Robert N. Frerichs
TTEC HoldingsAbout Robert N. Frerichs
Independent director at TTEC since 2012; age 73; Certified Public Accountant. Career highlights include 36 years at Accenture culminating as International Chairman, with prior roles as group chief executive for North America, chief risk officer, COO of the communications & high-tech operating group, and chair of the capital committee. Serves as Chair of TTEC’s Nominating & Governance Committee and is a designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture (NYSE: ACN) | International Chairman; Group Chief Executive (North America); Chief Risk Officer; COO, Communications & High-Tech; Chair of Capital Committee | 36 years | Extensive audit/risk and operating leadership; public company experience |
| Aricent Group | Chairman | 2012–2013 | Led global innovation/technology services company |
| Accenture (NYSE: ACN) | Director (past) | Not disclosed | Public company board experience |
| Merkle, Inc. | Director (past) | Not disclosed | Marketing technology/data |
| Avanade (JV of Accenture & Microsoft) | Director (past) | Not disclosed | Enterprise software/services |
| Cyandia, Inc. | Director (past) | Not disclosed | Not disclosed |
External Roles
| Organization | Public/Private | Role | Committees/Impact |
|---|---|---|---|
| Wedgewood Enterprises Corporation | Not disclosed | Director | Not disclosed |
Board Governance
- Committee assignments: Nominating & Governance (Chair); Audit; Compensation; Executive; designated audit committee financial expert.
- Independence: Board lists Frerichs as independent under NASDAQ rules; TTEC operates as a controlled company but does not use governance exemptions (all committees except Executive fully independent).
- Attendance and engagement: 10 board meetings in 2024; each director attended at least 80% of all Board and committee meetings; all directors attended the 2024 annual meeting.
- Committee activity cadence (2024): Audit—4 regular + 4 special; Compensation—4 regular + 3 special; Nominating & Governance—4 regular; Security & Technology—3 regular; Executive—no meetings.
- Election result (2025 AGM): Frerichs re-elected with 36,057,229 “For,” 0 “Against,” 3,944,366 “Abstain”; broker non-votes 3,762,408. or
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Independent director retainer |
| Committee chair fee (Nominating & Governance) | $15,000 | Chair fee |
| Committee member fee (Audit) | $13,500 | Member fee |
| Committee member fee (Compensation) | $10,000 | Member fee |
| Special Committee fees (take‑private review) | $75,000 | Paid through Dec 31, 2024; Committee formed Nov 4, 2024 |
| Special Committee ongoing monthly (member) | $12,000/month | Approved Apr 3, 2025, effective Apr 1, 2024, until dissolved |
| RSU grant (annual) | $189,999 | Intended value $190,000; 29,503 RSUs at $6.44 grant-date price |
- Director 2024 actual compensation: Cash fees $113,500; Stock awards $189,999; Total $303,499. Equity comprised ~62.6% of total (calculated from disclosed figures).
Performance Compensation
| Equity Vehicle | Shares | Grant Value | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs (annual director grant, 2024) | 29,503 | $189,999 | Earlier of 1-year from grant, next Annual Meeting, or change-in-control | None disclosed for directors (time-based RSUs) |
No stock options, PSUs, or performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for non-employee directors; RSUs are time-vested.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Wedgewood Enterprises Corporation | Director | Not disclosed | None disclosed |
| Accenture (NYSE: ACN) | Past Director | Not disclosed | None disclosed |
| Merkle, Inc. | Past Director | Not disclosed | None disclosed |
| Avanade | Past Director | Not disclosed | None disclosed |
| Cyandia, Inc. | Past Director | Not disclosed | None disclosed |
- Compensation Committee interlocks: Company reports no interlocking relationships or member relationships requiring related-person disclosure in FY2024.
Expertise & Qualifications
- CPA; designated “audit committee financial expert.”
- Deep global operations, risk management, audit, and governance leadership from Accenture tenure.
- Governance oversight: Chairs Nominating & Governance, including board/committee evaluations, succession planning, and impact/sustainability oversight.
Equity Ownership
| Holder | Common Stock | Options/RSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Robert N. Frerichs | 24,132 | 29,503 | 53,635 | <1% |
- Unvested RSUs outstanding (as of 12/31/2024): 29,503.
- Hedging/pledging: Company maintains hedging/pledging restrictions; specific director-level pledging or hedging by Frerichs not disclosed.
Governance Assessment
- Strengths: Independent director with strong audit/risk credentials and CPA designation; chairs governance; recognized as audit committee financial expert; robust meeting cadence and documented attendance; board maintains independence despite controlled-company status (does not use NASDAQ controlled-company exemptions).
- Alignment: Meaningful equity component via annual RSUs; beneficial ownership includes time-vested RSUs; no options or special perquisites disclosed for directors.
- Conflicts/Related-party oversight: Audit Committee explicitly reviews and approves all related-party transactions; board uses special/ad hoc committees to manage conflicts (notably for potential take‑private).
- Watch items and signals:
- Special Committee fees tied to potential take‑private (additional cash retainers and monthly pay) increase director cash mix during a conflict-sensitive process—monitor for duration, disclosure, and independence safeguards.
- Controlled company with a 58.3% owner elevates conflict risk; board asserts independence practices and executive sessions—continue to monitor governance around transaction processes and any related-party dealings.
Overall, Frerichs’ audit/governance expertise and independence support board effectiveness; his equity-based pay and low ownership percentage are typical for non-employee directors, with incremental special committee fees representing a situational governance signal to track through the transaction period.