Nicolas Gheysens
About Nicolas Gheysens
Age 48; director since September 2023. Executive at Groupe Bruxelles Lambert (GBL) since September 2019, co-leading activities in France; previously an executive at KKR (2004–2019). Former Webhelp director for nearly 10 years; currently a director of Sienna Investment Managers and a board observer at Parques Reunidos. Education: IEP Strasbourg; Master in Management from ESSEC Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Groupe Bruxelles Lambert (GBL) | Executive; co-leads France activities | Since Sep 2019 | Nominated as a GBL Director to CNXC Board via Investor Rights Agreement (IRA) tied to Webhelp combination |
| KKR & Co., Inc. | Executive | Feb 2004–Jun 2019 | Led investments; broad board experience across Europe |
| Webhelp | Director | ~10 years (unspecified) | Deep CX industry knowledge; IRA-linked nomination to CNXC Board |
External Roles
| Organization | Role | Status/Type | Notes |
|---|---|---|---|
| Sienna Investment Managers | Director | Current | Part of GBL ecosystem |
| Parques Reunidos | Board Observer | Current | Observership indicates engagement without voting rights |
| TDS A/S; Solocal; Afriflora; SMCP; Winoa; Pets at Home; The Hut Group; Mowi | Director (prior) | Prior public/private boards | Prior governance experience across sectors; selected examples are public companies (e.g., Pets at Home, THG, Mowi) |
Board Governance
- Independence: Not independent due to executive role at GBL, CNXC’s largest stockholder; GBL received significant consideration in the Webhelp combination (including a majority of a promissory note) .
- Committee assignments: Executive Committee member; not on Audit, Compensation, or Nominating & Governance committees (all comprised solely of independent directors) .
- Attendance: Directors attended 100% of Board and committee meetings in FY2024; each director’s attendance was 100%, and all directors attended the 2024 Annual Meeting .
- Tenure: Director since September 2023; currently on the Executive Committee .
- Board leadership: Separate Chair (Kathryn Marinello) and CEO roles; Executive Committee used only for urgent matters between meetings and had no meetings in 2024 .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $82,980 | Paid in euros; converted at 1 EUR = $1.0578; at his request (per GBL policies) cash retainer paid directly to GBL |
| Stock Awards (RSUs grant-date fair value under ASC 718) | $174,973 | Annual director RSUs; vest in full on earlier of one-year anniversary of grant or next annual meeting |
| All Other Compensation (dividends on unvested RSUs) | $2,962 | Dividends on unvested director equity |
| Total | $260,915 | Sum of FY2024 director compensation |
Director compensation program structure:
- Annual Board member retainer: $85,000; Committee member and chair retainers as shown; Chair of the Board additional $150,000; annual equity grant $175,000; Executive Committee has no retainer .
Performance Compensation
| Item | Disclosure | Vesting / Metrics |
|---|---|---|
| Director Equity (RSUs) | Time-based | Vests in full on earlier of one-year anniversary of grant or the next annual meeting; no performance conditions disclosed for non-employee directors |
| Unvested RSUs held at 11/30/2024 | 2,780 RSUs | Standard annual director grant and vesting terms |
CNXC’s performance-based metrics (revenue, EBITDA, TSR, EPS) apply to executive officers’ PRSUs, not to non-employee directors’ equity grants .
Other Directorships & Interlocks
| Entity | Relationship to CNXC | Interlock / Governance Note |
|---|---|---|
| GBL (13.6% owner) | Principal stockholder | IRA grants GBL rights to nominate up to two directors (currently Olivier Duha and Nicolas Gheysens); corporate opportunity doctrine waived for GBL and GBL Directors; lock-up and registration rights in place |
| Webhelp | Counterparty to 2023 combination | Gheysens previously a Webhelp director; nomination to CNXC Board tied to IRA |
Expertise & Qualifications
- Investment and value-creation expertise across European corporates and platforms (GBL, KKR); extensive boardroom experience .
- CX/BPO industry familiarity via decade-long involvement with Webhelp; complementary to CNXC’s core operations .
- Education in finance/management (IEP Strasbourg; ESSEC Master in Management) .
Equity Ownership
| Metric (Record date 1/28/2025) | Amount | Notes |
|---|---|---|
| Shares owned directly | 1,173 | Beneficial ownership table |
| RSUs that may settle within 60 days | 2,780 | Unvested RSUs expected to settle; standard director grant |
| Total beneficial ownership | 3,953 | Sum of shares and RSUs |
| Ownership % of outstanding | <1% | “Represents less than 1%” per table |
| Shares pledged | None indicated | Unless otherwise noted, no securities have been pledged |
| Director ownership guideline | 5× annual Board retainer ($85,000) | All non-employee directors are in compliance within 5-year window |
Governance Assessment
- Strengths: 100% attendance; not seated on independent committees (Audit/Comp/Nom-Gov) which preserves independence standards of those committees; Board maintains separate Chair/CEO; robust anti-hedging and clawback policies; strong director ownership guidelines .
- Key considerations / potential conflicts:
- Not independent due to GBL executive role; nominated under IRA provisions granting GBL board representation while GBL holds a significant stake (13.6%) .
- Corporate opportunity doctrine waiver in favor of GBL and GBL Directors may diminish CNXC’s claim over certain opportunities—investors should monitor for conflicts and approvals via Audit Committee per related-party policy .
- Cash retainer paid directly to GBL (per GBL policies) underscores affiliation; transparency is disclosed, but alignment should be evaluated against CNXC minority stockholders’ interests .
- Related-party risk management: CNXC’s policy requires Audit Committee review/approval of related party transactions >$120,000; Board determined certain commercial relationships are arm’s-length; IRA imposes lock-ups and limits activist actions by Initial Stockholders without CNXC consent .
- Shareholder rights evolution: Board supports 25% special-meeting right; opposed a 10% threshold proposal—context for governance posture and balance of rights vs. disruption .
RED FLAGS: Not independent status tied to GBL; corporate opportunity waiver for GBL/GBL Directors; direct payment of cash retainer to GBL—monitor for any transactions or decisions implicating GBL interests and ensure robust committee oversight and disclosures .