Dennis Polk
About Dennis Polk
Dennis Polk, age 58, is an independent director of Concentrix (CNXC) who has served on the board since December 2020; he is currently Hyve Solutions Executive at TD SYNNEX, with prior senior leadership spanning CFO, COO, CEO, and Executive Chair roles at TD SYNNEX, bringing deep finance, operations, and distribution expertise and longstanding familiarity with Concentrix’s industry and business history from its former parent relationship . The Board has affirmatively determined Polk is independent under Nasdaq Rule 5605(a), with consideration of arms‑length commercial ties between TD SYNNEX and Concentrix that were immaterial relative to CNXC revenue and outside Nasdaq’s three‑year look‑back window .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD SYNNEX | Executive Chair of the Board | Sep 2021 – Aug 2023 | Led board oversight post‑merger; governance leadership |
| TD SYNNEX | President & CEO | Mar 2018 – Sep 2021 | Strategic leadership; operations & distribution scale |
| TD SYNNEX | Chief Operating Officer | 2006 – 2018 | Enterprise operations execution |
| TD SYNNEX | Chief Financial Officer | 2002 – 2006 | Corporate finance and capital allocation |
| TD SYNNEX | SVP Corporate Finance | 2002 | Finance leadership; moved to CFO same year |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| TD SYNNEX (NYSE: SNX) | Hyve Solutions Executive; Director | Director since Feb 2012; executive role current | Strategic distribution & hyperscale infrastructure exposure |
| Terreno Realty (NYSE: TRNO) | Director; Compensation Committee Chair | Director since 2010; will not stand for re‑election at 2025 AGM | Compensation oversight; announced 2025 board exit |
Board Governance
- Independence: Board determined Polk is “independent” under Nasdaq Rule 5605(a) .
- Potential conflict evaluated: TD SYNNEX paid Concentrix $44.6 million for customer experience services in FY2024 (<0.5% of CNXC revenue); Board concluded arms‑length and immaterial; independence maintained .
- Committee assignments: None currently (not a member of Audit, Compensation, Nominating, or Executive) .
- Attendance and engagement: Board held six meetings in FY2024; directors collectively attended 100% of Board and committee meetings, with quarterly executive sessions of non‑employee directors; all directors attended the 2024 Annual Meeting .
- Tenure: Director since December 2020 .
- Board capacity limits: Corporate Governance Guidelines limit service to four other public boards; Board assesses outside commitments, attendance history, and engagement; nominees were vetted for sufficient capacity .
Fixed Compensation
| FY2024 Director Cash Compensation (Polk) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Board Chair Retainer | $0 (not Chair) |
| Committee Chair/Member Retainers | $0 (no committee roles) |
| All Other Compensation (dividends on unvested RSUs) | $3,055 |
Program schedule: Board annual member retainer $85,000; Chair retainer $150,000; Audit member/chair $15,000/$15,000; Compensation member/chair $12,500/$12,500; Nominating & Governance member/chair $10,000/$10,000; Executive Committee n/a; annual director equity grant $175,000 in RSUs .
Performance Compensation
| FY2024 Director Equity (Polk) | Grant-Date Fair Value (USD) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | $174,973 | 2,780 unvested RSUs as of Nov 30, 2024 | Vest in full on earlier of one-year from grant or next Annual Meeting | Time‑based; no performance metrics disclosed |
| Stock options (spin‑off conversion) | — | 18,129 options, all vested & exercisable | Legacy awards from TD SYNNEX conversion at Dec 2020 spin‑off | Strike price/expiration not disclosed in proxy |
No director performance metrics are disclosed for equity (RSUs are time‑based vesting) .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| TD SYNNEX | Board Director; Hyve Solutions Executive | Ann Vezina (CNXC director) is Chair of the TD SYNNEX Board, creating an interlock; TD SYNNEX is a CNXC customer (FY2024 payments ~$44.6m; immaterial to CNXC revenue; independence affirmed) |
| Terreno Realty | Director; Compensation Chair | External real estate board role; announced intent not to stand for re‑election at 2025 AGM |
Expertise & Qualifications
- Deep knowledge of Concentrix’s business from leadership roles at TD SYNNEX, the former parent prior to the December 2020 spin‑off, plus strong finance, operations, and distribution background suited to CNXC’s scale and industry dynamics .
- Current role in hyperscale infrastructure (Hyve Solutions) provides relevant perspective on large‑scale operations and enterprise customers .
- Longstanding public company board experience and compensation oversight credentials from Terreno Chair role .
Equity Ownership
| Beneficial Ownership (Record Date: Jan 28, 2025) | Shares/Units | Notes |
|---|---|---|
| Common stock owned | 14,570 | Direct ownership; no pledges |
| Options exercisable within 60 days | 18,129 | All vested and exercisable |
| RSUs/settlement within 60 days | 2,780 | Unvested RSUs scheduled to settle within 60 days |
| Total beneficial ownership | 35,479 | Represents <1% of CNXC common stock |
| Pledging/Hedging | No securities pledged; hedging/shorting prohibited by policy | |
| Ownership guidelines | Directors must own ≥5× annual Board retainer ($85,000), with 5 years to comply; all non‑employee directors in compliance; options and unearned performance awards excluded from counting |
Governance Assessment
-
Positives:
- Independence affirmed despite customer relationship; Board deemed ties arms‑length and immaterial (TD SYNNEX payments ~$44.6m; <0.5% of CNXC FY2024 revenue) .
- Strong engagement: 100% attendance at Board/committee meetings; Board held six meetings with quarterly executive sessions of non‑employee directors .
- Ownership alignment supported by RSU grants and stock ownership guidelines (≥5× retainer), with compliance disclosed; no pledging; hedging prohibited .
-
Watch‑items / RED FLAGS to monitor:
- Customer tie‑in: Ongoing commercial relationship with TD SYNNEX warrants continued monitoring for related‑party dynamics; Board currently deems arms‑length and independent .
- Interlocks: Shared TD SYNNEX board ties via Ann Vezina may concentrate information flows; governance appears mitigated by independence and non‑committee status at CNXC .
- Oversight footprint: No current CNXC committee memberships reduce direct role in audit/comp/nom oversight, limiting formal governance leverage despite deep operational expertise .
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Compensation structure notes:
- Director pay is balanced: cash retainer ($85,000) plus annual RSUs ($175,000 grant framework; Polk grant FV $174,973) with time‑based vesting; no director performance metrics disclosed, aligning with standard governance practices .