Kathryn Marinello
About Kathryn Marinello
Kathryn V. Marinello (age 68) is an independent director and Chair of the Board at Concentrix, serving since December 2020. She is Chief Executive Officer of PODS Enterprises, LLC (since January 2021) and previously served as President & CEO of Hertz Global Holdings (2017–May 2020), Senior Advisor at Ares Management (2014–2016), and Chair/CEO roles at Stream Global Services (2010–2014) and Ceridian (2006–2010). She held senior roles at General Electric (1997–2006), and holds an MBA from Hofstra University and a BA from SUNY Albany . The Board maintains separate Chair and CEO roles, with Marinello as Chair since Concentrix became a standalone public company in 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hertz Global Holdings (NYSE: HTZ) | President & CEO; Director | Jan 2017–May 2020 | Hertz filed Chapter 11 in May 2020 following COVID-19 impact on travel demand . |
| Ares Management LLC | Senior Advisor | Mar 2014–Dec 2016 | Global alternative asset manager . |
| Stream Global Services, Inc. | Chair, President & CEO | 2010–Mar 2014 | BPO service provider . |
| Ceridian Corporation | Chair, CEO & President | 2006–2010 | HR software/services . |
| General Electric Co. (NYSE: GE) | Senior roles | 1997–2006 | Multiple senior leadership positions . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PODS Enterprises, LLC | Chief Executive Officer | Jan 2021–Present | CEO; Concentrix provides CX services to PODS (see conflicts below) . |
| Volvo Group | Director | Since 2014 | Board director . |
| Ares Acquisition Corp. (NYSE: AAC) | Director | 2021–2023 | Board director . |
| The Nielsen Company B.V. | Director | 2014–2017 | Board director . |
| General Motors Company (NYSE: GM) | Director | 2007–2016 | Board director . |
| RealPage, Inc. (Nasdaq: RP) | Director | 2015–2017 | Board director . |
Board Governance
- Role and committee assignments: Chair of the Board; Chair, Executive Committee .
- Independence: Board determined Marinello is independent under Nasdaq Rule 5605(a), after evaluating Concentrix’s arms-length services to PODS where she is CEO; PODS paid approximately $11.0 million to Concentrix in FY 2024 (<0.2% of CNXC revenue) and Board concluded this does not impair independent judgment .
- Board leadership structure: Separate Chair and CEO roles since December 2020; Marinello serves as Chair .
- Attendance and engagement: Board held six meetings in FY 2024; directors, including Marinello, attended 100% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Committee activity: Executive Committee (includes Marinello as Chair) held no meetings in 2024 by design; it acts only when prompt action is needed between regular Board meetings .
- Shareholder communications: Stockholders may send communications to the Board or individual non-employee directors via Marinello (Chair) or outside counsel; materials are reviewed and directed appropriately .
- Other Board committees: Audit (9 meetings in 2024), Compensation, and Nominating & Governance are composed solely of independent directors; charters are publicly available .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board member retainer (cash) | $85,000 | Non-employee director cash retainer . |
| Additional Chair of the Board retainer (cash) | $150,000 | Incremental cash for Board Chair . |
| Audit Committee retainer (member/chair) | $15,000 / $15,000 | Committee service retainers . |
| Compensation Committee retainer (member/chair) | $12,500 / $12,500 | Committee service retainers . |
| Nominating & Governance Committee retainer (member/chair) | $10,000 / $10,000 | Committee service retainers . |
| Executive Committee | — | No additional retainer . |
| Annual equity grant (RSUs) | $175,000 | Long-term equity component for directors . |
FY 2024 actual director compensation – Kathryn Marinello:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Kathryn Marinello | 235,000 | 174,973 | 3,055 | 413,028 |
Notes: “All Other Compensation” represents dividends paid on unvested RSUs and restricted stock awards . RSUs vest in full on the earlier of the one-year anniversary of grant or the next annual meeting .
Performance Compensation
| Metric | Detail | Value |
|---|---|---|
| RSU vesting schedule | Vest in full on earlier of one-year anniversary of grant or next annual meeting | Policy disclosed . |
| Unvested RSUs held (as of Nov 30, 2024) | Count of unvested RSUs for each non-employee director | 2,780 . |
| Dividends on RSUs (FY 2024) | Dividends paid on unvested awards (Marinello) | $3,055 . |
| Stock options (Marinello) | Options exercisable within 60 days | 0 . |
No performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for non-employee director equity awards; director equity is time-based RSUs rather than performance-based awards .
Other Directorships & Interlocks
| External Entity | Nature of Relationship | Potential Interlock/Conflict | Company Assessment |
|---|---|---|---|
| PODS Enterprises, LLC | Marinello is CEO | Concentrix provides CX services; FY 2024 payments ≈$11.0M (<0.2% CNXC revenue) | Board deemed arms-length; does not impair independence . |
| Volvo Group | Director | No related-party disclosure linking Volvo Group to CNXC | No conflict disclosed . |
| Prior boards (AAC, Nielsen B.V., GM, RealPage) | Historical directorships | No related-party disclosures to CNXC | Historical context only . |
Expertise & Qualifications
- Extensive CEO and board leadership across consumer services, technology, and BPO industries; prior senior roles at GE provide operational rigor .
- Education: MBA (Hofstra University), BA (SUNY Albany) .
- Board-selected for leadership experience and industry background aligned to Concentrix’s BPO and technology focus .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | RSUs That May Settle within 60 Days | Total Beneficial Ownership | % Ownership |
|---|---|---|---|---|---|
| Kathryn Marinello | 3,350 | 0 | 2,780 | 6,130 | <1% (*) |
- Record date shares outstanding: 64,337,846 (Jan 28, 2025) .
- Pledging: Unless otherwise indicated, no securities have been pledged .
- Stock ownership guidelines: Directors must beneficially own shares equal to five times the annual Board retainer ($85,000); five-year compliance window; each non-employee director is currently in compliance .
- RSU structure: RSUs vest in full on earlier of one-year anniversary or next annual meeting .
(*) Represents less than 1% of Concentrix common stock .
Governance Assessment
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Strengths:
- Independent Chair with separation from CEO role; supports oversight quality and reduces entrenchment risk .
- 100% attendance at Board and committee meetings; high engagement and accountability .
- Transparent director pay structure with balanced cash and time-based equity; ownership guidelines at 5x retainer enhance alignment .
- Shareholder communications routed through Chair; clear process indicates responsiveness .
-
Potential conflicts and monitoring points:
- RED FLAG: Related-party exposure via PODS—Concentrix is a service provider; FY 2024 payments ≈$11.0M. While the Board concluded independence and arms-length terms, ongoing monitoring of pricing and scope is warranted given Marinello’s dual role .
- Executive Committee activity: No meetings in 2024 by design; not a red flag but implies most oversight occurs at full Board level and standing committees .
-
Compensation and alignment signals:
- Chair retainer ($150,000) atop member retainer ($85,000) and RSUs ($175,000 grant value) yields a mix of cash and equity; Marinello’s FY 2024 total ($413,028) includes dividends on RSUs, reinforcing equity alignment and discouraging excessive risk-taking in director pay structures .
- Ownership guidelines compliance and non-pledging support investor alignment .
Overall, Marinello’s governance profile reflects strong board leadership and engagement, with a notable but mitigated related-party relationship through PODS that the Board assessed as non-impairing to independence. Continued disclosure and periodic reassessment of the PODS engagement will be important for investor confidence .