Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant |
| ☐ | Filed by a Party other than the Registrant |
CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(
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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
Dear Stockholders:
It is my pleasure to invite you to join us at the Annual Meeting of Stockholders of
As permitted by the
For additional information about the Annual Meeting, please see the Important Information About the Proxy Materials and Voting Your Sharessection of this Proxy Statement.
PLEASE VOTE.
Your vote is important. Whether or not you plan to attend the Annual Meeting via the webcast, we encourage you to read these materials carefully and promptly vote your shares. There are several ways you can vote: via the internet, by telephone, by mailing the enclosed proxy, or by attending our Annual Stockholders Meeting virtually. Please vote as soon as possible to ensure that your vote is recorded promptly. If you hold shares in a brokerage account, your broker will not be able to vote your shares on most matters unless you provide your voting instructions.
On behalf of the Board of Directors and over 50,000 TTEC employees, thank you for your continued confidence in TTEC and our business.
Very truly yours,
Chairman and Chief Executive Officer
Principal Executive Office
Notice of 2025 Annual Meeting of Stockholders
Join the webcast atwww.virtualshareholdermeeting.com/TTEC2025.
ITEMS OF BUSINESS:
At the meeting, our stockholders will be asked to:
| ● | Elect seven directors named in the Proxy Statement, for a term of one year; |
| ● | Ratify the appointment of |
| ● | Transact such other business, including stockholder proposals, as may properly come before the meeting. |
The meeting will also include a report on our financial results for fiscal year 2024, an overview of our 2024 Impact & Sustainability initiatives, and our outlook for the remainder of 2025.
RECORD DATE:
Only stockholders of record at the close of business on
| By Order of the Board of Directors |
General Counsel and
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on
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REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: |
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VIA INTERNET Visit the website listed on your proxy card. |
BY MAIL Sign, date and retuyour proxy card in the enclosed envelope. |
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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. |
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ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS. You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. |
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Table of Contents
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT EXECUTIVE SUMMARY
This summary highlights only selected information contained in this Proxy Statement. We encourage you to read the entire Proxy Statement and TTEC's 2024 Annual Report on Form 10-K for the period ended
MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING
| Proposal | Board Recommendation |
For more detail, see page: |
|
| 1. Election of Directors | FOR each Nominee | 61 | |
| 2. Ratification of |
FOR | 67 |
On or about
1
OUR COMPANY
Founded in 1982,
TTEC operates and reports its financial results of operations through two business segments.
| ● |
| ● | TTEC Engage provides digitally enabled CX operational and managed services to support large, complex enterprise clients' end-to-end customer interactions at scale across the world. Tailored to meet industry-specific business needs, this segment delivers data-driven omnichannel customer care, customer acquisition, growth, and retention services, tech support, fraud mitigation, and back-office solutions. The segment's technology-enabled delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management, and quality assurance. |
TTEC pursues its CX market leadership through its
During 2024, the
Our revenue for fiscal 2024 was
To advance our competitive position in a rapidly changing market and to provide our clients with modernized CX technology and service solutions, we continue to develop our portfolio of service offerings for both mainstream and high-growth disruptive businesses, diversifying and strengthening our core CX services with AI enhanced, technology-enabled, outcomes-focused services, data analytics, insights, and consulting.
We also invest to broaden our CX product and service capabilities and partnerships, increase our global client base and industry expertise, expand our geographic footprint to the needs of our global clientele, and further scale our solutions within and between our
2
Recent Developments
Potential Take-Private Transaction. As previously disclosed in the Company's press release of
Change in the
3
2024 PERFORMANCE HIGHLIGHTS
Our 2024 performance is summarized below:
| ● | Our revenue was |
| ● | Our loss from operations was |
| ● | Our net cash provided by/(used in) operating activities was |
| ● | Our diluted earnings/(loss) per share was |
| ● | We paid a total of |
| 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, retuto provision adjustments, and one-time non-recurring items. For additional information, please review GAAP to Non-GAAP Reconciliation of Performance Metrics on page 60of this Proxy Statement. |
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CORPORATE GOVERNANCE HIGHLIGHTS
Our Board follows sound governance practices.
| Independence |
● In 2024, seven/six out of our eight/seven1 Board members were independent directors pursuant to the standards set forth in the NASDAQ Stock Market Rules, which is the standard used by the Company to determine Board member independence. ● All Board Committees, except a limited purpose Executive Committee of the Board, are comprised exclusively of independent directors. ● In 2025, subject to TTEC stockholders voting in favor of the directors nominated by the Board, our independent and executive director mix will be six independent directors and one executive director. |
| Executive Sessions |
● The independent directors regularly meet in executive sessions without management. ● They also regularly meet with the independent auditor and independent compensation consultants in executive sessions without management, as well as with senior executives in internal audit, finance, IT, cybersecurity, compliance, legal, human resources, and compensation functions. |
| Board Oversight of Risk Management |
● Our Board understands, oversees, and regularly reviews risks inherent in TTEC's business with emphasis on the oversight of the appropriateness of the Company's risk management strategy, long- and short-range risk mitigation planning, and the effectiveness of our risk strategy execution. In 2024, the Board was particularly focused on the evolving risks specific to the financial liquidity of the Company, the use of artificial intelligence in TTEC's business, and the impact and opportunities it is likely to have, over time, on the Company's offerings and its industry. ● The Audit Committee of the Board reviews our overall enterprise risk management policies and practices, is actively involved in the oversight of our Enterprise Risk Management (ERM) program, and reviews risks inherent in our internal controls over financial reporting; risks specific to our geographic footprint and its expansion and concentration; risks specific to our complex regulatory compliance framework around the world; risks arising from macro- and microeconomic volatility and the related impact on TTEC clients' and our business outlook; risks specific to our cost structure; and our financial and liquidity risks. ● The Compensation Committee of the Board evaluates risks associated with TTEC's management and employee compensation plans; the structure of and risks specific to our employees' and senior management incentive programs; risks specific to TTEC employment practices including the Company's commitment to diversity, equality, and inclusion in the TTEC workforce; and risks inherent in hiring, retention, and development of our people. ● ● |
| Board Oversight of Cybersecurity | ● Although the Board relies on its |
| 1. | For most of 2024, TTEC's Board of Directors consisted of eight members. In |
5
| Board Oversight of Impact and Sustainability Initiatives and the Impact and Sustainability Report |
● Our Board supports and regularly reviews TTEC's ongoing commitment to its impact and sustainability initiatives. ● ● The Compensation Committee of the Board is tasked with the oversight of the Company's social responsibility priorities through its employee development and opportunities programs and the philanthropy programs focused on social responsibility. ● ● The Audit Committee of the Board is focused on financial governance and on the accuracy of auditable climate impact-related disclosures, including positioning the Company to be ready to comply with the upcoming European Corporate Sustainability Reporting Directive (CSRD) and related climate risk disclosure requirements. ● During 2024, the Board oversaw the publishing of the Company's Impact & Sustainability Report for the fiscal year 2023 and guided the Company in its transition from ESG-focused reporting to a broader focus reflected in the Company's 2024 Impact and Sustainability Report that was released in |
| Board Governance, Performance Evaluation, and Other Practices |
● Our Board annually reviews its overall effectiveness utilizing confidential self-assessment surveys that cover topics generally recommended by the ● Board nomination priorities are adjusted annually to ensure that our Board, as a whole, continues to reflect the appropriate mix of skills, experience, and competencies necessary to support TTEC's business strategy. ● Our Board and its committees have access to independent advisors at their sole discretion. ● ● Our Board also engages in ongoing education and our directors take ethics training consistent with best practices. |
| Accountability |
● All directors stand for election annually. ● Our Chairman of the Board and Chief Executive Officer is the controlling stockholder of TTEC. He controls 58.3% of our common stock. ● Although certain listing rules of the NASDAQ stock market are permitted not to be mandatory for controlled companies like TTEC, TTEC does not avail itself of these exceptions and its governance is consistent with best practices of NASDAQ-listed companies that are not controlled companies. |
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DIRECTOR EXPERIENCE
The Board and our
All Board members were selected for nomination by the
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IMPACT AND SUSTAINABILITY: HUMANITY FIRST
Our commitment to environmentally sustainable, socially responsible business practices, and good governance began at the Company's inception in 1982. Today, these priorities remain at the heart of our purpose - Bringing Humanity to Business®. We deliver on this imperative as we fortify TTEC's standing as the Employer of Choice, Provider of Choice, and Partner of Choice.
TTEC's Impact and Sustainability Report, which is available on our website at ttec.comunder the "Company" and "Impact & Sustainability" tabs, highlights our progress on the journey for sustainable and socially responsible growth. In sharing the Report, we invite our key stakeholders - our clients, employees, partners, and stockholders - to hold us accountable and offer feedback. Our 2024 Report highlights our progress on three key impact priorities - investment in our people and communities, commitment to good governance, and our climate stewardship. We shaped these priorities based on the input from our stakeholders, as part of the Impact Materiality Assessment that we performed in 2023. We continue to refine our understanding of these priorities.
Our 2024 Impact & Sustainability Report highlights include (1) improvements in the capturing of our Scope 1 and Scope 2 carbon emissions and building the foundation for our emission reduction targets by reporting, for the first time, our Scope 3 emission data; (2) the strengthening of our climate stewardship strategy through enhanced
We continue to see great opportunities to make a positive impact by maximizing stockholder value through investment in our people, our service offerings, and the communities where we live and work.
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2025 BOARD NOMINEES
| Director | Age | Director Since |
Independent | Qualifications |
| 65 | 1994 |
● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● ● Risk Management Experience ● Service Industry Experience ● Technology/Digital Sector Experience ● TTEC Founder |
||
| 72 | 2016 | ✓ |
● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● ● Risk Management Experience ● Service Industry Experience |
|
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
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| 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 |
2024 EXECUTIVE COMPENSATION HIGHLIGHTS
Our executive compensation program:
| ● | Rewards financial results and effective strategic leadership, which we believe are key to building sustainable value for our stockholders. |
| ● | Utilizes a mix of base salary and short- and long-term incentives to attract and retain highly qualified executives and maintain a strong relationship between executive pay and company performance. |
| ● | Places a meaningful portion of compensation "at risk" by aligning cash incentive payments to performance and retention and by granting equity, when available, that vests over three-, four- and five-year periods to ensure that the actual compensation realized by executives aligns with stockholder value over the long term. |
| ● | Ensures that our rewards are affordable by aligning them to the Company's annual business plan. |
| ● | Includes components that reward the prior year's performance, paid at the time of the grant or vesting over time, and forward-looking rewards that recognize growth in key performance indicators like Revenue and adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) over a three-year period. |
| ● | Places significant weight on ethical and responsible conduct in pursuit of TTEC's strategic goals. Our incentive recoupment (clawback) policy requires our Board of Directors to recoup cash and equity incentive compensation from senior executives in the event of a financial restatement due to material noncompliance with accounting standards, or in the event a senior executive's detrimental conduct causes damage to TTEC in other material respects. |
| ● | Aligns NEOs and other executive officers' interests with the stockholders' interest through executive stock holding requirements. |
| ● | Considers stockholder views. |
| o | At our 2023 Annual Meeting of Stockholders, we asked our stockholders to provide an advisory, non-binding vote of support of our executive officer compensation, commonly known as a "Say on Pay" proposal. Stockholders indicated strong support, with 99% voting in favor of the program. The stockholders will again consider our executive compensation on an advisory basis as part of the 2026 Annual Stockholder Meeting. |
| o | Additionally, at our 2023 Annual Meeting of Stockholders, we asked our stockholders to provide an advisory, non-binding vote on the frequency with which they should provide an advisory vote on executive compensation. The stockholders indicated strong support for our existing practices, with 71% voting in favor of executive compensation being considered on an advisory basis once every three years. Stockholders will again consider the frequency with which they should provide an advisory vote on executive compensation as part of the 2029 Annual Stockholder Meeting. |
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The following table reflects the compensation decisions made by the Compensation Committee of the Board for TTEC's Named Executive Officers (NEOs).
