DEF 14A 1 tm212290d1_def14a.htm DEF 14A

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. )

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TTEC Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 13, 2021

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 Wednesday, May 26, 2021, at 10:00 a.m., Mountain 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 https://www.virtualshareholdermeeting.com/TTEC2021 and entering the 16-digit control number included in our notice of internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

We elected to provide access to our proxy materials via the internet under the U.S. Securities and Exchange Commission’s internet notice and access rules. 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 that by making our proxy materials available via the internet, we enhance our stockholders’ experience in accessing our information, understanding our business, and the way in which TTEC is governed and managed to maximize our stockholder value and our clients’ and employees’ experience. By providing the proxy materials via the internet, we also reduce the environmental impact of our Annual Meeting, which is consistent with our ongoing ESG (environmental-social-governance) goals.

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 all TTEC employees, thank you for your continued confidence in TTEC and our business.

Very truly yours,


KENNETH D. TUCHMAN

Chairman and Chief Executive Officer

TTEC Global Headquarters

9197 South Peoria Street

Englewood, Colorado 80112

Notice of 2021 Annual Meeting of Stockholders

Wednesday, May 26, 2021

10:00 a.m. Mountain Daylight Time

Join the webcast at http://www.virtualshareholdermeeting.com/TTEC2021.

ITEMS OF BUSINESS:

At the meeting, our stockholders will be asked to:

●

Elect eight directors named in the Proxy Statement, for a term of one year;

●

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021; and

●

Transact such other business, including stockholder proposals, as may properly come before the meeting.

The meeting will also include a report on our financial results for fiscal year 2020, our commentary on how the business is managing the global Coronavirus/COVID-19 pandemic’s impacts and opportunities, and our outlook for the remainder of 2021.

RECORD DATE:

Only stockholders of record at the close of business on April 5, 2021, will be entitled to receive notice of, and to vote at, the 2021 Annual Stockholders Meeting. Our total shares outstanding on the Record Date are 46,819,468.

By Order of the Board of Directors



Margaret B. McLean
Senior Vice President, Corporate Secretary and General Counsel
Englewood, Colorado
April 13, 2021

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 26, 2021: This Notice of Annual Meeting and Proxy Statement and the 2020 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

Proxy Statement Executive Summary			1
Matters to Be Voted on at the 2020 Annual Meeting			1
Our Company			1
ESG: Growing a Socially and Environmentally Responsible Business			6
General Information			11
Important Information About the Proxy Materials and Voting Your Shares			11
Corporate Governance			15
●	Board Leadership Structure		16
●	Board Risk Oversight		17
●	Communications with Our Board		18
●	Board Committees		18
	●	Audit Committee	18
	●	Compensation Committee	19
	●	Nominating and Governance Committee	19
	●	Executive Committee	20
●	Ethics Code for Executive and Financial Officers		20
●	Director Compensation Overview		21
Audit Committee Report			22
Stock Ownership of Directors, Management, and Certain Beneficial Owners			24
●	TTEC Insider Trading Policy – Hedging/Pledging Restrictions		25
Related-Party Transactions			25
Executives and Executive Compensation			26
●	TTEC Executive Team		26
Compensation Discussion and Analysis			27
●	2020 Performance Highlights		27
●	2020 Named Executive Officers		27
●	2020 Executive Compensation Summary		28
Consideration of 2020 “Say-on-Pay” Vote			29
Consideration of 2017 “Frequency on Say-on-Pay Vote”			29
Executive Leadership Team Compensation Approach and Structure			29
●	Our Approach to Executive Leadership Compensation		29
●	Executive Leadership Team Compensation Structure		30
Oversight of Our Executive Compensation Program			30
●	Role of the Compensation Committee		30
●	How We Use Compensation Consultants		31
●	How We Use Peer Group, Survey, and Benchmark Data		32
CEO Compensation			32
2020 Base Salary Compensation for Named Executive Officers			32

III

Performance-Based Cash Incentive Awards			33
●	Performance-Based Cash Incentives Funding Criteria		33
●	Performance-Based Cash Award Funding and Operating Income Results for 2019 Performance		33
●	Performance-Based Cash Award Funding and Operating Income Results for 2020 Performance		33
●	Individual Performance Targets and Awards for Performance-Based Cash Incentives		33
●	Cash Incentives Paid in 2019 and 2020 With Respect to 2019 Performance		34
●	Cash Incentives Paid in 2021 With Respect to 2020 Performance		35
●	2020 Equity Grants		36
	●	Annual Grants	36
	●	Long-Term Incentive Plans	36
	●	2019 Long-Term Incentive Plan	37
	●	2020 Long-Term Incentive Plan	38
	●	2021 Long-Term Incentive Plan	39
●	Employment Agreements		40
Compensation Risk Assessment			42
Tax Considerations			42
Accounting Considerations			42
Executive Compensation Tables			42
●	Summary Compensation Table Paid in 2020		42
●	Nonqualified Deferred Compensation Table		43
●	All Other Compensation Table		43
●	Grants of Plan-Based Awards		43
●	Outstanding Equity Awards at Year-End		44
●	Option Exercises and Stock Vested		45
●	Potential Payments Upon Termination or Change in Control		45
●	Change in Control Defined		45
●	Change in Control Table		46
●	2020 CEO Pay Ratio		46
●	Equity Compensation Plan Information		47
Compensation Committee Report			47
Proposals to be Voted on at the Annual Meeting			48
●	Proposal 1: Election of Directors		48
	●	Limits on Director Service on Other Company Boards	49
	●	Director’s Term, Availability and Ability to Serve	49
	●	Nominations of Directors	50
	●	2021 Director Nominees	51
	●	Required Vote	54
	●	Recommendation of the Board	54

●	Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm		55
	●	Fees Paid to Accountants	55
	●	Audit Fees	55
	●	Audit-Related Fees	55
	●	Tax Fees	55
	●	All Other Fees	55
	●	Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services	55
	●	Required Vote	56
	●	Recommendation of the Board and the Audit Committee	56
Additional Information			56
●	Stockholder Submission of Nominations and Proposals		56
●	Other Business		56
●	Annual Report		56

9197 South Peoria Street
Englewood, Colorado 80112

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 2020 Annual Report on Form 10K for the period ended December 31, 2020, and any subsequent financial filings, before voting your shares.

