TTEC Holdings, Inc DEF 14A, filed Apr 10, 2024

TTEC Holdings, Inc. (TTEC)

DEF 14A 2024-04-10 For: 2024-05-22

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Added on June 12, 2026

About this DEF 14A

TTEC Holdings, Inc filed this DEF 14A on April 10, 2024.

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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.

PROXY STATEMENT EXECUTIVE SUMMARY	1
MATTERS TO BE VOTED ON AT THE 2024 ANNUAL MEETING	1
OUR COMPANY	2
2023 PERFORMANCE HIGHLIGHTS	3
CORPORATE GOVERNANCE HIGHLIGHTS	4
DIRECTOR EXPERIENCE	6
IMPACT AND SUSTAINABILITY (ESG): LIVING OUR VALUES	7
2024 BOARD NOMINEES	8
2023 EXECUTIVE COMPENSATION HIGHLIGHTS	9
GENERAL INFORMATION	10
IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES	10
CORPORATE GOVERNANCE	15
Board Leadership Structure	15
Board Risk Oversight	16
Communications with The Board	18
Board Committees	18
Audit Committee	19
Compensation Committee	20
Nominating and Governance Committee	20
Security and Technology Committee	21
Executive Committee	21
Ethics Code for Executive and Financial Officers	22
Director Compensation Overview	22
AUDIT COMMITTEE REPORT	24
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS	26
TTEC Insider Trading Policy – Hedging/Pledging Restrictions	27
RELATED-PARTY TRANSACTIONS	28
EXECUTIVES AND EXECUTIVE COMPENSATION	28
TTEC Executive Officers	28
COMPENSATION DISCUSSION AND ANALYSIS	30
2023 Performance Highlights	30
Named Executive Officers	30
2023 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	34
Role of the Compensation Committee of the Board	34
How We Use Compensation Consultants	35
How We Use Peer Group, Survey, and Benchmark Data	36
CEO COMPENSATION	36
2023 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS	37
PERFORMANCE-BASED CASH INCENTIVE AWARDS	37
Performance-Based Cash Incentives Funding Criteria	37
Individual Performance Targets and Awards for Performance-Based Cash Incentives	38
2023 Cash Award Funding and Pre-Bonus Adjusted Operating Income Results for 2022 Performance	38
Cash Incentives Paid in 2023 For 2022 Performance	39
2024 Cash Award Funding and Pre-Bonus Adjusted Operating Income Results for 2023 Performance	39
Cash Incentives Paid in 2024 For 2023 Performance	40
2023 Equity Grants	40
2023 Retention Grants	41
2023 Promotional Grants	41
Long-Term Incentive Plans (LTIP)	41
2021 Long-Term Incentive Plan (LTIP)	42
2023 Long-Term Incentive Plan (LTIP)	43
2022 Value Creation Program	43

EMPLOYMENT AGREEMENTS	44
COMPENSATION RISK ASSESSMENT	47
TAX CONSIDERATIONS	47
ACCOUNTING CONSIDERATIONS	47
EXECUTIVE COMPENSATION TABLES	48
Summary Compensation Table for 2023	48
Non-qualified Deferred Compensation Table	49
All Other Compensation Table	49
Grants of Plan-Based Awards	50
Outstanding Equity Awards at Year-End	50
Stock Vested	52
Potential Payments Upon Termination or Change in Control	52
Termination and Change in Control Table	53
2023 CEO Pay Ratio	54
Pay Versus Performance	54
Equity Compensation Plan Information	58
Compensation Committee Interlocks and Insider Participation	58
COMPENSATION COMMITTEE REPORT	58
GAAP TO NON-GAAP RECONCILIATION OF PERFORMANCE METRICS	59

