Marc L. Holtzman
TTEC HoldingsAbout Marc L. Holtzman
Marc L. Holtzman (age 65) has served as an independent director of TTEC since 2014. He brings extensive international finance, investment banking, and public-sector experience, including senior roles at Barclays Capital and Meridian Capital HK, and service as Colorado’s Secretary of Technology; he also led a major academic institution as President of the University of Denver. His board credentials include public company audit experience and governance leadership across multiple emerging-market financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meridian Capital HK | Chairman | 2012–2014 | Led PE firm in Asia; financial and investment oversight |
| Barclays Capital | Executive Vice Chairman | 2008–2012 | Senior global investment banking leadership |
| University of Denver | President | 2003–2005 | Institutional governance and strategy |
| State of Colorado | Secretary of Technology | 1999–2003 | State technology policy and oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Rwanda Capital Market Authority | Director | Current |
| Victoria Falls International Financial Center | Director | Current |
| Bank of Kigali | Director | Past |
| CBZ Holdings Ltd. | Director | Past |
| Astana Financial Services Authority | Director | Past |
| KazKommertsBank | Director | Past |
| FTI Consulting (NYSE:FCN) | Director | Past |
| Duddell Street Acquisition Corp. (NASDAQ:DSAC) | Director | Past |
Board Governance
- Committee assignments: Nominating & Governance Committee member; not a chair .
- Independence: Identified as independent under NASDAQ rules; TTEC maintains majority-independent board despite controlled-company status .
- Attendance and engagement: Board held 10 meetings in 2024; each director attended at least 80% of their board/committee meetings and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session without management; also with external auditors and independent consultants .
- Lead Independent Director: Not designated; board cites small size and collaborative dynamics; CEO/Chair’s conflicts mitigated via special committees and recusals .
- Special Committee (take-private proposal): Comprised of Anenen, Bahl, Conley, and Frerichs; Holtzman was not a member .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard independent director retainer |
| Committee membership fee | $7,500 | Nominating & Governance member fee |
| Total cash fees (2024) | $82,500 | Holtzman’s cash earnings in 2024 |
| Equity RSU grant (2024) – grant-date fair value | $189,999 | Time-based RSUs; annual director grant |
| RSU shares granted (2024) | 29,503 | Based on $6.44 closing price on grant date |
| RSU vesting | One-year cliff | Vests at earlier of 1-year anniversary or next annual meeting/change-in-control |
| Total director compensation (2024) | $272,499 | Cash plus RSU grant-date value |
Performance Compensation
Directors do not receive performance-based equity or cash incentives; TTEC’s performance pay is for executives. The following tables summarize company performance metrics that underpin pay-for-performance governance.
| 2024 Annual Incentive Funding Metrics | Weight | Target | Performance | FX-Adjusted Performance | Pool Funding |
|---|---|---|---|---|---|
| Pre-Bonus Adjusted EBITDA ($mm) | 40% | $292.0 | $209.4 | $205.5 | $2.2 |
| Revenue ($mm) | 40% | $2,395.0 | $2,207.3 | $2,213.6 | $2.2 |
| MBOs | 20% | — | — | — | $2.7 |
| Total funding (2024 performance, paid 2025) | — | — | — | — | $7.1 |
| 2024 LTIP Metrics (Company) | 2026 Target | CAGR vs. 2023 | Max Payout |
|---|---|---|---|
| Revenue ($mm) | $2,422.6 | (0.6)% | 150% |
| Adjusted EBITDA ($mm) | $318.6 | 5.5% | 150% |
| 2024 LTIP Metrics (Digital segment) | 2026 Target | CAGR vs. 2023 | Max Payout |
|---|---|---|---|
| Digital Revenue ($mm) | $616.8 | 8.2% | 150% |
| Digital Adjusted EBITDA ($mm) | $107.3 | 14.4% | 150% |
Additional governance context:
- 2022 LTIP awards forfeited (thresholds unmet for revenue and adjusted EBITDA in 2024) .