In 2024, we paid the following to our NEOs:
| Named Executive Officers | Actual Total Direct (TDC) Compensation 1 |
Market |
Market |
Market |
Percentile |
| <25th | |||||
| -- | |||||
| >50th | |||||
| 50th | |||||
| 50th | |||||
| 50th |
| 1. | Actual |
| 2. | At |
| 3. |
| 4. | The market data presented for |
GENERAL INFORMATION
This proxy statement (Proxy Statement) is issued in connection with the solicitation of proxies by the Company's Board of Directors for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held on
On or about
This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you are being asked to vote, information about our voting procedures, and information you may find useful in determining how to vote.
IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES
Why am I receiving these proxy materials?
The Company is soliciting your proxy in connection with the Annual Meeting. As a stockholder, you are requested to vote on the items of business discussed in this Proxy Statement.
How can I vote my shares electronically and participate in the Annual Meeting?
This year's Annual Meeting will be held entirely online. Stockholders may participate in the virtual Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/TTEC2025. To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your notice of internet availability of proxy materials (Notice of Internet Availability), on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the virtual Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the virtual Annual Meeting. However, even if you plan to attend the virtual Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.
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In our desire to ensure that the virtual Annual Meeting provides stockholders with a meaningful opportunity to participate, our stockholders will be able to ask questions to the Board of Directors and management both at the time of registration and during the Annual Meeting. Stockholders may submit questions during the Annual Meeting by typing questions in the question/chat section of the meeting screen. Questions relevant to meeting matters will be answered during the Annual Meeting, subject to time constraints and in accordance with the rules of conduct which will be posted on ttec.comunder the "Investors" tab. We will also post on our Investors page responses to questions relevant to meeting matters that are not answered during the Annual Meeting due to time constraints.
How can I vote my shares without attending the virtual Annual Meeting?
To vote your shares without attending the virtual Annual Meeting, please follow the instructions for internet or telephone voting on the Notice of Internet Availability. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to attend the virtual meeting.
What will I need in order to attend the virtual Annual Meeting?
You are entitled to attend the virtual Annual Meeting only if you were a stockholder as of the Record Date for the Annual Meeting, or
Why did I receive a Notice of Internet Availability of proxy materials?
Under the rules of the
For your information, voting via the internet is the least expensive to us, followed by telephone voting, with voting by mail being the most expensive. Also, you may help to save us the expense of a second mailing if you vote promptly.
What are the matters to be voted on at the Annual Meeting?
The items of business scheduled to be voted on at the Annual Meeting are:
| ● | Proposal No. 1: | The election of seven directors (see, page 61); and |
| ● | Proposal No. 2: | The ratification of the appointment of as our Independent Registered Public Accounting firm for 2025 (see, page 67). |
We will also consider other business that properly comes before the Annual Meeting.
What are my voting choices?
For the election of directors (Proposal No. 1), you may vote "FOR" or "WITHHOLD" with respect to each nominee. Cumulative voting is not permitted in the election of directors. For ratification of the appointment of
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How does the Board recommend that I vote?
Our Board recommends that you vote your shares:
| ● | "FOR" each of the nominees to our Board; and |
| ● | "FOR" the ratification of |
| ● | "FOR" each of the nominees to our Board; and |
| ● | "FOR" the ratification of |
How will my shares be voted by proxy?
Valid proxies provided to the Company by telephone, over the internet, or by a mailed proxy card will be voted at the Annual Meeting as directed by you unless revoked in accordance with the instructions. If you properly execute and submit your proxy, but do not indicate how you want your shares voted, the persons named as your proxies will vote your shares in accordance with the recommendations of our Board of Directors. These recommendations are:
| ● | "FOR" each of the nominees to our Board; and |
| ● | "FOR" the ratification of |
How can I revoke my proxy or change my vote?
You may revoke your proxy or change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by:
| ● | Voting again through the internet, by telephone, or by completing, signing, dating, and returning a new proxy card with a later date, all of which automatically revoke the earlier proxy so long as completed prior to the applicable deadline for each method; |
| ● | Providing a written notice of revocation to our Corporate Secretary at |
| ● | Attending the virtual Annual Meeting and voting during the meeting. Your virtual attendance at the Annual Meeting alone will not cause your previously granted proxy to be revoked unless you specifically so request before the taking of the vote. |
For shares you hold beneficially in "street name", you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the virtual Annual Meeting and voting during the meeting.
Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?
If your shares are held through a brokerage firm, they will be voted as you instruct on the voting instruction card provided by your broker. If you sign and retuyour card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.
If you do not provide timely instructions as to how your brokerage shares are to be voted, your broker will have the authority to vote them only on the ratification of our independent registered public accounting firm. Your broker will be prohibited from voting your shares on the election of directors. These "broker non-votes" will be counted only for the purpose of determining whether a quorum is present at the meeting and not as votes cast. As a result, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.
Will shares that I own as a stockholder of record be voted if I do not retumy proxy card in a timely manner?
Shares that you own as a stockholder of record will be voted as you instruct on your proxy card. If you sign and retuyour proxy card without giving specific instructions, they will be voted in accordance with the recommendations of our Board of Directors. If you do not retuyour proxy card in a timely manner or provide voting instructions through the internet or by phone, your shares will not be voted unless you or your proxy holder attend the virtual Annual Meeting and vote during the meeting.
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What is required to conduct the business of the Annual Meeting?
In order to conduct business at the Annual Meeting, a quorum of a majority of the outstanding shares of common stock entitled to vote as of the Record Date must be present in person or represented by proxy. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.
How many votes are required to approve each proposal?
Directors are elected by a plurality of the votes cast. This means that the seven individuals nominated for election to the Board who receive the most "FOR" votes will be elected.
The affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or represented by proxy at the meeting and entitled to vote is required to approve the ratification of
As of the Record Date, there were 47,804,123 shares of common stock outstanding and entitled to vote. Each share of common stock entitles the holder thereof to one vote on each proposal.
How are votes counted?
Votes cast by proxy prior to the Annual Meeting will be tabulated by an automatic system administered by
Votes withheld from a director nominee will have no effect on the election of the director from whom votes are withheld. Abstentions will be treated as shares that are present and entitled to vote and will consequently have the effect of a vote "AGAINST" the ratification of
If a broker indicates on the proxy card that it does not have discretionary authority to vote certain shares on a particular matter, it is referred to as a "broker non-vote." Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum but will not be considered as voted for the purpose of determining the approval of the particular matter.
If I share an address with another stockholder, how will we receive our proxy materials?
For stockholders of record, we have adopted a procedure called "householding", which the
Stockholders who hold shares in "street name" (as described above) may contact their brokerage firm, bank, broker- dealer, or other similar organization to request information about householding.
How can I see the list of stockholders entitled to vote?
A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the meeting, at the Annual Meeting by means of a link to be made available on the meeting screen and at our principal office located at
What happens if additional items of business are presented at the Annual Meeting?
We are not aware of any items that may be voted on at the Annual Meeting that are not described in this Proxy Statement. However, the holders of the proxies that we are soliciting will have the discretion to vote them in accordance with their best judgment on any additional matters that may be voted on, including matters incidental to the conduct of the Annual Meeting.
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Is my vote confidential?
Stockholders may elect that their identity and individual vote be held confidential by marking the appropriate box on their proxy card or ballot. Confidentiality will not apply to the extent that voting disclosure is required by law or is necessary or appropriate to assert or defend any claim relating to voting. Confidentiality also will not apply with respect to any matter for which votes are solicited in opposition to the director nominees or voting recommendations of our Board of Directors, unless the persons engaging in the opposing solicitation provide stockholders with voting confidentiality comparable to that which we provide.
Where can I find the voting results?
We expect to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K that we will file with the
How may I obtain financial and other information about TTEC?
Additional financial and other information about the Company is included in our Annual Report on Form 10-K, which we file with the
You can also obtain, without charge, a copy of our bylaws, codes of conduct, and Board Committee charters by contacting the Investor Relations department, or you can view these materials on the internet by accessing our website at ttec.comand clicking on the "Investors" tab, then clicking on the "Corporate Governance" tab.
Who will conduct and pay for the cost of this proxy solicitation?
We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees, and fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, or via internet; by our directors, officers, or other regular employees without remuneration other than regular compensation. We will request brokers and other fiduciaries to forward proxy materials to the beneficial owners of shares of common stock that are held of record by such brokers and fiduciaries and will reimburse such persons for their reasonable out-of-pocket expenses.
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CORPORATE GOVERNANCE
TTEC is committed to best practices in corporate governance. The Company is governed by our Board of Directors. The role of the Board and the Board Committees include:
| ● | Oversight of the Company's management; |
| ● | Appointment of the Chief Executive Officer; |
| ● | Goal setting for and overseeing performance of the Company's executive management team; |
| ● | Management succession planning; |
| ● | Oversight of effective corporate governance, including selecting and recommending for stockholders' approval nominees for the Board of Directors; |
| ● | Annual assessment of Board performance; |
| ● | Board succession planning; |
| ● | Forming and staffing Board Committees; |
| ● | Review and oversight of the development and implementation of the Company's annual strategic, financial, and operational plans and budgets; |
| ● | Oversight of the Company's impact and sustainability practices, including the progress that it makes against its environmental stewardship and diversity, equity, and inclusion commitments; |
| ● | Assessment and monitoring |
| ● | Oversight of TTEC's cybersecurity programs and protection of TTEC data and data of TTEC clients, their customers, and the Company's employees; |
| ● | Review and approval of significant corporate actions; |
| ● | Monitoring of processes designed to assure TTEC's integrity and transparency to its stakeholders, including financial reporting, compliance with legal and regulatory obligations, maintenance of confidential channels to report concerns about violations of laws and policies, and protection against reprisals for those who report such violations; and |
| ● | Oversight of the relationship between the Company and its stockholders. |
Board Leadership Structure
Our Board is led by TTEC's founder,
At present, the Board believes that the Company is best served by having
Since the size of the Company's Board is relatively small and each independent director has unrestricted access to
With the exception of
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The Board is aware of the potential conflicts that may arise in having
| ● | The Board and Board Committees hold executive sessions comprised entirely of the independent directors. |
| ● | During 2024, seven/six of our eight/seven directors were independent on our Board.1 |
| ● | Our Compensation Committee of the Board, comprised entirely of independent directors, makes all executive management compensation determinations based on the individual manager's performance and input from independent compensation consultants. |
| ● | Our Compensation Committee of the Board retains an independent compensation consultant when it deems it appropriate. |
| ● | Our Board members have unrestricted access to independent consultants, including legal counsel. |
| ● | Our Board members and executives have a shareholding guideline consistent with industry best practices. |
| ● | Our Board performs an annual self-assessment and acts on the findings. |
| ● | Our Board Committees perform periodic self-assessments and act on the findings. |
| ● | Our Board published Corporate Governance Guidelines to communicate to the stockholders and other stakeholders how the Company is governed. |
Although we qualify as a "controlled company" under the listing rules of the NASDAQ stock market, the Company elects not to avail itself of governance exceptions available to "controlled companies" under these rules. Specifically, a majority of our Board of Directors is independent and our
Lastly, our Board has demonstrated the independence necessary to address potential conflicts of interest through the use of special ad hoc committees to address specific matters when they arise or requesting that the Chairman abstain from deliberations and voting on certain decisions that may represent a conflict with his controlling stockholdings in the Company.
| Board Participation in 2024 |
| ● 10 Board meetings held in 2024 |
| ●Each director attended at least 80%of all Board and committee meetings where the director is a member, either in person or virtually |
| ● All directors attended our Annual Meeting of Stockholders in 2024. Although the Company does not require the directors to always attend the Annual Meeting of Stockholders, the directors are encouraged to do so; and most attend the Meetings regularly. |
| 1. | For most of 2024, TTEC Board of Directors consisted of eight members. In |
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Board Risk Oversight
While our executive officers are responsible for day-to-day management of risk at TTEC, our Board oversees and monitors our Enterprise Risk Management (ERM), regulatory compliance, impact and sustainability initiatives, technology resilience and cybersecurity, business continuity, and financial disclosure practices, in the course of its ongoing review of the Company's strategy, business plans, risk management, and financial reporting programs. The Board recognizes that certain risk-taking is essential for any company to stay competitive. It is the view of the Board, however, that the risk-taking must be reasoned and measured, and must be evaluated and mitigated appropriately.