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING	60
PROPOSAL NO. 1: ELECTION OF DIRECTORS	60
Limits on Director Service on Other Public Company Boards	61
Director Term, Availability, and Ability to Serve	62
Nominations of Directors	62
2024 Director Nominees	63
Board Diversity Matrix	67
Required Vote	67
Recommendation of the Board	67
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	68
Fees Paid to Accountants	68
Audit Fees	68
Audit-Related Fees	68
Tax Fees	68
All Other Fees	68
Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services	69
Required Vote	69
Recommendation of the Board and the Audit Committee	69
PROPOSAL NO. 3: APPROVAL OF AN AMENDMENT TO THE TTEC 2020 EQUITY INCENTIVE PLAN	70
Required Vote	76
Recommendation of the Board	76
ADDITIONAL INFORMATION	77
Stockholder Submission of Nominations and Proposals	77
Other Business	77
Annual Report	77
Appendix A – Amendment to the TTEC 2020 Equity Incentive Plan	A-1
Appendix B – Conformed Copy of TTEC 2020 Equity Incentive Plan	B-1

Proposal	Board Recommendation	For more detail, see page:
1.       Election of Directors	FOR each Nominee	60
2.       Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for fiscal year 2024	FOR	68
3.      Approval of an Amendment to the TTEC 2020 Equity Incentive Plan	FOR	70

Independence	●          In 2023, seven out of our eight 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 2024, subject to TTEC stockholders voting in favor of the directors nominated by the Board, our independent and executive director mix will continue to be the same as in the prior year.
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 2023, the Board was particularly focused on the evolving risks specific to 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. ●          The Nominating and Governance Committee of the Board is focused on: risks inherent in our governance, senior management, and board succession planning; risks specific to crisis management and crisis response; and climate risks specific to our business. ●          The Security and Technology Committee of the Board oversees and reviews: risks inherent in TTEC’s IT resilience, including TTEC’s cybersecurity initiatives designed to protect TTEC’s IT infrastructure and data, which include the data of the Company’s clients, their customers, and TTEC employees; risks specific to our data governance, including how we collect, store, use, transfer, and protect information; the Company’s incident response and business continuity and disaster recovery practices; and the evolving risks specific to the use of artificial intelligence in TTEC’s business and client offerings.
Board Oversight of Cybersecurity	●          Although the Board relies on its Security & Technology Committee to oversee technology resilience and cybersecurity at TTEC, the full Board retains the overarching responsibility for cyber-related risk management oversight and business continuity practices. As part of that oversight, the Board routinely seeks information from and offers input to management about the ongoing cybersecurity maturity evolution at the Company, and monitors how TTEC performs against its cybersecurity risk management plans designed to protect TTEC’s IT infrastructure, safeguard the interface between TTEC’s and TTEC clients’ IT environments, and protect TTEC and its clients’ data from unauthorized access. The Board also monitors the evolution of and improvements in the Company’s incident response and business continuity and disaster recovery practices.

	●          The Audit Committee of the Board is focused on financial governance and on the accuracy of auditable ESG-related disclosures, including positioning the Company to be ready to comply with the upcoming SEC climate risk disclosure requirements. ●          During 2023, the Board oversaw the publishing of the Company’s Environmental, Social, and Governance report for fiscal year 2022 and guided the Company in its transition from ESG-focused reporting to a broader focus reflected in the Company’s 2023 Impact and Sustainability Report. This Report evolved to expand its climate stewardship activities by disclosing its Scope 1 and Scope 2 greenhouse gas emissions and aligning its disclosures to the Task Force on Climate-related Financial Disclosures (TCFD) framework and to the relevant United Nations Sustainable Development Goals (UNSDG), in addition to the previously reported alignment with the Sustainability Accounting Standards Board (SASB) framework.
Stock Ownership Requirements	●          TTEC Board members have committed to hold 5x of their annual cash retainer in TTEC common stock and to attain this level of holdings within five (5) years of joining our Board. ●          Our Chief Executive Officer and the Chief Executive Officers of TTEC’s business segments must, within five (5) years of attaining their respective positions, hold TTEC common stock valued at 4x their annual base salary. ●          Our Chief Financial Officer is expected, within five (5) years of attaining the position, to hold TTEC common stock valued at 3x the officer’s annual base salary. ●          Our other executives at the executive vice president level must, within five (5) years of attaining their respective positions, hold TTEC common stock valued at 2.5x their annual base salary. ●          Our senior vice president level executives, within five (5) years of attaining the position, must hold TTEC common stock valued at 1x their base annual salary.
Board Practices	●          Our Board annually reviews its overall effectiveness utilizing confidential self-assessment surveys that cover topics generally recommended by the National Association of Corporate Directors (NACD) and public company governance experts or engaging third-party specialists for such evaluations. The Board committees conduct similar assessments on the cadence consistent with NASDAQ stock market requirements. The assessment findings are reviewed by the Nominating and Governance Committee of the Board with necessary changes in board practices adopted from time to time to address the insights and feedback developed through such annual evaluations. ●          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. ●          The Nominating and Governance Committee of the Board maintains and enforces TTEC’s Corporate Governance Guidelines, which include business conduct, conflicts of interest, board qualification, and over-boarding guidelines. ●          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 58.7% 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.

