SEC Form DEF 14A filed by TTEC Holdings Inc.

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.     )

CHECK THE APPROPRIATE BOX:

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):

April 11, 2025

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 electronically via 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 the Important 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

100 Congress Avenue, Suite 1425

Austin, TX 78701

Notice of 2025 Annual Meeting of Stockholders

Thursday, May 22, 2025

10:00 a.m. Central Daylight Time

Join the webcast at www.virtualshareholdermeeting.com/TTEC2025.

ITEMS OF BUSINESS:

At the meeting, our stockholders will be asked to:

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.

Margaret B. McLean

General Counsel and Chief Risk Officer

April 11, 2025

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 at ttec.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

100 Congress Avenue, Suite 1425

Austin, TX 78701

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 December 31, 2024, and any subsequent financial filings, before voting your shares.

MATTERS TO BE VOTED ON AT THE 2025 ANNUAL MEETING

On or about April 11, 2025, we will begin distributing to each stockholder entitled to vote at the Annual Meeting either (1) this Proxy Statement, a proxy card or voting instruction form, and our 2024 Annual Report to Stockholders, which we collectively refer to as the “proxy materials,” or (2) an email or notice of internet availability of proxy materials, in each case with instructions on how to access electronic copies of our proxy materials.

OUR COMPANY

Founded in 1982, TTEC Holdings, Inc. (“TTEC”, “the Company”, “we”, “our”, or “us”; pronounced “T-TEC”) is a global customer experience (“CX”) outsourcing partner for marquee and high-growth brands and public sector clients. The Company designs, builds, and operates technology-enabled customer experiences across live interaction channels and provides data-driven digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve. As of December 31, 2024, TTEC served over 715 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive, and retail.

TTEC operates and reports its financial results of operations through two business segments.

TTEC pursues its CX market leadership through its TTEC Digital and TTEC Engage business segments and, based upon client needs, through strategic collaboration between the segments. TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated CX technology and service solutions, go-to-market strategies, and innovative offerings.

During 2024, the TTEC Digital and TTEC Engage global operating platform delivered onshore, nearshore and offshore services in 22 countries on six continents -- the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, Honduras, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom – with contributions from approximately 52,000 customer care associates, consultants, technologists, and CX professionals.

Our revenue for fiscal 2024 was $2,208 billion, of which approximately $459 million, or 21%, was generated from our TTEC Digital segment and $1,749 billion, or 79%, was generated from our TTEC Engage segment.

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 TTEC Digital and TTEC Engage segments.

Recent Developments

Potential Take-Private Transaction. As previously disclosed in the Company’s press release of September 30, 2024, the Company’s Board of Directors has established a special committee consisting of independent directors (the “Special Committee”) to evaluate the unsolicited, preliminary, non-binding proposal from TTEC founder, Chairman and Chief Executive Officer, Kenneth Tuchman, to take the Company private at a proposed purchase price of $6.85 per share to the Company’s other stockholders (the “Non-Binding Proposal”). Mr. Tuchman beneficially owns 58.3% of the Company’s common stock. The proposal is conditioned on, among other things, the receipt of financing for the transaction, the negotiation and execution of a definitive agreement, the approval and recommendation of the proposal by the Special Committee, and approval by holders of a majority of the shares of the Company’s common stock not owned by Mr. Tuchman, his affiliates, or the Company’s executive management. As was previously disclosed in the Special Committee of the Board’s press release on April 1, 2025, with the assistance of its independent financial and legal advisors, has completed its preliminary valuation analysis of the Company, and remains ready to consider and engage with Mr. Tuchman with respect to a definitive transaction proposal.

Change in the Principal Place of Business. In February 2025, the Company announced that it is moving its principal place of business and principal executive offices to Austin, Texas. TTEC made the decision to relocate its principal place of business from Colorado to Austin, Texas after careful consideration of how it can best support its strategic goals, serve its global clients, and position itself for future success. Texas has been an important part of TTEC’s operations for decades, and this move provides the Company with additional access to a business-friendly environment, a strong economy, a skilled workforce, and a dynamic technology and innovation hub. TTEC will continue to operate the Denver Center for Experience and Innovation in Greenwood Village, Colorado and 58 CX experience centers and offices in the United States and around the globe.

2024 PERFORMANCE HIGHLIGHTS

Our 2024 performance is summarized below:

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board follows sound governance practices.

