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TTEC Holdings Inc

For the period ended May 22, 2025. Filed Apr 11, 2025.

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About this filing

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

TTEC$1.38-6.8%Stored close · as of Nov 6, 2026
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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
☐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

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
☐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 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 SUMMARY1
MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING1
OUR COMPANY2
2024 PERFORMANCE HIGHLIGHTS4
CORPORATE GOVERNANCE HIGHLIGHTS5
DIRECTOR EXPERIENCE7
IMPACT AND SUSTAINABILITY: HUMANITY FIRST8
2025 BOARD NOMINEES9
2024 EXECUTIVE COMPENSATION HIGHLIGHTS10
GENERAL INFORMATION11
IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES11
CORPORATE GOVERNANCE16
Board Leadership Structure16
Board Risk Oversight18
Communications with The Board19
Board Committees19
Audit Committee20
Compensation Committee21
Nominating and Governance Committee21
Security and Technology Committee22
Executive Committee22
Ethics Code for Executive and Financial Officers23
Director Compensation Overview23
AUDIT COMMITTEE REPORT24
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS27
TTEC Hedging/Pledging Restrictions28
RELATED-PARTY TRANSACTIONS28
EXECUTIVES AND EXECUTIVE COMPENSATION28
TTEC Executive Officers28
COMPENSATION DISCUSSION AND ANALYSIS30
2024 Performance Highlights30
Named Executive Officers30
2024 Executive Compensation Summary31
CONSIDERATION OF “SAY-ON-PAY” VOTE32
CONSIDERATION OF “FREQUENCY ON SAY-ON-PAY” VOTE32
EXECUTIVE LEADERSHIP TEAM COMPENSATION APPROACH AND STRUCTURE33
Our Approach to Executive Leadership Compensation33
EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE34
OVERSIGHT OF OUR EXECUTIVE COMPENSATION PROGRAM35
Role of the Compensation Committee of the Board35
How We Use Compensation Consultants35
How We Use Peer Group, Survey, and Benchmark Data36
CEO COMPENSATION37
2024 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS37
PERFORMANCE-BASED CASH INCENTIVE AWARDS38
Performance-Based Cash Incentives Funding Criteria38
Individual Performance Targets and Awards for Performance-Based Cash Incentives38
Cash Award Funding Paid in 2024 for 2023 Performance38
Cash Incentives Paid in 2024 for 2023 Performance39
Cash Award Funding Paid in 2025 for 2024 Performance39
Cash Incentives Paid in 2025 For 2024 Performance40
EQUITY INCENTIVE AWARDS40
Annual Restricted Stock Unit Grants40
Long-Term Incentive Plans (LTIP)41
2022 Value Creation Program (VCP)43
Incentive Recoupment Policy43
Insider Trading Policy44
Policies and Practices Related to the Grant of Certain Equity Awards44
EMPLOYMENT AGREEMENTS44
COMPENSATION RISK ASSESSMENT47
TAX CONSIDERATIONS47
ACCOUNTING CONSIDERATIONS48
EXECUTIVE COMPENSATION TABLES48
Summary Compensation Table for 202448
Non-qualified Deferred Compensation Table49
All Other Compensation Table49
Grants of Plan-Based Awards50
Outstanding Equity Awards at Year-End51
Stock Vested52
Potential Payments Upon Termination or Change in Control52
Termination and Change in Control Table53
2024 CEO Pay Ratio54
Pay Versus Performance54
Equity Compensation Plan Information58
Compensation Committee Interlocks and Insider Participation58
COMPENSATION COMMITTEE REPORT59
GAAP TO NON-GAAP RECONCILIATION OF CERTAIN FINANCIAL MEASURES60
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING61
PROPOSAL NO. 1: ELECTION OF DIRECTORS61
Limits on Director Service on Other Public Company Boards62
Director Term, Availability, and Ability to Serve62
Nominations of Directors63
2025 Director Nominees63
Required Vote66
Recommendation of the Board66
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM67
Fees Paid to Accountants67
Audit Fees67
Audit-Related Fees67
Tax Fees67
All Other Fees67
Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services68
Required Vote68
Recommendation of the Board and the Audit Committee68
ADDITIONAL INFORMATION69
Stockholder Submission of Nominations and Proposals69
Other Business69

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.