Director	Age	Director Since	Independent	Qualifications
Kenneth D. Tuchman	64	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/Digital Sector Experience ● TTEC Founder
Steven J. Anenen	71	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
Tracy L. Bahl	62	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
Gregory A. Conley	69	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
Robert N. Frerichs	72	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
Marc L. Holtzman	64	2014	✓	● Business Transformation Experience ● Capital Markets or M&A Experience ● ESG 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

Named Executive Officers	Actual Total Direct (TDC) Compensation ¹	Market TDC at 25^th	Market TDC at 50^th	Market TDC at 75^th	Percentile
Kenneth D. Tuchman ²	$1	$5,850,000	$7,208,000	$9,370,000	<25^th
Michelle “Shelly” R. Swanback ³	$5,947,110	$1,937,000	$2,984,000	$4,363,000	>75^th
Francois Bourret ⁴	$917,947	$382,932	$505,880	$811,451	>75^th
Dustin J. Semach ⁵	$159,615	$2,148,000	$2,735,000	$3,327,000	-
David J. Seybold	$937,507	$934,000	$1,912,000	$3,350,000	<50^th
Margaret B. McLean	$686,536	$746,000	$1,235,000	$1,643,000	<25^th

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 welfare 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. Employee engagement and turnover risks and the Company’s commitment to diversity, equality, and inclusion in the workforce.
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 (aka ESG) .
Security and Technology Committee	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.

Director	Audit Committee	Compensation Committee	Nominating and Governance Committee	Security and Technology Committee	Executive Committee
Kenneth D. Tuchman					Chair
Steven J. Anenen	✓		✓		✓
Tracy L. Bahl		Chair			✓
Gregory A. Conley	Chair	✓		✓
Robert N. Frerichs	✓	✓	Chair
Marc L. Holtzman			✓
Gina L. Loften		✓		✓
Ekta Singh-Bushell	✓		✓	Chair

Chair of Audit Committee		$ 27,000
Members of Audit Committee		$ 13,500
Chair of Compensation Committee		$ 20,000
Members of Compensation Committee		$ 10,000
Chair of Nominating and Governance Committee		$ 15,000
Members of Nominating and Governance Committee		$ 7,500
Chair of the Security and Technology Committee		$ 15,000
Members of the Security and Technology Committee		$ 7,500

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) ^1,2	Total ($)
Steven J. Anenen	$96,000	$189,988	$285,988
Tracy L. Bahl	$98,750	$189,988	$288,738
Gregory A. Conley	$119,500	$189,988	$309,488
Robert N. Frerichs	$113,500	$189,988	$303,488
Marc L. Holtzman	$82,500	$189,988	$272,488
Gina L. Loften	$92,500	$189,988	$282,488
Ekta Singh-Bushell	$107,250	$189,988	$297,238

Audit Committee
Gregory A. Conley, Chair
Robert N. Frerichs
Ekta Singh-Bushell
Steven J. Anenen