DIRECTOR EXPERIENCE

The Board and our Nominating and Governance Committee of the Board believe that diversity in experience and perspectives is important to achieving sound decisions and driving stockholder value. The following chart reflects the experience of our Board members and nominees:

All Board members were selected for nomination by the Nominating and Governance Committee of the Board based on their qualifications and the alignment of their background and experience to the Company’s needs (see individual Directors’ qualifications as part of their professional bios on page 63).

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.com under 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 Task Force on Climate-related Financial Disclosures (TCFD) reporting; (3) the updates to our Climate Change and Environmental Responsibility and our Health & Safety policies; and (4) the investment into our Impact Strategy Practice that offers quality employment opportunities in areas where such opportunities are not otherwise available.

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.

2025 BOARD NOMINEES

2024 EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program:

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:

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 May 22, 2025, at 10:00 a.m. Central Daylight Time, completely “virtually” as further covered in this Proxy Statement, and at any adjournment or postponement thereof.

On or about April 11, 2025, we will begin distributing to each stockholder entitled to vote at the Annual Meeting either (1) this Proxy Statement, a proxy card or voting instruction form, and our 2024 Annual Report to Stockholders, which we collectively refer to as the “proxy materials,” or (2) an email or notice of internet availability of proxy materials, in each case with instructions on how to access electronic copies of our proxy materials.

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.

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.com under 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 March 31, 2025 (the “Record Date”), or you hold a valid proxy for the Annual Meeting. You may attend the virtual Annual Meeting, vote, and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TTEC2025 and using your 16-digit control number to enter the meeting. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting.

Why did I receive a Notice of Internet Availability of proxy materials?

Under the rules of the SEC, we are using the internet as the primary means of furnishing proxy materials to our stockholders. Most of our stockholders will not receive printed copies of the proxy materials unless they request them. Accordingly, if you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials, unless you request one as instructed in that notice. Instead, the Notice of Internet Availability will instruct you on how you may access and review the proxy materials on the internet, free of charge. This approach to distribution of proxy materials reduces the environmental impact of our Annual Meeting, expedites stockholders’ receipt of our proxy materials, and lowers our costs. The Notice of Internet Availability also includes instructions allowing stockholders to request to receive future proxy materials in printed form by mail or electronically by email.

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:

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 PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025 (Proposal No. 2), you may vote “FOR”, “AGAINST” or “ABSTAIN”.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

Kenneth D. Tuchman, our Chairman and Chief Executive Officer and the beneficial owner of 58.3% of the issued and outstanding shares of common stock as of the Record Date (58.3% of the shares entitled to vote, excluding stock options) has indicated that he intends to vote:

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:

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:

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 return your 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 return my 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 return your proxy card without giving specific instructions, they will be voted in accordance with the recommendations of our Board of Directors. If you do not return your 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.

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 PricewaterhouseCoopers LLP as our independent registered public accounting firm.

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 Broadridge Financial Solutions, Inc. Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting.

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 PricewaterhouseCoopers LLP as our independent registered public accounting firm.

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 SEC has approved. Under this procedure, we are delivering a single copy of the Notice of Internet Availability and, if applicable, this Proxy Statement and the 2024 Annual Report to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs and the impact of printing and mailing these materials on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or verbal request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, this Proxy Statement and the 2024 Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice of Internet Availability and, if applicable, this Proxy Statement, the 2024 Annual Report, or to request delivery of a single copy of these materials if multiple copies are currently being delivered, stockholders may contact us at TTEC Holdings, Inc., 100 Congress Avenue, Suite 1425, Austin, TX 78701, Attention: Investor Relations, or send an email to [email protected].

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 100 Congress Avenue, Suite 1425, Austin, TX 78701, during normal business hours for a period of at least 10 days prior to the Annual Meeting.

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.

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 SEC within four business days following the meeting. The report will be available on our website at ttec.com under the “Investors” and “SEC Filings” tabs.

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 SEC, and which is available on our website at ttec.com under the “Investors” and “SEC Filings” tabs. We will also furnish a copy of our 2024 Annual Report (excluding exhibits), except those that are specifically requested, without charge to any stockholder who so requests by contacting our Investor Relations department at TTEC Holdings, Inc., 100 Congress Avenue, Suite 1425, Austin, TX 78701, Attention: Investor Relations, or send an email to [email protected].

