Ann Vezina
About Ann Vezina
Independent director of Concentrix since 2020, age 61, and Chair of the Nominating & Governance Committee. She also serves on the Compensation Committee and the Executive Committee, with a background leading large BPO/technology operations at Xerox and Affiliated Computer Services. Vezina holds a B.S. in business administration from Central Michigan University and is Chair of the Board at TD SYNNEX (SNX) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Business Services, LLC | Corporate Vice President, Human Resources | Jul 2013 – Aug 2015 | Senior HR leadership at a Fortune 500 BPO unit |
| Xerox Corporation | Corporate Vice President & Chief Operations Officer | Feb 2010 – Jul 2013 | COO for Xerox’s business services following ACS acquisition |
| Affiliated Computer Services (ACS) | Executive Vice President & Group President, Commercial Solutions | Pre‑2010 | Led large-scale BPO operations prior to acquisition by Xerox |
| Electronic Data Systems (EDS) | Early career roles | Not disclosed | Foundation in enterprise IT services |
External Roles
| Organization | Role | Tenure/Detail | Notes |
|---|---|---|---|
| TD SYNNEX (NYSE: SNX) | Director; Lead Independent Director; Chair of the Board | Director since Feb 2017; Lead Independent Director since Sep 2021; Chair since Sep 2023 | Former parent of Concentrix prior to 2020 spin-off |
Board Governance
- Independence: Board determined Vezina is independent under Nasdaq Rule 5605(a) .
- Committees and chair roles:
- Nominating & Governance Committee: Chair .
- Compensation Committee: Member .
- Executive Committee: Member .
- Attendance and engagement:
- Directors collectively attended 100% of Board and committee meetings in FY2024; each director attended 100% of meetings of the Board and their committees .
- The Board held six meetings in FY2024; quarterly sessions included executive sessions of non‑employee directors without management .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Oversees governance profile, board composition/succession, governance risks |
| Compensation | Member | 6 | Oversees exec and director pay; no committee interlocks reported |
| Executive | Member | 0 | Acts between regular meetings if needed; did not meet in 2024 |
Governance context: The Board eliminated supermajority vote requirements in 2024 and is recommending a 25% stockholder special-meeting right with a one‑year holding requirement, while recommending against a separate 10% proposal .
Fixed Compensation
- Structure: Annual cash retainers for Board/committee service; additional chair retainers; no per‑meeting fees disclosed. Annual equity is delivered in RSUs vesting at the earlier of one year or the next annual meeting .
| Component | Amount ($) | Detail |
|---|---|---|
| Board annual retainer | 85,000 | Non‑employee director cash retainer |
| Nominating & Governance – Member | 10,000 | Annual member retainer |
| Nominating & Governance – Chair (additional) | 10,000 | Additional chair retainer |
| Compensation – Member | 12,500 | Annual member retainer |
| Executive Committee | — | No committee retainer |
| 2024 cash actually paid to Ann Vezina | 117,500 | Matches Board + N&G member + N&G Chair + Compensation member |
| All other cash (dividends on unvested RSUs) | 3,055 | 2024 amount |
Performance Compensation
Directors receive time‑based RSUs; no performance metrics apply to director equity awards. RSUs vest in full on the earlier of one year from grant or the next annual meeting .
| Equity Element | Value/Units | Vesting/Terms | Notes |
|---|---|---|---|
| Annual equity grant (policy) | 175,000 | RSUs; vest at one‑year/next AGM | Applies to all non‑employee directors |
| 2024 stock award (Ann Vezina) | 174,973 | As reported grant‑date fair value | ASC 718 value |
| Unvested RSUs held (as of 11/30/2024) | 2,780 | Company‑wide for non‑employee directors | Per director holdings |
| Performance metrics (directors) | Not applicable | Time‑based only | No performance conditions |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| TD SYNNEX (NYSE: SNX) | Chair of the Board | Company reports no compensation committee interlocks; independence reviews noted specific relationships for other directors; TD SYNNEX paid Concentrix ~$44.6m in FY2024 (<0.5% of CNXC revenue), evaluated in independence analysis for Mr. Polk; no related‑party transactions disclosed involving directors since FY2024 start beyond the Webhelp IRA |
Expertise & Qualifications
- Senior operating experience in BPO and technology services (Xerox, ACS), and personnel management for global businesses .
- Board leadership at a large-cap technology distributor (Chair, TD SYNNEX) .
- Education: B.S. in business administration, Central Michigan University .
- Independence affirmed by the Board; strong governance competency through N&G chair role .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned directly | 5,294 | Beneficial ownership as of 1/28/2025 |
| RSUs that may settle within 60 days | 2,780 | As of record date |
| Total beneficial ownership | 8,074 | Shares + RSUs |
| Ownership percentage | <1% | Denoted by “*” in table |
| Unvested RSUs outstanding (11/30/2024) | 2,780 | Per non‑employee director |
| Shares pledged as collateral | None | “No securities have been pledged.” |
| Director ownership guideline | 5x annual Board retainer ($85k) | Five years to comply; all non‑employee directors in compliance |
| Hedging policy | Prohibited for directors/officers | No hedging, short sales, or derivative transactions |
Governance Assessment
- Strengths and signals:
- Independent director with committee leadership (N&G Chair) and 100% attendance—indicative of high engagement and board effectiveness .
- Director pay mix is equity‑heavy (2024: $117,500 cash; $174,973 equity), aligning with shareholders; RSUs vest on a one‑year cycle to maintain alignment .
- Robust governance framework: stock ownership guidelines (5x retainer) with all directors compliant; anti‑hedging policy; clawback policy; independent compensation consultant (FW Cook) with no conflicts .
- No related‑party transactions since FY2024 start other than Webhelp IRA; compensation committee reports no interlocks .
- Watch items and potential conflicts:
- External role as Chair of TD SYNNEX, a customer of Concentrix (FY2024 payments ~$44.6m, <0.5% of revenue). While the independence discussion explicitly assessed this relationship for another director (Mr. Polk) and deemed it arms‑length, investors may monitor any future related‑party exposure or recusals given the commercial ties between CNXC and TD SYNNEX .
- Shareholder context:
- Strong say‑on‑pay support in 2024 (93.4% approval), and governance enhancements (elimination of supermajority; proposing 25% special‑meeting right) support confidence in current board stewardship .