	Shares Beneficially Owned
Name of the Beneficial Owner	Common Stock		Options Vested and Options and RSUs Vesting Within 60 Days of April 3, 2024		Total Beneficial Ownership as of April 3, 2024		Percent of Class
5% Stockholders
Kenneth D. Tuchman	27,853,207	¹		-	27,853,207	¹	58.7%
BlackRock Inc.	3,333,995	²		-	3,333,995	²	7.03%
The Vanguard Group	2,409,680	³		-	2,409,680	³	5.08%
Executive Officers, Directors
Kenneth D. Tuchman	27,853,207	¹		-	27,853,207	¹	58.7%
Steven J. Anenen	21,829			5,982	27,811		*
Tracy L. Bahl	17,935			5,982	23,917		*
Francois Bourret	5,051			1,191	6,242		*
Gregory A. Conley	17,025			5,982	23,007		*
Robert N. Frerichs	18,150			5,982	24,132		*
Marc L. Holtzman	38,004 ⁴			5,982	43,986 ⁴		*
Gina L. Loften	4,195			5,982	10,177		*
Margaret B. McLean	53,123			1,634	54,757		*
David J. Seybold	-			-	-		*
Ekta Singh-Bushell	16,785			5,982	22,767		*
Michelle “Shelly” R. Swanback	16,513			12,190	28,703		*
Kenneth “Kenny” R. Wagers	-			-	-		*
All directors, director nominees and executive officers as a group (13 persons)	28,061,817			56,889	28,118,706		59.3%

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 Grants	Provides an “at risk” long-term performance-based and time-based equity compensation opportunity. Our annual equity incentive program includes two components: one that rewards the prior year’s performance but vests over time, and another that is forward looking and rewards growth of key performance indicators like Revenue and Adjusted EBITDA three years into the future. From time-to-time we may grant equity awards that are not part of our annual program, such as upon the promotion of an executive (which we refer to as “promotional grants”) or to encourage retention (which we refer to as “retention grants”). By emphasizing a longer-term view and long-term growth objectives with equity performance incentives, the Company aligns our Executive Officers’ interests with the interests of and value creation for our stockholders.

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 restricted stock units (RSUs), or performance-based award opportunities as deemed appropriate. Our annual equity incentive program includes two components: one that rewards the prior year’s performance but vests over time, and another that is forward looking and rewards 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 through the vesting period.	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.

Executive	Base Salary			Considerations for Base Salary Determination
	2024	2023	2022
Kenneth D. Tuchman	$1	$1	$1	At Mr. Tuchman’s request, his annual salary is $1.
Michelle “Shelly” R. Swanback	$700,000	$700,000	$625,000	Based on the role, scope of responsibilities, and market benchmarks.
Francois Bourret ¹	$400,000	$400,000	$255,000	Based on the role and scope of responsibilities as Interim CFO and Chief Accounting Officer.
Dustin J. Semach ²	-	$500,000	$400,000	Based on the role, scope of responsibilities, and market benchmarks.
David J. Seybold	$625,000	$625,000	$625,000	Based on the role, scope of responsibilities, and market benchmarks.
Margaret B. McLean	$420,000	$420,000	$390,000	Based on the role, scope of responsibilities, and market benchmarks.

Strategic Priorities	Performance Objectives
Execute against our go to market strategy.	Sign new business and grow revenue.
Maintain our market share in our key markets, with our key clients, in our offerings.	Improve year-over-year operating income and free cash flow.
Deliver innovative solutions in emerging digital CX technology and services.	Increase client satisfaction and retention.
Optimize how we do business (people, technology, and facilities).	Increase employee satisfaction and retention.
Attract and retain the best CX talent.	Improve overhead efficiency.

Performance-Based Cash Incentive Funding Metrics	2022 Target	2022 Performance	2022 Performance – Adjusted for FX	Total Performance-Based Cash Award Funding for 2022 Performance
Pre-Bonus Adjusted Operating Income¹	$295.98 million	$197.8 million	$193.2 million	$7.77 million

Named Executive Officer	Target Cash Incentives % Base Salary	Actual Cash Incentives Paid in 2023 for 2022 Performance	Cash Incentives as a % of Target	Basis for Cash Incentive Award
Kenneth D. Tuchman	0% ¹	–	–	Under Mr. Tuchman’s employment agreement, he does not participate in this program.
Michelle “Shelly” R. Swanback	Up to 100%	--	0%	--
Francois Bourret	Up to 40%	$54,000	58%	Based on Mr. Bourret’s achievement of 2022 performance goals.
Dustin J. Semach	Up to 100%	--	0%	--
David J. Seybold	--	--	--	Mr. Seybold was hired in November 2022 and was not eligible to participate in the incentive plan for 2022 performance.
Margaret B. McLean	Up to 75%	--	0%	--

