Teh-Chien Chou
About Teh‑Chien (T.C.) Chou
Independent director of Concentrix (CNXC) since December 2020; age 67; Audit Committee Chair and designated audit committee financial expert, with additional service on the Executive and Nominating & Governance Committees . President of Harbinger Venture Management Co., Ltd. (since January 2000), with extensive board experience on Taiwan-listed companies, and advanced finance credentials (B.S. National Taiwan University; MBA Wharton; Ph.D. Rutgers) . The Board has determined he is independent under Nasdaq rules; Board/committee attendance for all directors (including Dr. Chou) was 100% in FY2024, and the Board held executive sessions of non‑employee directors at each quarterly meeting .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Harbinger Venture Management Co., Ltd. | President | Jan 2000–present | Venture leadership; finance background cited for CNXC Audit Chair role |
External Roles
| Organization (Public) | Role | Tenure | Notes |
|---|---|---|---|
| Synnex Technology International Corp. (Taiwan) | Director | 2000–present | Longstanding board role; cited in CNXC bio |
| Getac Technology Corp. (Taiwan) | Director | 2009–present | Cited in CNXC bio |
| Intech Biopharma Ltd. (Taiwan) | Director | 2014–present | Cited in CNXC bio |
Board Governance
- Committee assignments: Audit (Chair), Nominating & Governance (member), Executive Committee (member); Audit Committee designated financial expert .
- Independence: Board determined Dr. Chou is independent under Nasdaq Rule 5605(a) .
- Attendance and engagement: Board met 6 times; committees met regularly; each director attended 100% of Board and committee meetings; executive sessions held at quarterly Board and committee meetings .
- Committee activity: Audit Committee met 9 times in FY2024, overseeing financial reporting, internal controls, auditor oversight, and cybersecurity risk reporting; Compensation Committee met 6 times; Nominating & Governance met 4 times .
- Leadership structure: Separate Chair (independent) and CEO roles maintained since 2020 .
Fixed Compensation
Program structure and Dr. Chou’s FY2024 director pay.
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Non‑employee director retainer |
| Audit Committee – member retainer | $15,000 | Member fee |
| Audit Committee – chair retainer | $15,000 | Additional for chair (member + chair apply) |
| Nominating & Governance – member retainer | $10,000 | Member fee |
| Executive Committee retainer | — | No fees for Executive Committee |
| Annual equity grant (RSUs) | $175,000 | Vests at next annual meeting or 1‑yr anniversary |
| Director (FY2024) | Cash Fees | Stock Awards (Grant‑date fair value) | All Other (dividends on unvested RSUs) | Total |
|---|---|---|---|---|
| Teh‑Chien Chou | $125,000 | $174,973 | $3,055 | $303,028 |
Notes: Stock awards are valued under ASC 718; as of Nov 30, 2024, each non‑employee director held 2,780 unvested RSUs; dividends are paid on unvested RSUs for directors .
Performance Compensation
- Director equity is time‑based RSUs; no performance‑vested equity for non‑employee directors .
- Annual equity grant guideline: $175,000 in RSUs, vesting on the earlier of the 1‑year anniversary of grant or the next annual meeting .
- Unvested director RSUs (as of Nov 30, 2024): 2,780 units per non‑employee director .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Major shareholder interlock | Synnex Technology International Corporation beneficially owns 3,545,840 CNXC shares (5.5%), held via Peer Developments Ltd.; Dr. Chou serves on Synnex Technology International’s board (Taiwan). This is a potential governance interlock to monitor, though the Board deems Dr. Chou independent and disclosed no related‑party transactions involving him . |
| Board capacity policy | CNXC guideline limits service to four other public company boards; Board evaluates capacity/attendance; Dr. Chou’s disclosed external public boards are within this limit and attendance was 100% . |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; long‑tenured finance/operator oversight in technology companies; Audit Chair .
- Education: B.S. National Taiwan University; MBA (Wharton, University of Pennsylvania); Ph.D. (Rutgers University) .
- Domain experience: Public company boards (technology focus); venture leadership .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable within 60 Days | RSUs/Units Settling within 60 Days | Total Beneficial Ownership | % Out. |
|---|---|---|---|---|---|
| Teh‑Chien Chou | 3,350 | — | 2,780 | 6,130 | <1% |
- Pledging: Unless otherwise indicated, no securities have been pledged (applies to table; no pledge indicated for Dr. Chou) .
- Director stock ownership guideline: 5x annual Board retainer ($85,000), i.e., $425,000 value target; 5‑year compliance window; each non‑employee director is in compliance with the guidelines (within the policy framework and timeline) .
Governance Assessment
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Strengths
- Independence and capacity: Board determined Dr. Chou is independent; 100% attendance at Board and committee meetings in FY2024 supports engagement and bandwidth .
- Financial oversight: Audit Chair with financial expert designation; Audit Committee met 9 times and oversees auditor selection, internal controls, and cybersecurity reporting, indicating active risk oversight .
- Pay alignment for directors: Balanced mix—cash retainers tied to committee workload and equity via RSUs vesting annually, aligning with shareholder value; no meeting fees or option repricings disclosed .
- Ownership alignment: RSU grants and stock ownership guidelines (5x retainer) designed to build skin‑in‑the‑game; no pledging indicated .
- Shareholder responsiveness: Supermajority voting standards eliminated in 2024; proposal to add 25% special meeting right reflects governance improvements .
-
Watch items / potential conflicts
- Interlock risk: Dr. Chou serves on Synnex Technology International’s board while that entity (through a subsidiary) holds 5.5% of CNXC; Board nonetheless determined independence and disclosed no related‑party transactions—monitor for future transactions or influence .
- Multiple commitments: Holds three external public board seats (Taiwan); within CNXC policy, but continued 100% attendance should be monitored each year .
-
Shareholder sentiment context
- Say‑on‑pay support was ~93.4% in 2024, indicating general investor confidence in compensation governance (Board‑level signal) .
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Compensation clarity (director)
- Transparent retainer schedule and role‑based fees; Dr. Chou’s FY2024 cash fees sum matches role set (Board $85k + Audit member $15k + Audit chair $15k + N&G member $10k = $125k) .
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Related‑party safeguards
- No related‑party transactions since start of FY2024 other than the previously disclosed Webhelp/GBL Investor Rights Agreement; none involve Dr. Chou .
RED FLAGS to monitor: Potential interlock influence given Synnex Technology International’s 5.5% stake and Dr. Chou’s board role there (no current transactions disclosed, independence affirmed); continue monitoring for any related‑party transactions or changes in independence determinations .