MATTERS TO BE VOTED ON AT THE 2021 ANNUAL MEETING

Proposal	Board Recommendation	For more detail, see page:
1. Election of directors	FOR each Nominee	48
2. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2021	FOR	55

On or about April 13, 2021, 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 2020 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

TTEC Holdings, Inc. (“TTEC”, “the Company”) is a leading global customer experience as a service (“CXaaS”) partner for many of the world’s iconic brands, Fortune 1000 companies, government agencies, and disruptive growth companies. TTEC helps its clients deliver frictionless customer experiences, strengthen customer relationships, brand recognition and loyalty through personalized interactions, improve their Net Promoter Score, customer satisfaction and quality assurance, and lower their total cost to serve by combining innovative digital solutions with best-in-class service capabilities to enable and deliver simplified, consistent and seamless customer experience across channels and phases of the customer lifecycle.

Our CXaaS solutions enhance our clients’ customers experience and help differentiate our clients from their competition.

In the fast expanding direct-to-customer channel where experiences are everything, enterprises must become increasingly more customer-centric, virtualized and digitally enabled to acquire, grow and maintain customers. Our mission is to enable and accelerate our clients’ path to virtual and digital transformation. We are focused on improving the experience of our clients’ customers by leveraging existing and emerging technologies — cloud, omnichannel, analytics, artificial intelligence (“AI”), machine learning (“ML”), robotic process automation (“RPA”), and real-time conversational messaging.

The Company reports its financial information based on two segments: TTEC Digital and TTEC Engage.

● TTEC Digital provides the customer experience (“CX”) technology services and platforms to support our clients’ customer interaction delivery infrastructure. The segment designs, builds and operates the omnichannel ecosystem in a cloud, on premise, or hybrid environment, inclusive of fully integrating, orchestrating, and administrating highly scalable, feature-rich CX technology applications.

● TTEC Engage provides the CX managed services to support our clients’ end-to-end customer interaction delivery, by providing the essential CX omnichannel and application technologies, human resources, recruiting, training and production, at-home or facility-based delivery infrastructure on a global scale, and engagement processes. This segment provides full-service digital, omnichannel customer engagement, supporting customer care, customer acquisition, growth and retention, and fraud detection and prevention services.

TTEC Digital and TTEC Engage strategically come together under our unified offering, Humanify^® CXaaS, which drives measurable customer results for clients through the delivery of personalized, omnichannel experiences. Our Humanify^® cloud platform provides a fully integrated ecosystem of CX offerings, including messaging, AI, ML, RPA, analytics, cybersecurity, customer relationship management (“CRM”), knowledge management, journey orchestration and traditional voice solutions. Our end-to-end platform differentiates us from many competitors by combining design, strategic consulting, best-in-class technology, data analytics, process optimization, system integration and operational excellence. This unified offering is value-oriented, outcome-based and delivered to large enterprises, governments and disruptive growth companies on a global scale.

During fiscal 2020, the TTEC global operating platform delivered onshore, nearshore and offshore services in 20 countries on six continents -- the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Costa Rica, Germany, Greece, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, Singapore, South Africa, Thailand, and the United Kingdom. At the end of 2020, 61,000 consultants, technologists, and CX professionals supported TTEC operations around the globe.

To improve our competitive position in a rapidly changing market and stay strategically relevant to our clients, we continue to invest in innovation and service offerings for both mainstream and high-growth disruptive businesses, diversifying and strengthening our core customer care services with consulting, data analytics, insights, and technology-enabled, outcomes-focused services.

We also invest to broaden our product and service capabilities, increase our global client base and industry expertise, tailor our geographic footprint and our work from home delivery platform to the needs of our clients, and further scale our end-to-end integrated solutions platform. To this end we have been highly acquisitive in the last several years, including an acquisition announced in the first quarter of 2021, but started in 2020, of an end-to-end CX and CXaaS provider of Genesys and Microsoft cloud solutions; another acquisition announced in the second half of 2020 of a preferred Amazon Connect cloud contact center service provider; and an acquisition in the first quarter of 2020 of an autonomous customer experience and intelligent automation solutions provider.

We return capital to our shareholders through our dividend program. Since the inception of our dividend program in 2015, the Company has continued to pay a semi-annual dividend, usually in October and April of each year. Our dividends gradually increased from $0.18 to $0.40 per common share in the last five years. On December 3, 2020, the Board of Directors authorized a special one-time dividend of $2.14 per common share, which was paid on December 30, 2020, to shareholders of record as of December 18, 2020. On February 25, 2021, the Board of Directors authorized a semi-annual dividend of $0.43 per common share, payable on April 21, 2021, to shareholders of record as of April 5, 2021.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. Within weeks of this announcement, travel bans, a state of emergency, quarantines, lockdowns, “shelter-in-place” orders, and business restrictions and shutdowns were issued in most countries where TTEC does business. Our business continuity plans were executed to transition as many employees as was reasonably possible to a work-from-home environment to support the health and well-being of our employees and communities and to provide a stable service delivery platform for our clients.

Between mid-March and mid-April 2020, we transitioned over 80 percent of our employee population to a work-from-home environment. With the easing of some of the government restrictions, those employees who were considered essential and could not operate effectively while remote returned to our brick-and-mortar sites, but most continue to work from home. Approximately 85 percent of our employees work remotely today. For those sites that continue to operate, we have taken extensive measures to protect the health and safety of our employees in accordance with the recommendations and guidelines provided by the World Health Organization, U.S. Centers for Disease Control and Prevention, European Centre for Disease Prevention and Control, the U.S. Occupational Safety and Health Association, and local governments in jurisdictions where our customer experience centers are located.

With the onset of the pandemic, we launched multiple cost reduction, optimization, and liquidity preservation initiatives to align our expenses with anticipated changes in revenue and increased costs related to COVID-19 and government-mandated restriction measures. With the greater adoption of our work-from-home solution during the COVID-19 pandemic, we also launched a comprehensive review of our global real estate footprint to balance our commitments to physical facilities around the globe against evolving client preferences with respect to traditional physical delivery centers and work-from-home delivery. Our results of operations for 2020 permitted us to reverse most of the cost austerity measures. Considering the continued COVID-19-related uncertainties, however, we continue to remain vigilant in our cost management.