Performance-Based Cash Incentive Funding Metrics	2023 Target	2023 Performance	2023 Performance – Adjusted for FX	Total Performance-Based Cash Award Funding for 2023 Performance
Pre-Bonus Adjusted Operating Income¹	$249.6 million	$154.7 million	$165.1 million	$8 million

Named Executive Officer	Target Cash Incentives % Base Salary	Actual Cash Incentives Paid in 2024 for 2023 Performance	Actual Cash Incentive as % of Base Salary	Basis for Cash Incentive Award
Kenneth D. Tuchman	0% ¹	–	–	Under Mr. Tuchman’s employment agreement, he does not participate in this program.
Michelle “Shelly” R. Swanback	Up to 100%	$175,000	25%	Aligned with the minimum funding to recognize Ms. Swanback’s achievement of performance milestones.
Francois Bourret	Up to 40%	$32,453	25%	Aligned with the minimum funding to recognize Mr. Bourret’s achievement of performance milestones.
Dustin J. Semach ²	–	–	–	–
David J. Seybold	Up to 100%	$156,250	25%	Aligned with the minimum funding to recognize Mr. Seybold’s achievement of performance milestones.
Margaret B. McLean	Up to 85%	$334,000 ³	100%	To recognize specific one-time contributions to enterprise risk mitigation in 2023.

Named Executive Officer	2023 FMV RSU Annual Grant	2023 RSU Shares Granted	Considerations for 2023 Determination
Kenneth D. Tuchman ¹	–	–	Under Mr. Tuchman’s employment agreement, he does not participate in this program.
Michelle “Shelly” R. Swanback	--	--
Francois Bourret	$34,985	953	Based on Mr. Bourret’s 2022 performance contributions.
Dustin J. Semach	–	--	Mr. Semach was ineligible as he left his position as Chief Financial Officer of the Company effective April 2023.
David J. Seybold	--	--	Mr. Seybold was hired in November 2022 and was not eligible for this annual RSU grant based on 2022 performance.
Margaret B. McLean	--	--

Revenue Targets		Adjusted Operating Income¹ Targets		Award Opportunity
(amounts in millions)		(amounts in millions)
2023	CAGR	2023	CAGR
$2,256.21	5.0%	$244.95	5.0%	Threshold – 50%
$2,354.29	6.5%	$255.60	6.5%	Target – 100%
$2,455.18	8.0%	$266.56	8.0%	Above Target – 150%
$2,594.12	10.0%	$281.64	10.0%	Max Target – 200%

Named Executive Officer	2021 FMV Performance-Based Equity Grant	2021 Target Performance- Based Equity Grant (in shares) ¹
Kenneth D. Tuchman ²	-	-
Michelle “Shelly” R. Swanback ³	-	-
Francois Bourret ⁴	-	-
Dustin J. Semach ⁵	-	-
David J. Seybold ⁶	-	-
Margaret B. McLean	$174,996	2,069

Revenue Targets		Adjusted EBITDA Targets¹		Award Opportunity
(amounts in millions)		(amounts in millions)
2025	CAGR	2025	CAGR
$2,880	5.6%	$393	6.4%	Threshold – 50%
$2,957	6.6%	$408	7.7%	Target – 100%
$3,046	7.6%	$423	9.0%	Above Target – 150%
$3,128	8.6%	$438	10.3%	Max Target – 200%

Named Executive Officer	2023 FMV Performance-Based Equity Grant	2023 Target Performance- Based Equity Grant (in shares) ¹
Kenneth D. Tuchman ²	-	-
Michelle “Shelly” R. Swanback	$3,249,993 ³	89,261
Francois Bourret ⁴	-	-
Dustin J. Semach ⁵	-	-
David J. Seybold	$312,507	8,583
Margaret B. McLean	$210,013	5,768

	1.	Shares were calculated based on the fair market 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 Mr. Tuchman’s request, he does not participate in this program.
	3.	Includes annual PRSU grant of $1,249,992 and one-time promotional PRSU grant of $2,001,000.
	4.	Mr. Bourret was not eligible to participate in this 2023 LTIP program.
	5.	Mr. Semach did not receive an award under this 2023 LTIP program.