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.com and 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.

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:

Board Leadership Structure

Our Board is led by TTEC’s founder, Kenneth D. Tuchman, who serves as the Chairman of the Board. Mr. Tuchman is also TTEC’s Chief Executive Officer. The Board retains the flexibility to determine from time to time whether the position of the Chief Executive Officer and the Chairman of the Board should be combined or separated, whether an independent director should serve as Chairman of the Board, and whether to appoint a lead independent director to serve as a liaison between independent directors and the Chairman.

At present, the Board believes that the Company is best served by having Mr. Tuchman serve as both the Chairman of the Board and Chief Executive Officer of TTEC. The Board’s view is based on the facts that Mr. Tuchman beneficially owns 58.3% of the outstanding equity in the Company, has a unique insight into the Company’s CX solutions strategy as an industry innovator and the Company founder, and is intimately involved in the day-to-day strategic direction of the Company.

Since the size of the Company’s Board is relatively small and each independent director has unrestricted access to Mr. Tuchman and the Company’s management, the independent members of the Board do not currently perceive the need for an appointment of a lead independent director. Our Board also believes that appointing a lead independent director may serve to create a potential conflict among the directors and interfere with the current collaborative environment in the boardroom that permits the Board to leverage the knowledge and experience of each Board member to drive strategic initiatives necessary to support the Company’s transformation from a business process outsourcing service provider to an integrated customer engagement technology and digital solutions provider.

With the exception of Mr. Tuchman, all of TTEC’s other directors are independent. In addition, there are no family relationships among any director, executive officer, or any person nominated or chosen by us to become a director.

The Board is aware of the potential conflicts that may arise in having Mr. Tuchman, the Company’s largest and controlling stockholder, serve as the Chairman of the Board, but believes that there are adequate governance safeguards in place to mitigate such risks. Such safeguards include, but are not limited to:

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 Nominating and Governance Committee of the Board and Compensation Committee of the Board are comprised solely of independent directors, even though the Company is exempt from these corporate governance requirements as a controlled company.

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 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:

(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

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.

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.

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

TTEC Holdings, Inc.

100 Congress Avenue, Suite 1425

Austin, TX 78701

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 Nominating and Governance Committee of the Board, as long as they are not offensive or inappropriate. Offensive and inappropriate communications, if any, are mentioned as received at the regularly scheduled Nominating and Governance Committee of the Board meetings but are not distributed to directors, unless the Chair of the Nominating and Governance Committee of the Board specifically directs for them to be distributed.

Board Committees

The following table outlines the composition of each of our Board Committees during 2024:

The Nominating and Governance Committee of the Board, with input from the Board Chairman, periodically reviews Committee membership and chairmanships and makes adjustments as needed to address the needs of the business, appropriately leverage Board members’ expertise, and provide important development opportunities to Board members as part of its longer-term succession planning for the Board.

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:

In 2024, the members of the Audit Committee of the Board included Gregory A. Conley (Chair), Robert N. Frerichs, Steven J. Anenen, and Ekta Singh-Bushell (through September 27, 2024). Throughout 2024, each Committee member was “independent” in accordance with the NASDAQ Stock Market Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”).

Our Board determined that Mr. Conley, Mr. Frerichs, Ms. Singh-Bushell, and Mr. Anenen each qualify as an “audit committee financial expert” within the meaning of the SEC rules. Mr. Conley’s relevant experience includes his experience as a chief executive officer and director of several public and private companies, and his tenure as the chair of the TTEC Audit Committee of the Board since May 2014. Mr. Frerichs’ relevant experience includes his CPA credentials, his role as chair of one of the largest public consultancies in the world, his career in audit and risk management, and his tenure on the audit committees of several companies. Ms. Singh-Bushell’s relevant experience includes her CPA credentials, her tenure as a member of several audit committees for public companies, and her two decades of experience working for a global public accounting and consultancy firm. Mr. Anenen’s relevant experience includes his experience as a chief executive officer and director of several public and private companies, and his tenure as a member of the TTEC Audit Committee of the Board.

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.

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:

In 2024, the members of the Compensation Committee of the Board included Tracy L. Bahl (Chair), Gregory A. Conley, Robert N. Frerichs, and Gina L. Loften. During 2024, each member of the Committee was “independent” (as defined under the NASDAQ Stock Market Rules and Rule 10C-1(b)(1) under the Exchange Act) and a “non-employee director” (as defined in Rule 16b-3 under the Exchange Act).