In 2024, the Board's ERM oversight primarily focused on, but was not limited to, the following areas:
| (i) | the Company's strategy and long-term growth plans; |
(ii) financial stability and liquidity of our business;
(iii) technology resilience and stability of TTEC information technology platforms;
(iv) cybersecurity preparedness and incident response;
(v) risks inherent in our work from home service delivery;
(vi) crisis management, business continuity planning, emergency preparedness, critical incident response, and disaster recovery planning and execution;
(vii) risks arising from the complexities of the regulatory compliance framework that affects TTEC's regulated business around the globe;
(viii) the service delivery effectiveness of the Company's business segments;
(ix) monitoring of the evolving micro- and macro-economic conditions in the market place, in general, and in the Company's industry in particular, and how such changes may impact the Company's clients and, indirectly, impact TTEC business volume and liquidity; and
| (x) | deployment of AI into our solutions to maintain technology relevance in the market place. |
The responsibility for managing each of these high-priority risk areas, as identified by the ERM process, was assigned to one or more members of the Company's executive leadership team. The Board has delegated the oversight of certain categories of risk management to designated Board Committees, which periodically report to the Board on matters related to the specific areas of risk they oversee.
| Board/Committee | Primary Areas of Risk Oversight |
| Full Board | Enterprise risk management structure; strategic risk associated with TTEC's business plan; litigation that may have material financial or reputational impact on the Company; significant capital transactions, including M&A, technology investment and divestitures; capital structure risks; cybersecurity and cybersecurity incident response; risks specific to the use of artificial intelligence; service delivery effectiveness; and CEO succession planning. |
| Audit Committee | Risks related to financial reporting, disclosure, and related controls; risks specific to our geographic footprint; major financial exposure risks; risks inherent in the Company's regulatory compliance framework around the world; risks arising from macro- and micro-economic volatility; currency exposure risks; risks specific to our cost structure; and liquidity risks. |
| Compensation Committee | Executive recruiting, retention, and succession planning; compensation policies and practices, including incentive compensation; and health and wellness benefits programs. Assessment of the risks associated with compensation policies and practices applicable to TTEC's employees to determine if such policies and practices are reasonably likely to have a material adverse effect on TTEC and its financial performance. Employee engagement and turnover risks and the Company's commitment to managing its workforce lawfully and respectfully. |
| Nominating and Governance Committee | Corporate governance risks; effectiveness of the Board's and its committees' performance; senior management and Board succession planning; conflicts of interest; director independence and competencies; executive management succession; risks specific to crisis management and response; climate risks specific to our business; and impact and sustainability-related risks. |
| Risk management oversight of the Company's technology resilience, including cybersecurity initiatives designed to protect the Company's IT infrastructure and data; practices and stability of our technology platforms used to support our business and services delivered to our clients; data governance risks; the Company's incident response and continuity and disaster recovery practices; and risks specific to the evolving use of artificial intelligence in the Company's business. |
The Board and its committees periodically request and receive comprehensive reports from Digital and Engage business segments and key Company functions (including finance, treasury, tax, legal and regulatory compliance, information security, people and culture, and risk management), and have the opportunity to assess risk exposures to the business in these specific functional areas. In addition to the Company's ERM and internal audit processes, the Board and the Audit Committee monitor and oversee the Company's periodic assessment of the effectiveness of its internal controls over financial reporting.
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To ensure that the Company's compensation practices and policies do not have a material adverse effect on the Company and its business, the Compensation Committee of the Board annually reviews TTEC's executive compensation programs for inherent risks and alignment with the Company's objectives. The Committee receives periodic reports from the Company's people and culture and legal departments on steps that TTEC takes to anticipate and mitigate any potential risks in long- and short-term incentive and performance-based compensation programs. The Compensation Committee of the Board believes that executive compensation should be contingent on performance relative to targets and business plans. It expects TTEC senior executives to achieve these targets in a manner consistent with TTEC's values, ethical standards, and policies. The Board engages in periodic discussions with management on how to maximize executives' performance through compensation incentives without creating unreasonable risks to the business. For additional information on TTEC compensation program risks, please review the section titled "Compensation Discussion and Analysis"in these proxy materials.
Communications with The Board
The Board established a process for stockholders and other interested parties to communicate with the Board or any directors by requesting that all communication be sent via email to [email protected]or to the following address:
Board of Directors
c/o Corporate Secretary
Since most members of the TTEC leadership team, including the Corporate Secretary, work hybrid schedules where they attend meetings and plenary sessions in the offices while performing most of their day-to-day functions remotely working from home, communication via email through the [email protected]dedicated mailbox may be a more reliable method to connect with our Board of Directors as there can be no assurance that physical mail delivery would be monitored on a daily basis. The Corporate Secretary reviews all communications addressed to the Board and shares them with the Board Chair and the Chair of the
Board Committees
The following table outlines the composition of each of our Board Committees during 2024:
| Director | Audit Committee |
Compensation Committee |
Nominating and Governance Committee |
Security and Technology Committee |
Executive Committee |
| Chair | |||||
| ✓ | ✓ | Chair, as of |
✓ | ||
| Chair | ✓ | ||||
| Chair | ✓ | ✓ | |||
| ✓ | ✓ | Chair | ✓ | ||
| ✓ | |||||
| ✓ | ✓ | ||||
| ✓ | ✓ | Chair, through |
| 1. | Ms. Singh-Bushell was an independent member of our Board and a member of the Audit Committee of the Board, the |
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Audit Committee
The Audit Committee of the Board operates under the Audit Committee charter adopted by our Board and available at ttec.com/investors/corporate-governance/ ("Corporate Governance" under the "Investors" tab on our public website ttec.com). It is responsible for, among other things:
| ● | Assisting the Board in its oversight of the integrity of TTEC's financial statements including any critical audit matters; |
| ● | Overseeing the adequacy of internal controls over our financial reporting and disclosure processes; |
| ● | Selecting, evaluating, and appointing the independent registered public accounting firm, including assessing the registered public accounting firm's independence and qualifications; |
| ● | Reviewing and approving all non-audit services performed by the independent registered public accounting firm; |
| ● | Overseeing the activities and processes of the TTEC internal audit department; |
| ● | Overseeing TTEC's ethics program and its confidential hotline process, including reviewing the establishment of and compliance by employees and executives with the Company's employee code of conduct, Code of Ethics: How TTEC Does Business and the Company's Ethics Code for Executive and Financial Officers; |
| ● | Overseeing investigations into any matters within the Audit Committee's scope of responsibility; |
| ● | Overseeing the Company's enterprise business risk process; |
| ● | Reviewing and approving all related-party transactions; and |
| ● | Overseeing business continuity and disaster recovery plans and practices of the Company. |
In 2024, the members of the Audit Committee of the Board included
Our Board determined that
The Audit Committee of the Board oversees TTEC's disclosure processes. These processes are established to ensure accurate and complete financial reporting and to identify timely any potential issues that could impact TTEC's accounting, financial reporting, and effectiveness of its internal controls. The Committee also established procedures for, and oversees receipt and treatment of, confidential (including anonymous) submissions by TTEC employees of concerns about the Company's accounting, internal control, and auditing practices. The Audit Committee of the Board reviews and assesses the matters raised through these reporting channels and monitors management's response to these reports, engaging when warranted.
The Audit Committee of the Board evaluates the independence, qualifications, and performance of TTEC's internal audit function and annually approves the Company's internal audit plan. The Committee also discusses with management TTEC's risk assessment and management practices; the Company's major financial, operational, and regulatory risk exposures; and the steps management has taken to monitor and mitigate such exposures to be within the Company's risk tolerance levels.
During 2024, the Audit Committee of the Board held four regularly scheduled meetings and four special meetings. The Audit Committee of the Board reviews and assesses the adequacy of its charter, and revises it, if appropriate, on an annual basis.
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Compensation Committee
The Compensation Committee of the Board operates under the Compensation Committee charter adopted by our Board and available at ttec.com/investors/corporate-governance/("Corporate Governance" under the "Investors" tab on our public website ttec.com). It is responsible for, among other things:
| ● | Reviewing performance goals and approving the annual salary, incentives, and all other compensation for each NEO and executives reporting directly to the Company's Chief Executive Officer, including any employment arrangements and change in control agreements with such officers; |
| ● | Reviewing and approving compensation programs for independent Board members; |
| ● | Reviewing and approving material employee benefit plans (and changes to such plans); |
| ● | Reviewing and evaluating risks associated with the Company's compensation programs; |
| ● | Adopting and administering various equity-based incentive plans; and |
| ● | Overseeing the Company's programs focused on employees' engagement, development, and retention. |
In 2024, the members of the Compensation Committee of the Board included
During 2024, the Compensation Committee of the Board held four regularly scheduled meetings and three special meetings and approved three matters through the unanimous written consent process. The Compensation Committee of the Board reviews and assesses the adequacy of its charter, and revises it, if appropriate, on an annual basis.
Nominating and Governance Committee
| ● | Overseeing and managing the Board of Directors' overall governance practices; |
| ● | Identifying and recommending to our Board qualified candidates to stand for election to the Board (or be appointed pending the election at the Annual Stockholders Meeting); |
| ● | Overseeing development and succession planning for executive officers and the Board of Directors of the Company; |
| ● | Overseeing TTEC's corporate governance, including the evaluation of the Board and its committees' performance and processes, and assignment and rotation of Board members to various committees; and |
| ● | Overseeing TTEC's Impact and Sustainability initiatives and reporting. |
During 2024, the members of the
During 2024, the
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| ● | Overseeing the risk management of the Company's security practices, resiliency capabilities, and strategic plans of the Company's technology used to support its business and deliver services to its clients; |
| ● | Overseeing the practices and controls that management uses to identify, manage, and mitigate risks related to cybersecurity, disaster recovery, cyber event management and response, fraud and physical security, and data governance; |
| ● | Reviewing management's crisis preparedness, incident response, and business continuity plans, and the Company's disaster recovery plans, capabilities, and testing practices; |
| ● | Reviewing the outcomes of the Company's internal and third-party security compliance audits; |
| ● | Reviewing evolving risks specific to the use of artificial intelligence in the Company's business and client offerings; |
| ● | Reviewing, periodically, risk assessments relevant to the Company's security and technology conducted by, or on behalf of, the Company; |
| ● | Reviewing the Company's security risk mitigation strategies including risk transfer (through insurance programs or otherwise); and |
| ● | Addressing any other matters as the Committee members determine relevant to the Committee's oversight of the Company's security and technology risk management practices. |
During 2024, the members of the
During 2024, the
Executive Committee
The Board's Executive Committee is a standing committee of the Board appointed to take certain action, between regularly scheduled Board meetings that are otherwise reserved to the full Board, under a delegation of authority from the Board. All actions taken by the Executive Committee of the Board are reported to and reviewed by the full Board at the Board meeting immediately following the action taken. The Executive Committee of the Board is authorized to consider and approve, among other things:
| ● | Mergers, acquisitions, and divestiture transactions at a level in excess of management's authority of up to |
| ● | Capital expenditure transactions at a level in excess of management's authority of up to |
| ● | Funding for the share repurchase program, up to |
During 2024, the members of the Executive Committee of the Board included
The Executive Committee of the Board held no meetings during 2024.
