Jane Fogarty
About Jane Fogarty
Jane Fogarty, 58, is Executive Vice President, Legal at Concentrix (CNXC). She has served in this role since September 2021 and was Corporate Secretary from September 2021 to September 2023, with prior senior legal roles at Turnitin, TD SYNNEX, Concentrix APAC, and IBM Global Services . Her annual cash incentive (SMIP) is tied to company non-GAAP operating income and revenue, with 2024 payouts at 90.5% of target; long-term equity PRSUs measure 30% revenue growth, 50% adjusted EBITDA growth, and 20% adjusted EBITDA margin over three years, with 2024 PRSUs eligible to earn 0–200% of target based on performance through FY2026 . CNXC maintains anti-hedging, clawback, and stock ownership guidelines requiring 3x base-salary equity for NEOs; Fogarty is in her five-year transition window and is retaining at least 50% of net shares from vesting until compliant .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Concentrix | EVP, Legal; Corporate Secretary | Sep 2021–present; Sep 2021–Sep 2023 | Senior legal leadership; corporate governance and disclosure signatory |
| Turnitin LLC | General Counsel | Apr 2020–Sep 2021 | Led legal function at an education technology company |
| TD SYNNEX | Vice President and Senior Counsel | Oct 2014–Mar 2020 | Senior in-house counsel at global IT distributor |
| Concentrix (APAC) | Asia Pacific Counsel | Feb 2014–Oct 2014 | Regional legal support for APAC operations |
| IBM Global Services | Various legal roles | Oct 2003–Jan 2014 | Long-tenured legal counsel in global services |
External Roles
No public company board directorships or external committee roles disclosed for Jane Fogarty in CNXC’s proxy or executive officer profiles .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $410,726 | $446,356 | $490,451 (SCT actual); $495,000 base set by committee (+10% YoY) |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 75% |
| Target Bonus ($) | Not disclosed | Not disclosed | $371,250 |
| Actual SMIP Bonus ($) | $271,099 | $434,363 | $335,981 (paid at 90.5% of target) |
| All Other Compensation ($) | $3,111 | $21,057 | $31,175 |
| Total Compensation ($) | $1,081,656 | $1,421,278 | $1,680,760 |
Notes:
- 2024 SMIP payout was reduced from 93.0% to 90.5% for reinvestment; Fogarty’s target was $371,250 and actual was $335,981 .
- Fogarty participates in company-paid supplemental life insurance; no material perquisites otherwise .
Performance Compensation
Annual Cash Incentive (SMIP) – FY 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Non-GAAP Operating Income | Not disclosed (used in plan) | Company-set targets | Above threshold, below target | 90.5% of target ($335,981) | Paid FY2025 for FY2024 performance |
| Revenue | Not disclosed (used in plan) | Company-set targets | Above target, below stretch | Included in 90.5% payout | Paid FY2025 |
Long-Term Equity – PRSUs (Granted Feb 1, 2024; Performance Period FY2024–FY2026)
| Metric | Weighting | Target Shares | Range (Threshold–Max) | Target Value | Status/Vesting |
|---|---|---|---|---|---|
| Revenue Growth (YoY) | 30% | 4,704 | 2,352–9,408 | $419,973 (at $89.28/share) | Earned based on annual and cumulative 3-year results; 0–200% earnout; 2024 above-threshold performance |
| Adjusted EBITDA Growth (YoY) | 50% | 4,704 | 2,352–9,408 | $419,973 | Same as above |
| Adjusted EBITDA Margin (%) | 20% | 4,704 | 2,352–9,408 | $419,973 | Same as above |
Time-based RSUs (Granted Feb 1, 2024)
| Grant Date | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|
| Feb 1, 2024 | 4,704 | $419,973 | One-third on each of first three anniversaries of grant date |
Additional grant history and vesting:
- Restricted stock/RSUs: Oct 5, 2021 (1,404), Jan 26, 2022 (1,102), Jan 27, 2023 (1,888), Feb 1, 2024 (4,704); 2021/2022/2023 awards vest 25% annually over four years; Oct 2023 RSUs and 2024 RSUs vest one-third annually over three years .
- 2022 PRSUs settled in Jan 2025 based on FY2022–FY2024 performance; 2023 PRSUs at threshold given below-threshold first two years; 2024 PRSUs at target given above-threshold first year .
Equity Ownership & Alignment
Beneficial Ownership (Record Date Jan 28, 2025)
| Holder | Common Shares Owned | Options Exercisable within 60 Days | Shares Settling within 60 Days | Total Beneficial Ownership | % of Common Stock |
|---|---|---|---|---|---|
| Jane Fogarty | 5,354 | — | 1,952 | 7,306 | <1% (no securities pledged) |
Outstanding Equity at FY2024 Year-End (Nov 29, 2024)
| Category | Shares/Units | Market/Payout Value |
|---|---|---|
| Unvested time-based RSUs/Restricted Stock | 7,023 | $315,684 (at $44.95) |
| Unearned PRSUs (not vested) | 6,032 | $271,138 (at $44.95) |
| Stock Options | None disclosed for Fogarty | N/A |
Stock Ownership Guidelines and Policies
- Executive stock ownership requirement: 3x base salary for NEOs; five-year transition to comply. Fogarty (appointed Sep 2021) is progressing during her transition and retains at least 50% of net shares from vesting until compliant .
- Anti-hedging: Prohibits hedging, short sales, and derivative transactions by NEOs .
- Clawback: Three-year recoupment upon financial restatement; updated to Nasdaq standards (Dec 1, 2023) .
- No tax gross-ups for change of control under 280G/4999 .
Employment Terms
| Scenario (as of Nov 30, 2024) | Salary Continuation | Benefits Continuation | Equity Award Vesting | Total |
|---|---|---|---|---|
| Voluntary termination | — | — | — | — |
| Change of control; no termination | — | — | — | — |
| Termination without cause; no CoC | — | — | — | — |
| Termination without cause or involuntary termination following CoC (double trigger) | $1,052,748 | $64,684 | $533,467 | $1,650,899 |
Additional terms:
- Certain outstanding equity awards include double-trigger change-of-control acceleration upon involuntary termination within 24 months of CoC .
- U.S.-based NEOs (including Fogarty) participate in the Change of Control Severance Plan; non-U.S. persons (Twomey, Gibson) have separate arrangements under UK practice .
- Fogarty is the authorized signatory on multiple SEC filings (e.g., 8-Ks, charter/bylaws exhibits), underscoring her governance role .
Investment Implications
- Pay-for-performance linkage is robust: annual cash incentives tied to non-GAAP operating income and revenue, and PRSUs tied to revenue growth, adjusted EBITDA growth, and EBITDA margin over three years; FY2024 SMIP paid at 90.5% of target despite 93% achievement to prioritize reinvestment, signaling discipline and alignment .
- Vesting cadence suggests periodic supply from equity settlement: 2021–2023 awards vest 25% annually; 2024 RSUs vest one-third annually; PRSUs settle based on FY2024–FY2026 performance. Fogarty must retain at least 50% of net shares until ownership guideline compliance, potentially moderating discretionary selling pressure near vest dates .
- Alignment risk appears low: no pledging, anti-hedging policy, and clawback framework reduce governance red flags; absence of tax gross-ups under CoC is shareholder-friendly .
- Retention: Double-trigger CoC protection and defined severance economics provide stability; however, Fogarty has not yet met the 3x salary ownership guideline (within her five-year transition), which remains a milestone to watch for full alignment under CNXC policy .