Kenny Wagers
TTEC HoldingsAbout Kenny Wagers
Kenny R. Wagers (age 53) joined TTEC on February 12, 2024 and became Chief Financial Officer on March 1, 2024; he holds a BA in Finance and an MBA from Georgia State University and brings 28+ years of financial/operational experience, including CFO roles at Flexport (2021–2023) and FleetPride (2019–2021), and COO at XPO Logistics (2018–2019) . Company performance during his first year included revenue of $2.21 billion (-10.4% YoY), GAAP loss from operations of $(173.5) million with non-GAAP income from operations of $136.5 million (6.2% margin), diluted EPS of $(6.74) (non-GAAP $0.71), and total stockholder return for the SEC PvP window showing $15 value for an initial $100 investment measured from 12/31/2019 to 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flexport | Chief Financial Officer | 2021–2023 | Global logistics and freight forwarding CFO experience |
| FleetPride | Chief Financial Officer | 2019–2021 | Heavy-duty truck/trailer parts retail CFO experience |
| XPO Logistics | Chief Operating Officer | 2018–2019 | Global supply chain operator with COO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snap One Holdings (NASDAQ: SNPO) | Director; Audit & Risk Management Committee; Chair 2020–2022 | Governance, audit oversight experience; board service 2020–2024 |
Fixed Compensation
| Component | 2025 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $625,000 | $625,000 | Established at hire based on role scope and market benchmarks |
| Salary actually paid in 2024 ($) | — | $528,846 (prorated from Feb 2024 start) | CFO effective 3/1/2024 |
| Perquisites & Other ($, 2024) | — | $32,445 (commuting $28,297; 401k match $3,846; life premiums $302) | Commuting per employment agreement |
Performance Compensation
Annual Cash Incentive – 2024 Performance (paid 2025)
| Metric | Weighting (Plan/NEO) | 2024 Target | 2024 Actual | FX-Adjusted Actual | Funding to Pool ($) | Wagers Payout |
|---|---|---|---|---|---|---|
| Pre-Bonus Adjusted EBITDA | 40% plan / 45% NEO | $292.0m | $209.4m | $205.5m | $2.2m | $184,500 (35% of base; prorated) |
| Revenue | 40% plan / 45% NEO | $2,395.0m | $2,207.3m | $2,213.6m | $2.2m | — |
| MBOs | 20% plan / 10% NEO | — | — | — | $2.7m | — |
| Total Funding | — | — | — | — | $7.1m | — |
Notes:
- 2023 incentives paid in 2024 did not include Wagers (hired in 2024) .
- MBO categories disclosed (e.g., AI expansion, operational excellence) but specifics withheld due to competitive sensitivity .
One-Time Cash Retention Bonus (awarded Feb 2025)
| Award | Amount | Payout Timing | Acceleration / Conditions |
|---|---|---|---|
| CFO retention cash bonus | $225,000 | 40% Aug 2025; 60% Jan 2026 | If take-private closes before payouts, unpaid amount paid within 60 days of closing; payable if terminated by Company without cause before regular payout dates |
Equity Incentives – Grants and Vesting
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| New-hire RSU | 03/01/2024 | 288,392 | $3,999,997 | Five installments on anniversaries of grant | Time-based |
| 2024 LTIP PRSU (Company) | 10/04/2024 | Target 154,639 | $899,999 | Vests in 2027 based on 2026 performance | 50% Revenue, 50% Adjusted EBITDA; payout 0–150% of target |
| 2024 Retention RSU | 10/04/2024 | 60,137 | $349,997 | Two equal installments in 2025 and 2026 | Time-based |
Program context:
- Annual RSU awards (for others) vest in three equal annual installments; Wagers ineligible for 2024 annual RSU due to hire timing .
- 2022 LTIP (for participants) forfeited; 2022–2025 VCP expected to pay 0 due to thresholds not met .
Pay Mix and Realized Compensation (2024)
| Item | Amount ($) |
|---|---|
| Salary (2024) | $528,846 |
| Performance-based RSU (LTIP) grant-date value | $899,999 |
| RSU awards (new-hire + retention) grant-date value | $4,349,994 |
| All Other Compensation | $32,445 |
| Total (Summary Compensation Table 2024) | $5,811,284 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Common Shares | Options/RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Kenneth “Kenny” R. Wagers | 42,789 | — | 42,789 | <1% |
Company policies and alignment:
- Hedging and pledging are prohibited for directors/officers/employees; only CEO may pledge with prior Board approval (no pledging disclosed for Wagers) .