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Ethics Code for Executive and Financial Officers
We have adopted an Ethics Code for Senior Executive and Financial Officers that guides the behavior of our senior executives and financial officers beyond our code of business conduct that applies to all employees, including our Chief Executive Officer, Chief Financial Officer, chief executive officers leading each of our business segments, General Counsel, Treasurer, Global Controller, senior accounting and finance executives who support our business segments, financial directors, and any person performing similar functions. The Ethics Code for Senior Executive and Financial Officers is available on our website at ttec.com/investors/corporate-governance/("Corporate Governance" under the "Investors" tab on our public website ttec.com) and we intend to disclose any waiver of, or amendments to, the Ethics Code for Senior Executive and Financial Officerson our website. You may also obtain a copy of the document without charge via email at [email protected]or by writing to:
Attention: Corporate Secretary
In addition to our Ethics Code for Senior Executive and Financial Officers, TTEC also has a code of business conduct (Ethics Code: How TTEC Does Business). This document mandates rules of ethical business conduct for all TTEC employees, members of our Board of Directors, and our suppliers and partners, including our executives and financial officers. We maintain a confidential third-party operated hotline, where employees can seek guidance or report concerns about possible violations of laws, our policies, or either of the ethics codes, including any concerns about financial reporting, misconduct, or fraud.
Director Compensation Overview
During 2024, the independent directors' compensation was as follows:
| ● | An annual retainer of |
| ● | Additional annual retainer fees for Board Committee service as follows: |
| Chair of Audit Committee | |||
| Members of Audit Committee | |||
| Chair of Compensation Committee | |||
| Members of Compensation Committee | |||
| Chair of |
|||
| Members of |
|||
| Chair of the |
|||
| Members of the |
| ● | An annual grant of |
The employee director(s) do not receive additional compensation for their Board service.
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The following table summarizes the actual compensation earned by independent directors during 2024 without regard to how it was paid:
| Fees Earned or Paid in Cash ($)3 |
Stock Awards ($)1 | Total ($) | |
| 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 |
| 2. | In |
| 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. |
In
In
AUDIT COMMITTEE REPORT
The TTEC Audit Committee of the Board (the "Audit Committee") is comprised entirely of independent directors who meet the independence requirements of the
In performing its functions, the Audit Committee acts in an oversight capacity. The Committee is responsible for overseeing TTEC's financial reporting processes and internal control structure on behalf of the Company's Board of Directors, while management is responsible for the preparation, presentation, and integrity of the financial statements, and the effectiveness of TTEC's internal controls over financial reporting. TTEC's independent auditor,
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In 2024, the Audit Committee met eight times. The Audit Committee's agenda for each meeting was set by the Committee's chairperson in consultation with and on the recommendation of TTEC's acting Chief Financial Officer. During the meetings, the Audit Committee met with the senior members of TTEC's financial management team, and, when appropriate, had separate executive sessions with TTEC's Chief Financial Officer, PwC, TTEC General Counsel, and the Head of Internal Audit to discuss financial management, legal and compliance matters, accounting, IT controls and system dependencies, the status of internal and external audits, and internal control issues.
As part of its oversight function, the Audit Committee reviews TTEC's quarterly and annual reports on Form 10-Q and Form 10-K prior to their filing with the
In 2022, the Committee transferred its cybersecurity, technology resilience, and critical incident response planning oversight responsibilities to a then newly created
Further in 2024, the Audit Committee periodically reviewed TTEC's Enterprise Risk Management program and steps that the Company had taken to execute against its risk management priorities. The Committee's risk oversight continued to focus on strategy execution in the uncertainty of volatile macroeconomic conditions, regulatory and business continuity risks specific to the distributed work-from-home environment, the impacts on the business due to the rapidly evolving artificial intelligence offerings, and business-as-usual risks critical to the business, including the competitiveness of the Company's technology solutions, M&A execution and integration effectiveness, fraud in the business, the risks inherent in the complexities of the Company's international operations, and regulatory compliance framework that affects TTEC's business.
During 2024, the Committee was particularly focused on supporting the Company in managing its liquidity risks and its compliance with the covenant obligations under its credit facility. The Committee provided important oversight in connection with the Company's amendment of its credit facility to provide the flexibility necessary to manage the business effectively.
The Audit Committee also monitored, throughout the year, the Company's confidential hotline activities, focusing on procedures that the Company has in place for confidential submission of employee concerns about accounting, financial reporting practices and internal controls, possible violations of laws and policies, and other concerns about the business. The Committee also periodically reviewed the processes that the Company uses to ensure that the Company's employees are familiar with its code of business conduct (Ethics Code: How TTEC Does Business), the Ethics Code for Senior Executive and Financial Officers, and the training that the Company provides on these codes of conduct and Company values.
The Audit Committee periodically reviews the rules and regulations adopted, from time to time, by the
25
As part of its oversight responsibilities, the Audit Committee also oversees TTEC's annual audit by its independent auditor, PwC, including the Auditor's audit approach, audit plan, and critical audit matters; and whether the provision of minor non-audit services is appropriate given the Auditor's independence. The Audit Committee also works with the Auditor to make sure that the PwC audit team that serves TTEC has the appropriate level of professional expertise to oversee the conduct of the TTEC annual independent audit and is appropriately supported by PwC partners with specific experience in key countries where TTEC does business, and by other PwC subject matter experts as necessary.
Each year, the Audit Committee evaluates the performance of PwC and its senior engagement team and determines whether to re-engage the Auditor for the coming year. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the Auditor, the Auditor's global capabilities, the Auditor's technical expertise including innovation and technologies that the Auditor uses to provide its services to the Company, the Auditor's tenure as TTEC's independent auditor, its knowledge of the Company's global operations and industry, the competitiveness of the Auditor's pricing for the services, and the quality of the Auditor's interactions with the Audit Committee of the Board. Based on this evaluation, the Audit Committee decided to engage PwC as TTEC's independent auditor for the year ending
The Audit Committee also considered the fees that PwC charged the Company for services in 2024 and determined them to be reasonable and adequate to ensure a comprehensive audit. In 2024, PwC's total fees were
In accordance with
The Audit Committee reviewed and discussed with management TTEC's audited annual consolidated financial statements for the year ended
Although the Audit Committee has the sole authority to appoint the independent auditor, the Committee will continue its long-standing practice of recommending that the Board ask the stockholders, at the Annual Stockholders Meeting, to ratify the appointment of the independent auditor for the coming year (for more information see Proposal No. 2 on page67).
|
Audit Committee
|
|
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STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS
The table below sets forth the beneficial ownership of TTEC stock for the following persons and entities as of
| ● | Each person or entity known to us to beneficially own more than 5% of our outstanding common stock; |
| ● | Each of the directors on our Board; |
| ● | Each of our Named Executive Officers; and |
| ● | All of our current directors and executive officers as a group. |
We have determined beneficial ownership in accordance with the
Applicable percentage ownership is based on 47,804,123 shares of common stock outstanding as of
The information provided in the table is based solely on our records, and information filed with the
| SharesBeneficially Owned | ||||||||
| Common Stock | Options Vested and Options and RSUs Vesting Within 60 Days of |
Total Beneficial |
Percent of Class |
|||||
| 5% Stockholders | ||||||||
| 27,853,207 | 1 | - | 27,853,207 | 1 | 58.3% | |||
| Executive Officers, Directors | ||||||||
| 27,853,207 | 1 | - | 27,853,207 | 1 | 58.3% | |||
| 27,811 | 29,503 | 57,314 | * | |||||
| 23,917 | 29,503 | 53,420 | * | |||||
| 23,007 | 29,503 | 52,510 | * | |||||
| 24,132 | 29,503 | 53,635 | * | |||||
| 43,9862 | 29,503 | 73,4892 | * | |||||
| 10,177 | 29,503 | 39,680 | * | |||||
| 56,593 | 9,384 | 65,976 | * | |||||
| 16,648 | 13,964 | 30,611 | * | |||||
| 42,789 | - | 42,789 | * | |||||
| All directors, director nominees and executive officers as a group (10 persons) | 28,122,267 | 200,366 | 28,322,633 | 59.2% | ||||
*Less than 1%.
| 1. | Includes 27,843,207 shares subject to sole voting and investment power, and 10,000 shares with shared voting and investment power. The shares with sole voting and investment power consist of: (i) 6,526,401 shares held by |
| 2. | Includes 39,211 shares held by |
27
TTEC Hedging/Pledging Restrictions
The Company's insider trading policy prohibits its directors, officers, employees, and members of the TTEC supply chain from engaging in hedging and pledging transactions with TTEC securities. Under the policy, TTEC's Chairman of the Board and Chief Executive Officer, who is the Company's controlling stockholder, is permitted to pledge his stockholdings, with prior review and approval of the TTEC Board of Directors, provided such pledge does not involve a material portion of his overall holdings.
RELATED-PARTY TRANSACTIONS
In accordance with our Related-Party Transaction Policy, the Audit Committee of the Board is responsible for review and approval of transactions required to be disclosed as a "related-party" transaction under applicable law, including the
During 2024, TTEC has undertaken the following related-party transaction(s) with prior approval of the Audit Committee of the Board:
The Company entered into an agreement under which
EXECUTIVES AND EXECUTIVE COMPENSATION
TTEC Executive Officers
|
Prior to joining TTEC, |
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|
Prior to joining TTEC, |
|
|
|
|
|
Prior to TTEC, She holds a JD from the |
|
|
Prior to TTEC, between 2020 and 2022, In |
Information regarding
29
COMPENSATION DISCUSSION AND ANALYSIS
In this section, we discuss our compensation philosophy and describe the 2024 compensation program for our Chief Executive Officer, Chief Financial Officer(s), and three additional highest compensated members of our executive leadership team, whom we refer to as our Named Executive Officers (NEOs). We describe compensation earned by each of our NEOs and explain how the Compensation Committee of the Board (the "Compensation Committee") determined these compensation decisions.
2024 Performance Highlights
Our 2024 performance is summarized below:
| ● | Our revenue was |
| ● | Our loss from operations was |
| ● | Our net cash provided by/(used in) operating activities was |
| ● | Our diluted earnings/(loss) per share was |
| ● | We paid a total of |
| 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, retuto provision adjustments, and one-time non-recurring items. For additional information, please see GAAP to Non-GAAP Reconciliation of Performance Metrics on page 60of this Proxy Statement. |
Named Executive Officers
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
30
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:
| 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. |
In 2024, we paid the following Total Direct Compensation to our NEOs:
| Named Executive Officers | Actual Total Direct (TDC) Compensation 1 |
Market |
Market |
Market |
Percentile |
| <25th | |||||
| -- | |||||
| >50th | |||||
| 50th | |||||
| 50th | |||||
| 50th |
| 1. | Actual |
| 2. | At |
| 3. |
| 4. | The market data presented for |
31
The mix of base and variable "at risk" compensation for 2024 was as follows and excludes our CEO, since he does not participate in TTEC's incentive programs, as well as
CONSIDERATION OF "SAY-ON-PAY" VOTE
At our 2023 Annual Meeting of Stockholders, 99% of the votes cast in our stockholder advisory vote approved the compensation of our NEOs (our "Say-On-Pay" vote). In light of this strong stockholder support, the Compensation Committee made no significant changes to the overall design of our compensation programs but continued its pay-for-performance philosophy by putting a substantial portion of executives compensation at risk and aligning executive officers' interests with value generation for TTEC stockholders.
