Kathryn Hayley
About Kathryn Hayley
Kathryn Hayley, age 66, is an independent director of Concentrix (CNXC) serving since December 2020; she chairs the Compensation Committee and sits on the Executive and Nominating & Governance Committees. She is CEO of Rosewood Advisory Services, LLC (since 2015) and previously held senior roles including EVP at UnitedHealthcare (2012–2015), CEO of Aon Consulting Worldwide and Aon Hewitt Consulting Americas at Aon plc (2006–2012), and Partner at Deloitte Consulting LLP, where she led the U.S. financial services practice and served on the board of Deloitte & Touche U.S. She holds a BS from Illinois State University, an MBA from the Kellogg School of Management at Northwestern University, and a Qualified Technology Expert certification from the Digital Directors Network .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealthcare (UnitedHealth Group subsidiary) | Executive Vice President | 2012–2015 | Senior operating leadership in healthcare services |
| Aon plc | CEO, Aon Consulting Worldwide; CEO, Aon Hewitt Consulting Americas | 2006–2012 | Led global consulting businesses; talent management expertise |
| Deloitte Consulting LLP | Information Technology Partner; led U.S. Financial Services practice | Pre-2006 (not dated) | Board member, Deloitte & Touche U.S.; technology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Old National Bancorp (Nasdaq: ONB) | Director | Feb 2022–Present | Joined post-merger with First Midwest Bancorp |
| First Midwest Bancorp (formerly Nasdaq: FMBI) | Director | 2016–2022 | Prior to merger with ONB |
| Alight Solutions, LLC | Director | 2018–2021 | Private company board service |
| Interior Logic Group | Director | 2021–2022 | Private company board service |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair | 6 | Oversees executive and director compensation, equity plans, human capital risks |
| Nominating & Governance Committee | Member | 4 | Oversees governance guidelines, board composition, succession planning |
| Executive Committee | Member | 0 | Meets only as needed between Board meetings |
- Independence: CNXC’s Audit, Compensation, and Nominating & Governance Committees are composed solely of independent directors; Hayley is designated independent .
- Attendance and engagement: In FY2024, the Board held six meetings; directors attended 100% of Board and committee meetings and all directors attended the 2024 Annual Meeting. Executive sessions were held at quarterly Board and committee meetings .
- Compensation Committee interlocks/conflicts: No member (including Hayley) is a current/former CNXC officer, had relationships requiring Item 404 disclosure, or sits in reciprocal executive/director roles with CNXC executives at other companies .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual member retainer | $85,000 | Cash |
| Board Chair additional retainer | $150,000 | Cash; not applicable to Hayley |
| Audit Committee retainer (member/chair) | $15,000 / $15,000 | Cash |
| Compensation Committee retainer (member/chair) | $12,500 / $12,500 | Cash; Hayley is Chair |
| Nominating & Governance Committee retainer (member/chair) | $10,000 / $10,000 | Cash |
| Executive Committee retainer | — | No fees |
| Annual equity grant (RSUs) | $175,000 | Vest in full on earlier of 1-year anniversary or next annual meeting |
| FY2024 Director Pay — Kathryn Hayley | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 120,000 |
| Stock Awards (grant-date fair value) | 174,973 |
| All Other Compensation (RSU dividends) | 3,055 |
| Total | 298,028 |
- Mix signal: Equity is the largest component of Hayley’s director compensation, aligning board incentives with shareholder outcomes via time-based RSUs .
Performance Compensation
| Equity Type | Grant Value (FY2024) | Unvested RSUs at 11/30/2024 | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs | $174,973 | 2,780 shares | Vest in full on earlier of one-year anniversary of grant or next annual meeting | None disclosed for director awards (time-based only) |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Conflict Note |
|---|---|---|---|
| Old National Bancorp | ONB | Director | No CNXC Item 404 related-party relationships; no compensation committee interlocks noted |
| First Midwest Bancorp | FMBI (former) | Director (prior) | Historical role, pre-merger into ONB |
| Alight Solutions, LLC | — | Director (prior) | Private board; no CNXC-related transactions disclosed |
| Interior Logic Group | — | Director (prior) | Private board; no CNXC-related transactions disclosed |
Expertise & Qualifications
- Information technology, financial services, and talent management experience across UnitedHealthcare, Aon, Deloitte; selected for board due to these strengths .
- Qualified Technology Expert certification (Digital Directors Network) .
- Education: BS (Illinois State University); MBA (Kellogg School of Management, Northwestern University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned (direct/indirect) | 6,392 | Includes 3,035 shares held by the KJH Investment Trust (Hayley is trustee/beneficiary) |
| Options exercisable within 60 days | — | None disclosed |
| RSUs that may settle within 60 days | 2,780 | Unvested RSUs |
| Total beneficial ownership | 9,172 | Shares + RSUs within 60 days |
| Ownership as % of shares outstanding | <1% | CNXC outstanding shares: 64,337,846 (record date Jan 28, 2025) |
| Pledged shares | None indicated | Proxy states no securities pledged unless footnoted; none for Hayley |
| Director stock ownership guideline | 5× annual Board retainer ($85,000) | Each non-employee director has 5 years to comply; all are in compliance |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Hayley led six meetings in FY2024, overseeing pay strategy, equity plans, and human capital risk; committee independence and no interlocks reduce conflict risk .
- Independence and engagement: Independent director on all governance-critical committees; 100% attendance and participation, including executive sessions—a strong engagement signal .
- Pay-for-performance oversight: Committee engages independent consultant FW Cook; independence affirmed and no conflicts of interest, supporting rigorous incentive design and benchmarking .
- Shareholder alignment: Director equity grants are time-based RSUs; director ownership guidelines at 5× retainer with confirmed compliance; beneficial ownership and no pledging support alignment and risk control .
- External interlocks/conflicts: Current ONB directorship noted; proxy discloses no Item 404 related-party transactions or committee interlocks—low conflict exposure .
- Say‑on‑Pay signal: 2024 advisory vote approval of 93.4% indicates broad shareholder support for executive compensation overseen by the committee under her chairmanship—positive governance signal .
RED FLAGS
- None observed: No meeting attendance issues, no Item 404 related-party transactions, no share pledging, and independent consultant engagement without conflicts .