2020 PERFORMANCE HIGHLIGHTS

Our 2020 performance is summarized below:

● Our revenue was a record $1.95 billion, an increase of 18.6 percent over the year ago period.

● Our income from operations was $204.7 million or 10.5 percent of revenue, a 65.5 percent increase year over year. Income from operations on a non-GAAP basis¹ was $242.4 million, or 12.4 percent of revenue, compared to 9.3 percent in the prior year.

● Our net cash provided by operating activities was $271.9 million compared to $238.0 million in the prior year.

● We booked $659 million in new business, a 35 percent increase over the prior year.

● Our diluted earnings per share were $2.52 compared to $1.65 in the prior year, and $3.82 compared to $2.25 in prior year on a non-GAAP basis.

● We paid $34.5 million in semi-annual cash dividends and a one-time special dividend of $100.0 million to our shareholders.

TTEC computes company performance metrics on a non-GAAP basis, which adjusts for non-operating items including, but not limited to, asset impairment, restructuring charges and integration expenses, deconsolidation of subsidiaries, changes in acquisition earn-outs, changes in tax valuation allowances, return to provision adjustments, and one-time non-recurring items. Please review a copy of the 2020 Annual Report and 2020 full-year earnings press release for a reconciliation of these non-GAAP adjustments.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board follows sound governance practices.


Independence		● In 2020, six out of our seven Board members were independent directors.
		● All Board committees, except a special purpose Executive Committee, are comprised exclusively of independent directors. ● In 2021, subject to TTEC stockholders voting in favor of the directors nominated by the Board, seven out of eight Board of Directors nominees will be independent directors pursuant to the standards set forth in the NASDAQ Stock Market Rules, which is the standard used by the Company to determine Board member independence.
Executive Sessions		● The independent directors regularly meet in executive sessions without management. ● The independent directors regularly meet with the independent auditor, internal audit, financial, compliance, and legal executives in executive sessions without management.

Board Oversight of Risk Management

● Our Board understands, oversees, and regularly reviews risks inherent in TTEC’s business.

● The Audit Committee of the Board reviews our overall enterprise risk management policies and practices, is actively involved in the oversight of our Enterprise Risk Management program, and reviews risks inherent in our internal controls over our financial reporting, risks specific to how we collect, store, use and transfer information, risks specific to our geographic footprint and concentration, risks specific to our work from home environment, risks specific to health and safety of our work environment, including COVID-19 mitigation practices, risks specific to our complex regulatory compliance framework around the world, and our cybersecurity risks.

● The Compensation Committee of the Board evaluates the risks associated with TTEC’s management and employee compensation plans and the structure of our employee incentives.

● The Nominating & Governance Committee of the Board is focused on risks inherent in our governance, management, and board succession planning, and risks specific to crisis management and incident response.

Board Oversight of Environmental, Social and Governance (ESG) Initiatives

● Our Board oversees and regularly reviews TTEC’s commitment to ESG initiatives.

● The Nominating & Governance Committee of the Board is tasked with the oversight of ESG at TTEC, including establishment of ESG priorities for the Company, the implementation of ESG disclosure reporting standards, ESG related awareness and training initiatives, and our diversity, equity, and inclusions programs.

● In 2020, the Committee approved the management’s recommendation to adopt the Sustainability Accounting Standards Board (SASB) framework for ESG disclosure; and directed the Company to produce an ESG report for fiscal year 2021.

Stock Ownership Requirements

● Our Chief Executive Officer and Chief Financial Officer must, within five years of attaining their positions, hold common stock valued at 3x their base salary.

● Members of our executive leadership team at the executive vice president level must, within five years of appointment, hold common stock valued at 2.5x their base salary; while executives at the senior vice president level must hold 1.5x their base salary. Company executives at group vice president level must hold 0.5x their base salary.

● Our Board members must, within five years of joining our Board, hold common stock valued at 3x their annual cash retainer fees.

Board Practices

● Our Board annually reviews its overall effectiveness and the effectiveness of its committees.

● Board nomination priorities are adjusted annually to ensure that our Board, as a whole, continues to reflect the appropriate mix of skills, experience, and competencies necessary to support TTEC’s strategy.

● Our Board committees have access to independent advisors at their sole discretion.

● The Nominating & Governance Committee of the Board maintains and enforces TTEC’s Corporate Governance Guidelines, which include conflicts of interest, board qualifications and over-boarding guidelines.

Accountability

● All directors stand for election annually.

● Our Chairman of the Board and Chief Executive Officer is the controlling stockholder of TTEC. He controls 59.8 percent of our common stock.

DIRECTOR EXPERIENCE

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

If members of the Board are elected at our 2021 Annual Stockholders Meeting, as nominated, our Board would include two women and two ethnically diverse directors who we believe further enhance the quality of deliberations and ultimately the decision-making processes at the board level.

ESG: GROWING A SOCIALLY AND ENVIRONMENTALLY RESPONSIBLE BUSINESS

At TTEC, meeting the needs of the present without compromising the ability of future generations to enjoy our world is a part of our overarching purpose to “bring humanity to business”. We believe that proactively managing environmental, social, and governance (“ESG”) issues as part of our business strategy is critical to our sustainable growth and is an important part of our risk management strategy. Our comprehensive ESG program is built on four pillars -- enlightened people strategy, sustainable climate friendly operations, philanthropy, and responsible information management. These programs are well resourced, active, and vital to our goal of being a global business leader chosen by employees, customers, partners, and investors because of our reputation for operating with integrity and promoting strong ESG best practices across the globe.

Enlightened People Strategies

Diversity, Equity & Inclusion. TTEC believes that consistent diversity, equity and inclusion (“DE&I”) policies lead to innovation and growth. To drive our long-standing commitment to DE&I, in 2020 we established a Corporate DE&I Council led by senior executives and comprising representatives of many diverse employee groups from different parts of the Company and the globe. The DE&I Council focuses its work on attraction of diverse talent pool to the Company, driving enterprise-wide awareness and diversity training, and providing mentorship and path to leadership opportunities for traditionally underrepresented employees. The Council’s work has been a critical factor in fostering organizational change by identifying best practices and holding the organization accountable for meaningful outcomes that align with TTEC’s vision of “bringing humanity to business.” Based on Council’s initiatives, TTEC adopted specific diversity metrics that are included in the annual performance goals for the CEO and members of TTEC executive leadership team.