The Compensation Committee will continue to review best practices in executive compensation and adjust the structure of TTEC executive compensation to be consistent with market trends, our pay-for-performance philosophy, and to make sure that TTEC's executive compensation aligns the interest of the executive leadership team with the interests of the Company's stockholders.
Stockholders will again consider our executive compensation on an advisory basis as part of the 2026 Annual Stockholder Meeting, and the Compensation Committee will continue to take into account this input when making future compensation decisions for our NEOs.
CONSIDERATION OF "FREQUENCY ON SAY-ON-PAY" VOTE
At our 2023 Annual Meeting of Stockholders, we asked stockholders to consider how often they wish to vote, on an advisory basis, on Say-On-Pay matters (the "Frequency of Say-On-Pay" vote). Stockholders indicated support of our existing practice, with 71% voting in favor of an advisory, non-binding vote on executive compensation every three years. In the two previous stockholder Say-on-Pay votes, in 2020 and in 2017, TTEC stockholders approved the Company's executive compensation by at least 99%. The stockholders will next consider how often they wish to vote on "Say-On-Pay" matters as part of the 2029 Annual Meeting of Stockholders.
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EXECUTIVE LEADERSHIP TEAM COMPENSATION APPROACH AND STRUCTURE
Our Approach to Executive Leadership Compensation
We structure our executive compensation to attract and retain executive talent who can maximize our performance results. Our compensation program is designed to motivate our executive leadership team to remain focused on delivering superior performance that creates long-term investor value. Our executive compensation program also places significant weight on how our leaders align their conduct with TTEC's vision, mission, and values as they achieve their personal goals and the Company's performance goals.
|
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 |
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EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE
To achieve its overarching objectives, our executive compensation program consists of the following four principal elements:
| 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. |
In addition to these primary compensation components, our senior executives are also eligible to participate in our general health and wellness programs, 401(k) plan, life insurance program, and other employee benefit programs. We believe that perquisites should be limited in scope and value, and, historically, they have not constituted a significant portion of executive compensation.
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OVERSIGHT OF OUR EXECUTIVE COMPENSATION PROGRAM
Role of the Compensation Committee of the Board
Our Compensation Committee determines all compensation for our NEOs and also other executive officers who are direct reports to the Company's Chief Executive Officer, on an annual basis. In doing so, the Compensation Committee:
| ● | Evaluates the compensation received during the year by each executive and considers the Company's performance, the individual performance of each executive and his/her skills, experience, and responsibilities to determine if any change in the executive's compensation is appropriate. |
| ● | Reviews with the Chief Executive Officer the performance of the other NEOs. |
| ● | Reviews peer group data and the advice of the compensation consultant as a measure of the competitive market for executive talent in our industry. |
| ● | Considers the executive's contribution to the Company's overall operating effectiveness, strategic success, and profitability, and considers the quality of the executive's decision-making. |
| ● | Considers the executive's role in developing and maintaining key client relationships. |
| ● | Considers the Company's financial results for the year and how the executive contributed to these results but does not adhere to strict formulas to determine the mix of base salary, equity grants and cash incentives. |
| ● | Evaluates the level of responsibility, scope, and complexity of each executive's position relative to other Company executives. |
| ● | Determines the composition and amount of compensation for each NEO and uses subjective judgment in determining the amount of each compensation element to retain and motivate current executives. |
| ● | Assesses the executive's leadership growth and management development over the past year. |
The Compensation Committee utilizes these subjective factors because it believes they are critical to increasing stockholder value. These factors are not quantified or weighted for importance, and the Compensation Committee's use of these factors is tied directly to the individual role and the responsibilities of each executive officer.
Funding targets for performance-based cash incentives are based on objective Company performance targets set at the beginning of each year. As a result, there is uncertainty with respect to the achievement of these funding targets at the time they are set. The Compensation Committee has the authority to modify the funding amounts or targets for these variable incentives, in its sole discretion, when material changes in the business or the impact of performance variables outside of the executive leadership team's control, warrant it. The Compensation Committee has in the past made adjustments to these targets.
In addition to its discretion with respect to the performance-based cash incentives, during those years in which our actual performance resulted in a lower than anticipated level of funding, the Compensation Committee may from time to time determine that funding should be provided outside of the objective Company performance criteria to fund discretionary bonuses and equity awards to retain or to reward executive officers for their exceptional individual contribution (measured on a subjective basis). Although the Compensation Committee has this discretion, it utilizes it infrequently to maintain the integrity of the Company's compensation structure and philosophy.
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
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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:
| ● | A periodic review of our compensation practices, trends, and philosophy; |
| ● | A competitive assessment of our executive compensation levels and pay-for-performance linkage; |
| ● | 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; |
| ● | A review of our equity award and cash incentive programs; |
| ● | A review of our compensation practices compared to peer group companies and current trends related to executive employment agreements; and |
| ● | Assistance in developing recommendations for compensation for our executive officers, including our NEOs. |
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
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.
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
TTEC's 2024 peer group included:
| ● | 8 x 8, Inc. |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
*
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In
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.
CEO COMPENSATION
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
| Executive | Base Salary |
Considerations for Base Salary Determination |
||
| 2025 | 2024 | 2023 | ||
| At |
||||
| - | As negotiated at the time he accepted the role in 2024 and based on the scope of responsibilities and market benchmarks. | |||
| - | Based on the role and scope of responsibilities as the interim Chief Financial Officer and Chief Accounting Officer. | |||
| - | Based on the role, scope of responsibilities, and market benchmarks. | |||
| Based on the role, scope of responsibilities, and market benchmarks. | ||||
| Based on the role, scope of responsibilities, and market benchmarks. |
| 1. |
| 2. |
| 3. |
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PERFORMANCE-BASED CASH INCENTIVE AWARDS
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
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:
| 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 |
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
For purposes of determining the 2024 cash incentive funding for 2023 performance, the Compensation Committee adjusted 2023 results of operations due to foreign exchange (FX) fluctuations, which accounted for variance between FX rates used to set 2023 targets and the actual 2023 FX rates. The Compensation Committee determined that such adjustments were appropriate because these events were outside of direct control of the Company and the management team.
Based on 2023 performance against the annual pre-bonus adjusted operating income target, the Compensation Committee approved only the minimum funding level of
The 2023 pre-bonus adjusted Operating Income results measured against the targets were as follows:
| Performance-Based Cash Incentive |
2023 Target | 2023 Performance | 2023 Performance - Adjusted for FX |
Total Performance-Based Cash Award |
| Pre-Bonus Adjusted Operating Income1 |
| 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. |
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Cash Incentives Paid in 2024 for 2023 Performance
In 2024, based on 2023 company financial performance, the Compensation Committee awarded
| 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 |
| 0% 1 | - | - | Under |
|
| - | - | - | ||
| Up to 40% | 25% | Aligned with the minimum funding to recognize |
||
| Up to 100% | 25% | Aligned with the minimum funding to recognize |
||
| Up to 100% | 25% | Aligned with the minimum funding to recognize |
||
| Up to 85% | 100% | To recognize specific one-time contributions to enterprise risk mitigation in 2023. |
| 1. | As noted elsewhere in these proxy materials, at |
| 2. | Includes |
Cash Award Funding Paid in 2025 for 2024 Performance
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. Specifically, the Compensation Committee tied the variable incentive funding to the Company's 2024 revenue and pre-bonus adjusted EBITDA and the achievement of the MBOs listed below. This criterion was selected to align management's goals with stockholder interests, promoting both financial growth stability and business objectives that drive long-term value for the stockholders.
For purposes of determining the cash incentive funding for 2024 performance, the Compensation Committee adjusted 2024 results of operations due to foreign exchange (FX) fluctuations, which account for variance between FX rates used to set 2024 targets and the actual 2024 FX rates. The Compensation Committee determined that such adjustments were appropriate because these events were outside of direct control of the Company and the management team.
Based on 2024 performance against the annual targets and MBOs, the Compensation Committee approved only the minimum level of funding for the financial components (pre-bonus adjusted EBITDA and revenue) and partial funding for the achievement of the MBOs. This resulted in funding of the incentive plan of
The 2024 pre-bonus adjusted EBITDA, revenue, and MBO results measured against the targets, as well as the weighting for each component, were as follows:
| Performance-Based Cash Incentive Funding Metrics1 |
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% | ||||
| Revenue | 40% | ||||
| MBOs2 | 20% | - | - | - | |
| 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. |
| 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. |
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The 2024 MBOs1 against which performance was measured are as follows:
| TTEC Engage MBOs1 | TTEC Digital MBOs1 |
|
● Growth and Client Diversification ● Expanded Use of Artificial Intelligence and Offer Diversification ● Operational Excellence |
●Targeted Service Expansion with ●Targeted Service Expansion with ● Increased Use of Artificial Intelligence Solutions |
| 1. | Details of the specific TTEC Engage and TTEC Digital MBO targets are quantitative and have not been disclosed in more detail due to their ability to cause competitive harm. The MBO targets were aggressive, yet attainable. |
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
| 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 |
| 0% 1 | - | - | Under |
|
| Up to 100% | 35% | To recognize |
||
| Up to 40% | - | - | - | |
| Up to 100% | - | - | - | |
| Up to 100% | 16% | To recognize |
||
| Up to 85% | 38% | To recognize |
| 1. | As noted elsewhere in these proxy materials, at |
| 2. | As |
| 3. | As |
EQUITY INCENTIVE AWARDS
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
| ● | The 2024 annual RSU awards vest in three-year increments with 33% of the award vesting on each award anniversary. |
| ● | Executive officers must be employed by the Company through the vesting date for each portion of the grant to vest. |
| ● | Awards are structured to have a strong retention value and align executives' interests to stockholders' interests over a longer term. |
| ● | RSUs provide a long-term incentive to balance short-term incentives provided by cash awards and base salaries. |
| ● | 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." |
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| Named Executive Officer |
2024 FMV* RSU Annual Grant $ |
2024 RSU Shares Granted1 |
Considerations for 2024 Determination |
| - | - | Under |
|
| - | - | ||
| 17,426 | Based on |
||
| 167,560 | Based on |
||
| 41,890 | Based on |
||
| 28,150 | Based on |
*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 |
| 3. | Due to |
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 eabetween 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)
In 2022, the Compensation Committee approved revenue and adjusted EBITDA1 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 eabetween 0% to 200% of the award target, based on the revenue and adjusted EBITDA1 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 EBITDA1 growth rate during 2022 through 2024, as compared to the Company's 2021 financial results.
| Revenue Targets | Adjusted EBITDA1 Targets | Award Opportunity | ||
| (amounts in millions) | (amounts in millions) | |||
| 2024 | CAGR* | 2024 | CAGR* | |
| 6.8% | 8.3% | Threshold - 50% | ||
| 7.8% | 9.3% | Target - 100% | ||
| 8.8% | 10.6% | Above Target - 150% | ||
| 9.8% | 11.9% | |||
*Compound annual growth rate (CAGR)
| 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, retuto provision adjustments, and one-time non-recurring items. |
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| Named Executive Officer | 2022 FMV* Performance-Based Equity Grant $ | 2022 Target Performance-Based Equity Grant (in shares) 1 |
| - | - | |
| - | - | |
| - | - | |
| 6,772 | ||
| - | - | |
| 2,314 |
*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
3.