	●	TTEC entered into an employment agreement with Mr. Tuchman in 2001.
	●	Base Salary and Incentives. Pursuant to the terms of the agreement, Mr. Tuchman is entitled to base salary, annual cash, and equity incentives. But beginning in 2012, Mr. Tuchman requested that the Compensation Committee limit his base compensation to $1 and award him no annual cash or equity incentives.
	●	Benefits. Mr. Tuchman and members of his family are entitled to participate in all TTEC employee benefits at the Company’s expense.
	●	Life Insurance. The Company agreed to provide Mr. Tuchman with a $4 million term life insurance policy, premiums fully paid by the Company. The policy and its proceeds are owned by Mr. Tuchman and may continue post termination of employment, subject to Mr. Tuchman paying all the premiums.
	●	Severance. Subject to customary releases, Mr. Tuchman is entitled to severance in the amount of 24 months of base pay, if he is terminated without cause or terminates his employment for “good reason.”
	●	Change in Control Provisions. The employment agreement includes change in control provisions that result in accelerated vesting of all unvested equity awarded to Mr. Tuchman, subject to certain conditions that have been superseded by change in control provisions of specific equity grant documents (see, “Executive Compensation Tables - Potential Payments upon Termination or Change in Control” section of the Proxy Statement).
	●	Non-Disparagement. The agreement provides that on separation of affiliation, whatever the reason, TTEC will refrain from any comments regarding Mr. Tuchman and his affiliation with TTEC. A breach of this provision provides for a $200,000 liquidated damages payment. Mr. Tuchman is similarly precluded from making disparaging comments about the Company.

	●	TTEC entered into an employment agreement with Ms. Swanback in May 2022, when she joined the Company as chief executive officer for the TTEC Engage business segment, and thereafter amended that agreement effective January 2023, to reflect Ms. Swanback’s additional responsibilities as President TTEC Holdings, Inc.
	●	Base Salary. Ms. Swanback’s annual base salary is $700,000 amended from time to time at the Compensation Committee of the Board’s discretion.
	●	Annual Cash Incentives. Ms. Swanback is eligible to participate in the Company’s annual variable cash incentive plan of up to 100% of her base salary. The opportunity is tied to the annual targets and goals of the business as set by the Company’s CEO and the Board of Directors. Ms. Swanback’s annual award, if any, will be based on a combination of metrics tied to the overall performance of the Company and her individual performance.
	●	Equity Grants. Ms. Swanback is eligible to participate in the Company’s annual equity program with a $2.5 million grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed. It is based on TTEC’s overall performance, the performance of the TTEC Engage business segment for which Ms. Swanback is directly responsible, and her individual performance against annual goals set by the Company’s Board of Directors. The Board of Directors has discretion to modify the structure of the equity opportunity, as long as the overall benefit is not materially impacted. Currently, the equity opportunity is structured as a time-based equity grant of up to $1.25 million, vesting over three to four years; and a performance- based equity grant with a $1.25 million target and a payout of between 0 and 200%, depending on the Company’s performance over a three-year measurement period.
	●	One Time Welcome Equity Grant. At the start of her employment as the CEO of TTEC Engage, Ms. Swanback was granted time-based restricted stock units with a market value of $4.5 million based on TTEC stock’s fair market value at the time of the grant. This one-time grant vests in five installments, on the anniversaries of the grant.
	●	Benefits. Ms. Swanback is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites are included in Ms. Swanback’s compensation arrangement.
	●	Severance. Subject to customary releases, if Ms. Swanback is terminated without cause or for “good reason” by the Company, she is entitled to severance in the amount of 18 months of base salary and 12 months of benefits continuation.