As of December 31, 2020, the Company’s DE&I efforts lead to significant outcomes globally:

To further support our inclusive culture and offer tools for our mangers and our clients, TTEC developed a new AI-enabled learning and performance technology Humanify® DEI+ BOT. Blending machine and human learning to enhance users’ recognition of bias in a safe setting, the BOT encourages diversity and inclusion awareness and offers adoptive practical suggestions by analyzing users’ responses to common workplace situations. It provides measurable feedback and real-time coaching to improve quality of interactions and enhance learning outcomes. Combined with immersive dialogue, role-playing, and hands-on exercises, the Humanify® DEI+ BOT offers users the tools and confidence they need to manage uncomfortable conversations on race, gender, religion, mental health, sexual orientation, disability, and age issues.

Development and Training. To support our employees’ advancement and prepare them for the demands of rapidly changing workplace and client requirements, we offer an extensive career-focused curriculum. In 2020, despite COVID-19 pandemic pressures, we made significant investments into our talent management platform, TTEC University. The platform includes a library of more than 8,000 courses that cover important business acumen topics ranging from business operations, leadership, ethics, finance, negotiation, and project management excellence to subject-matter-specific professional and technical curricula. Also, in 2020, TTEC launched its Talent Accelerator Program (“TAP”) designed to identify and attract new graduates from diverse backgrounds, with interests and experiences ranging from technology to humanities. TTEC TAP participants undergo a three-year rotation program through all business segments and functions in TTEC organization, gaining hands-on experience in finance, risk management, human capital, IT, communication, marketing, sales, and operations, and fully immersing in the day-to-day operations of the business. Once they graduate from TAP, the program participants will be equipped with knowledge and experience necessary to progress as managers in the Company. The attraction, development, and retention of employees are important to TTEC’s success, and we believe that these development and training programs make TTEC an employer of choice for our target employee population.

Workplace Safety. The health and safety of our employees is one of our highest priorities. TTEC’s success depends on protecting our employees, visitors, clients, and facilities, and we rely on the diligence of our employees to help us meet our safety and security standards. TTEC employees are required to complete health and safety training when they join the Company, and they are encouraged to report any concerns about safety in their work environment. This employee empowerment initiative launched in 2018 and the shift to working from home during the COVID-19 pandemic, lead to a reduction to our injuries at work by approximately 65 percent by year-end 2020.

Our commitment to safety was more important than ever in 2020, when we had to change how we work to address the COVID-19 pandemic. For the sites that provided essential services and had to remain operational during the pandemic, we invested approximately $5.6 million to comply or exceed recommendations promoted by the World Health Organization (“WHO”), Centers for Decease Control and Prevention (the “CDC”), the United States Occupational Safety Administration (“OSHA”) and their equivalents in countries where our facilities remain open. These health and safety measures include enhanced sanitation and safety protocols, increased cleaning frequency, added signage and workstation reconfiguration for social distancing, personal protective equipment, contact tracing, shuttle services, and automated health attestations.

Our Humanify®@Home remote work platform enabled 100,000 users (our employees and our clients’ employees) to rapidly transition to work-from-home environment during onset of the COVID-19 pandemic, which did not only contributed to reduction in virus spread and safeguarded jobs, but also opened attractive employment opportunities to a diverse employee base.

Employee Engagement: TTEC believes that employee engagement fosters productivity and innovation and leads to lower employee turnover and meaningful employment satisfaction. To assess and improve our employee engagement, we conduct periodic employee pulse surveys and employee Net Promoter Score (NPS) surveys. Based on the results of the surveys, we proactively address employee concerns and reinforce activities that employees tell us encourage them to stay with the Company and to recommend it as an employer of choice to others. In recent years, approximately 35,000 employees completed our NPS survey, achieving an overall employee engagement score of 82 percent compared to Gallup best-in-class rating of 65 percent.

Based on feedback from our employees and review of quantitative metrics, in 2020 Forbes Magazine named TTEC as one of America’s Best Employers by in the following categories: #24 Best Employers for Veterans 2020; #162 Best Employers for New Grads; #167 Best Employers for Women; #184 Best Employers for Diversity.

Sustainable Climate Friendly Operations

Sustainability is Good for Business. TTEC believes that sustainable operations are good for business and manages its resource consumption, recycling programs and remote work enablement to promote climate friendly outcomes. These programs allow TTEC to reduce its real estate footprint, utilities, and equipment costs, improve performance, and increase training efficiency. TTEC’s commitment to the environment is viewed positively by our employees and by many of our clients, increasing loyalty and retention of our talented employee base, reducing our cost of recruitment, and improving the reliability and quality of our services to our clients and their customers.

TTEC continues to strengthen its ESG initiatives to accelerate the reduction in environmental impacts including the use of high efficiency HVAC equipment set to climate sensitive seasonal temperature standards, converting fluorescent lights to energy saving LED alternatives, installing remote lighting controls and water saving faucets, and supporting LEED-minded vendors and manufacturers who utilize recycled materials and embrace sustainable construction and environmentally friendly waste management and repurpose and reuse practices.

In 2020, TTEC recycled 56 tons of waste. Year over year our facilities-based recycling volumes were lower because many facilities remained idle due to COVID-19 necessitated transition to work from home.

The pandemic in 2020 taught us new ways of working and accelerated previously planned reduction in travel. We learned to engage with our clients and employees remotely and reduced our global travel by 5,700 trips, a rough equivalent of 16,705 tons of carbon emission reduction. While some of the travel will return in 2021-2022, as the threat of the COVID-19 pandemic subsides, the new ways of client and employee engagement without the need of cross country and cross continental travel will allow us to continue our carbon footprint reductions.

Philanthropy

Philanthropy and giving back are shared values for TTEC and its employees. In 2020, the TeleTech Community Foundation (the “Foundation”) was ranked as one of the Top Ten Corporate Foundations in the State of Colorado by the Denver Business Journal for local charitable giving. The Foundation’s giving priorities are STEM education organizations that focus on underrepresented families around the world. The Foundation donated more than $4 million to various STEM initiatives in fifteen countries where we work, since its inception in 2007. In 2020, in additional to its usual giving initiatives, the Foundation donated $132,000 in matching funds to organizations that focus on social justice and equality. Through Fuel Hope Kitchen, a partnership between TTEC, the Tuchman Family Foundation, BirdCall and Centura Health more than 200,000 meals have been provided to frontline healthcare workers — Colorado heroes in COVID-19 fight, utilizing the TTEC kitchens at the Englewood, Colorado, USA HQ. In addition, TTEC also made in-kind service donations to those organizations that required rapid response in emergency situations by standing up volunteer staffed special purpose contact centers when requested.

