LaVerne H. Council
About LaVerne H. Council
LaVerne H. Council, age 63, is an independent director of Concentrix (CNXC) since December 2020 and serves on the Audit and Compensation Committees; she is the Chief Executive Officer of Emerald One, LLC and previously served as CIO of the U.S. Department of Veterans Affairs and Global CIO at Johnson & Johnson, with prior senior IT roles at Dell and executive roles at MITRE and Grant Thornton . She holds an MBA from Illinois State University and a BBA from Western Illinois University; the Board affirmed her independence and recorded 100% attendance by each director and committee member in FY2024, reflecting strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerald One, LLC | Chief Executive Officer | Nov 2019–present | Leads digital transformation consulting; Concentrix provided services to Emerald One (see related-party note) |
| Grant Thornton LLP | Managing Principal | Dec 2017–Oct 2019 | Senior leadership in advisory |
| MITRE Corporation | Senior Vice President | Apr 2017–Dec 2017 | Executive leadership at research org |
| U.S. Department of Veterans Affairs | Assistant Secretary for Information & Technology and CIO | Jul 2015–Jan 2017 | Federal CIO, transformation oversight |
| Johnson & Johnson | Corporate Vice President and Global CIO | 2006–2011 | Global IT leadership for Fortune 500 |
| Dell Inc. | Global VP, IT, Global Business Solutions & Development Services; prior roles | 2000–2006 | Global IT and development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ConMed Corporation (NYSE: CNMD) | Director | Since 2019 | Public company directorship |
| Thomson Reuters Corporation (TSX/NYSE: TRI) | Director | Since 2022 | Public company directorship |
| Emerald One, LLC | Chief Executive Officer | Since Nov 2019 | Independent consultancy; Concentrix provided services (see conflicts) |
Board Governance
- Independence: The Board determined Council is independent under Nasdaq Rule 5605(a); an arms-length commercial relationship with Emerald One ($0.2 million paid to Concentrix in FY2024, <0.1% of CNXC revenue) did not impair independence .
- Attendance: The Board held six meetings in FY2024; directors attended 100% of Board and committee meetings; executive sessions held at quarterly meetings; committees also met in executive sessions .
- Committee service and activity:
| Committee | Role | FY2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 9 | 100% (per Board-wide disclosure) |
| Compensation | Member | 6 | 100% (per Board-wide disclosure) |
- Compensation Committee governance: No member (including Council) is a current or former CNXC officer; no interlocks with other companies’ executives; independent consultant FW Cook engaged; no consultant conflicts .
Fixed Compensation
- Director compensation program: Annual cash retainers plus equity RSUs that vest on the earlier of 1-year from grant or the next annual meeting; member and chair fees vary by committee .
| Component | Amount (USD) |
|---|---|
| Board annual member retainer | $85,000 |
| Audit Committee member retainer | $15,000 |
| Compensation Committee member retainer | $12,500 |
| Annual equity grant (grant-date target) | $175,000 |
- Council’s FY2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| LaVerne H. Council | $112,500 | $174,973 | $3,055 | $290,528 |
Notes:
- Cash fees align with Board ($85,000) + Audit member ($15,000) + Compensation member ($12,500) = $112,500 .
- “All Other” reflects dividends on unvested RSUs/restricted stock awards .
- As of Nov 30, 2024, each non-employee director held 2,780 unvested RSUs .
Performance Compensation
- Structure: CNXC does not disclose performance-conditioned equity for directors; annual director equity is RSUs vesting time-based (earlier of 1-year anniversary or following annual meeting), with no stated performance metrics .
| Grant Type | Metric | Weighting/Target | Vesting | FY2024 Units |
|---|---|---|---|---|
| RSUs (Director) | N/A | N/A | Time-based; earlier of 1-year from grant or next annual meeting | 2,780 unvested RSUs outstanding as of 11/30/2024 |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Details |
|---|---|---|---|
| ConMed (CNMD) | Council is a director | None disclosed with CNXC | Public directorship; committee roles not disclosed in CNXC proxy |
| Thomson Reuters (TRI) | Council is a director | None disclosed with CNXC | Public directorship |
| Emerald One, LLC | Council is CEO | Related-party review; arms-length | Emerald One paid CNXC ~$0.2 million in FY2024 for services (<0.1% of CNXC revenue); Board evaluated and maintained independence |
Expertise & Qualifications
- Deep IT leadership and transformation experience (VA CIO; J&J Global CIO; senior IT roles at Dell; executive roles at MITRE and Grant Thornton), aligning with CNXC’s technology-enabled CX operations .
- Advanced degrees: MBA (Illinois State University); BBA (Western Illinois University) .
- Public company board experience and governance exposure at ConMed and Thomson Reuters .
Equity Ownership
| Holder | Shares Owned | RSUs or Awards Settling within 60 Days | Options Exercisable within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| LaVerne H. Council | 3,350 | 2,780 | — | 6,130 | <1% |
- Pledging/Hedging: Proxy beneficial ownership table states “no securities have been pledged”; CNXC’s Securities Trading Policy prohibits hedging, short sales, and other derivative transactions by directors .
- Director stock ownership guidelines: 5x annual Board retainer ($85,000) = $425,000 value; directors have five years to comply, and each non-employee director is in compliance based on the transition period .
Governance Assessment
- Board effectiveness: 100% attendance across Board and committees indicates strong engagement; Council serves on two key committees (Audit and Compensation), supporting oversight breadth .
- Independence and conflicts: The Board reviewed Emerald One’s ~$0.2 million services engagement and determined it was arms-length and immaterial (<0.1% of CNXC revenue), maintaining Council’s independence; continued monitoring advisable but not a material red flag given size and process .
- Director pay and alignment: Cash fees are modest relative to peers; equity grants vest quickly but are standard for directors; robust ownership guidelines (5x retainer) and anti-hedging policies enhance alignment .
- Committee governance quality: Compensation Committee independence affirmed; FW Cook engaged as independent consultant; no interlocks or insider participation—positive for pay governance .
- Shareholder signals: Say-on-pay support at ~93.4% in 2024 reflects constructive investor sentiment on pay practices; Board continues to refine shareholder rights (special meeting threshold proposal at 25% with 1-year holding requirement) .
- RED FLAGS:
- Related-party exposure via Emerald One engagement (small, disclosed, reviewed) .
- Rapid vesting of director RSUs (time-based, 1-year) may reduce at-risk horizon, though common in director pay; offset by ownership guidelines .