4.
5.
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)
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)
In 2024, the Compensation Committee, once again, approved revenue and adjusted EBITDA1 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.
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 eabetween 0% to 150% of the award, based on the achievement of the established revenue and adjusted EBITDA1 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 EBITDA1 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 EBITDA1 growth rate compared during the same three-year period as compared to 2023 Digital financial results.
| Company Revenue Targets | Company Adjusted EBITDA1 Targets |
Digital Revenue Targets (amounts in millions) |
Digital Adjusted EBITDA1 |
Award Opportunity | ||||
| (amounts in millions) | (amounts in millions) | |||||||
| 2026 | CAGR* | 2026 | CAGR* | 2026 | CAGR* | 2026 | CAGR* | |
| (3.8)% | 1.1% | 4.7% | 9.8% | Threshold - 50% | ||||
| (2.1)% | 3.5% | 6.5% | 12.2% | Target - 100% | ||||
| (.6)% | 5.5% | 8.2% | 14.4% | Above Target - 150% | ||||
*Compound annual growth rate (CAGR)
| 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, retuto provision adjustments, and one-time non-recurring items. |
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| 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 |
| - | - | |||
| 154,639 | ||||
| - | - | |||
| - | - | |||
| 47,251 | 70,876 | |||
| 36,082 |
| 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 |
| 3. |
| 4. | Due to |
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:
| Named Executive Officer | 2024 RSU Retention Grant $ | 2024 RSU Retention Shares Granted1 |
| - | - | |
| 60,137 | ||
| - | - | |
| - | - | |
| 42,955 | ||
| 41,237 |
| 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 |
| 3. | Given |
| 4. | Due to |
2022 Value Creation Program (VCP)
As previously disclosed in the 2023 proxy materials, in 2022, the Compensation Committee approved a one-time equity incentive program, known as the VCP, which was designed to create an opportunity for a few senior executives, including some of the NEOs, to receive equity grants aligned to stretch revenue and adjusted EBITDA for the Company and measured based on the Company's performance during the 2022 through 2025 period. Executives were selected to participate in the program based on their direct ability to impact the performance of the business during the measurement period. 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 nor become payable under this incentive program in 2026.
INCENTIVE RECOUPMENT POLICY
We maintain an incentive recoupment (clawback) policy that complies with NASDAQ listing standards implementing Exchange Act Rule 10D-1. Under this policy, if we are required to undergo an accounting restatement as the result of material non-compliance with financial reporting requirements under the securities laws, the Compensation Committee must, subject to limited exceptions, seek to recoup compensation received by a covered executive (including the NEOs) in excess of the amount the covered executive would have received based on the restated results. We may also pursue other remedies under applicable law, including disciplinary actions up to and including termination of employment, in addition to recouping any excess incentive compensation.
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INSIDER TRADING POLICY
We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, officers, employees and other designated persons. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ Listing Standards applicable to the Company. The full text of our insider trading policy was filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended
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
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 |
| ● | Base Salary and Incentives. Pursuant to the terms of the agreement, |
| ● | Benefits. |
| ● | Life Insurance. The Company agreed to provide |
| ● | Severance. Subject to customary releases, |
| ● | Change in Control Provisions. The employment agreement includes change in control provisions that result in accelerated vesting of all unvested equity awarded to |
| ● | Non-Disparagement. The agreement provides that on separation of affiliation, whatever the reason, TTEC will refrain from any comments regarding |
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Swanback Agreement
| ● | TTEC entered into an employment agreement with |
| ● |
| ● | Base Salary. |
| ● | Annual Cash Incentives. |
| ● | Equity Grants. |
| ● | One Time Welcome Equity Grant. At the start of her employment as the CEO of TTEC Engage, |
| ● | Benefits. |
| ● | Severance. Subject to customary releases, if |
| ● | Change in Control Provision. The agreement provided that if |
Seybold Agreement
| ● | TTEC entered into an employment agreement with |
| ● | Base Salary. |
| ● | Annual Cash Incentives. |
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| ● | Equity Grants. |
| ● | One Time Welcome Equity Grant. At the start of his employment, |
| ● | Benefits. |
| ● | Severance. Subject to customary releases, if |
| ● | Change in Control Provision. The agreement provides that if |
McLean Agreement
| ● | TTEC entered into an amended and restated employment agreement with |
| ● | Base Salary. |
| ● | Annual Cash Incentives. |
| ● | Equity Grants. |
| ● | Benefits. |
| ● | Severance. Subject to customary releases, |
| ● | 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 |
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Wagers Agreement
| ● | TTEC entered into an employment agreement with |
| ● | Base Salary. |
| ● | Annual Cash Incentives. |
| ● | Equity Grants. |
| ● | One Time Welcome Equity Grant. At the start of his employment as the CFO of the Company, |
| ● | Benefits. |
| ● | Severance. Subject to customary releases, if |
| ● | Change in Control Provision. The agreement provides that if |
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."
COMPENSATION RISK ASSESSMENT
As discussed above under the heading "Board Risk Oversight" we conduct an annual assessment of our compensation policies and practices for all employees. We review and discuss the results of this assessment with the Compensation Committee. Based upon this assessment, review, and discussion, we believe that our compensation policies and practices do not create unreasonable risk to the business.
TAX CONSIDERATIONS
Section 409A of the Internal Revenue Code (the "Code") imposes additional income taxes on executive officers for certain types of deferred compensation that do not comply with Section 409A of the Code. In 2008, we revised several of our compensation plans and agreements with technical changes designed to cause any non-qualified deferred compensation payable under such plans and agreements to comply with, or be exempt from, Section 409A. We did so because we provide certain executives, including our NEOs, with the opportunity to contribute up to 75% of their salaries or cash incentives to a deferred compensation plan. We do not provide deferred compensation to the NEOs in excess of their individual contributions.
47
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.
EXECUTIVE COMPENSATION TABLES
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
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 |
| 2024 | 1 | - | - | - | - | - | - | 63,535 | 63,536 | |
| 2023 | 1 | - | - | - | - | - | - | 100,150 | 100,151 | |
| 2022 | 1 | - | - | - | - | - | - | 69,682 | 69,683 | |
| 2024 | 528,8467 | - | - | 899,999 | 4,349,994 | 5,249,993 | - | 32,445 | 5,811,284 | |
| 2024 | 405,077 | - | - | - | 129,998 | 129,998 | 40,000 | 10,530 | 585,605 | |
| 2023 | 318,961 | 300,0001 | - | - | 469,985 | 469,985 | 54,000 | 10,080 | 1,153,026 | |
| 2022 | - | - | - | - | - | - | - | - | - | |
| 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 | |
| 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 | |
| 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 |
| 1. | In 2023, the Compensation Committee agreed to provide |
| 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: |
| 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 |
| 4. | For 2024, the amounts summarized include payments made in 2024 for the discretionary 2023 performance-based cash incentive awards. |
| 5. | Amounts for 2024 are summarized below under the heading "All Other Compensation." |
| 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. |
| 7. | The base salary for |
48
Non-qualified Deferred Compensation Table
| 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 |
|
| - | - | 705,813 | - | 4,737,571 | |
| - | - | - | - | - | |
| - | - | - | - | - | |
| - | - | - | - | - | |
| 260,806 | - | 49,428 | - | 483,749 | |
| - | - | - | - | - |
| 1. | Amounts set forth in this column were reported as compensation to the NEOs in the Summary Compensation Table for previous years. |
All Other Compensation Table
The following table describes the perquisites and other compensation received by the NEOs during 2024:
| Perquisite | ||||||
| Use of Aircraft | - | - | - | - | - | - |
| Automobile | - | - | - | - | - | |
| - | - | - | - | |||
| Group Term/Executive Life Premiums | ||||||
| Perquisites | - | - | - | - | - | |
| 401(k) Plan Matching Contributions | - | |||||
| Total |
1. Commuting expenses as provided in
49
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:
| Grant Date |
Stock Award Description |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 |
Estimated Future Payouts Under Equity Incentive Plan Awards2 |
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 | ||||
| - | - | - | - | - | - | - | - | - | ||
| - | Cash Incentive | - | 625,000 | - | - | - | - | - | - | |
| New Hire RSU | - | - | - | - | - | - | 288,392 | 3,999,997 | ||
| Annual PRSU | - | - | - | 77,320 | 154,639 | 231,959 | - | 899,999 | ||
| Retention RSU | - | - | - | - | - | - | 60,137 | 349,997 | ||
| - | Cash Incentive | - | 160,000 | - | - | - | - | - | - | |
| Annual RSU | - | - | - | - | - | - | 17,426 | 129,998 | ||
| - | Cash Incentive | - | 700,000 | -- | - | - | - | - | - | |
| Annual RSU | -- | -- | -- | -- | -- | -- | 167,560 | 1,249,998 | ||
| - | Cash Incentive | -- | 625,000 | -- | -- | -- | -- | -- | -- | |
| Annual RSU | - | - | - | - | - | - | 41,890 | 312,499 | ||
| Annual PRSU | - | - | - | 59,064 | 118,127 | 177,191 | - | 687,499 | ||
| Retention RSU | - | - | - | - | - | - | 42,955 | 249,998 | ||
| -- | Cash Incentive | - | 357,000 | -- | -- | -- | -- | -- | -- | |
| Annual RSU | - | - | - | - | - | - | 28,150 | 209,999 | ||
| Annual PRSU | -- | -- | -- | 18,041 | 36,082 | 54,123 | -- | 209,997 | ||
| Retention RSU | -- | -- | -- | -- | -- | -- | 41,237 | 239,999 | ||
| 1. | Amounts summarized in this column reflect the target bonus opportunity under our 2024 performance-based cash award plan. |
| 2. | Under the 2024 long-term incentive plan approved by the Compensation Committee in 2024, senior executives have an opportunity to eabetween 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. |
| 3. | Amounts set forth in this column represent the number of shares underlying time-in-service-based RSU 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 |
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Outstanding Equity Awards at Year-End
The following table presents information regarding the outstanding equity awards held by each of the NEOs as of
| 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 |
Equity Incentive |
|
| - | - | - | - | - | |
| 288,39216 | 1,439,076 | - | - | ||
| 60,13714 | 300,084 | 154,63915 | 385,824 | ||
| 3364 | 1,677 | - | - | ||
| - | - | 2,94011 | 7,335 | ||
| 8446 | 4,212 | - | - | ||
| 8,15217 | 40,678 | - | - | ||
| 71518 | 3,568 | - | - | ||
| 17,4268 | 86,956 | - | - | ||
| - | - | - | - | - | |
| 39,32710 | 196,242 | 50,00011 | 124,750 | ||
| - | - | 8,58313 | 21,415 | ||
| 41,8909 | 209,031 | - | - | ||
| 42,95514 | 214,345 | 118,12715 | 294,727 | ||
| 6445 | 3,214 | - | - | ||
| 012 | 0 | - | - | ||
| - | - | 10,15011 | 25,324 | ||
| 1,6877 | 8,418 | - | - | ||
| - | - | 5,76813 | 14,391 | ||
| 28,1509 | 140,469 | - | - | ||
| 41,23714 | 205,773 | 36,08215 | 90,025 | ||
| 1. | The dollar amounts are determined by multiplying (i) the number of share units by (ii) |
| 2. | The dollar amounts are determined by multiplying (i) the number of share units reported by 50% (threshold) by (ii) |
| 3. | All outstanding awards were cancelled on |
| 4. | The unvested portion of this time-in-service-based RSU award was scheduled to vest in one installment on |
| 5. | The unvested portion of this time-in-service-based RSU award is scheduled to vest in one installment on |
| 6. | The unvested portion of this time-in-service-based RSU award was scheduled to vest in two equal installments beginning |
| 7. | The unvested portion of this time-in-service-based RSU award is scheduled to vest in two equal installments beginning |
| 8. | The unvested portion of this time-in-service-based RSU award was scheduled vest in three equal installments beginning on |
| 9. | The unvested portion of this time-in-service-based RSU award is scheduled to vest in three equal installments beginning on |
| 10. | The unvested portion of this time-in-service-based RSU award vests in three equal installments beginning on |
| 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. |
| 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. |
| 13. | In connection with the 2023 long-term incentive plan, the unvested portion of this performance based RSU granted on |
| 14. | The unvested portion of this time-in-service based RSU award vests in two equal installments on |
51
| 15. | In connection with the 2024 long-term incentive plan, the unvested portion of this performance-based RSU granted on |
| 16. | The unvested portion of this time-in-service-based RSU award vests in five equal installments beginning on |
| 17. | The unvested portion of this time-in-service based RSU award was scheduled to vest in three equal installments beginning on |
| 18. | The unvested portion of this time-in-service-based RSU award was scheduled to vest in three equal installments beginning on |
Stock Vested
The following table presents information regarding the vesting of RSUs and performance-based RSUs held by NEOs during 2024.