	●	TTEC entered into an employment agreement with Mr. Seybold effective December 2022, when he joined the Company as chief executive officer for TTEC Digital business segment, and thereafter amended that agreement effective January 2023, to reflect Mr. Seybold’s broader responsibilities in the business.
	●	Base Salary. Mr. Seybold’s annual base salary is $625,000 amended from time to time at the Compensation Committee of the Board’s discretion.
	●	Annual Cash Incentives. Mr. Seybold is eligible to participate in the Company’s annual variable cash incentive plan of up to 100% of his base salary. The opportunity is tied to the annual targets and goals of the business, as set by the Company’s CEO and the Board of Directors. Mr. Seybold’s annual award, if any, will be based on a combination of metrics tied to the overall performance of the Company, the TTEC Digital business segment’s performance and his individual performance.
	●	Equity Grants. Mr. Seybold is eligible to participate in the Company’s annual equity program with $1.0 million grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed. It is based on TTEC’s overall performance, the performance of the TTEC Digital business segment for which Mr. Seybold is directly responsible, and his individual performance against annual goals set by the Company’s Board of Directors. The Board of Directors has discretion to modify the structure of the equity opportunity, as long as the overall benefit is not materially impacted. Currently, the equity opportunity is structured as a time-based equity grant of up to $312,500, vesting over three to four years; and a performance-based equity grant with a $687,500 target, of which $412,500 target including a payout between 0 and 200% will depend on TTEC Digital’s business segment performance over a three year measurement period, and a $272,000 target including a payout of between 0 and 200% will depend on the Company’s performance over a three-year measurement period; payout possible between 0 and 200% of target.
	●	One Time Welcome Equity Grant. At the start of his employment, Mr. Seybold was granted time-based restricted stock units with a market value of $3.0 million based on TTEC stock’s fair market value at the time of the grant. This one-time grant vests in five installments, on the anniversaries of the grant.
	●	Benefits. Mr. Seybold is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites are included in Mr. Seybold’s compensation arrangement.
	●	Severance. Subject to customary releases, if Mr. Seybold is terminated without cause or for “good reason” by the Company, he is entitled to severance in the amount of 18 months of base salary and 18 months of benefits continuation.
	●	Change in Control Provision. The agreement provides that if Mr. Seybold is terminated without cause or for “good reason” during the period starting three months prior to and 15 months following a change in control event, Mr. Seybold will receive a change in control benefit of 2x of base salary and 24 months of continuation of benefits; Mr. Seybold will also be entitled to the acceleration of vesting for all equity grants held at the time of such termination, including performance-based equity grants with variable value, with value for vesting purposes to be set at target.

	●	TTEC entered into an employment agreement with Mr. Bourret in September 2023, in connection with his appointment as acting TTEC Chief Financial Officer. Upon the appointment of Mr. Wagers as TTEC’s Chief Financial Officer, Mr. Bourret’s employment with the Company will continue, subject to this employment agreement, as TTEC Chief Accounting Officer.
	●	Base Salary. Mr. Bourret is entitled to receive a base salary of $400,000 amended from time to time at the Compensation Committee of the Board’s discretion.
	●	Annual Cash Incentives. Mr. Bourret is eligible to participate in the Company’s annual variable cash incentive plan up to 40% of base salary. The opportunity is not guaranteed and is tied to the annual targets and goals of the business as set by the CEO and the Company’s Board of Directors. The Company also agreed to provide Mr. Bourret with a one-time cash bonus in the aggregate amount of $300,000 payable in three installments.
	●	Equity Grants. Mr. Bourret is eligible to participate in the Company’s annual equity program with $160,000 grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed and is based on a combination of metrics reflecting targets and goals of the business set and approved by the CEO and Company’s Board of Directors annually.

