | 475,000 | — | 1,999,923 | — | 665,000 | — | 45,253 | 3,185,176 | | Jane Fogarty EVP, Legal | 2023 | 446,356 | | 519,502 | — | 434,363 | — | 32,189 | 1,432,410 | | | 2022 | 410,726 | — | 396,720 | — | 271,099 | — | 3,111 | 1,081,656 | | | 2021 | 100,962 | — | 249,912 | — | 52,500 | — | — | 403,374 |

  39. 2023 SUMMARY COMPENSATION TABLE

    (1) Represents the aggregate fair values of stock awards and option awards granted to our named executive officers, as determined in accordance with ASC Topic 718, on the applicable grant date or, if earlier, the service inception date. The grant date fair value of restricted stock awards was determined by multiplying the number of shares by $138.97, the closing price of the Common Stock on the grant date. The grant date fair value of PRSUs was determined by multiplying the target number of shares by a reduced price per share of $136.19 because the unvested PRSUs do not receive dividends. For other valuation assumptions used to calculate the fair value of our stock awards granted in fiscal year 2023, see Note 4 “Share-Based Compensation” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. The grant date fair values of the NEOs’ 2023 PRSU awards, assuming achievement of the maximum performance level, would be: Mr. Caldwell, $4,997,764; Mr. Valentine, $764,162; Mr. Twomey, $859,767; Mr. Rosso, $668,829; and Ms. Fogarty, $385,690. (2) For fiscal year 2023, represents performance-based awards under the SMIP earned in fiscal year 2023 and paid in fiscal year 2024. (3) Mr. Valentine’s accumulated benefit under the Convergys frozen defined benefit pension plan declined by $3,555 in fiscal year 2023. The pension plan, which includes a qualified and a non-qualified portion, was assumed by Concentrix in the Convergys acquisition. The assumptions used to calculate the change in pension value are described in Note 1 to the Pension Benefits table below.

  40. 2023 SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement 40 |

  41. 2023 SUMMARY COMPENSATION TABLE

    (4) The amounts shown in the All Other Compensation column for fiscal year 2023 include the following:

  42. 2023 SUMMARY COMPENSATION TABLE

    | | Company Contributions to Defined Contribution Plans(a) | Dividend Payments on Unvested Restricted Stock(b) | Life Insurance Premiums(c) | Taxes on Life Insurance Premiums(d) | Supplemental Long-Term Disability Premiums(e) | Perquisites and Other Personal Benefits | Total | | C. Caldwell | $13,200 | $108,004 | $5,739 | $2,419 | — | — | $129,362 | | A. Valentine | $11,779 | $17,822 | $10,468 | $5,129 | $3,120 | — | $48,318 | | C. Twomey | $40,764 | $18,825 | — | — | — | — | $59,589 | | R. Rosso | $13,200 | $15,286 | $10,178 | $4,872 | $4,645 | — | $48,181 | | J. Fogarty | $24,333 | $4,142 | $2,613 | $1,101 | — | — | $32,189 |

  43. 2023 SUMMARY COMPENSATION TABLE

    (a) Represents matching contributions made to the NEO’s 401(k) Plan account or, in the case of Mr. Twomey, Company contributions to the Company’s defined contribution plan in the United Kingdom. (b) Represents dividends paid on unvested Concentrix restricted stock awards and unvested TD SYNNEX restricted stock awards held by the NEO. The dividends on the unvested TD SYNNEX restricted stock were paid by TD SYNNEX as the issuer of the equity, but the amounts are included in this column because the benefit relates to the NEO’s continuing employment (i.e., the restricted stock would be forfeited if the NEO’s employment with Concentrix terminates). (c) Represents group term life insurance premiums paid on behalf of the NEO. (d) Represents the payment of taxes incurred by the NEO in connection with the group term life insurance benefit. (e) Represents supplemental long-term disability premiums paid on behalf of the NEO. (5) Mr. Twomey’s fiscal year 2023 base salary, SMIP award, and amounts included under “All Other Compensation” were paid in British pounds and converted to the U.S. dollar amounts included in the table by using the 2023 fiscal year-end exchange rate of 1 GBP to $1.2623.