Despite the pandemic challenges, TTEC Philippines continued its tradition of Project Share, TTEC’s annual Christmas community outreach programs.

Responsible Information Management

As an innovative technology company, TTEC is committed to safeguarding the privacy of our clients’, their customers’, and our employees’ data. Long before it became a regulatory requirement, TTEC set up robust data privacy programs around the world. These programs are reviewed and refreshed annually, as best practices and global privacy expectations evolve. TTEC believes in privacy first and works to provide all stakeholders with notice of what data we collect and how it is being used. We position our internal and external solutions to honor data subjects’ rights. We are committed to data security and have implemented an information security program based on the standards recommended by the Center for Internet Security (CIS) and the National Institute of Standards and Technology (NIST) that meet our obligation to take reasonable, appropriate safeguards to protect data.

TTEC’s commitment to information security is reflected in its leadership team – in 2020, the Company’s chief information security officer was named among the top 100 Chief Information Security Officers (CISO) by the Cyber Defense Awards.

2021 BOARD NOMINEES

Director	Age	Director Since	Independent	Qualifications
Kenneth D. Tuchman	61	1994		● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company CEO and Board Experience ● Risk Management Experience ● Service Industry Experience ● ESG Experience ● Technology Sector Experience ● TTEC Founder
Steven J. Anenen	68	2016	✓	● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company CEO and Board Experience ● Risk Management Experience ● Service Industry Experience
Tracy L. Bahl	59	2013	✓	● Business Transformation Experience ● M&A Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Audit Experience ● Public Company CEO and Board Experience ● Risk Management Experience ● Service Industry Experience

Gregory A. Conley	66	2012	✓	● Business Transformation Experience ● Capital Markets and M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Audit Experience ● Public Company Board Experience ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience
Robert N. Frerichs	69	2012	✓	● Business Transformation Experience ● Capital Markets or M&A Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Audit Experience ● Public Company Board Experience ● Public Sector ● Risk Management Experience ● Service Industry Experience ● Technology Sector Experience
Marc L. Holtzman	61	2014	✓	● Business Transformation Experience ● Capital Markets Experience ● Global Experience ● Industry Experience ● Operator or CEO Experience ● Public Company Board Experience ● Risk Management Experience ● Service Industry Experience ● ESG Experience
Gina L. Loften	55		✓	● Business Transformation Experience ● M&A Experience ● Global Experience ● Industry Experience ● Public Sector Services Delivery Experience ● Risk Management Experience ● Service Industry Experience ● ESG Experience ● Technology Sector Experience
Ekta Singh-Bushell	49	2017	✓	● Business Transformation Experience ● Global Experience ● Public Company Audit Experience ● Public Company Board Experience ● Risk Management Experience ● Service Industry Experience ● ESG Experience ● Technology Sector Experience

2020 EXECUTIVE COMPENSATION HIGHLIGHTS

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Our executive compensation program is designed to reward financial results and effective strategic leadership, which we believe are key to building sustainable value for our stockholders.

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Our executive compensation program utilizes a mix of base salary, and short- and long-term incentives, to attract and retain highly qualified executives and maintain a strong relationship between executive pay and company performance.

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Our executive compensation program places significant weight on ethical and responsible conduct in pursuit of TTEC’s strategic goals. Our incentive recoupment (clawback) policy enables our Board of Directors to recoup cash and equity incentive compensation from those senior executives whose conduct would contribute to a financial restatement or damage TTEC in other material respects.

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Our executive compensation program places a meaningful portion of compensation “at risk” by aligning cash incentive payments to performance and by granting equity that vests over four- and five-year periods to ensure that the actual compensation realized by executives aligns with stockholder value over the long term.

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Our executive officers are subject to stock holding requirements that further align their interests with our stockholders.

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Our equity incentive program includes two components: one that rewards the prior year’s performance but vests over time, and another that is forward looking and rewards growth of key performance indicators like revenue and operating income over a three-year period. By emphasizing a longer-term view in equity performance incentives, the Company aligns our Executive Officers’ interests with the interests of and value creation for our stockholders.

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We ensure that our rewards are affordable by aligning them to the Company’s annual business plan.

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At our 2020 Annual Meeting of Stockholders, the last time our stockholders had the opportunity to consider our executive compensation, they indicated strong support for the program with 99.77 percent voting in favor of the program¹. The stockholders will again consider our executive compensation on an advisory basis as part of this 2023 Annual Stockholder Meeting.

The following table reflects the compensation decisions made by the Compensation Committee for TTEC’s Named Executive Officers (NEOs) who continue to serve as TTEC’s Executive Officers as of the date of this Proxy Statement.

Named Executive Officers	Actual Total Direct (TDC) Compensation ¹			Market TDC at 25^th		Market TDC at 50^th		Market TDC at 75^th		Percentile
Kenneth D. Tuchman		$ 1	²	$	4,812,000	$	6,050,000	$	9,048,000		<25th
Richard Sean Erickson ³		$1,002,067		$	625,000	$	785,000	$	1,225,000		–
Judi A. Hand		$2,576,521		$	820,000	$	1,606,000	$	2,249,000		>75th
Margaret B. McLean		$1,578,948		$	628,000	$	943,000	$	1,223,000		>75th
Regina M. Paolillo		$3,132,967		$	2,072,000	$	2,752,000	$	3,438,000		>50th

Actual TDC represents base salary earned in 2020, bonus earned for 2020 performance paid in 2021, FMV RSU equity grants awarded in 2020, performance-based shares granted at target achievement under the 2020 long-term incentive plan and settlement in 2021 of performance-based awards earned for the 2020 achievement period (Tranche 2) under the 2019 long-term incentive plan.

As previously disclosed, at Mr. Tuchman’s request, the Compensation Committee approved Mr. Tuchman’s base salary to be $1 per year.

