Gina L. Loften
TTEC HoldingsAbout Gina L. Loften
Independent director of TTEC since 2021 (age 59), serving on the Compensation Committee and the Security & Technology Committee. Former Chief Technology Officer for Microsoft USA (retired in 2021), with prior senior roles at IBM including global consulting leader in cloud application innovation, chief innovation officer for IBM Research, and global public sector leader for IBM Watson. Core credentials: technology/digital, cybersecurity, business transformation, risk management, public sector experience, and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft USA | Chief Technology Officer | Retired 2021 | Senior technology leadership; modern cloud/AI exposure |
| IBM | Global consulting leader (Cloud App Innovation); Chief Innovation Officer (IBM Research); Global Public Sector leader (IBM Watson) | Since 2004 (dates not further disclosed) | AI/analytics, public sector, innovation leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Teachers Insurance & Annuity Association of America (TIAA) | Director | Private (mutual insurer) | Governance role at a systemically significant financial institution |
| Thoughtworks Holding, Inc. (NASDAQ:TWKS) | Director | Public | Global IT services; potential information flow synergies (no conflicts disclosed) |
| Modernizing Medicine, Inc. | Director | Private | Health-tech board experience |
| Foursquare Labs Inc. | Director | Private | Location data/analytics governance experience |
| InterWell Health | Director | Private | Value-based kidney care governance |
| Rise Against Hunger | Prior Director | Non-profit | Past board service |
| George Mason University Research Foundation | Prior Director | Non-profit/Academic | Past board service |
Board Governance
- Independence: Loften is an independent director; TTEC’s board had six independent and one executive director nominated for 2025; all committees except the Executive Committee are composed exclusively of independent directors .
- Committee assignments: Compensation (member) and Security & Technology (member); Security & Technology chaired by Ekta Singh‑Bushell through Sept 2024 and by Steven Anenen thereafter .
- Attendance: 2024 board held 10 meetings; each director attended at least 80% of board/committee meetings where they were members; all directors attended the 2024 Annual Meeting. In 2023, each director attended 100% of board/committee meetings; all directors attended the Annual Meeting .
- Executive sessions: Independent directors meet in executive session regularly and with independent advisors without management present .
- Shareholder support: In 2025 director elections, Loften received 39,462,181 “For” votes with 539,414 abstentions—the highest “For” total among nominees—indicating strong investor confidence .
Fixed Compensation
| Component (Independent Director) | 2024 Amount (USD) | 2023 Amount (USD) |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Compensation Committee member fee | $10,000 | $10,000 |
| Security & Technology Committee member fee | $7,500 | $7,500 |
| Total cash fees earned (Loften) | $92,500 | $92,500 |
- Stock ownership guidelines for directors: 5x annual cash retainer; expected to attain within five years of joining the board .
Performance Compensation
| Equity Component | 2024 Grant | Vesting | 2023 Grant | Vesting |
|---|---|---|---|---|
| Annual RSU (Independent Director) | $189,999; 29,503 shares (calculated as $190,000 ÷ $6.44 closing price) | Vests on earlier of first anniversary, next Annual Meeting, or change-in-control | $189,988; 5,982 shares (calculated as $190,000 ÷ $31.76 closing price) | Vests on earlier of first anniversary, next Annual Meeting, or change-in-control |
- No options or performance-based equity disclosed for directors; RSUs are time-based and intended to align director pay with shareholder value over time .
Other Directorships & Interlocks
| Entity | Potential Interlock Consideration |
|---|---|
| Thoughtworks Holding, Inc. | IT services; adjacent to TTEC Digital’s ecosystem—no related-party transactions or conflicts disclosed . |
| TIAA; Modernizing Medicine; Foursquare; InterWell Health | Sector adjacency (financial services, health tech, data/AI); no TTEC-related party transactions disclosed . |
Expertise & Qualifications
- Technology/digital and cybersecurity oversight via Security & Technology Committee membership .
- Business transformation and risk management credentials; public sector leadership experience; public company board experience .
Equity Ownership
| As-of Date | Common Shares | Options/RSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| March 31, 2025 | 10,177 | 29,503 | 39,680 | <1% |
| April 3, 2024 | 4,195 | 5,982 | 10,177 | <1% |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors/officers; exception only for CEO with board approval (no exceptions disclosed for Loften) .
Governance Assessment
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Strengths: Strong shareholder endorsement in 2025 election; independent status; dual committee service (Compensation and Security & Technology) aligned with her technology/cyber and transformation expertise; consistent attendance; clear director stock ownership guidelines; director equity is time-based, supporting alignment without short-term gaming .
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Risks/Watch items: TTEC is a controlled company (58.3% owned by CEO); while TTEC does not use NASDAQ exemptions and maintains independent committees, concentrated control remains a governance risk; no lead independent director is designated, which may limit counterbalance to combined Chair/CEO structure .
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Conflicts: No related-party transactions disclosed involving Loften; related-party items disclosed involve CEO aircraft services and a KPMG relationship via CFO’s family (mitigated), not Loften .
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Compensation Committee quality: Committee (including Loften) uses independent consultant Meridian; independence certifications required; scope includes executive pay design, risk review, and equity plan oversight—reduces pay-for-performance misalignment risk .
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Shareholder pay oversight: Say‑on‑pay received 99% approval in 2023, indicating broad support for compensation philosophy and governance practices .
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Special committee context: 2024–2025 special committee for evaluating proposed take‑private (additional fees paid to members; Loften not listed as a member)—no direct conflict indicated for Loften; continued monitoring recommended during any transaction processes .