  44. 2023 SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement 41 |

  45. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023 The following table sets forth information regarding grants of plan-based awards to each of our named executive officers for the fiscal year ended November 30, 2023.

  46. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    | Name | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards; Number of Shares of Stock(4) (#) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chris Caldwell | | | 1,000,000 | 2,000,000 | 3,000,000 | | | | | | | | 1/27/2023 | 1/5/2023 | | | | 12,232 | 24,465 | 36,697 | | 3,331,888 | | | 1/27/2023 | 1/5/2023 | | | | | | | 24,465 | 3,399,901 | | Andre Valentine | | | 308,807 | 617,614 | 926,421 | | | | | | | | 1/27/2023 | 1/5/2023 | | | | 1,870 | 3,741 | 5,611 | | 509,487 | | | 1/27/2023 | 1/5/2023 | | | | | | | 3,741 | 519,887 | | Cormac Twomey(6) | | | 254,780 | 509,559 | 764,339 | | | | | | | | 1/27/2023 | 1/5/2023 | | | | 2,104 | 4,209 | 6,313 | | 573,224 | | | 1/27/2023 | 1/5/2023 | | | | | | | 4,209 | 584,925 | | Rick Rosso | | | 343,750 | 687,500 | 1,031,250 | | | | | | | | 1/27/2023 | 1/5/2023 | | | | 1,637 | 3,274 | 4,911 | | 445,886 | | | 1/27/2023 | 1/5/2023 | | | | | | | 3,274 | 454,988 | | Jane Fogarty | | | 168,750 | 337,500 | 506,250 | | | | | | | | 1/27/2023 | 1/5/2023 | | | | 944 | 1,888 | 2,832 | | 257,127 | | | 1/27/2023 | 1/5/2023 | | | | | | | 1,888 | 262,375 |

  47. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    (1) Represents the date on which the Compensation Committee took action to approve the corresponding equity award. All grants were made on the fourth trading day after the conclusion of the trading blackout period during which the awards were approved, consistent with our equity grant policy. (2) The amounts shown in these columns reflect each named executive officer’s threshold, target, and maximum award under the SMIP, with the potential for each executive officer’s actual award under the plan to exceed or be less than the target depending upon company performance. The actual SMIP awards for fiscal year 2023 are reflected in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table. (3) The amounts shown in these columns reflect the threshold, target, and maximum number of shares of Common Stock that may vest under each named executive officer’s January 2023 PRSUs based on company performance over the three-year performance period ending November 30, 2025, as described in more detail under “Compensation Discussion and Analysis—Performance-Based, Long-Term Equity Incentives.” (4) Represents the number of shares of restricted stock granted to each NEO in fiscal year 2023, all of which will vest 25% on each of the first four anniversaries of the grant date. (5) Represents the aggregate fair values of stock awards granted to our named executive officers, as determined in accordance with ASC Topic 718, on the applicable grant date or, if earlier, the service inception date. The grant date fair value of restricted stock awards was determined by multiplying the number of shares by $138.97, the closing price of the Common Stock on the grant date. The grant date fair value of PRSUs was determined by multiplying the target number of shares by a reduced price per share of $136.19 because the unvested PRSUs do not receive dividends. For other valuation assumptions used to calculate the fair value of our stock and option awards, see Note 4 “Share-Based Compensation” to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. (6) Mr. Twomey’s threshold, target, and maximum SMIP award amounts were converted from British pounds to U.S. dollars by using the 2023 fiscal year-end exchange rate of 1 GBP to $1.2623.

  48. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    | | 2024 Proxy Statement 42 |

  49. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of November 30, 2023.

