Chris Caldwell
About Chris Caldwell
Chris Caldwell is President and CEO of Concentrix, serving since December 2020 and a director since 2020; age 52 as of the 2025 proxy . He previously held senior roles at TD SYNNEX and Concentrix from 2004–2020, including President of Concentrix (2012–2020) and EVP at TD SYNNEX . Under his tenure, Concentrix completed the Webhelp combination, delivered FY2024 revenue of $9.619B (+35.2% YoY; +2.7% pro forma constant currency), and adjusted EBITDA of $1.555B (+31.6% YoY) while returning $220M to shareholders and reducing debt by ~$209M . Pay-versus-performance disclosures show a $100 initial investment value of $42.81 for 2024 (company TSR metric), alongside non-GAAP operating income of $1,317.9M and net income of $251.2M for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Concentrix Corporation | President & CEO | Dec 2020–present | Led integration of Webhelp, accelerated GenAI product launch and shareholder returns |
| Concentrix Corporation | President | Jun 2012–Feb 2014; Feb 2014–Dec 2020 | Scaled global CX operations and offerings |
| Concentrix Corporation | SVP & GM | Mar 2007–Jun 2012 | Expanded delivery footprint and client base |
| TD SYNNEX (formerly SYNNEX) | EVP; previously SVP Global Business Development | 2004–2012 | Drove emerging business via EMJ acquisition; built BPO/CX platform precursor |
External Roles
No other public company board or external directorships for Caldwell are disclosed in the proxy biography sections .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $797,329 | $800,000 | $830,000 |
| Target Bonus (% of Base, SMIP) | — | 250% | 250% |
| Actual Bonus Paid (SMIP) | $1,742,000 | $2,574,000 | $1,877,875 |
Performance Compensation
Annual Cash Incentive (SMIP) – FY2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Stretch | Actual | Actual vs Target | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Income | 65% | $1,124M | $1,405M | $1,686M | $1,318M | 84.5% | 54.9% |
| Revenue | 35% | $9,197M | $9,580M | $9,772M | $9,614M (adj for FX) | 108.9% | 38.1% |
| Total Earned vs Target | — | — | — | — | — | — | 93.0% (reduced to 90.5% payout by Committee) |
Caldwell’s 2024 SMIP: Target $2,075,000; actual $1,877,875 after reduction to 90.5% of target .
Long-Term Incentives (PRSUs) – Program Design
| Grant Year | Performance Period | Metrics & Weights | Earnout Range | Vesting |
|---|---|---|---|---|
| 2024 PRSUs | FY2024–FY2026 | Revenue growth 30%; Adjusted EBITDA growth 50%; FCF conversion 20% | 0–200% of target | Shares earned each year at end of 3-year period; higher of annual or cumulative metric |
| 2025 PRSUs | FY2025–FY2027 | Operating PRSUs: Rev growth 20%; FCF conversion 30%; Adjusted EPS growth 50%. Plus TSR PRSUs 27–42% of LTI | Per program | End of 3-year period |
Caldwell’s 2024 PRSUs and RSUs:
- PRSU target shares: 60,483; threshold 30,241; max 120,966; target value $5,399,922 .
- RSUs: 40,322 shares; grant-date fair value $3,599,948; 3-year ratable vesting .
Historical PRSU Outcome (2012-Style programs initiated 2022): The 2022 PRSUs vested 34.92% based on pro forma constant currency revenue and adjusted EBITDA performance; Caldwell vested 5,774 shares in Jan 2025 .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total Beneficial Ownership (Jan 28, 2025) | 343,373 shares (191,976 owned; 132,183 options exercisable within 60 days; 19,214 units to settle within 60 days) |
| % of Shares Outstanding | <1% |
| Prior Year Beneficial Ownership (Jan 26, 2024) | 335,759 shares (199,396 owned; 136,363 options exercisable; no units noted) |
| Option Holdings Snapshot (CNXC options) | Multiple grants from spin-off conversion; next expirations 2025–2031 (e.g., 21,406 + 4,806 at $119.72, expiring 2031) |
| RSUs Unvested (Nov 30, 2024) | 101,270 shares; market value $4,552,087 at $44.95 |
| PRSUs Outstanding (Nov 30, 2024) | 78,489 units at target; market value $3,528,081 at $44.95 |
| 2024 Exercises/Vests | Options exercised: 12,928 shares; Stock vested: 28,871 shares ($2,618,570 value) |
| Stock Ownership Guidelines | CEO 6x base salary; exceeded requirement; retention of 50% of net shares until compliant |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed in beneficial ownership footnotes |
Employment Terms
| Provision | Terms |
|---|---|
| Offer Letter Date | November 2020 (pre spin-off) |
| Termination without Cause (no CoC) | 12 months salary continuation at rate equal to average of total salary + SMIP over prior 3 years; 12 months COBRA; release required |
| Change-of-Control Severance Plan (Double Trigger) | If termination without cause (or constructive) within 2 months before or 12 months after CoC: salary continuation min 18 months + 1 month per year after 18th year, max 24 months; rate equals average total salary + SMIP over prior 3 years; 24 months COBRA; release required |
| Equity Acceleration | Double-trigger acceleration for involuntary termination within 24 months of CoC per award agreements |
Illustrative potential payments (assumed as of Nov 30, 2024 and include equity vesting upon CoC double trigger):
- Without Cause, no CoC: Salary continuation $3,150,932; benefits $39,474; total $3,190,406 .