Mr. Erickson joined TTEC on September 8, 2020. Based on his limited tenure with the company, we did not compare his 2020 actual compensation against market. However, his actual TDC represents base salary earned in 2020, prorated bonus earned for 2020 performance paid in 2021, a sign-on bonus, a new hire RSU FMV equity grant awarded in 2020, and prorated performance-based shares granted at target achievement under the 2020 long-term incentive.

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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 26, 2021, at 10:00 a.m. Mountain Daylight Time to be held completely “virtually” as further covered in this Proxy Statement, and at any adjournment or postponement thereof.

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 in person 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: http://www.virtualshareholdermeeting.com/TTEC2021. To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your Notice, 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 of 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. 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 April 5, 2021 (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 http://www.virtualshareholdermeeting.com/TTEC2021 and using your 16-digit control number to enter the meeting. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank trustee, or nominee, or other similar evidence of ownership. 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 U.S. Securities and Exchange Commission, 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 of Proxy Materials (the “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 the 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.

Additional Procedures. 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. With regard to the election of directors, votes may be cast for, against or abstain; votes that abstain will be excluded entirely from the tabulation of votes and will have no effect. Cumulative voting is not permitted in the election of directors. Consequently, you are entitled to one vote for each share of our common stock held in your name for as many persons as there are directors to be elected, and for whose election you have the right to vote.

With respect to the other proposals submitted for stockholder approval (other than the election of directors), you may vote for or against the proposal, or you may abstain. Abstentions will have the same effect as a negative vote on the ratification of the appointment of our independent registered public accounting firm for 2021.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, brokerage firms have the authority to vote your shares without your voting instructions on certain “routine” matters, such as Proposal 2, but not on other “non-routine” items, such as Proposal 1. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

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:

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Proposal 1:

The election of eight directors (see page 48; and

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Proposal 2:

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 (see page 55);

We will also consider other business that properly comes before the Annual Meeting.

What are my voting choices?

For the election of directors (Proposal 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. For ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 (Proposal 2), you may vote “FOR”, “AGAINST” or “ABSTAIN”.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

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“FOR” each of the nominees to our Board; and

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“FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting for 2021.

Kenneth D. Tuchman, our Chairman and Chief Executive Officer and the beneficial owner of approximately 59.8 percent of the issued and outstanding shares of common stock as of the record date (approximately 59.8 percent of the shares entitled to vote, excluding stock options) has indicated that he intends to vote:

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“FOR” each of the nominees to our Board; and

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“FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

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:

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“FOR” each of the nominees to our Board; and

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“FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

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:

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Voting again through the internet, by telephone, or by completing, signing, dating, and returning a new proxy card with a later date, all of which automatically revoke the earlier proxy so long as completed prior to the applicable deadline for each method;

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Providing a written notice of revocation to our Corporate Secretary at TTEC Holdings, Inc., 9197 South Peoria Street, Englewood, Colorado 80112, prior to your shares being voted; or

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Attending the virtual Annual Meeting and voting during the meeting. Your virtual attendance at the Annual Meeting alone will not cause your previously granted proxy to be revoked unless you specifically so request before the taking of the vote.

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.

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, 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 eight 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.

How are votes counted?

Abstentions will be treated as shares that are present and entitled to vote and will consequently have the effect of a vote “AGAINST” the particular matter. Votes withheld from a director nominee will have no effect on the election of the director from whom votes are withheld. 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 own or hold shares in a brokerage account, can my broker vote my shares for me?

The vote on election of directors is a matter on which brokers do not have discretionary authority to vote. Thus, if your shares are held in a brokerage account and you do not provide instructions as to how your shares are to be voted on this proposal, your broker or other nominee will not be able to vote your shares on this matter. Accordingly, we urge you to provide instructions to your broker or nominee so that your votes may be counted. You should vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

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 U.S. Securities and Exchange Commission 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 2020 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 2020 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 2020 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., 9197 South Peoria Street, Englewood, Colorado 80112, Attention: Investor Relations, or by calling +1.800.835.3832. If you are outside of the U.S., please dial +1.303.397.8100, or send an email to investor.relations@ttec.com.

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 9197 South Peoria Street, Englewood, Colorado 80112, 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 U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission, 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 2020 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., 9197 South Peoria Street, Englewood, Colorado, 80112, Attention: Investor Relations, or by calling +1.800.835.3832. If you are based outside of the U.S., please dial +1.303.397.8100, or send an email to investor.relations@ttec.com.

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 includes:

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Oversight of the Company’s management;

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Appointment of the Chief Executive Officer;

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Goal setting for and overseeing performance of the Company’s executive management team;

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Management succession planning;

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Oversight of effective corporate governance, including selecting and recommending for stockholders’ approval nominees for the Board of Directors;

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Assessment of Board performance;

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Board succession planning;

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Forming and staffing Board committees;

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Review and oversight of the development and implementation of the Company’s annual strategic, financial, and operational plans and budgets;

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Assessment and monitoring of Company’s risk and risk management practices;

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Review and approval of significant corporate actions;

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Monitoring of processes designed to assure TTEC’s integrity and transparency to its stakeholders, including financial reporting, compliance with legal and regulatory obligations, maintenance of confidential channels to report concerns about violations of laws and policies, and protection against reprisals for those who report such violations;

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Oversight of the relationship between the Company and its stockholders; and

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Support for the Company’s commitment to its corporate responsibility and sustainable business.

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 approximately 59.8 percent of the outstanding equity in the Company, has a unique insight into the Company’s customer engagement 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 consulting, technology, growth and care services company.

With the exception of Mr. Tuchman, all of our 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:

● The Board and Board committees hold executive sessions comprised entirely of the independent directors.

● During 2020, six of seven directors were independent on our Board.

● Our Compensation Committee, comprised entirely of independent directors, makes all executive management compensation determinations based on the individual manager’s performance and input from independent compensation consultants.

● Our Compensation Committee, retains an independent compensation consultant when it deems it appropriate.

● Board members have unrestricted access to independent consultants, including legal counsel.

● Our Board members and executives have a shareholding guideline consistent with industry best practices.

● Our Board and its committees perform an annual self-assessment and act on the findings.

● Our Board published Corporate Governance Guidelines to communicate to the stockholders and other stakeholders how the Company is governed.

