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
Contents
Pay Versus Performance
In 2022, the Securities and Exchange Commission (the “SEC”) adopted Pay versus Performance (PvP) rules as required by the Dodd–Frank Wall Street Reform and Consumer Protection Act. These rules require that companies disclose how NEOs’ “Compensation Actually Paid” relates to the disclosures in the Summary Compensation Table and to the financial performance of the Company.
The following Pay Versus Performance (PvP) Table summarizes the key points demonstrated in the accompanying tables.
Pay Versus Performance (PvP) Table
The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO NEOs”:
| Value of an Initial $100 Investment Based on 12/31/19 · Company Selected Measure | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year | Summary Compensation Table Total for PEO1,2 | Compensation Actually Paid to PEO1,3 | Average Summary Compensation Table Total For Non-PEO NEOs1,4 | Average Compensation Actually Paid to Non-PEO NEOs1,5 | Total Stockholder Return6 | Peer Group 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 | Kenneth D. Tuchman | Kenneth "Kenny" R. Wagers, Francois Bourret, Michelle "Shelly" R. Swanback, David J. Seybold, Margaret B. McLean |
| 2023 | Kenneth D. Tuchman | Michelle "Shelly" R. Swanback, Francois Bourret, Dustin J. Semach, David J. Seybold, Margaret B. McLean |
| 2022 | Kenneth D. Tuchman | Dustin J. Semach, Michelle "Shelly" R. Swanback, Regina M. Paolillo, David J. Seybold |
| 2021 | Kenneth D. Tuchman | Regina M. Paolillo, Richard S. Erickson, Judi A. Hand, Margaret B. McLean, Dustin J. Semach |
| 2020 | Kenneth D. Tuchman | Regina M. Paolillo, Martin F. DeGhetto, Richard S. Erickson, Judi A. Hand, Margaret B. McLean |
| 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 SEC rules (Item 402(v) of Regulation S-K). Since Mr. Tuchman does not currently receive equity grants, there are no equity adjustments recorded and the dollar amounts reflect the actual amount of compensation earned during the applicable year. |
| 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 Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
| 7. | Peer Group Total Stockholder Return represents the cumulative return on a fixed investment of $100 in the same Customized Peer Group utilized in our annual 10-K Stock Performance Graph (Accenture Plc, Cognizant Technology Solutions Corp, Concentrix Corp, Globant S.A., Teleperformance, Telus International) for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
| 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 page 60 for reconciliations from GAAP figures to pre-bonus adjusted operating figures. TTEC presents company performance metrics on a non-GAAP basis to more accurately convey the performance of the business, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges, cybersecurity incident-related costs, changes in acquisition contingent considerations, and one-time non-recurring items. |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs
| Fiscal Year | Summary Compensation Table Total | (Minus): Grant Date Value of Equity Awards Granted in the Fiscal Year | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | Compensation Actually Paid |
|---|---|---|---|---|---|---|---|---|---|
| 2024 | $2,399,937 | ($1,707,996) | $686,372 | ($441,083) | $0 | ($176,879) | $0 | $0 | $760,350 |
| 2023 | $1,782,960 | ($1,260,497) | $300,520 | ($546,207) | $0 | ($38,247) | ($99,593) | $0 | $138,937 |
| 2022 | $6,423,892 | ($5,971,533) | $1,427,926 | $38,389 | $48,620 | ($126,588) | ($338,408) | $0 | $1,502,297 |
| 2021 | $2,045,642 | ($758,623) | $315,295 | $753,592 | $153,446 | $235,747 | $0 | $0 | $2,745,100 |
| 2020 | $1,917,864 | ($966,385) | $797,796 | $297,612 | $375,662 | $38,641 | ($135,374) | $0 | $2,325,816 |
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.
The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date value of the awards as reported in the Summary Compensation Table, except for the fair value calculations of performance-based equity awards, which reflect the currently known probable outcome of the performance vesting conditions as of each measurement date.
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 inCompensation 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:
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:
| 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. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.