  50. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested(2) (#) | Market Value of Shares of Stock That Have Not Vested(2)(3) ($) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested(3) ($) | | Chris Caldwell | 12,928 | — | 31.39 | 10/7/2024 | — | — | — | — | | | 9,363 | — | 44.52 | 10/6/2025 | — | — | — | — | | | 12,630 | — | 55.94 | 10/4/2026 | — | — | — | — | | | 11,172 | — | 64.21 | 10/3/2027 | — | — | — | — | | | 45,808 | — | 37.94 | 10/11/2028 | — | — | — | — | | | 24,547 | 5,510 | 55.12 | 10/2/2029 | — | — | — | — | | | 16,163 | 10,049 | 119.72 | 1/20/2031 | — | — | — | — | | | — | — | — | — | 89,819 | 8,442,088 | — | — | | | — | — | — | — | — | — | 28,768 | 2,703,904 | | Andre Valentine | — | — | — | — | 10,385 | 976,086 | — | — | | | — | — | — | — | — | — | 4,074 | 382,915 | | Cormac Twomey | — | — | — | — | 11,060 | 1,039,529 | — | — | | | — | — | — | — | — | — | 4,584 | 430,850 | | Rick Rosso | — | — | — | — | 9,169 | 861,794 | — | — | | | — | — | — | — | — | — | 3,566 | 335,168 | | Jane Fogarty | — | — | — | — | 3,417 | 321,164 | — | — | | | — | — | — | — | — | — | 2,046 | 192,304 |

  51. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) Prior to the spin-off, Mr. Caldwell was granted option awards by TD SYNNEX under its 2013 Stock Incentive Plan. In connection with the spin-off, each of these option awards was converted into a TD SYNNEX option and a Concentrix option with respect to the same number of shares as the original option, with an adjustment to the exercise prices to preserve the same ratio of the exercise price to the per share value of the underlying stock as existed prior to the spin-off. This table includes only the converted Concentrix option awards granted under the Concentrix 2020 Stock Incentive Plan, as well as any option awards granted by Concentrix following the spin-off. All option awards listed in these columns vest and become exercisable as to 20% of the shares on the first anniversary of the grant date and 1/60th of the shares monthly thereafter over the following four-year period, except for the grant scheduled to expire on January 20, 2031, which vested as to 20% on the first anniversary of October 7, 2020, the scheduled grant date for the fiscal year 2020 equity awards that were delayed due to the spin-off, and 1/60th of the shares monthly thereafter over the following four-year period. The grant date for each of the option awards is the date ten years prior to the option expiration date. (2) Reflects the aggregate unvested portion of the restricted stock award grants set forth in the below table.

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement 43 |

  53. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Grant Date | C. Caldwell | A. Valentine | C. Twomey | R. Rosso | J. Fogarty | | October 2, 2019 | 4,980 | 4,074 | 4,074 | 1,358 | — | | January 20, 2021 | 88,122 | 16,705 | 16,705 | 16,705 | — | | October 5, 2021 | — | — | — | — | 1,404 | | January 26, 2022 | 16,536 | 2,204 | 2,480 | 1,929 | 1,102 | | January 27, 2023 | 24,465 | 3,741 | 4,209 | 3,274 | 1,888 | | Total | 134,103 | 26,724 | 27,468 | 23,266 | 4,394 | | Previously Vested | 44,284 | 16,339 | 16,408 | 14,097 | 977 | | Remaining Unvested | 89,819 | 10,385 | 11,060 | 9,169 | 3,417 |