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 Board’s committees, including our Nominating and Governance

Committee and our Compensation Committee, 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 in the past 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 Participation in 2020

● Twelve Board meetings held in 2020

● Each director attended at least 92 percent of all Board and relevant committee meetings

● All directors attended our Annual Meeting of Stockholders in 2020

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), information technology security, regulatory compliance, ESG, 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 2020, the Board’s ERM oversight primarily focused on, but was not limited to, the following areas (i) the Company’s strategy and long-term growth plans; (ii) the Company’s resilience and response during the COVID-19 pandemic; (iii) cybersecurity preparedness and cybersecurity incident response; (iv) risks inherent in TTEC’s global footprint and its rapid transition to work-from-home delivery model as part of its COVID-19 response; (v) business continuity planning and execution; (vi) emergency preparedness, critical incident response, and disaster recovery planning; (vii) risks arising from the complexities of regulatory compliance framework that affects TTEC’s global business; (viii) the service delivery effectiveness of the Company’s business segments; and (ix) risks inherent in our controls over financial reporting. 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 executive management 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.

Board/Committee	Primary Areas of Risk Oversight
Full Board	Enterprise risk management structure; strategic risk associated with TTEC’s business plan; litigation that may have material financial or reputational impact on the Company; significant capital transactions, including M&A, technology investment and divestitures; capital structure risks; service delivery effectiveness; and CEO and senior management succession planning.
Audit Committee	Risks related to financial reporting, disclosure, and related controls; major financial exposure risks; significant IT risks, including information security and cybersecurity risks; ethics and compliance risks; risks inherent in the Company’s regulatory environment; currency exposure risks; liquidity risks; business continuity and disaster recovery planning; health and safety risk, including COVID-19 precautionary measures; and related-party transactions risk.
Compensation Committee	Executive recruiting, retention, and succession planning; compensation policies and practices, including incentive compensation; and health and welfare benefits programs. Assessment of the risks associated with compensation policies and practices applicable to TTEC’s employees to determine if such policies and practices are reasonably likely to have a material adverse effect on TTEC.
Nominating and Governance Committee	Corporate governance risks; effectiveness of Board’s and its committees’ performance; Board succession, Board candidate nomination and succession planning; conflicts of interest; director independence and competencies; and ESG initiatives.

The Board and its committees periodically request and receive comprehensive reports from key Company functions, including finance, treasury, tax, legal, information security, human capital, risk management, and IT; and have the opportunity to assess risk exposures of the business in these specific functional areas. The Audit Committee, with assistance and input from management, conducts an annual enterprise-wide risk review and adopts the Company’s annual internal audit plan designed to test business processes that may represent special risk exposures to the Company. The Audit Committee quarterly reviews the results of completed internal audits and actively monitors the progress of recommended remedial and mitigation plans. 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 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 human capital 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 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 section titled “Compensation Discussion and Analysis” in these proxy materials.

Communications with Our 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 corporatesecretary@ttec.com or to the following address:

Board of Directors

c/o Corporate Secretary

TTEC Holdings, Inc.

9197 South Peoria Street

Englewood, Colorado 80112

Since most members of the TTEC leadership team, including the Corporate Secretary, work remotely during the ongoing COVID-19 pandemic, communication via email through the corporatesecretary@ttec.com 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 can be monitored on a daily basis.

Board Committees

The following table outlines the composition of each of our Board committees during 2020:

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

Audit Committee

The Audit Committee 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:

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Assisting the Board in its oversight of the integrity of TTEC’s financial statements;

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Overseeing the adequacy of internal controls over our financial reporting and disclosure processes;

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Selecting, evaluating, and appointing the independent registered public accounting firm, including assessing the registered public accounting firm’s independence and qualifications;

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Reviewing and approving all non-audit services performed by the independent registered public accounting firm;

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Overseeing the activities and processes of the TTEC internal audit department;

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Overseeing TTEC’s ethics program and its confidential hotline process, including reviewing the establishment of and compliance by employees and executives with the Company’s employee code of conduct, Code of Ethics: How TTEC Does Business, and the Company’s Ethics Code for Executive and Financial Officers;

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Overseeing investigations into any matters within the Audit Committee’s scope of responsibility;

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Overseeing the enterprise risk management programs, including its privacy, information security, and regulatory compliance risk management; and

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Reviewing and approving all related-party transactions.

In 2020, the members of the Audit Committee included Gregory A. Conley (Chair), Robert N. Frerichs, and Ekta Singh-Bushell. Throughout 2020, each Committee member was “independent” in accordance with the NASDAQ Stock Market Rules and Rule 10A-3(b)(l) under the U.S. Securities Exchange Act of 1934.

Our Board determined that Mr. Conley, Mr. Frerichs, and Ms. Singh-Bushell each qualify as an “audit committee financial expert” within the meaning of the U.S. Securities and Exchange Commission rules. Mr. Conley’s relevant experience includes his experience as a chief executive officer and director of several public and private companies. Mr. Frerichs’s 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.

The Audit Committee oversees TTEC’s disclosure processes, including TTEC’s anonymous and confidential channels available to employees. The Committee 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. These processes are established to assure 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 Audit Committee reviews and assesses the matters raised through these reporting channels and monitors management’s response to these reports, engaging when warranted.

The Audit Committee 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 2020, the Audit Committee held four regularly scheduled meetings and five special meetings. The Committee did not have a need to approve any matters through unanimous written consent.

The Audit Committee reviews and assesses the adequacy of its charter, and revises it, if appropriate, on an annual basis.

Compensation Committee

The Compensation Committee 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:

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Reviewing performance goals and approving the annual salary, incentives, and all other compensation for each executive officer, including any employment arrangements and change of control agreements with such officers;

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Reviewing and approving compensation programs for independent Board members;

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Reviewing and approving material employee benefit plans (and changes to such plans);

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Reviewing and evaluating risks associated with our compensation programs; and

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Adopting and administering various equity-based incentive plans.

In 2020, the members of the Compensation Committee included Tracy L. Bahl (Chair), Gregory A. Conley, and Robert N. Frerichs. Throughout 2020, each member of the Committee was “independent,” as defined under the NASDAQ Stock Market Rules, a “non-employee director,” as defined under U.S. Securities and Exchange Commission Rule 16b-3, and an “outside director,” as defined under section 162(m) of the Internal Revenue Code of 1986, as amended.