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

The Nominating and Governance Committee of the Board operates under the Nominating and Governance 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:

During 2024, the members of the Nominating and Governance Committee of the Board included Robert N. Frerichs (Chair), Ekta Singh-Bushell (through September 27, 2024), Steven J. Anenen, and Marc L. Holtzman. Each Committee member was “independent” in accordance with the NASDAQ Stock Market Rules.

During 2024, the Nominating and Governance Committee of the Board held four regularly scheduled meetings. The Nominating and Governance Committee of the Board reviews and assesses the adequacy of its charter, and revises it, if appropriate, on an annual basis.

Security and Technology Committee

The Security and Technology Committee of the Board operates under the Security and Technology 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:

During 2024, the members of the Security and Technology Committee of the Board included Ekta Singh-Bushell (Chair through September 27, 2024), Gregory A. Conley, Gina L. Loften, and Steven J. Anenen (Chair beginning September 28, 2024).

During 2024, the Security and Technology Committee of the Board held three regularly scheduled meetings. The Security and Technology Committee of the Board reviews and assesses the adequacy of its charter, and revises it, if appropriate, on an annual basis.

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:

During 2024, the members of the Executive Committee of the Board included Kenneth D. Tuchman (Chair), Tracy L. Bahl, Steven J. Anenen, and Robert N. Frerichs.

The Executive Committee of the Board held no meetings during 2024.

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 Officers on our website. You may also obtain a copy of the document without charge via email at [email protected] or by writing to:

TTEC Holdings, Inc.

100 Congress Avenue, Suite 1425

Austin, TX 78701

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:

The employee director(s) do not receive additional compensation for their Board service.

The following table summarizes the actual compensation earned by independent directors during 2024 without regard to how it was paid:

In February 2024, the Board of Directors of TTEC Holdings, Inc., on the recommendation of the Compensation Committee of the Board, determined not to change the compensation arrangements for the independent directors of the Company for the 2024/2025 board cycle beginning in May 2024. The decision was based on a peer group and market data analysis.

In December 2024, the Compensation Committee of the Board recommended, and the Board of Directors agreed, to postpone a competitive pay review for the 2025/2026 board cycle until after the Board completes its consideration of the potential take-private transaction.

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 U.S. Securities and Exchange Commission (the “SEC”) and NASDAQ Stock Market’s Listing Rules. TTEC’s Board of Directors has determined that at least three members of the Audit Committee have accounting and other relevant financial management expertise, and, therefore, qualify as “audit committee financial experts,” as that term is defined by the SEC. The Audit Committee operates pursuant to a charter that is reviewed annually and updated to comply with the relevant regulatory requirements. The Audit Committee charter was most recently reviewed and updated in May 2024 and is available in the Investor Relations section of our website at https://investors.ttec.com/static-files/081c5dc8-a944-4805-b2ab-d20675ca20a4.

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, PricewaterhouseCoopers LLC (“PwC” or the “Auditor”), is responsible for auditing TTEC’s financial statements and providing an opinion on the conformity of TTEC’s consolidated financial statements with generally accepted accounting principles and on the effectiveness of TTEC’s internal control over financial reporting.

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 SEC and has detailed discussions with management about the quality and reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, the Audit Committee asks for management’s representations and reviews certifications prepared by TTEC’s Chief Executive Officer and Chief Financial Officer that the unaudited quarterly and audited annual consolidated financial statements of the Company fairly represent, in all material respects, the financial condition, results of operations, and cash flows of TTEC.

In 2022, the Committee transferred its cybersecurity, technology resilience, and critical incident response planning oversight responsibilities to a then newly created Security & Technology Committee of the Board, staffed with Board members who have special expertise on the issues of cybersecurity and technology, and technology-related risk management. The Audit and Security & Technology Committees of the Board have overlapping members and exchange information regularly, especially in connection with information technology controls that are relevant to internal controls over financial reporting. During 2024, the Audit Committee continued to oversee TTEC’s evolving strategy for its enterprise resources planning (ERP) systems and the professional services automation (PSA) platforms and how they support the Company’s internal controls over financial reporting and the accuracy and reliability of its financial reporting. During the year, the Audit Committee also received periodic status reports on the effectiveness of the Company’s treasury function, including the Company’s liquidity; its foreign exchange exposure management; the impact on the Company due to changes in interest rates; its tax function and its global tax planning practices; the Company’s acquisition integration activities; and its investor relations activities.