  54. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    Prior to the spin-off, Messrs. Caldwell, Rosso, Valentine, and Twomey were granted restricted stock awards in 2019 by TD SYNNEX under its 2013 Stock Incentive Plan. In connection with the spin-off, each award was converted into a TD SYNNEX award and a Concentrix award with respect to the same number of shares as the original award. This table reflects only the converted Concentrix awards granted under the Concentrix 2020 Stock Incentive Plan, as well as any restricted stock awards granted by Concentrix following the spin-off. However, the number of shares shown in the table for the October 2, 2019 grants reflects the total number of shares originally granted by TD SYNNEX. The 2019 awards vest as to 20% of the shares on each of the first five anniversaries of the grant date. Of the restricted stock granted to Mr. Caldwell in 2021, 83,528 shares vests as to 20% on each of the first five anniversaries of December 1, 2020, the effective date of the spin-off, and 4,594 shares vests as to 20% on each of the first five anniversaries of October 7, 2020. The restricted stock awards granted to Messrs. Valentine, Twomey and Rosso in 2021 vest as to 25% on each of the first four anniversaries of October 7, 2020. The restricted stock award granted to Ms. Fogarty in 2021 and the 2022 and 2023 restricted stock awards each vest as to 25% of the shares on each of the first four anniversaries of the grant date. (3) The market or payout value of unvested restricted stock and unvested PRSUs was determined by multiplying the number of shares or units shown by $93.99, the closing price of the Common Stock on November 30, 2023, the last trading day of fiscal year 2023. (4) Reflects (x) the target number of shares of Common Stock that may vest under each named executive officer’s January 2022 PRSUs based on the company’s achievement of above-threshold performance for the first two years of the three-year performance period ending November 30, 2024, and (y) the threshold number of shares of Common Stock that may vest under each named executive officer’s January 2023 PRSUs based on the company’s achievement of below-threshold performance for the first year of the three-year performance period ending November 30, 2025.

  55. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement 44 |

  56. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    TD SYNNEX Equity Awards. In addition to the awards set forth above, each of Messrs. Caldwell, Valentine, Twomey and Rosso have unvested TD SYNNEX restricted stock awards, and Mr. Caldwell has TD SYNNEX option awards, that were granted by TD SYNNEX prior to our spin-off. In connection with the spin-off, each of these awards was converted into a TD SYNNEX award and a Concentrix award (reflected in the table above) with respect to the same number of shares as the original award, with an adjustment to the exercise prices of stock options to preserve the same ratio of the exercise price to the per share value of the underlying stock as existed prior to the spin-off. Although these awards are issued in TD SYNNEX equity, vesting of the awards is based on continued service with Concentrix. The outstanding TD SYNNEX awards held by our NEOs as of November 30, 2023 are as follows:

  57. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Name | Grant Date | TD SYNNEX Stock Option Awards(1) | | | | TD SYNNEX Restricted Stock Awards(2) | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested(3) ($) | | Chris Caldwell | 10/7/2014 | 12,928 | — | 32.18 | 10/7/2024 | | | | | 10/6/2015 | 9,363 | — | 45.64 | 10/6/2025 | | | | | 10/4/2016 | 12,630 | — | 57.34 | 10/4/2026 | | | | | 10/3/2017 | 11,172 | — | 65.83 | 10/3/2027 | | | | | 10/11/2018 | 45,808 | — | 38.89 | 10/11/2028 | | | | | 10/2/2019 | 24,547 | 5,510 | 56.50 | 10/2/2029 | 996 | 98,245 | | Andre Valentine | 10/2/2019 | — | — | — | — | 814 | 80,293 | | Cormac Twomey | 10/2/2019 | — | — | — | — | 814 | 80,293 | | Rick Rosso | 10/2/2019 | — | — | — | — | 271 | 26,731 |

  58. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) All option awards listed in these columns vest and become exercisable as to 20% of the shares on the first anniversary of the grant date and 1/60th of the shares monthly thereafter over the following four-year period. (2) The restricted stock vests ratably on an annual basis through the fifth anniversary of the grant date. (3) The market value of unvested restricted stock was determined by multiplying the number of shares shown by $98.64, the closing price of the common stock of TD SYNNEX on November 30, 2023, the last trading day of fiscal year 2023.

  59. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement 45 |

  60. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023 The following table sets forth the dollar amounts realized pursuant to the vesting or exercise of equity-based awards by each of our NEOs during the fiscal year ended November 30, 2023.

