Carlos Dean
TTEC HoldingsAbout Carlos Dean
Carlos M. Dean, 53, was appointed Group Vice President and Chief Accounting Officer of TTEC on November 10, 2025. He joined TTEC in 2015 as Vice President and Global Controller through July 2022; from July 2024–November 2025 he was principal consultant at Terrapin Summit, LLC; earlier he held senior accounting roles at Orbitz Worldwide and Worldport Communications. He holds a BBA in Accounting from Eastern Kentucky University and is a CPA . Company context for pay-for-performance: 2024 revenue was $2.21B (-10.4% YoY), non-GAAP income from operations was $136.5M (6.2% margin vs 8.1% prior year), and diluted EPS was -$6.74; a $100 investment in TTEC at 12/31/2019 was $15 by 2024 vs peer group $157, underscoring significant TSR underperformance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TTEC | Vice President & Global Controller | 2015–Jul 2022 | Senior accounting leadership for global operations |
| Terrapin Summit, LLC | Principal Consultant | Jul 2024–Nov 2025 | Accounting and financial systems consulting |
| Orbitz Worldwide | Senior Accounting Roles | Not disclosed | Senior accounting responsibilities |
| Worldport Communications | Senior Accounting Roles | Not disclosed | Senior accounting responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terrapin Summit, LLC | Principal Consultant | Jul 2024–Nov 2025 | Accounting and financial systems consulting |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $285,000 | Effective upon appointment |
| Target Annual Cash Bonus % | 35% of base | Subject to company program funding and individual performance |
| Target Annual Equity Bonus % | 35% of base | Annual equity incentives per program design |
Performance Compensation
TTEC’s current incentive design for senior executives emphasizes financial discipline and growth:
| Metric | Weighting | 2024 Target | 2024 Performance (Adj. for FX) | Funding Outcome |
|---|---|---|---|---|
| Pre-bonus Adjusted EBITDA | 40% (NEOs 45%) | $292M | $205.5M | Minimum level funded ($2.2M component) |
| Revenue | 40% (NEOs 45%) | $2,395M | $2,213.6M | Minimum level funded ($2.2M component) |
| Management Business Objectives (MBOs) | 20% (NEOs 10%) | Not disclosed | Not disclosed | Partial funding ($2.7M component) |
Long-Term Incentive Plan (LTIP) structure for executives:
| LTIP Vintage | Metrics | Weights | Targeting Framework | Payout Structure | Outcome/Status |
|---|---|---|---|---|---|
| 2022 LTIP (measured on FY2024) | Revenue; Adjusted EBITDA | 50%; 50% | Max aligned to 9.8% rev CAGR and 11.9% adj. EBITDA CAGR vs 2021 | 0–200% of target | Thresholds not met; awards forfeited |
| 2024 LTIP (measured on FY2026) | Revenue; Adjusted EBITDA | 50%; 50% | Max aligned to -0.6% rev CAGR and 5.5% adj. EBITDA CAGR vs 2023; Digital segment separate targets | 0–150% of target (reduced upside) | To be determined (funding based on 2026 performance) |
Note: While Mr. Dean is eligible for cash and equity incentive opportunities per his 8-K, his individual metric weights and targets were not disclosed; program-level structure above reflects TTEC’s executive incentive framework .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| One-time RSU Award | $175,000 grant value; vests over five years with 40% at the second anniversary and 20% annually for three years thereafter |
| Annual Equity Participation | Target annual equity bonus equal to 35% of base salary |
| Beneficial Ownership (as of Apr 11, 2025 proxy) | Not disclosed for Dean; appointment occurred after the proxy date; beneficial ownership table lists directors/NEOs as of Mar 31, 2025 |
| Shares Outstanding Reference | 47,804,123 outstanding as of Mar 31, 2025 (proxy basis) |
| Stock Ownership Guidelines | Segment CEOs: 4x salary; CFO: 3x; EVP: 2.5x; SVP: 1x; Board: 5x annual cash retainer (5 years to comply) |
| Hedging/Pledging Policy | Hedging and pledging prohibited for directors/officers/employees; exception only for CEO with prior Board approval and non-material pledge |
| Clawback Policy | Board must recoup cash/equity incentives for restatements or detrimental conduct causing material damage |
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment Effective Date | November 10, 2025 |
| Role & Level | Group VP & Chief Accounting Officer |
| Employment Agreement | Not disclosed for Dean; Company typically limits employment agreements to executive leadership or special circumstances |
| Severance | Not disclosed for Dean |
| Change-in-Control | Not disclosed for Dean |
| Non-Compete/Non-Solicit | Company applies market-appropriate restrictive covenants to executive leadership team; role-specific terms for Dean not disclosed |
| Insider Trading & Recoupment | Hedging/pledging banned; clawback for restatements/detrimental conduct |
Vesting Schedules and Insider Selling Pressure
| Award | Grant Value | Vesting Mechanics | Implication |
|---|---|---|---|
| One-time RSU (appointment) | $175,000 | 5-year schedule: 40% at second anniversary; 20% on each of the next three anniversaries | Back-end weighted vesting delays near-term supply until year 2; subsequent annual vesting could create periodic supply windows |
Performance & Track Record
- Company 2024 performance: revenue $2.21B (-10.4% YoY), non-GAAP income from operations $136.5M (6.2% margin), diluted EPS -$6.74; operating cash flow -$58.8M; dividends paid $2.8M .
- Incentive outcomes reflect discipline: 2024 cash plan funded at minimum for financial components and partially for MBOs; 2022 LTIP forfeited for not meeting thresholds .
- Pay-versus-performance: cumulative TSR for $100 investment since 12/31/2019 was $15 in 2024 versus peer group $157, while net income swung to -$310.6M in 2024; average CAP to non-PEO NEOs fell vs prior years .
Compensation Structure Analysis
- Mix emphasizes “at risk” pay: annual cash and equity incentives tied to pre-bonus adjusted EBITDA, revenue, and MBOs; longer-horizon LTIPs focus on revenue/adjusted EBITDA CAGRs and have reduced upside (max 150%) in 2024 design .
- No options granted in recent years; annual equity largely RSUs/PRSUs, vesting in multi-year tranches, supporting retention .
- Strong governance levers: clawback, hedging/pledging ban, and stock ownership guidelines up to 4x salary by role .
Investment Implications
- Compensation alignment: Dean’s cash/equity targets (35%/35%) plus the five-year RSU vest schedule align him to medium-term retention with back-weighted vesting that limits near-term selling pressure and encourages continuity through vest milestones .
- Incentive levers: Program weights on revenue and adjusted EBITDA, with observed minimum funding in 2024 and LTIP forfeiture, suggest payouts are sensitive to recovery in fundamentals; monitoring 2025–2026 revenue/EBITDA trajectories is key to assessing potential upside in Dean’s performance and realizable pay .
- Ownership/hedging risk controls: Hedging/pledging bans reduce misalignment risk; stock ownership guidelines create skin-in-the-game expectations for senior executives, though Dean’s specific multiple is not disclosed; track future proxies for his compliance status .
- Governance quality signals: Strong clawback and disciplined incentive funding amidst a challenging 2024 operate as downside protection on pay outcomes; however, TSR underperformance and negative net income highlight execution risk and the importance of measurable turnaround within LTIP windows .
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