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 Public Company Accounting Oversight Board (the “PCAOB”) and works with the Auditor to ensure that its opinion conforms with these requirements. During 2024, the Audit Committee discussed with the Auditor those matters that are required to be discussed under the applicable requirements of the PCAOB and the SEC and received required written disclosures and the letter from the Auditor required by the applicable requirements of the PCAOB regarding the Auditor’s communication with the Audit Committee concerning the Auditor’s independence.

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 December 31, 2024. This appointment was ratified by TTEC stockholders at the 2024 Annual Stockholders Meeting.

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 $4.4 million, a $0.4 million increase year over year. The fee increase reflects inflationary pressures and the additional IT and goodwill impairment testing.

In accordance with SEC rules, the Auditor’s engagement partner for TTEC is subject to the five-year rotation requirement. In 2023, a new PwC engagement partner joined the TTEC independent audit team and, assuming satisfactory performance and the continuing engagement of PwC as the TTEC’s independent audit, the current engagement partner’s rotation period will end effective with the annual audit for the period ending December 31, 2027, rotating off the Company’s account in 2028 after the filing of the annual report on Form 10-K. The Audit Committee works closely with PwC to assure an appropriate succession planning for an orderly transition when the engagement partner’s rotation period ends, or if the partner leaves TTEC’s engagement for other reasons.

The Audit Committee reviewed and discussed with management TTEC’s audited annual consolidated financial statements for the year ended December 31, 2024. Based on this review, discussions with management, and in reliance on the reports and opinions of the Auditor, the Audit Committee unanimously recommended to the TTEC Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 page 67).

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 March 31, 2025:

We have determined beneficial ownership in accordance with the SEC rules. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and/or investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 47,804,123 shares of common stock outstanding as of March 31, 2025. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity in accordance with the SEC rules, we deemed outstanding shares of common stock: (1) subject to stock options held by that person that are currently exercisable or exercisable within 60 days of March 31, 2025; and (2) issuable upon the vesting of restricted stock units (RSUs) or performance-based restricted stock units (PRSUs) within 60 days of March 31, 2025. In accordance with the SEC rules, we did not deem outstanding these two categories of shares of common stock for the purpose of computing the percentage ownership of any other person or entity.

The information provided in the table is based solely on our records, and information filed with the SEC with respect to the owners of our shares of common stock, except where otherwise noted. Unless otherwise indicated, the address of each beneficial owner listed in the table is c/o TTEC Holdings, Inc., 100 Congress Avenue, Suite 1425, Austin, TX 78701.

*       Less than 1%.

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 SEC rules (generally, transactions involving amounts in excess of $120,000 in which a related person has a direct or indirect material interest). TTEC management monitors all related-party transactions, and reports about their status to the Audit Committee quarterly. TTEC executive officers and directors complete a questionnaire during the first quarter of each fiscal year, in which they provide information about the terms of all their related-party transactions (as defined in Item 404(a) of Regulation S-K) that occurred during the prior year and that are expected to occur during the current year. In reviewing related-party transactions, the Audit Committee of the Board considers whether these transactions are executed at “arms-length” by reviewing all relevant facts and circumstances, including among others, the commercial reasonableness of the terms, the actual and perceived benefit to the Company, opportunity costs of alternate transactions, the materiality and character of the related-party’s interest, the actual and apparent conflict of interests, the impact on a director’s independence (if the related-party is a director, an immediate family member of a director, or an entity controlled by a director), and the terms on which a similar transaction can be secured from unrelated third parties.

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 Avion, LLC (Avion) and Airmax LLC (Airmax) provide certain aviation flight services as requested by the Company. Such services include the use of an aircraft and flight crew. Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company, has an indirect 100% beneficial ownership interest in Avion and Airmax. During 2024, 2023, and 2022, the Company expensed $600,000, $1,000,000, and $500,000, respectively, to Avion and Airmax for services provided to the Company. There was $36,000 in payments due and outstanding to Avion and Airmax as of December 31, 2024. During 2024, the Company also spent approximately $1,252,000 with KPMG as an advisor on non-audit matters, of which approximately $710,000 was specific to the United States. Mr. Wagers’ daughter is employed by KPMG in a junior non-partner role and KPMG was a service provider to the Company prior to Mr. Wagers’ employment. Because of the family affiliation with KPMG, Mr. Wagers does not engage in decisions involving KPMG’s provision of services to the Company.