  61. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023

    | Name | Option Awards | | Stock Awards(1)(2) | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Chris Caldwell | — | — | 24,201 | 2,892,979 | | Andre Valentine | — | — | 5,542 | 479,747 | | Cormac Twomey | — | — | 5,611 | 489,533 | | Rick Rosso | — | — | 5,257 | 453,314 | | Jane Fogarty | — | — | 626 | 66,445 |

  62. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023

    (1) The value realized on vesting reflects the aggregate market value of the total shares of Common Stock vested on the vesting date. The number of shares acquired and the value realized have not been reduced to reflect the withholding of shares of Common Stock for the payment of any tax obligation. (2) Our NEOs vested in the following shares of TD SYNNEX common stock during fiscal year 2023:

  63. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023

    | Name | Number of TD SYNNEX Shares Acquired on Vesting(a) (#) | Value Realized on Vesting(b) ($) | | Chris Caldwell | 2,443 | 237,580 | | Andre Valentine | 815 | 80,595 | | Cormac Twomey | 815 | 80,595 | | Rick Rosso | 599 | 58,327 | | Jane Fogarty | — | — |

  64. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023

    (a) See “2023 Outstanding Equity Awards at Fiscal Year-End Table—TD SYNNEX Equity Awards” for information about the unvested TD SYNNEX equity awards held by our NEOs. (b) The value realized on vesting reflects the aggregate market value of the total shares of TD SYNNEX common stock vested on the vesting date. The number of shares acquired and the value realized have not been reduced to reflect the withholding of shares of TD SYNNEX common stock for the payment of any tax obligation.

  65. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2023

    | | 2024 Proxy Statement 46 |

  66. PENSION BENEFITS

    PENSION BENEFITS The following table sets forth information, as of November 30, 2023, regarding the present value of the benefits that are expected to be paid to Mr. Valentine under the qualified and non-qualified portion of the Convergys defined benefit pension plan, which we assumed in our acquisition of Convergys in October 2018. None of our other NEOs participate in qualified or non-qualified defined benefit plans. The Compensation Committee may elect to adopt qualified or non-qualified defined benefit plans in the future if the Compensation Committee determines that doing so is in our best interests.

  67. PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Andre Valentine | Convergys Corporation Pension Plan | 26 | 279,613 | — | | | Convergys Corporation Non-Qualified Excess Pension Plan | 26 | 82,627 | — |

  68. PENSION BENEFITS

    (1) The present value of accumulated benefit was determined using a discount rate of 5.30% and assuming a 63% lump sum payment distribution at age 65 (the normal retirement age specified in the Convergys Corporation Pension Plan). The Convergys Corporation Pension Plan is a cash-balance pension plan that was open to certain U.S.-resident employees of Convergys hired prior to April 1, 2007. The plan was frozen effective April 1, 2008, and no additional pension credits accrue for eligible employees. At the end of each year, active participants’ accounts are credited with interest at the rate of 4% per annum. At retirement or other termination of employment, an amount equivalent to the balance then credited to the account is payable to the participant in the form of a life annuity. In lieu of a life annuity, a participant may elect to receive the actuarial equivalent of their benefit in the form of a lump sum, or a joint and survivor annuity. The non-qualified excess pension plan provides a pension benefit to employees, including Mr. Valentine, whose pension benefit under the Pension Plan is reduced or capped due to Internal Revenue Service limitations. Benefits are paid in ten annual installments or, if less, the number of annual installments (rounded up) equal to the value of the benefits divided by $50,000, commencing six months after a participant’s separation from service.

  69. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL The following summarizes the potential payments payable to our NEOs upon termination of employment or a change of control under individual agreements or the Concentrix Change of Control Severance Plan in effect as of the end of fiscal year 2023. Although much of the compensation for our NEOs is performance-based and contingent upon achievement of financial goals, we believe that change of control arrangements provide important protection to our NEOs, are generally consistent with the practice of our peer companies, and are appropriate for the attraction and retention of executive talent. In November 2020, we entered into an offer letter with Mr. Caldwell with respect to his continued service as our CEO following the spin-off. Under the terms of the offer letter, if Mr. Caldwell’s employment is terminated for a reason other than cause, disability or death and he signs a standard release of claims, he would be entitled to salary continuation for twelve months at a rate equal to the average of total salary and SMIP over the prior three years and paid COBRA for 12 months. In addition, under our Change of Control Severance Plan and Mr. Caldwell’s offer letter, if any of Messrs. Caldwell, Valentine or Rosso or Ms. Fogarty is terminated for a reason other than cause, disability or death within two months before or 12 months after a change of control (including a voluntary termination because of a reduction in salary or position or a relocation) and they sign a standard release of claims, they would be entitled to salary continuation for a minimum of 18 months plus one month per year of employment after the eighteenth year of employment, up to a maximum of 24 months, at a rate equal to the average of total salary and SMIP over the prior three years and paid COBRA for two years. Severance payments for these

