Gregory A. Conley
TTEC HoldingsAbout Gregory A. Conley
Gregory A. Conley, age 70, has served as an independent director of TTEC since 2012. He is Chair of the Audit Committee and a member of the Compensation and Security & Technology Committees, and is designated an “audit committee financial expert.” His background includes CEO roles at multiple technology companies, senior executive leadership at IBM, and prior practice as an attorney at Covington & Burling, bringing technology, operating, legal, and audit oversight expertise to TTEC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aha! Software, LLC | Chief Executive Officer | 2012–2014 | Led predictive analytics/cloud company |
| Odyssey Group, SA | Chief Executive Officer | 2009–2011 | Oversaw sale to Temenos Group AG |
| Verio, Inc. (NTT subsidiary) | President & CEO | 2004–2005 | Led global hosting/network provider |
| Tanning Technology Corp. (NASDAQ:TANN) | President & CEO | 2001–2003 | Sold to Platinum Equity in 2003 |
| IBM | Senior executive (e-markets, travel & transportation) | pre-2001 | Technology/industry leadership |
| Covington & Burling LLP | Attorney | prior to IBM | Legal training; governance and compliance perspective |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| CSG Systems International (NASDAQ:CSGS) | Director | Public | Current |
| Travelport Worldwide Ltd. | Director | As disclosed | Current |
| HaulHound.com | Director | As disclosed | Past |
| Odyssey Group, SA | Director | As disclosed | Past |
| Verio, Inc. | Director | As disclosed | Past |
| Tanning Technology Corp. (NASDAQ:TANN) | Director | Public (historical) | Past |
Board Governance
- Independence: Conley is identified as independent; the board had six independent and one executive director in the 2025 slate .
- Committee assignments and chair roles:
- Audit Committee Chair (qualifies as an “audit committee financial expert”) .
- Compensation Committee member .
- Security & Technology Committee member .
- Special Committee member and Chair (ad hoc committee evaluating the CEO’s take-private proposal) .
- Attendance and engagement: TTEC held 10 board meetings in 2024; each director attended at least 80% of board/committee meetings and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive sessions and with independent advisors/auditors .
- Controlled company governance: CEO/Chair beneficially owns 58.3%; TTEC elects not to use NASDAQ controlled company exemptions; committees remain fully independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $75,000 | Standard for 2024/2025 cycle |
| Committee Chair fees | Audit: $27,000; Security & Technology: $15,000; Compensation: $20,000; Nominating & Governance: $15,000 | Audit Chair applicable to Conley; other chairs per committee roles |
| Committee member fees | Audit: $13,500; Security & Technology: $7,500; Compensation: $10,000; Nominating & Governance: $7,500 | Per-committee service |
| Special Committee fees (take-private review) | $100,000 (through 12/31/2024); then $15,000/month from 4/1/2025 | Conley as Special Committee Chair |
Director-specific 2024 compensation:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gregory A. Conley | $119,500 | $189,999 | $309,499 |
Performance Compensation
Director equity grant structure:
- Annual director RSUs: $190,000 grant value; vesting at the earlier of first anniversary or next annual meeting, or upon change-in-control. 2024 grants were 29,503 RSUs per independent director based on $6.44 closing price at grant date .
Company incentive metrics overseen by Compensation Committee (Conley member):
| Metric | Weight | 2024 Target | 2024 Performance | FX-Adjusted 2024 | Pool Funding |
|---|---|---|---|---|---|
| Pre-bonus adjusted EBITDA ($mm) | 40% | $292 | $209.4 | $205.5 | $2.2 |
| Revenue ($mm) | 40% | $2,395 | $2,207.3 | $2,213.6 | $2.2 |
| MBOs | 20% | Not disclosed | Not disclosed | Not disclosed | $2.7 |
| Total incentive funding: $7.1 million for 2024 performance (paid in 2025) . |
Long-Term Incentive Plan (LTIP) metrics (context for pay-for-performance oversight):
- 2022 LTIP (measured on FY2024): Revenue and adjusted EBITDA, each 50%; threshold not met; awards forfeited .
- 2024 LTIP (measured on FY2026): Company Revenue/Adjusted EBITDA targets with up to 150% payout; Digital segment metrics for certain executives .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Risks |
|---|---|---|
| CSG Systems International (NASDAQ:CSGS) | Current director | No TTEC-related transactions disclosed; sector adjacency but no disclosed conflict |
| Travelport Worldwide Ltd. | Current director | No TTEC-related transactions disclosed; travel vertical adjacency noted in TTEC operations, but no disclosed related-party ties |
| Various past boards (HaulHound.com, Odyssey Group SA, Verio, Tanning Technology) | Past director | Historical; no current interlock risks disclosed |
Expertise & Qualifications
- Qualifications: Business transformation; capital markets/M&A; global and industry experience; operator/CEO; public company audit experience; public company board experience; risk management; service industry; technology/digital sector .
- Audit Committee financial expert designation under SEC rules .
Equity Ownership
| Ownership Category | Shares | Notes | % of Class |
|---|---|---|---|
| Common Stock (direct/indirect) | 23,007 | Beneficial ownership as of 3/31/2025 | <1% |
| Options/RSUs vesting within 60 days | 29,503 | Director RSUs from 2024 grant | n/a |
| Total Beneficial Ownership | 52,510 | SEC beneficial ownership methodology | <1% |
Policy constraints:
- Hedging/pledging: Directors are prohibited from hedging or pledging TTEC stock; exception only for CEO with board approval; no pledges disclosed for Conley .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep technology CEO experience and legal background; serves as Audit Chair and is an SEC-defined audit committee financial expert, bolstering financial oversight .
- Active committee engagement (Audit Chair; Compensation; Security & Technology) and participation in executive sessions enhances independence and risk oversight, including cybersecurity and AI risks .
- Transparent director pay structure and equity vesting; clear oversight of pay-for-performance metrics for management with conservative 2024 LTIP upside capped at 150% .
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Potential risks/RED FLAGS:
- Controlled company dynamic (CEO/Chair owns 58.3%); although TTEC does not rely on NASDAQ controlled company exemptions, the take-private proposal introduces heightened conflict risks managed via a Special Committee of independent directors chaired by Conley; added fees for Special Committee work could be perceived as a bias risk, though they are standard in such processes and board uses independent advisors .
- Board attendance disclosed only as “≥80%” for all directors, not individual; monitoring individual attendance remains prudent for future cycles .
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Conflicts/related parties:
- No related-party transactions disclosed involving Conley; 2024 related-party transactions pertained to CEO-controlled aviation services and KPMG advisory with CFO family affiliation firewalled from decisions .
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Ownership alignment:
- Conley’s equity exposure is modest (<1% ownership; annual RSU grants), aligning with standard independent director skin-in-the-game without concentrated risk; complies with shareholding guidelines .
Overall, Conley’s profile indicates strong audit and risk oversight capacity and independence, with appropriate committee coverage. The ongoing special committee process and controlled company context warrant continued vigilance on process integrity and fee structures, but current disclosures reflect robust governance safeguards and independent committee composition .