EXECUTIVES AND EXECUTIVE COMPENSATION

TTEC Executive Officers

Kenneth “Kenny” R. Wagers, 53, joined TTEC in February 2024 and assumed responsibilities of the Company’s Chief Financial Officer as of March 1, 2024.   Mr. Wagers brings to the role over 28 years of financial and operational experience with public and private companies.   Prior to joining TTEC, Mr. Wagers served as chief financial officer of Flexport, a global logistics and freight forwarding business from 2021 to 2023; as chief financial officer of FleetPride, a retailer of parts for heavy-duty trucks and trailers, between 2019 and 2021; and as chief operating officer of XPO Logistics, a global provider of supply chain solutions, between 2018 and 2019. From 2020 to 2024, Mr. Wagers was a member of the board of directors of Snap One Holdings Corporation (NASDAQ:SNPO), where he served on the Audit and Risk Management committee and chaired between 2020 and 2022.   Mr. Wagers holds a BA in Finance and an MBA from Georgia State University.

	David J. Seybold, 59, joined TTEC in December 2022 as the chief executive officer for TTEC Digital. An experienced, global business leader with a passion for technology, Mr. Seybold’s career is characterized by driving growth through digital transformation at scale.   Prior to joining TTEC, Mr. Seybold was chief executive officer, Americas for Atos SE, a Euronext-listed technology transformation company. Between 2015 and 2021, he served as the president, North America and chief operating officer for Avanade (a Microsoft – Accenture joint venture); and prior to that, Mr. Seybold spent more than 26 years in various senior executive roles for IBM (IBM:NYSE).   Mr. Seybold holds a bachelor’s degree in Quantitative Business Analysis and a degree in Economics from Penn State University and a master’s of science degree in Operations Management and an MBA from the University of Maryland, Robert H. Smith School of Business.
	John Abou, 51, joined TTEC in 2024, but did not become an executive officer of the Company until January 1, 2025. He serves as President of TTEC Engage, bringing 28 years of experience in driving transformative growth in the customer experience industry. During his career, he has led the growth of industry portfolios, go-to-market teams and global operations, working with some of the most recognized brands in the world. Prior to joining TTEC, Mr. Abou worked for over 20 years at Sutherland Global Services, a large provider of business process outsourcing and technology management services. His most recent role, prior to joining TTEC, was chief executive officer, customer experience management and global head of delivery.   Mr. Abou holds a bachelor’s degree in accounting from Niagara University and an executive MBA from the Bittner School of Business at St. John Fisher University. He also holds an advanced management degree from the Kellogg School of Business at Northwestern University.
	Margaret B. McLean, 61, serves as General Counsel and Chief Risk Officer of TTEC. She joined TTEC in June 2013.   Prior to TTEC, Ms. McLean was the chief legal and risk officer for CH2M (now part of Jacobs Engineering Group (NYSE:JEC)), a global engineering and program management company. Prior to CH2M, Ms. McLean was a corporate finance and M&A partner at a major law firm, working in its Denver, London, and Moscow offices. Ms. McLean started her career in IT at Hewlett Packard (NYSE:HPE) and led the application systems department for Science Applications Int’l (NYSE:SAIC).   She holds a JD from the University of Michigan, an MBA from the University of Colorado, and a bachelor’s degree in Management Information Systems and Computer Science from the University of Arizona.
	Michelle “Shelly” R. Swanback, 56, served as President of the Company and chief executive officer of TTEC Engage between May 2022 and December 2024. She joined the Company in May 2022 as the chief executive officer of TTEC Engage and was named President of TTEC Holdings, Inc. in November 2022. With a proven track record driving growth in the digital environment, Shelly is both a market maker and a strong cultural leader with over 30 years of experience in digital transformation, strategic consulting, technology, services, analytics and M&A.   Prior to TTEC, between 2020 and 2022, Ms. Swanback was President of Product and Platform at Western Union (NYSE:WU), where she led the Company’s digital transformation and doubled the WU digital business to $1 billion. Between 2014 and 2020, Ms. Swanback led Accenture Digital, building it into a global transformation powerhouse with more than $20 billion in annual revenue.   Ms. Swanback is a board member for Willis Towers Watson (NASDAQ:WTW). Ms. Swanback holds bachelor’s degrees in Finance and Computer Information Systems from Colorado State University.   In September 2024, Ms. Swanback notified the Company that she intended to resign effective December 31, 2024. She continued to provide consulting services to the Company through March 31, 2025.