- 2024 LTIP upside capped at 150% (reduced from 200%) to reflect industry uncertainty; retention RSU grants used to address key executive retention risk .
Other Directorships & Interlocks
| Entity | Industry/Type | Potential Interlock Risk |
|---|---|---|
| FTI Consulting (NYSE:FCN) | Consulting | No TTEC-related party disclosure; low direct conflict indicated |
| Emerging market banks/regulators (e.g., Bank of Kigali, CBZ Holdings, Rwanda CMA, Astana FSA) | Financial services/regulatory | Non-overlapping with TTEC’s customer base; no related-party transactions disclosed |
Expertise & Qualifications
- Financial and audit oversight experience; public company audit experience cited in TTEC’s skills matrix .
- International capital markets and governance expertise from Barclays and Meridian Capital HK .
- Public-sector governance and technology policy background (Colorado Secretary of Technology) .
Equity Ownership
| Category | Shares | % of Outstanding |
|---|---|---|
| Common stock owned | 43,986 | <1% |
| Options/RSUs vesting within 60 days | 29,503 | <1% |
| Total beneficial ownership | 73,489 | <1% |
| Ownership detail | 39,211 direct; 4,775 for spouse/minor children | — |
- Hedging/pledging: TTEC prohibits hedging and pledging by directors/officers; only the CEO may pledge with prior Board approval (material portion prohibited). No pledging disclosed for Holtzman .
- Stock ownership guidelines: Board and executives subject to shareholding guidelines; specifics not disclosed for directors .
Governance Assessment
-
Strengths:
- Independent status with relevant audit and public-sector expertise; service on Nominating & Governance supports board effectiveness .
- Strong engagement (≥80% attendance; presence at annual meeting) and aligned director pay structure mixing cash retainer, modest committee fees, and time-based equity .
- No related-party transactions or conflicts disclosed for Holtzman; company enforces related-party review via Audit Committee .
- Pay-for-performance governance for executives with clear financial metrics and clawback policy compliant with NASDAQ Rule 10D-1 .
-
Watch items / RED FLAGS:
- Controlled company dynamics: CEO/Chair controls 58.3% of shares; potential take-private under evaluation by an independent Special Committee (Holtzman not on it), which could raise minority investor concerns if process or pricing draws scrutiny .
- Related-party aviation services with entities owned by CEO; Audit Committee oversight in place, but continues as a governance sensitivity .
- No Lead Independent Director despite combined CEO/Chair role; board cites mitigants, but investors may prefer a formal independent counterweight .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 99% approval at 2023 meeting; no structural changes made post vote .
- Frequency vote: 71% favored triennial Say-on-Pay in 2023; next frequency vote in 2029 .
Compensation Committee Analysis
- Independent consultant: Meridian Compensation Partners; total 2024 fees $59,178; no other services to the company; independence certified .
- Peer group calibration: Adjusted in Sept 2023 and again in Sept 2024 to better reflect competitive labor and market dynamics (e.g., additions: Maximus, Perficient) .
- Risk assessment: Annual review indicates compensation policies do not create unreasonable risk; clawback policy adopted per NASDAQ standards .
Related-Party Transactions
- Governance controls: Audit Committee reviews related-party transactions >$120,000; quarterly monitoring and annual director/executive questionnaires .
- 2024 disclosures: Aviation services with entities indirectly owned by CEO ($600k expense; $36k outstanding at year-end); no transactions disclosed involving Holtzman .
Summary Implications for Investor Confidence
- Holtzman’s profile enhances board oversight in governance and international finance, with clean related-party profile and solid attendance, supporting board effectiveness .
- Controlled-company risks (combined CEO/Chair; take-private proposal) remain the primary governance headwind; continued reliance on independent committees and adherence to best-practice processes will be important signals. Holtzman’s role on Nominating & Governance positions him within the core governance framework, though he is not on the Special Committee .