	●	Benefits. Mr. Bourret is entitled to participate in all customary wellness benefits offered to TTEC executives. No special perquisites were included in Mr. Bourret’s compensation arrangement.
	●	Severance. Subject to customary releases, Mr. Bourret is entitled to severance in the amount of 12 months of base salary and 12 months benefits continuation, if he is terminated without cause or through “constructive termination” by the Company or by Mr. Bourret for “good reason”. With Mr. Bourret’s decision to resign, these provisions will no longer be relevant.
	●	Change in Control Provision. The agreement provides that if Mr. Bourret is terminated without cause or for “good reason” during the period starting three months prior to and 12 months following a change in control event, Mr. Bourret will receive a change in control benefit of 1x of base salary and 12 months of continuation of benefits; Mr. Bourret will also be entitled to the acceleration of vesting for all equity grants held at the time of such termination, including performance-based equity grants with variable value, with value for vesting purposes to be set at target. With Mr. Bourret’s decision to resign or in the event the Company appoints a new Chief Financial Officer, these provisions will no longer be relevant.

	●	TTEC entered into an amended and restated employment agreement with Ms. McLean in 2018, to replace her prior employment arrangement from 2016.
	●	Base Salary. Ms. McLean is entitled to receive a base salary of $420,000 amended from time to time at the Company’s discretion.
	●	Annual Cash Incentives. Ms. McLean is eligible to participate in the Company’s annual variable incentive plan with an opportunity of 85% of base salary. The opportunity is tied to the annual targets and goals of the business as set by the CEO and the Company’s Board of Directors. Ms. McLean’s annual award, if any, will be based on a combination of metrics tied to the overall results of the business and her individual performance.
	●	Equity Grants. Ms. McLean is eligible to participate in the Company’s annual equity grant with an opportunity of 100% of base salary. The actual amount of the annual equity grant to be awarded is discretionary and not guaranteed and is based on TTEC’s performance overall and Ms. McLean’s individual performance against targets set by the Company’s Board of Directors annually. The Board of Directors has discretion to modify the structure of this equity grant opportunity provided that the overall benefit is not materially impacted. Currently, the equity opportunity is structured as follows: up to 50% of base salary is a time-based equity grant, vesting over three to four years; and a performance-based equity grant with a target at 50% of base salary and a payout of between 0 and 200%, depending on the Company’s performance over a three-year measurement period. The Compensation Committee of the Board may grant additional cash or equity to Ms. McLean to incentivize her performance on a standalone basis or as part of TTEC executive leadership team, from time to time.
	●	Benefits. Ms. McLean is entitled to participate in all customary benefits.
	●	Severance. Subject to customary releases, Ms. McLean is entitled to severance in the amount of 18 months of base salary and 12 months benefit continuation, if she is terminated without cause or terminates her employment for “good reason”.
	●	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 Ms. McLean is terminated without cause during three months prior to and 24 months following such change in control event and acceleration of vesting for all equity grants held at the time of such termination.

	●	TTEC entered into an employment agreement with Mr. Wagers in February 2024, in connection with his appointment as TTEC Chief Financial Officer effective March 1, 2024.
	●	Base Salary. Mr. Wagers’ annual base salary is $625,000 amended from time to time at the Compensation Committee of the Board’s discretion.
	●	Annual Cash Incentives. Mr. Wagers is eligible to participate in the Company’s annual variable cash incentive plan with an opportunity up to 100% of base salary. The opportunity is tied to the annual targets and goals of the business, as well as Mr. Wagers’ personal performance goals, as set by the TTEC CEO and the Company’s Board of Directors. The Compensation Committee of the Board may adjust Mr. Wagers’ variable cash incentive upward based on the Company’s performance against annual metrics set by the Company’s Board of Directors.
	●	Equity Grants. Mr. Wagers is eligible to participate in the Company’s annual equity program with $1.8 million grant opportunity. The actual amount of the equity opportunity to be awarded is not guaranteed and is based on TTEC’s performance overall and Mr. Wagers’ individual performance against targets set by the Company’s Board of Directors annually. The Board of Directors has discretion to modify the structure of this equity opportunity. Currently, the equity opportunity is structured as a time-based equity grant of up to $900,000 vesting over three to four years; and a performance-based equity grant with a $900,000 target and a payout of between 0 and 200%, depending on the Company’s performance over a three-year measurement period.