During 2020, the Compensation Committee held four regularly scheduled meetings and two special meetings, and approved no matters through unanimous written consent process. The Compensation Committee 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 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:

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Identifying and recommending to our Board qualified candidates to stand for election to the Board (or be appointed pending the election at the Annual Stockholders Meeting);

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Overseeing development and succession planning for executive officers of the Company;

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Overseeing TTEC’s corporate governance, including the evaluation of the Board and its committees’ performance and processes, and assignment and rotation of Board members to various committees;

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Overseeing TTEC’s ESG initiatives and reporting.

During 2020, the members of the Nominating and Governance Committee included Robert N. Frerichs (Chair), Tracy L. Bahl, Steven J. Anenen, and Ekta Singh-Bushell. Each member satisfies the independence requirements for nominating committee members pursuant to the NASDAQ Stock Market Rules.

During 2020, the Nominating and Governance Committee held four regularly scheduled meetings, no special meetings, and approved no matters through unanimous written consent. The Nominating and Governance Committee 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 special standing committee of the Board appointed to take certain action, under a delegation of authority resolution from the Board, between regularly scheduled Board meetings that are otherwise reserved to the Board. All actions taken by the Executive Committee are reported to and reviewed by the full Board at the Board meeting immediately following the action taken. The Executive Committee is authorized to consider and approve, among other things:

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Mergers, acquisitions, and divestiture transactions at a level in excess of management’s authority but below a certain specific authority limit exclusively reserved to the full Board, provided that such transactions are not inconsistent with TTEC’s overall strategy as approved by the Board;

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Capital expenditure transactions at a level in excess of management’s authority but below a certain specific authority limit designated by the Board, provided that such transactions are consistent with the annual business plan approved by the Board; and

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Funding for the share repurchase program at a level in excess of management’s authority but below a certain specific limit designated by the Board.

During 2020, the members of the Executive Committee included Kenneth D. Tuchman (Chair), Tracy L. Bahl, and Steven J. Anenen.

The Executive Committee held no meetings during 2020.

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, senior executives leading each of our business segments, General Counsel, Global Chief Financial Officer, Treasurer, Controller, senior accounting and finance executives who support our key business segments, financial directors, and controllers of each of our business segments 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 corporatesecretary@ttec.com or by writing to:

TTEC Holdings, Inc.

9197 South Peoria Street

Englewood, Colorado 80112

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 web-based and telephone hotline, where employees can seek guidance or report concerns about violations of laws, our policies, or either of the ethics codes, including any concerns about financial reporting, misconduct, or fraud.

Director Compensation Overview

During 2020, the independent directors’ compensation was as follows:

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An annual retainer of $75,000;

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Additional annual retainer fees for Board committee service as follows:

Chair of Audit Committee		$ 27,000
Members of Audit Committee		$ 13,500
Chair of Compensation Committee		$ 20,000
Members of Compensation Committee		$ 10,000
Chair of Nominating and Governance Committee		$ 15,000
Members of Nominating and Governance Committee		$ 6,000

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An annual grant of $110,000 of restricted stock units in TTEC stock, based on the fair market value of our common stock on the grant date. The annual grant of restricted stock units vest on the earlier of the first anniversary of the grant date or the date of the succeeding year’s Annual Meeting of Stockholders, or any change-in-control event (as defined in the relevant restricted stock unit agreement); and

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Independent directors who join the Board also receive an initial fair-market value grant in the amount of $110,000, based on the fair-market value of our common stock on the grant date. The initial restricted stock unit grant vests on the earlier of the first anniversary of the grant date or the date of the succeeding year’s Annual Meeting of Stockholders, or any change-in-control event (as defined in the relevant restricted stock unit agreement).

The employee directors do not receive additional compensation for their Board service.

The following table summarizes the actual compensation earned by independent directors during 2020 without regard of how it was paid:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) ^1,2	Total ($)
Steven J. Anenen	$ 81,000	$110,006	$191,006
Tracy L. Bahl	$101,000	$110,006	$211,006
Gregory A. Conley	$112,000	$110,006	$222,006
Robert N. Frerichs	$113,500	$110,006	$223,506
Marc L. Holtzman	$ 75,000	$110,006	$185,006
Ekta Singh-Bushell	$ 94,500	$110,006	$204,506

Reflects the aggregate dollar amounts recognized for stock awards for financial statement reporting purposes in accordance with the guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). For information regarding assumptions used to compute grant date fair-market value with respect to the stock awards, see Note 19 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

As of December 31, 2020, independent directors Messrs. Anenen, Bahl, Conley, Frerichs, Holtzman and Ms. Singh-Bushell all held 2,995 unvested restricted stock unit awards. When calculating the final number of shares to be issued, Management allows, with the approval of the Committee, for traditional rounding (nearest share up or down) of shares. As such for the 2020 annual grant, based on the closing stock price on date of grant of $36.73 shares were rounded up to 2,995 for a fair-market value of $110,006.

In February 2021, the Board of Directors of TTEC Holdings, Inc., on the recommendation of the Compensation Committee of the Board, approved revisions to compensation arrangements for the independent directors of the Company to be effective as of the start of the 2021/2022 board cycle in May 2021. The recommendation was based on peer group and market data analysis review.

Revisions to the compensation arrangements for independent directors of the Company include:

(i)

The increase in the amount of the cash retainer paid to members of the Nominating & Governance Committee from $6,000 to $7,500;

(ii)

The increase in the value of the annual equity grant from $110,000 to $130,000;

(iii)

Proration of the annual equity grant value based on the director’s appointment date, if the director joins the Board outside of the regular election cycle;

(iv)

The elimination of the initial “welcome” grant (for new Board members who join the Board after directors identified in the 2021 nomination slate); and

(v)

The increase in the equity holding requirement for the Board members from 3.0x to 5.0x of their annual cash retainer.

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 each member of its Audit Committee has accounting and other related financial management expertise, and, therefore, qualifies as an “audit committee financial expert,” 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 2020 and is available in the Investor Relations section of our website at ttec.com/sites/default/files/audit_committee_charter.pdf.

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 2020, the Audit Committee held nine meetings, all of which, except the first meeting of the year, were conducted virtually due to COVID-19 precautions. The Audit Committee’s agenda for each meeting was set by the C

SEC Form DEF 14A filed by TTEC Holdings, Inc.