| Stock Awards | ||
|
Number of Shares |
Value Realized on Vesting ($) 1 |
|
| - | - | |
| - | - | |
| 5,340 | 47,862 | |
|
|
23,176 | 212,356 |
| 26,218 | 134,761 | |
| 7,042 | 59,310 | |
| 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
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.
52
Termination and Change in Control Table
The following table lists the NEOs and the estimated amounts they would have become entitled to on
|
Termination Without Cause ($) |
Termination for ($) |
Death ($) |
Disability ($)1 |
Termination in ($) |
||
| Cash | 2 | - | - | 100 | 2 | |
| Equity Acceleration | - | - | - | - | - | |
| Continued Benefits3 | 202,259 | - | - | - | - | |
|
Accidental Death & Dismemberment Insurance (AD&D) |
- | - | 200,000 | 200,000 | - | |
| Life Insurance5 | - | - | 200,000 | - | - | |
| Total | 202,261 | - | 400,000 | 200,100 | 2 | |
| Cash | 1,102,0456 | - | - | 52,083 | 1,461,750 | |
| Equity Acceleration2 | 277,7437 | - | - | - | 2,510,8082 | |
| Continued Benefits4 | 28,380 | - | - | 28,380 | ||
| AD&D | 22 | - | 200,000 | 200,000 | 22 | |
| Life Insurance5 | 341 | - | 200,000 | - | 341 | |
| Total | 1,408,531 | - | 400,000 | 252,083 | 4,001,301 | |
| Cash | 285,2318 | - | - | 12,000 | 285,2318 | |
| Equity Acceleration2 | - | - | - | - | 148,0932 | |
| Continued Benefits | - | - | - | - | - | |
| AD&D | - | - | - | - | - | |
| Life Insurance | - | - | - | - | - | |
| Total | 285,231 | - | - | 12,000 | 433,324 | |
|
Swanback |
Cash | - | - | - | - | - |
| Equity Acceleration | - | - | - | - | - | |
| Continued Benefits | - | - | - | - | - | |
| AD&D | - | - | - | - | - | |
| Life Insurance | - | - | - | - | - | |
| Total | - | - | - | - | - | |
| Cash | 1,123,3756 | -- | -- | 52,083 | 1,435,875 | |
| Equity Acceleration2 | -- | -- | -- | - | 1,439,0262 | |
| Continued Benefits4 | 36,358 | -- | -- | - | 48,477 | |
| AD&D | 32 | -- | 200,000 | 200,000 | 43 | |
| Life Insurance5 | 511 | -- | 200,000 | - | 682 | |
| Total | 1,160,276 | -- | 400,000 | 252,083 | 2,924,103 | |
| Cash | 630,000 | -- | - | 35,000 | 1,050,000 | |
| Equity Acceleration2 | -- | - | - | - | 604,6912 | |
| Continued Benefits4 | 17,739 | - | - | - | 17,739 | |
| AD&D | 22 | - | 200,000 | 200,000 | 22 | |
| Life Insurance5 | 341 | - | 200,000 | - | 341 | |
| Total | 648,101 | -- | 400,000 | 235,000 | 1,672,792 |
| 1. | Under the employment agreements of |
| 2. | Upon a termination in connection with a change in control, the dollar amounts represent the value of unvested equity awards that would vest upon a termination in connection with a change in control. The values include the value of all time-based RSUs plus the value of the 2022, 2023, and 2024 long-term incentive plan awards at target. For |
| 3. | Pursuant to his employment agreement, |
| 4. | Under the employment agreements of our NEOs, except for |
53
| 5. | Includes $200,000 of basic life insurance provided by the Company. |
| 6. | Under the employment agreement for |
| 7. | Upon a termination without cause for |
| 8. | Under TTEC's severance policy, |
Note: Values for
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 |
| ● | 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 |
| ● | 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 |
| ● | 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 |
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.
54
Pay Versus Performance (PvP) Table
The table below shows compensation actually paid (as defined by the
| Value of an Initial $100 Investment Based on 12/31/19 |
Company Selected Measure | |||||||
|
Fiscal Year |
Summary for PEO1,2 |
Compensation to PEO1,3 |
Average Table Total For Non-PEO |
Average to Non-PEO NEOs1,5 |
Total Stockholder Return6 |
Total Stockholder Return7 |
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 |
| 1. | The NEOs included in these columns reflect the following individuals: |
| Year | PEO | Non-PEO NEOs |
| 2024 | ||
| 2023 | ||
| 2022 | ||
| 2021 | ||
| 2020 |
| 2. | Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. |
| 3. | Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable |
| 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. |
| 5. | The amounts in column "Average Compensation Actually Paid" for non-PEO NEOs represent the average amount of compensation paid to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' total compensation for each year to determine the compensation actually paid. See "Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs" table below for additional information. |
| 6. | Total Stockholder Retu(TSR) represents the cumulative retuon a fixed investment of $100 in the Company's common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
| 7. | Peer Group Total Stockholder Returepresents the cumulative retuon a fixed investment of $100 in the same Customized Peer Group utilized in our annual 10-K Stock Performance Graph ( |
| 8. | The dollar amounts reported represent the net income reflected in the Company's audited financial statements for the applicable year. |
| 9. | We use pre-bonus adjusted Operating Income as a performance measure in our annual cash-based incentive plan. Refer to "Reconciliation of Non-GAAP Income from Operations" table on page60for 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
|
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 |
| 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 |
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.
55
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.
Most Important Performance Measures
Following is an unranked list of the financial performance measures we consider most important in linking company performance and compensation actually paid to our NEOs for the most recently completed fiscal year. Further information on our performance measures is described in ourCompensation Discussion & Analysis (CD&A) above.
| ● | Pre-Bonus Adjusted Operating Income |
| ● | Revenue |
| ● | Adjusted EBITDA |
Relationship Between Compensation Actually Paid and Performance
As described inCompensation 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:
56
Relationship between CAP vs. Net Income
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company's Net Income:
Relationship between CAP vs. Pre-Bonus Adjusted Operating Income
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company's pre-bonus adjusted Operating Income:
57
| 12 Months ended December 31, | |||||||
| Reconciliation of Non-GAAP Pre-Bonus Operating Income: | 2024 | 2023 | 2022 | 2021 | 2020 | ||
| Income from Operations | ($173,520) | $118,021 | $168,543 | $217,192 | $204,692 | ||
| Restructuring charges, net | 10,152 | 8,041 | 5,673 | 3,807 | 3,264 | ||
| Impairment losses | 244,093 | 11,733 | 13,749 | 11,254 | 5,809 | ||
| Cybersecurity incident related impact, net of insurance recovery | - | (3,210) | (3,610) | 13,659 | - | ||
| Software accelerated amortization | - | - | 8,509 | - | - | ||
| Write-off of acquisition related receivable | - | - | 900 | - | - | ||
| Property costs not related to operations | 2,233 | 1,501 | - | - | - | ||
| Liability related to notifications triggered by labor scheme1 | (187) | 6,000 | - | - | - | ||
| Grant income for pandemic relief | - | 40 | - | (8,142) | - | ||
| Change in acquisition related obligation | - | 483 | - | - | - | ||
| Bonus expense related to current year | 7,471 | 12,064 | 7,406 | 17,908 | 26,147 | ||
| Fees related to non-binding offer | 1,956 | - | - | - | - | ||
| Acquisition related income excluded for bonus achievement calculation | - | - | (3,334) | - | (2,428) | ||
| Reversal of acquisition-related deferred revenue excluded for bonus achievement | - | - | - | (4,305) | - | ||
| Pre-Bonus Adjusted Operating Income | $92,198 | $154,673 | $197,836 | $251,373 | $237,484 | ||
| 1. | For further information, please see discussion in the Risk Factors section of the 2023 Form 10-K filed on February 29, 2024. |
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2024, the number of shares of our common stock to be issued upon exercise of outstanding options, RSUs, warrants and rights, the weighted-average exercise price of outstanding options, warrants and rights, and the number of securities available for future issuance under equity-based compensation plans:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, RSUs, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the Second Column) |
|||
| Equity compensation plans approved by security holders | 4,238,4741 | - | 3,310,105 | |||
| Equity compensation plans not approved by security holders | - | - | - | |||
| Total | 4,238,4741 | - | 3,310,105 |
| 1. | Reflects 4,238,238 RSUs/PRSUs outstanding under the 2020 equity incentive plan. |
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee (i) was an officer or employee of the Company, (ii) was formerly an officer of the Company, or (iii) had any relationship requiring disclosure under the
58
COMPENSATION COMMITTEE REPORT
The Committee evaluates and establishes compensation for TTEC executive officers and oversees the equity-based compensation plans, performance-based cash incentive plans, and other management incentives and perquisite programs. The Committee also considered the impact of the COVID-19 pandemic on the performance of the Company and executive compensation.