  70. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL

    | | 2024 Proxy Statement 47 |

  71. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL

    individuals would be delayed for six months following termination of employment to the extent required by Section 409A. In January 2019, consistent with general practice in the United Kingdom, we entered into an employment agreement with Mr. Twomey, who is a U.K. resident. Under his employment agreement, upon a termination without cause, Mr. Twomey is entitled to (i) six months’ notice of termination or, in lieu of notice, payment of his base salary for such period, and (ii) a pro rata portion of his target SMIP award through the date of termination (including the six-month notice period). As a non-U.S. person, Mr. Twomey is not eligible to participate in the Change of Control Severance Plan. In addition to the foregoing, certain of our outstanding equity awards include a “double-trigger” change of control provision that would accelerate the unvested portion of the equity award if an NEO’s employment is terminated as a result of Involuntary Termination (as such term is defined in the relevant equity award agreement) within 24 months following a Change of Control. The following table sets forth potential payments payable to our NEOs, under the circumstances described below, assuming that their employment was terminated or a change of control occurred on November 30, 2023.

  72. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL

    | Name | Benefit | Voluntary Termination ($) | Change of Control; No Termination ($) | Termination without Cause; No Change of Control ($) | Termination without Cause or Involuntary Termination Following Change of Control ($) | | Chris Caldwell | Salary continuation | — | — | 2,936,276 | 4,893,794 | | | Benefits continuation | — | — | 34,738 | 69,476 | | | Equity award vesting | — | — | — | 6,058,783 | | | Total | — | — | 2,971,014 | 11,022,053 | | Andre Valentine | Salary continuation | — | — | — | 2,662,517 | | | Benefits continuation | — | — | — | 64,381 | | | Equity award vesting | — | — | — | 882,660 | | | Total | — | — | — | 3,609,558 | | Cormac Twomey(1) | Salary | — | — | 764,339 | 764,339 | | | Target SMIP | — | — | 509,559 | 509,559 | | | Equity award vesting | — | — | — | 993,098 | | | Total | — | — | 1,273,898 | 2,266,996 | | Rick Rosso | Salary continuation | — | — | — | 2,361,199 | | | Benefits continuation | — | — | — | 62,462 | | | Equity award vesting | — | — | — | 772,504 | | | Total | — | — | — | 3,196,165 | | Jane Fogarty | Salary continuation | — | — | — | 971,789 | | | Benefits continuation | — | — | — | 62,418 | | | Equity award vesting | — | — | — | 444,009 | | | Total | — | — | — | 1,478,216 |

  73. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL

    (1) The salary and target SMIP amounts set forth in the table for Mr. Twomey were converted from British pounds to U.S. dollars by using the fiscal year-end exchange rate of 1 GBP to $1.2623.

