Steven J. Anenen
TTEC HoldingsAbout Steven J. Anenen
Independent director of TTEC since 2016; age 72. Former CEO of CDK Global and longtime ADP executive who led the ADP Dealer Services spin-off, global expansion to 100+ countries, and scaled the business to >$2B revenue; brings operator, technology, risk, and transformation expertise. Currently chairs TTEC’s Security & Technology Committee and serves on Audit, Nominating & Governance, and Executive Committees; designated an “audit committee financial expert.” Independence affirmed under NASDAQ rules; Board reports robust executive sessions and risk oversight practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDK Global (NASDAQ:CDK) | Chief Executive Officer | 2014–2016 | Led ADP Dealer Services spin-off to form CDK; oversaw transformation and scale-up . |
| ADP Dealer Services (ADP) | President | 2004–2014 | Drove global expansion to 100+ countries; grew revenue above $2B; led digital transformation via acquisitions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CDK Global (NASDAQ:CDK) | Director (Past) | Not disclosed | Listed as past directorship in proxy . |
| DealerSocket | Director (Past) | Not disclosed | Listed as past directorship in proxy . |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Security & Technology (Chair as of Sept 2024), Audit, Nominating & Governance, Executive . |
| Audit Committee financial expert | Board determined Anenen qualifies as an “audit committee financial expert” . |
| Independence | Independent under NASDAQ rules; all standing committees comprised of independent directors . |
| Special Committee | Member of the Special Committee evaluating a take‑private proposal from the CEO; additional fees approved for Special Committee service . |
| Executive sessions | Independent directors meet regularly without management (including with external advisors) . |
| Attendance (2024) | Board held 10 meetings; each director attended at least 80% of Board/committee meetings; all directors attended the 2024 annual meeting . |
| Lead independent director | Board has not appointed a lead independent director; cites collaborative board dynamics and CEO’s controlling stake as context . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Standard for independent directors. |
| Committee chair/member fees (cash) | Audit Chair $27,000; Audit Member $13,500; Compensation Chair $20,000; Compensation Member $10,000; N&G Chair $15,000; N&G Member $7,500; Security & Technology Chair $15,000; Security & Technology Member $7,500 | Paid in addition to Board retainer. |
| Annual equity grant (RSUs) | $190,000 grant date value | Vests on earlier of first anniversary or next annual meeting (or upon change‑in‑control) . |
| 2024 Actual Director Compensation (Anenen) | Amount |
|---|---|
| Fees earned or paid in cash | $102,470 |
| Stock awards (grant date fair value) | $189,999 |
| Total | $292,469 |
| Special Committee Fees (Take‑Private Review) | Amount |
|---|---|
| Cash paid through Dec 31, 2024 | $75,000 (member) |
| Revised monthly fees (effective Apr 1, 2025) | $12,000/month for members; $15,000/month for chair until committee dissolves |
Performance Compensation
| Equity Grant Detail (2024 Non‑Employee Director RSUs) | Value |
|---|---|
| Shares granted | 29,503 shares |
| Grant date fair value | $190,000 |
| Price used for grant calculation | $6.44 closing price on grant date |
| Vesting terms | Earlier of the first anniversary or the succeeding annual meeting; accelerates on change‑in‑control per RSU agreement . |
| Options/PSUs | No director option awards or performance‑based equity disclosed for non‑employee directors . |
Other Directorships & Interlocks
- Past public boards: CDK Global and DealerSocket .
- No interlocks or related‑party ties disclosed involving Anenen; Compensation Committee reported no interlocks in FY2024 .
Expertise & Qualifications
- Business transformation, capital markets/M&A, operator/CEO experience, risk management, service industry experience; public company CEO and board experience; global/industry expertise .
- Designated audit committee financial expert; multi‑committee service including Security & Technology chair .
Equity Ownership
| Metric (as of Mar 31, 2025) | Amount |
|---|---|
| Common stock beneficially owned | 27,811 shares |
| Options/RSUs exercisable/vesting within 60 days | 29,503 shares |
| Total beneficial ownership | 57,314 shares |
| % of outstanding shares | <1% |
Policy signals:
- Hedging/pledging of TTEC securities prohibited for directors; company maintains strict insider trading policy. CEO (controlling stockholder) may pledge stock only with Board approval and not a material portion of holdings .
- Shareholding guidelines in place for directors and executives (details not quantified in proxy) .
Governance Assessment
-
Strengths
- Independent director with deep operator and technology credentials; designated audit financial expert and chairs Security & Technology Committee (key for AI/cyber/data governance) .
- Active engagement: member of Special Committee addressing the CEO’s take‑private proposal; committee fees and structure disclosed, supporting transparency .
- Attendance and engagement standards met; Board reports executive sessions and comprehensive risk oversight across committees .
-
Watch items / potential red flags
- Controlled company dynamics: CEO beneficially owns 58.3% of shares; Board has not appointed a lead independent director, which may heighten governance risk in contested situations despite stated safeguards and refusal to use NASDAQ controlled company exemptions .
- Related‑party aviation services with entities beneficially owned by the CEO approved by Audit Committee; while arm’s‑length review is disclosed, continued monitoring is prudent .
- Special Committee context: while independence and external advisors are disclosed, ongoing scrutiny of process and remuneration is warranted during any take‑private negotiations .
-
Alignment signals
- Majority of Anenen’s 2024 compensation in equity RSUs that vest on an annual cadence; personal share ownership and standard hedging/pledging prohibitions support alignment .
- Director compensation framework is modest and structured around fixed retainers plus RSUs; no performance‑based director equity or options, limiting pay‑for‑performance concerns at the board level .
Say‑on‑pay (executive program) received 99% approval in 2023, indicating broad investor support for compensation governance; while focused on executives, it informs confidence in overall oversight .