The Committee reviewed and discussed with the Company's management the "Compensation Discussion and Analysis"(CD&A) materials presented in this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board that the CD&A be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as incorporated by reference from this Proxy Statement.
| Compensation Committee | |
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GAAP TO NON-GAAP RECONCILIATION OF CERTAIN FINANCIAL MEASURES
The following tables reconcile our operating income and Earnings Per Share (EPS) from the GAAP results to the Non-GAAP comparisons for years ended December 31, 2024 and 2023.
| 12 Months ended December 31, |
||||
|
Reconciliation of Non-GAAP Income from Operations: |
2024 | 2023 | ||
| Income from Operations | $(173,520) | $118,021 | ||
| Restructuring charges, net | 10,152 | 8,041 | ||
| Impairment losses | 244,093 | 11,733 | ||
| Cybersecurity incident related impact, net of insurance recovery | - | (3,210) | ||
| Fees related to non-binding offer | 1,956 | - | ||
| Property costs not related to operations | 2,233 | 1,501 | ||
| Liability related to notifications triggered by labor scheme1 | (187) | 6,000 | ||
| Grant income for pandemic relief | - | 40 | ||
| Change in acquisition related obligation | - | 483 | ||
| Equity-based compensation expenses | 18,690 | 22,071 | ||
| Amortization of purchased intangibles | 33,039 | 35,759 | ||
| Non-GAAP Income from Operations | $136,456 | $200,439 | ||
| Non-GAAP Income from Operations Margin | 6.2% | 8.1% | ||
| 12 Months ended December 31, |
||||
|
Reconciliation of Non-GAAP EPS: |
2024 | 2023 | ||
| Net Income | $(310,617) | $18,264 | ||
| Add: Asset impairment and restructuring charges | 254,245 | 19,774 | ||
| Add: Equity-based compensation expenses | 18,690 | 22,071 | ||
| Add: Amortization of purchased intangibles | 33,039 | 35,759 | ||
|
Add: Cybersecurity incident related impact, net of insurance recovery |
- | (3,210) | ||
| Add: Gain on sale of property | (15,453) | - | ||
| Add: Fees related to non-binding offer | 1,956 | - | ||
| Add: Property costs not related to operations | 2,233 | 1,501 | ||
| Add: Liability related to notifications triggered by labor scheme1 | (187) | 6,000 | ||
| Add: Grant income for pandemic relief | - | 40 | ||
| Add: Change in acquisition related obligation | - | 483 | ||
| Add: Changes in acquisition contingent consideration | (1,496) | 7,480 | ||
| Add: Foreign SS Tax recovery | (853) | - | ||
| Add: Foreign VAT Receivable write-off | 770 | - | ||
| Add: Changes in escrow balance related to acquisition | - | 625 | ||
| Add: Loss on dissolution of subsidiary | - | 301 | ||
| Add: Foreign exchange loss / (gain), net | 420 | 1,950 | ||
|
Less: Changes in valuation allowance, retuto provision adjustments and other, and tax effects of items separately disclosed above |
50,860 | (7,859) | ||
| Non-GAAP Net Income | $33,607 | $103,179 | ||
| Diluted shares outstanding | 47,614 | 47,419 | ||
| Non-GAAP EPS | $0.71 | $2.18 | ||
| 1. | For further information, please see discussion in the Risk Factors section of the 2023 Form 10-K filed on February 29, 2024. |
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PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL NO. 1: ELECTION OF DIRECTORS
We are seeking your support to elect 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.
| Director | Age | Director Since | Independent | Qualifications |
| 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 |
||
| 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 |
|
| 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 |
|
| 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 |
|
| 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 |
61
| 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 |
|
| 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 |
|
Limits on Director Service on Other Public Company Boards
TTEC has a highly effective and engaged Board, and we believe that our directors' service on other companies' boards enables them to contribute valuable knowledge and perspective to TTEC's Board activities. Nonetheless, the Board is sensitive to the external obligations of its directors and the potential for overboard to compromise their ability to effectively serve the Company. Our Corporate Governance Guidelines limit each director's service on other boards of public companies to 1-4, depending on their circumstances. Directors whose main job is to sit on boards are limited to four (4) public company board memberships, other than the TTEC Board, and to two (2) audit committee memberships; while those who are employed by a public company may only be on the TTEC Board in addition to the board of their employer. Further, the ability of each director to devote sufficient time and attention to director duties is expressly considered as part of the annual Board evaluation process, which aims to evaluate the effectiveness and engagement of TTEC's directors.
While the Board considers its directors' outside directorships during this evaluation process, the Board recognizes that this is one of many outside obligations which could potentially impair a director's capacity to dedicate sufficient time and focus to their service on the TTEC Board. As such, the Board evaluates many factors when assessing the effectiveness and active involvement of each director. Such other factors include:
| ● | The director's attendance at Board and committee meetings. |
| ● | The director's participation and level of engagement during these meetings. |
| ● | The role played by the director on the Board, as well as on the other boards, including committee membership and chairmanship. |
| ● | The experience and expertise of the director, including both relevant industry experience and service on other public company boards, which enable the director to serve on multiple boards effectively. |
Director Term, Availability, and Ability to Serve
We schedule our Board and committee meetings up to three full years in advance to ensure directors' availability and maximum participation. Directors are elected for a one-year term only and, accordingly, there is an opportunity to evaluate annually each director's ability to serve.
If any of the nominees become unable or unwilling to serve before the Annual Stockholder Meeting, shares represented by valid proxies will be voted FOR the election of such other person as our Board may nominate, or the number of directors that constitutes the full Board may be reduced to eliminate the vacancy. Those elected to the TTEC Board at the 2025 Annual Meeting of Stockholders are expected to hold office until the next Annual Meeting when their successors are duly elected and qualified.
62
Nominations of Directors
While our Board and its Nominating and Governance Committee have not set specific minimum qualifications for director qualifications, they believe that it is important that TTEC directors, as a group, have the following attributes:
| ● | Exceptional business savvy and leadership experience; |
| ● | Highest integrity; |
| ● | Exceptional business judgment proven in prior roles; |
| ● | Public company board or operational experience; |
| ● | Diversity of perspectives; |
| ● | Global/international experience; |
| ● | Industry and technical experience relevant to TTEC's business and aligned with its growth strategy; |
| ● | Financial expertise; |
| ● | Risk management experience; |
| ● | Technology, digital, artificial intelligence, and machine learning experience; |
| ● | Knowledge of our client verticals; |
| ● | Objective, independent, and pragmatic approach to business decisions; |
| ● | Willingness to devote time and attention to TTEC's affairs and its stockholders' interests; and |
| ● | Appreciation of the role of the corporation in society and commitment to sustainable business strategy and social responsibility. |
As part of the nomination process, the Nominating and Governance Committee of the Board carefully considers strategic objectives of the Company and evaluates them against the Board composition and skill set of each director. The Nominating and Governance Committee of the Board considers potential candidates for membership on the Board of Directors throughout the year based on the recommendations brought forward by members of the Board, members of management, professional executive search firms, and stockholders. When evaluating candidates for recommendation to stand for election to the Board, the Nominating and Governance Committee of the Board considers each potential nominee's skills, experience in areas of current significance to the Company, diversity, independence, the Board's skills and dynamic as a group, and the candidate's ability to devote adequate time to the Board's duties. Candidates selected by the Nominating and Governance Committee of the Board are recommended to our Board for consideration and the Board recommends the candidates as a nominated slate to stockholders.
The Nominating and Governance Committee of the Board will consider stockholder recommendations for Board candidates if the names and qualifications of such candidates are submitted in writing to our Corporate Secretary in accordance with our Amended and Restated Bylaws. The Nominating and Governance Committee of the Board considers properly submitted stockholders' nominees in the same manner as it evaluates other candidates.
2025 Director Nominees
|
Age: 65 Director since 1994 TTEC Board Committees: ●Executive (Chair) Directorships: ●Tuchman Family Foundation ●Denver Center for the Performing Arts |
63
|
Age: 72 Director since 2016 TTEC Board Committees: ●Security & Technology (Interim Chair) ●Audit ●Nominating and Governance ●Executive Past Directorships: ● ● In 2014, |
|
|
Age: 63 Director since 2013 TTEC Board Committees: ●Compensation (Chair) ●Executive Directorships: ● ● Past Directorships: ●MedExpress ● ● Since 2020, Previously, |
64
|
Age: 70 Director since 2012 TTEC Board Committees: ●Audit (Chair) ●Compensation ●Security & Technology Directorships: ● ● Past Directorships: ●HaulHound.com ● ● ●Tanning Technology Corporation (NASDAQ:TANN) Between 2012 and 2014, |
|
|
Age: 73 Director since 2012 TTEC Committees: ●Nominating and Governance (Chair) ●Audit ●Compensation ●Executive Directorships: ●Wedgewood Enterprises Corporation Past Directorships: ●Accenture (NYSE:ACN) ● ●Avanade (a JV between Accenture and Microsoft) ● |
65
|
Age: 65 Director since 2014 TTEC Committees: ●Nominating and Governance Directorships: ●Rwanda Capital Market Authority ●Victoria Falls International Financial Center Past Directorships: ●Bank of ● ●Astana Financial Services Authority ●KazKommertsBank ● ● |
|
|
Age: 59 Director since 2021 TTEC Committees: ●Compensation ●Security and Technology Directorships: ● ● ● ● ●InterWell Health Past Directorships: ● ● |
Required Vote
The seven director nominees receiving the highest number of affirmative votes of the outstanding shares of common stock present or represented by proxy and voting at the Annual Meeting will be elected as directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
Recommendation of the Board
Our Board recommends that you vote "FOR" all of the nominees for election to our Board.
66
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with its charter, the Audit Committee of the Board has selected
Fees Paid to Accountants
| 2024 | 2023 | ||
| Audit fees | $4,939 | $4,856 | |
| Audit-related fees | $ 72 | $ - | |
| Tax fees | $ - | $ - | |
| All other fees | $ 3 | $ 1 | |
| Total | $ 5,014 | $ 4,857 |
Audit Fees
This category includes the audit of our annual financial statements; review of financial statements included in our quarterly reports on Form 10-Q; the audit of management's assessment of the effectiveness of our internal control over financial reporting, as well as the audit of the effectiveness of our internal control over financial reporting included in our 2024 Annual Report on Form 10-K and as required by Section 404 of the Sarbanes-Oxley Act of 2002; and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for current and prior years. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by non-
Audit-Related Fees
This category consists of assurance and related services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." Audit-related fees included accounting consultations and other attestation procedures.
Tax Fees
This category consists of professional services rendered by the independent registered public accounting firm, primarily in connection with our tax planning and compliance activities, including the preparation of tax returns in certain overseas jurisdictions and technical tax advice related to the preparation of tax returns.
All Other Fees
This category consists of professional services related to expatriate services and other nonrecurring miscellaneous services.
The Audit Committee of the Board has considered whether the independent registered public accounting firm's provision of non-audit services is compatible with their independence and determined that it is compatible. All of the services provided by
67
Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services
All audit and non-audit services provided by
Required Vote
Ratification of the appointment of
Recommendation of the Board and the Audit Committee
Our Board and the Audit Committee of the Board recommend that you vote "FOR" Proposal No. 2.
68
ADDITIONAL INFORMATION
Stockholder Submission of Nominations and Proposals
In order for a proposal of a stockholder to be included in the Proxy Statement and form(s) of proxy relating to our 2026 Annual Meeting of Stockholders, the proposal must be in writing and received by our Corporate Secretary at 100 Congress Avenue, Suite 1425,
If a stockholder wishes to present a proposal at the 2026 Annual Meeting of Stockholders and this proposal is not intended to be included in the related proxy statement and form of proxy, or this stockholder intends to submit a director nomination at the 2026 Annual Meeting of Stockholders, our Bylaws require that the stockholder notify us in writing on or before February 21, 2026, but no earlier than January 22, 2026. The notice must include the information required by our Bylaws, which may be obtained on our website at ttec.comunder the "Investors" and "Corporate Governance" tabs. If the stockholder does not meet the applicable deadline or comply with the requirements found in the
Other Business
We know of no other matter to be acted upon at the 2025 Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, however, the persons named in the accompanying proxy card as proxies for the holders of our common stock will vote thereon in accordance with their best judgment.
Annual Report
Our 2024 Annual Report is being delivered to the stockholders together with this Proxy Statement. The Annual Report is not part of the proxy materials, however. Additional copies of our 2024 Annual Report may be obtained without charge upon request made to
By Order of the Board of Directors
Chairman and Chief Executive Officer
April 11, 2025
69
|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, |
|
V68665-P26857 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and TTEC Annual Report on Form 10-K and related information including TTEC CEO's Letter to Stockholders are available at www.proxyvote.com. Please date, sign and mail your proxy card in the enclosed envelope as soon as possible. This Proxy is Solicited on Behalf of The Board of Directors of |
Attachments
Disclaimer
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Proxy Statement (Form DEF 14A)
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