  74. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE OF CONTROL

    | | 2024 Proxy Statement 48 |

  75. CEO PAY RATIO

    CEO PAY RATIO Consistent with the rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we calculated our CEO-to-median employee pay ratio for fiscal year 2023 in accordance with Item 402(u) of Regulation S-K. We believe that the CEO pay ratio disclosure provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To estimate the CEO pay ratio for fiscal year 2023, we first identified our median employee by examining the 2023 total fixed cash compensation (including base salary and fixed allowances but excluding variable incentive compensation) for all individuals who were employed by us on September 1, 2023, excluding (i) our CEO and (ii) the approximately 125,000 employees that joined us in connection with the Webhelp combination in September 2023. We used total fixed cash compensation because it is applied consistently across our organization and the target values of the excluded elements do not differ materially for those employees who could constitute our median compensated employee. Other than as set forth above, we included all employees, whether employed on a full-time, part-time, intern, temporary or seasonal basis, and annualized the compensation for any full-time employees that were not employed by us for all of fiscal year 2023. We did not exclude any employees working outside the United States and converted compensation paid in foreign currencies to U.S. dollar amounts using the applicable exchange rate at September 1, 2023. We did not make any assumptions, adjustments, or estimates with respect to total fixed cash compensation, except that we assumed that each intern, temporary or seasonal employee had total fixed cash compensation less than that of the median employee. We employ more than 440,000 people in more than 70 countries around the world, more than 70% of which are located in Asia-Pacific, Latin America or Africa. After identifying our median employee based on total fixed cash compensation, we calculated annual total compensation for this employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table included in this Proxy Statement. Based on this calculation, our median employee’s annual total compensation for 2023 was $4,388. Our CEO’s annual total compensation for 2023 was $10,235,151, as reflected in the 2023 Summary Compensation Table included in this Proxy Statement. As a result, we estimate that our CEO’s annual total compensation for 2023 was approximately 2,333 times that of our median employee’s annual total compensation for 2023. This ratio was affected by the factors discussed under “Compensation Discussion and Analysis—Elements of the Fiscal Year 2023 Compensation Program,” our mix of staff in different countries around the world, and currency exchange rates. The CEO pay ratio disclosure rules of Item 402(u) of Regulation S-K provide significant flexibility regarding the methodology used to identify the median employee and calculate the median employee’s annual total compensation. Our methodology may differ materially from the methodology used by other companies to prepare their CEO pay ratio disclosures. Moreover, differences in employee populations, geographic locations, business strategies and compensation practices may contribute to a lack of comparability between our CEO pay ratio and the CEO pay ratio reported by other companies, including those within our industry.

  76. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K and does not reflect the value actually realized by our NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO NEOs (collectively, the “Other NEOs”) as presented in the 2023 Summary Compensation Table (“SCT”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K (“CAP”),

  77. PAY VERSUS PERFORMANCE

    | | 2024 Proxy Statement 49 |

  78. PAY VERSUS PERFORMANCE

    (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures. Neither the CAP nor the amount reported in the SCT reflect the amount of compensation actually paid, earned, or received during the applicable year. A significant portion of the CAP reflected in the table below relates to changes in the value of unvested equity awards during the applicable year. Unvested equity awards remain subject to risk of forfeiture and possible future declines or increases in value based on changes in the trading price of our common stock. The value of equity awards ultimately realized by our NEOs cannot be determined until the awards vest or, in the case of stock options, until the awards are exercised. For a discussion of our executive compensation program and how the Compensation Committee evaluates Company and individual performance when making compensation decisions, see “Compensation Discussion and Analysis.”

  79. PAY VERSUS PERFORMANCE

    | Year (a) | SCT Total for PEO ($) (b) | PEO CAP ($)(1) (c) | Average SCT Total for Other NEOs ($) (d) | Average CAP for Other NEOs ($)(2) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ millions) (h) | Non-GAAP Operating Income ($ millions)(4) (i) | | | | | | | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($)(3) (g) | | | | 2023 | 10,235,151 | 2,761,305 | 2,172,388 | 1,246,283 | 89.51 | 35.76 | 313.8 | 1,010.0 | | 2022 | 8,613,762 | 2,215,482 | 1,700,867 | 977,421 | 116.55 | 72.41 | 435.0 | 884.1 | | 2021 | 15,087,737 | 32,933,201 | 2,536,544 | 3,868,727 | 158.10 | 121.30 | 405.6 | 733.7 |

  80. PAY VERSUS PERFORMANCE

    The table above includes the compensation of the following PEO and Other NEOs for the years shown below:

