TTEC Holdings Inc
For the period ended May 22, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant |
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| ☐ | Filed by a Party other than the Registrant |
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CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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TTEC Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ☑ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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Dear Stockholders:
It is my pleasure to invite you to join us at the Annual Meeting of Stockholders of TTEC Holdings, Inc. The meeting will be held on Thursday, May 22, 2025, at 10:00 a.m. Central Daylight Time, and will be conducted virtually. You will be able to attend the Annual Meeting, vote, and submit your questions during the live webcast of the meeting by visiting http://www.virtualshareholdermeeting.com/TTEC2025 and entering the 16-digit control number included in our notice of internet availability within the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials.
As permitted by the Securities and Exchange Commission (SEC), we are making our proxy materials available to our stockholders electronicallyvia** the internet. In our business, we are focused on improving the engagement between our clients and their customers. Our aspirations with respect to our stockholders are no different. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual Stockholders Meeting, reduces costs significantly, and enhances our stockholders’ experience in accessing our information, understanding our business, and the way in which TTEC is governed and managed.
For additional information about the Annual Meeting, please see theImportant Information About the Proxy Materials and Voting Your Shares section 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,
KENNETH D. TUCHMAN
Chairman and Chief Executive Officer
Principal Executive Office
Notice of 2025 Annual Meeting of Stockholders
Thursday, May 22, 2025
10:00 a.m. Central Daylight Time
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 PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025; and |
| ● | 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 March 31, 2025, will be entitled to receive notice of, and to vote at, the 2025 Annual Stockholders Meeting. Our total shares outstanding on the Record Date are 47,804,123.
By Order of the Board of Directors
Margaret B. McLean
General Counsel and Chief Risk Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 22, 2025: This Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report are available atttec.com**.**
| REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | |
|---|---|
| VIA INTERNET Visit the website listed on your proxy card. | BY MAIL Sign, date and return your proxy card in the enclosed envelope. |
| BY TELEPHONE Call the telephone number on your proxy card. | AT THE VIRTUAL MEETING Attend the Annual Meeting virtually and vote using the URL provided above. |
| ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS. You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery. | |
Table of Contents
| PROXY STATEMENT EXECUTIVE SUMMARY | 1 |
|---|---|
| MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING | 1 |
| OUR COMPANY | 2 |
| 2024 PERFORMANCE HIGHLIGHTS | 4 |
| CORPORATE GOVERNANCE HIGHLIGHTS | 5 |
| DIRECTOR EXPERIENCE | 7 |
| IMPACT AND SUSTAINABILITY: HUMANITY FIRST | 8 |
| 2025 BOARD NOMINEES | 9 |
| 2024 EXECUTIVE COMPENSATION HIGHLIGHTS | 10 |
| GENERAL INFORMATION | 11 |
| IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES | 11 |
| CORPORATE GOVERNANCE | 16 |
| Board Leadership Structure | 16 |
| Board Risk Oversight | 18 |
| Communications with The Board | 19 |
| Board Committees | 19 |
| Audit Committee | 20 |
| Compensation Committee | 21 |
| Nominating and Governance Committee | 21 |
| Security and Technology Committee | 22 |
| Executive Committee | 22 |
| Ethics Code for Executive and Financial Officers | 23 |
| Director Compensation Overview | 23 |
| AUDIT COMMITTEE REPORT | 24 |
| STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS | 27 |
| TTEC Hedging/Pledging Restrictions | 28 |
| RELATED-PARTY TRANSACTIONS | 28 |
| EXECUTIVES AND EXECUTIVE COMPENSATION | 28 |
| TTEC Executive Officers | 28 |
| COMPENSATION DISCUSSION AND ANALYSIS | 30 |
| 2024 Performance Highlights | 30 |
| Named Executive Officers | 30 |
| 2024 Executive Compensation Summary | 31 |
| CONSIDERATION OF “SAY-ON-PAY” VOTE | 32 |
| CONSIDERATION OF “FREQUENCY ON SAY-ON-PAY” VOTE | 32 |
| EXECUTIVE LEADERSHIP TEAM COMPENSATION APPROACH AND STRUCTURE | 33 |
| Our Approach to Executive Leadership Compensation | 33 |
| EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE | 34 |
| OVERSIGHT OF OUR EXECUTIVE COMPENSATION PROGRAM | 35 |
| Role of the Compensation Committee of the Board | 35 |
| How We Use Compensation Consultants | 35 |
| How We Use Peer Group, Survey, and Benchmark Data | 36 |
| CEO COMPENSATION | 37 |
| 2024 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS | 37 |
| PERFORMANCE-BASED CASH INCENTIVE AWARDS | 38 |
| Performance-Based Cash Incentives Funding Criteria | 38 |
| Individual Performance Targets and Awards for Performance-Based Cash Incentives | 38 |
| Cash Award Funding Paid in 2024 for 2023 Performance | 38 |
| Cash Incentives Paid in 2024 for 2023 Performance | 39 |
| Cash Award Funding Paid in 2025 for 2024 Performance | 39 |
| Cash Incentives Paid in 2025 For 2024 Performance | 40 |
| EQUITY INCENTIVE AWARDS | 40 |
| Annual Restricted Stock Unit Grants | 40 |
| Long-Term Incentive Plans (LTIP) | 41 |
| 2022 Value Creation Program (VCP) | 43 |
| Incentive Recoupment Policy | 43 |
| Insider Trading Policy | 44 |
|---|---|
| Policies and Practices Related to the Grant of Certain Equity Awards | 44 |
| EMPLOYMENT AGREEMENTS | 44 |
| COMPENSATION RISK ASSESSMENT | 47 |
| TAX CONSIDERATIONS | 47 |
| ACCOUNTING CONSIDERATIONS | 48 |
| EXECUTIVE COMPENSATION TABLES | 48 |
| Summary Compensation Table for 2024 | 48 |
| Non-qualified Deferred Compensation Table | 49 |
| All Other Compensation Table | 49 |
| Grants of Plan-Based Awards | 50 |
| Outstanding Equity Awards at Year-End | 51 |
| Stock Vested | 52 |
| Potential Payments Upon Termination or Change in Control | 52 |
| Termination and Change in Control Table | 53 |
| 2024 CEO Pay Ratio | 54 |
| Pay Versus Performance | 54 |
| Equity Compensation Plan Information | 58 |
| Compensation Committee Interlocks and Insider Participation | 58 |
| COMPENSATION COMMITTEE REPORT | 59 |
| GAAP TO NON-GAAP RECONCILIATION OF CERTAIN FINANCIAL MEASURES | 60 |
| PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 61 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 61 |
| Limits on Director Service on Other Public Company Boards | 62 |
| Director Term, Availability, and Ability to Serve | 62 |
| Nominations of Directors | 63 |
| 2025 Director Nominees | 63 |
| Required Vote | 66 |
| Recommendation of the Board | 66 |
| PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 |
| Fees Paid to Accountants | 67 |
| Audit Fees | 67 |
| Audit-Related Fees | 67 |
| Tax Fees | 67 |
| All Other Fees | 67 |
| Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services | 68 |
| Required Vote | 68 |
| Recommendation of the Board and the Audit Committee | 68 |
| ADDITIONAL INFORMATION | 69 |
| Stockholder Submission of Nominations and Proposals | 69 |
| Other Business | 69 |
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
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