- Executive stock holding requirements are in place consistent with industry best practices (specific multiples not disclosed) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Shares Unvested | Market Value ($) at $4.99/share | PRSU Target Shares | PRSU Threshold Payout Value ($) |
|---|---|---|---|---|
| New-hire RSU (03/01/2024) | 288,392 | $1,439,076 | — | — |
| Retention RSU (10/04/2024) | 60,137 | $300,084 | — | — |
| 2024 LTIP PRSU (10/04/2024) | — | — | 154,639 | $385,824 (50%×target×$4.99) |
Employment Terms
| Term | Detail |
|---|---|
| Employment start / role | Joined Feb 12, 2024; CFO as of Mar 1, 2024 |
| Principal accounting officer | Assumed responsibilities Jan 31, 2025; no additional compensation; later replaced by new CAO Nov 2025 |
| Variable cash incentive opportunity | Up to 100% of base salary |
| Annual equity opportunity | Up to $1.8 million (time-based up to $900,000; performance-based $900,000; payout 0–200% unless restructured) |
| Severance | 18 months base salary + 12 months benefits upon termination without cause / for “good reason” |
| Change-in-control (CiC) | Double trigger: if terminated without cause / for “good reason” from 3 months pre-CiC to 15 months post-CiC, 2× base salary + 12 months benefits and acceleration of all equity (performance grants vest at target) |
| Clawback & insider trading | SEC/NASDAQ-compliant clawback; insider trading policy filed with 10-K |
| Restrictive covenants | Executives subject to non-compete, non-solicit, and confidentiality covenants |
| Benefits / personal expenses | Eligible for customary benefits; employment agreement provides for payment of certain personal expenses (e.g., commuting) |
Compensation Structure Insights
- Plan metrics emphasize revenue and adjusted EBITDA; NEO weighting sets 45% revenue, 45% adjusted EBITDA, 10% MBOs (cash pool funding for 2024 at minimum on financial metrics, partial on MBOs) .
- 2024 LTIP upside reduced from 200% to 150% reflecting industry uncertainty; measurement period shifted to 2026 with vesting in 2027 .
- Say-on-pay historically strong (99% approval in 2023; triennial frequency supported by 71% in 2023) .
Risk Indicators & Red Flags
- Retention pressure evident: one-time cash bonus and targeted retention RSUs for key executives, including CFO, to bridge 2024–2026 .
- Company performance headwinds in 2024 (revenue decline, negative GAAP operating results, cash from operations negative) increased the proportion of at-risk pay realized at minimum levels .
- Potential take-private process underway; CiC economics for Wagers create event-driven acceleration at target for performance awards (double-trigger) .
Performance Compensation – Metric Table (detail)
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Revenue | 45% (NEO) | $2,395m | $2,207.3m (FX-adjusted $2,213.6m) | Minimum pool funded $2.2m | Cash paid 2025; Wagers $184,500 |
| Adjusted EBITDA | 45% (NEO) | $292.0m | $209.4m (FX-adjusted $205.5m) | Minimum pool funded $2.2m | Cash paid 2025 |
| MBOs | 10% (NEO) | Not disclosed | Partial achievement | Pool funded $2.7m | Cash paid 2025 |
| 2024 LTIP (2026 measure) | 50% Rev / 50% Adj EBITDA | Company: Rev $2,307.3m target; Adj EBITDA $300.6m target | 2026 measure (future) | 0–150% of target shares | Vests 2027 |
Equity Ownership & Vesting Pressure (near term)
- New-hire RSU vests annually over five anniversaries starting 2025, creating potential selling pressure around vest dates depending on blackout windows and personal diversification needs .
- Retention RSU vests in two equal installments in 2025 and 2026, adding additional scheduled supply into the market, subject to trading windows and policy constraints .
- Company prohibits hedging/pledging (except CEO with prior Board approval), reducing misalignment risks; no pledging disclosed for Wagers .
Investment Implications
- Alignment: Wagers’ pay mix skews to equity and at-risk incentives (large 2024 RSU/PRSU grants), with cash incentives funded only at minimum/partial levels due to weak 2024 performance—supporting pay-for-performance but raising realized comp variability .
- Retention risk: The 2025 one-time cash bonus and 2024 retention RSU indicate the Board’s view that CFO retention is critical through the 2024–2026 LTIP window; monitor vest schedules (2025–2027) for selling pressure .
- Event risk: A take-private would trigger double‑trigger CiC benefits, including acceleration of unvested equity at target for performance awards; this could influence executive incentives and near-term trading dynamics if a transaction proceeds .
- Execution risk: Company 2024 operational and cash flow headwinds limit variable pay and increase the importance of delivering 2026 LTIP targets; watch revenue and adjusted EBITDA trajectories versus the 2026 LTIP thresholds/targets to gauge future PRSU realizability .