  81. PAY VERSUS PERFORMANCE

    | | PEO | Other NEOs | | 2023 | Chris Caldwell | Andre Valentine, Cormac Twomey, Rick Rosso, and Jane Fogarty | | 2022 | Chris Caldwell | Andre Valentine, Cormac Twomey, Rick Rosso, and Jane Fogarty | | 2021 | Chris Caldwell | Andre Valentine, Cormac Twomey, Rick Rosso, Jane Fogarty, and Steve Richie |

  82. PAY VERSUS PERFORMANCE

    (1) The PEO CAP for each year was determined in accordance with Item 402(v) of Regulation S-K by making the following adjustments to the SCT Totals:

  83. PAY VERSUS PERFORMANCE

    | | Amounts Deducted from SCT Total | | Amounts Added to SCT Total | | | | Net Adjustment ($) | | | Grant Date Fair Value of Stock Awards ($) | Grant Date Fair Value of Option Awards ($) | Vesting Date Fair Value of Equity Awards Granted and Vested during Fiscal Year ($) | Year-End Fair Value of Equity Awards Granted during Fiscal Year that were Outstanding and Unvested at Year End ($) | Year-over-Year Change in Year-End Fair Value of Equity Awards Granted in any Prior Fiscal Year that were Outstanding and Unvested at Year End ($) | Change in Fair Value as of the Vesting Date of Equity Awards Granted in any Prior Fiscal Year that Vested during Fiscal Year ($) | | | 2023 | 6,731,789 | — | — | 3,357,219 | (3,680,145) | (419,131) | (7,473,846) | | 2022 | 5,952,960 | — | — | 4,081,079 | (4,455,458) | (70,941) | (6,398,280) | | 2021 | 10,549,966 | 999,988 | 619,398 | 16,040,965 | 4,839,758 | 7,895,297 | 17,845,464 |

  84. PAY VERSUS PERFORMANCE

    | | 2024 Proxy Statement 50 |

  85. PAY VERSUS PERFORMANCE

    (2) The average CAP for our Other NEOs was determined in accordance with Item 402(v) of Regulation S-K by making the following adjustments to the Average SCT Totals:

  86. PAY VERSUS PERFORMANCE

    | | Amounts Deducted from Average SCT Total | | | Amounts Added to Average SCT Total | | | | | Net Adjustment ($) | | | Average Grant Date Fair Value of Stock Awards ($) | Fair Value at Prior Year-End of Equity Awards Forfeited During Fiscal Year ($) | Average Change in Pension Value ($) | Average Vesting Date Fair Value of Equity Awards Granted and Vested during Fiscal Year ($) | Average Year-End Fair Value of Equity Awards Granted during Fiscal Year that were Outstanding and Unvested at Year End ($) | Average Year-over-Year Change in Year-End Fair Value of Equity Awards Granted in any Prior Fiscal Year that were Outstanding and Unvested at Year End ($) | Average Change in Fair Value as of the Vesting Date of Equity Awards Granted in any Prior Fiscal Year that Vested during Fiscal Year ($) | Pension Service Cost ($) | | | 2023 | 901,975 | — | — | — | 449,825 | (324,998) | (148,957) | — | (926,105) | | 2022 | 694,350 | — | — | — | 476,015 | (329,767) | (175,344) | — | (723,446) | | 2021 | 1,599,926 | 26,640 | — | 587,407 | 1,294,501 | 112,712 | 964,129 | — | 1,332,183 |

  87. PAY VERSUS PERFORMANCE

    (3) The peer group total shareholder return in this column reflects the peer group comprised of our core CX solutions competitors that are publicly traded companies, as set forth in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. (4) Non-GAAP operating income is operating income, adjusted to exclude acquisition-related and integration expenses, including related restructuring costs, amortization of intangible assets, share-based compensation, and gain on divestitures and related transaction costs. 65% of our NEOs’ SMIP awards for fiscal year 2023 were based on non-GAAP operating income performance for fiscal year 2023. See page 37 of our Annual Report on Form 10-K for the fiscal year ended November 30, 2023 for a reconciliation of non-GAAP operating income to operating income, as reported.