Information regarding Kenneth D. Tuchman, Chairman and Chief Executive Officer, is provided under the heading “2025 Director Nominees.”

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:

Named Executive Officers

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:

In 2024, we paid the following Total Direct Compensation to our NEOs:

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 Mr. Wagers, who was hired in 2024:

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.

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.

EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE

To achieve its overarching objectives, our executive compensation program consists of the following four principal elements:

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.

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:

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.

How We Use Compensation Consultants

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 Meridian Compensation Partners, LLC (Meridian), an executive compensation consulting firm (meridiancp.com), as its independent advisor. Meridian has served in this role for the Committee since November 2020, and in 2024, the Committee considered whether a competitive review for compensation consulting services was appropriate. It determined to maintain status quo while the Board is considering a potential take-private transaction.

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:

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 $59,178 for their services.

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.

How We Use Peer Group, Survey, and Benchmark Data

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 September 2023. As a result of the review, Avaya, Inc. and ManTech International were removed from the TTEC peer group as no longer relevant to TTEC. Two additional companies, Maximus, Inc. and Perficient, Inc., were added to the TTEC peer group.

TTEC’s 2024 peer group included:

*September 2023 peer additions for use in 2024 pay decisions

In September 2024, the Compensation Committee further reviewed the Company’s peer group for 2025 compensation decisions and adjusted the group, based on the recommendations of its compensation consultant.

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

Mr. Tuchman, our Chief Executive Officer, beneficially owns 58.3% of the Company. His interest in the Company’s performance, therefore, is very closely aligned with that of our other stockholders. At Mr. Tuchman’s request, the Compensation Committee approved Mr. Tuchman’s base salary to be $1 since 2012. Further, pursuant to the terms of Mr. Tuchman’s employment agreement, he does not participate in the Company’s variable compensation plans. Accordingly, the Compensation Committee did not award any cash incentives or equity grants to Mr. Tuchman in 2024.

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 Mr. Bourret’s salary was increased in July 2024, and they remained unchanged for 2025 as of the date of these disclosures. Base salaries for our NEOs during 2023, 2024, and as of this filing for 2025 are summarized below.

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:

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 $8 million.

The 2023 pre-bonus adjusted Operating Income results measured against the targets were as follows:

Cash Incentives Paid in 2024 for 2023 Performance

In 2024, based on 2023 company financial performance, the Compensation Committee awarded $705,250 in cash incentives to the NEOs for 2023 performance as follows:

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 $7.1 million.

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:

The 2024 MBOs¹ against which performance was measured are as follows:

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 $421,250 in cash incentives to the NEOs for 2024 performance as follows:

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 Ms. Swanback, Mr. Seybold, Mr. Bourret, and Ms. McLean (see table below). Mr. Wagers joined the Company in February 2024 and was not eligible to receive an RSU award in connection with 2023 performance. The primary characteristics of TTEC annual RSUs granted to executives are as follows:

*Fair Market Value (FMV)

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 earn between 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 earn between 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.

*Compound annual growth rate (CAGR)

*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 Mr. Tuchman’s request, he does not participate in this program.

3.      Mr. Wagers joined the Company in February 2024, and he was not eligible to participate in the 2022 LTIP.

4.      Mr. Bourret was not eligible to participate in the 2022 LTIP.

5.      Mr. Seybold joined the Company in December 2022, and he was not eligible to participate in the 2022 LTIP

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. Mr. Wagers’ and Ms. McLean’s payouts under the 2024 LTIP will be based entirely on the performance of the Company, while Mr. Seybold’s payouts will be based 40% on the Company’s performance and 60% on the Digital business segment’s performance during the same 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 earn between 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.

*Compound annual growth rate (CAGR)

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:

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.

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 December 31, 2024. It is the policy of the Company to engage in transactions in its own securities in compliance with insider trading laws, rules and regulations.

POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS

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

Swanback Agreement

Seybold Agreement

McLean Agreement

Wagers Agreement

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.”