- Without Cause or involuntary termination following CoC: Salary continuation $5,514,131; benefits $78,947; equity vesting $6,054,271; total $11,647,349 .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2020 |
| Independence | Not independent (current CEO) |
| Leadership Structure | CEO and Chair roles separated; Chair: Kathryn Marinello |
| Committee Memberships | Executive Committee member |
| Attendance | Directors collectively attended 100% of Board and committee meetings in FY2024; quarterly executive sessions held; all directors attended 2024 Annual Meeting |
| Governance Practices | Strong stockholder engagement; removal of supermajority vote requirements; clawback policy; anti-hedging; robust ownership guidelines |
| Dual-Role Implications | Separation of Chair/CEO mitigates concentration risk; Caldwell sits on Executive Committee but is not Chair, reducing independence concerns |
Director Compensation
Caldwell, as an employee director, does not receive non-employee director retainers or equity; director compensation schedule applies to non-employee directors only .
Compensation Peer Group and Say-on-Pay
- Peer group used for FY2024 comp decisions (approved in 2023): Amdocs, CGI, Cognizant, DXC, Equifax, EPAM, ExlService, Fair Isaac, Five9, Genpact, Open Text, Teleperformance, TransUnion, TTEC, Verisk .
- 2023 peer group included Bread Financial, Perficient, Verint; replaced for 2024 review cycle .
- Say-on-Pay approvals: 2023 ~87% ; 2024 ~93.4% .
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue | $7,114.7M | $9,618.9M (+35.2% YoY; +2.7% pro forma CC) |
| Non-GAAP Operating Income | $1,010.0M | $1,317.9M (+30.5% YoY) |
| Adjusted EBITDA | $1,181.8M | $1,554.9M (+31.6% YoY) |
| Capital Returns | $81M repurchases; $64M dividends (2023) | $136M repurchases; $84M dividends (2024); $220M returned |
| Strategic Initiatives | Webhelp integration completed ahead of plan (Jan 2025); launch of iXHello GenAI suite (Sep 2024) |
Pay-versus-performance summary for 2024 shows CAP methodology metrics: TSR $42.81 on a $100 base, net income $251.2M, non-GAAP operating income $1,317.9M .
Risk Indicators & Red Flags
- No tax gross-ups for CoC; clawback policy aligned with Nasdaq .
- Anti-hedging policy limits opportunistic trading .
- Related party transactions monitored; IRA with GBL and Webhelp founders with governance guardrails .
- CEO pay ratio 2024: approximately 1,841x; driven by global workforce mix and standard SEC methodology disclosures .
Investment Implications
- Alignment: High at-risk pay via PRSUs with multi-year revenue/EBITDA/FCF conversion metrics; CEO ownership exceeds 6x salary requirement and retention rules further align incentives .
- Near-term selling pressure: Scheduled RSU vesting and option exercises occur each year; 2024 saw 28,871 shares vest and 12,928 options exercised; monitor blackout schedules and PRSU vesting events for liquidity impact .
- Retention/CoC: Double-trigger severance protects continuity but creates potential payout on change-of-control; equity acceleration could be material in a transaction scenario .
- Governance: Separation of Chair/CEO and strong say-on-pay results suggest shareholder support for compensation design; peer benchmarking and clawback reduce risk of pay inflation/misalalignment .
- Execution risk: FY2024 GAAP margins compressed with increased investment in GenAI productization; however non-GAAP performance and adjusted EBITDA growth remain strong; continued focus on margin and FCF expansion in 2025 guidance .