Tracy L. Bahl
TTEC HoldingsAbout Tracy L. Bahl
Independent director of TTEC since 2013; age 63. Background includes operating partner in healthcare at Welsh, Carson, Anderson & Stowe since 2020, managing partner at Valtruis, and board roles at Wayspring Health, Oncology Care Partners, InterWell Health, and Glooko; prior roles include President & CEO of OneOncology, EVP Health Plans at CVS Health (2013–2018), special advisor to General Atlantic (2007–2013), and senior executive positions at UnitedHealth Group and CIGNA Healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | EVP, Health Plans | 2013–2018 | Senior leadership overseeing health plans |
| OneOncology | President & CEO | Not disclosed | Led support platform for oncology practices |
| General Atlantic | Special Advisor | 2007–2013 | Supported portfolio companies in leadership roles |
| UnitedHealth Group | Senior executive positions | Prior to 2007 | Not disclosed |
| CIGNA Healthcare | Senior executive positions | Prior to 2007 | Not disclosed |
External Roles
| Organization | Role | Since/Status | Notes |
|---|---|---|---|
| Welsh, Carson, Anderson & Stowe (WCAS) | Operating Partner, Healthcare | Since 2020 | PE firm specializing in healthcare and technology |
| Valtruis | Managing Partner | Current | Leads value-based care investments |
| Wayspring Health | Director | Current | Valtruis portfolio company |
| Oncology Care Partners | Director | Current | Valtruis portfolio company |
| InterWell Health | Director | Current | Valtruis portfolio company |
| Glooko, Inc. | Director | Current | Diabetes connected care company |
| Andros | Director | Current | Listed among current directorships |
Board Governance
- Committees: Chair, Compensation Committee; Member, Executive Committee .
- Independence: Affirmed independent under NASDAQ standards in 2025 nominees .
- Attendance: 10 Board meetings in 2024; each director attended at least 80% of all Board and committee meetings where the director is a member; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee held 4 regular and 3 special meetings, plus 3 unanimous written consents in 2024; all members independent and non‑employee directors .
- Special Committee: Member of Special Committee formed to evaluate a potential take‑private; received $75,000 for services through 12/31/2024; effective 4/1/2024, monthly compensation set at $12,000 for members until committee dissolution (chair at $15,000/month) .
- Executive Committee: Member; the Executive Committee held no meetings in 2024 .
Fixed Compensation
| Year (for service) | Annual Cash Retainer | Committee Chair Fees | Committee Member Fees | Total Cash Earned | Equity Grant (Fair Value) | Total Compensation |
|---|---|---|---|---|---|---|
| 2023 | $75,000 | $20,000 (Comp Committee Chair) | N/A | $98,750 | $189,988 (RSUs) | $288,738 |
| 2024 | $75,000 | $20,000 (Comp Committee Chair) | N/A | $95,000 | $189,999 (RSUs) | $284,999 |
- Director equity program: Annual RSUs valued at $190,000; vest on the earlier of first anniversary of grant, next Annual Meeting, or change‑in‑control .
- Special Committee fees (incremental to standard director comp):
- 2024 services: $75,000 paid to Bahl; chair received $100,000 .
- Effective 4/1/2024: $12,000/month for members; $15,000/month for chair until dissolved .
Performance Compensation
| Grant Year | Grant Date Share Price | RSU Shares Granted | Grant Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| 2023 | $31.76 | 5,982 | $190,000 | Earlier of first anniversary, next Annual Meeting, or change‑in‑control | None for director RSUs (time‑based) |
| 2024 | $6.44 | 29,503 | $190,000 | Earlier of first anniversary, next Annual Meeting, or change‑in‑control | None for director RSUs (time‑based) |
As Compensation Committee Chair, Bahl oversees executive incentive structures that include forward‑looking rewards tied to growth in Revenue and adjusted EBITDA over multi‑year periods; the 2022 VCP (executive program) required stretch Revenue and adjusted EBITDA through 2025 and is not expected to vest based on current performance (no payouts in 2026) .
Other Directorships & Interlocks
| Organization | Public/Private (Proxy disclosure) | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Andros | Not disclosed | Director | None disclosed |
| Glooko, Inc. | Not disclosed | Director | None disclosed |
| Wayspring Health | Not disclosed | Director | Valtruis portfolio; no related‑party transactions disclosed |
| Oncology Care Partners | Not disclosed | Director | Valtruis portfolio; no related‑party transactions disclosed |
| InterWell Health | Not disclosed | Director | Valtruis portfolio; no related‑party transactions disclosed |
| MedExpress | Not disclosed | Past Director | None disclosed |
| Emdeon | Not disclosed | Past Director | None disclosed |
| Gustavus Adolphus College | Not disclosed | Past Director | None disclosed |
Expertise & Qualifications
- Qualifications cited by TTEC: Business Transformation Experience; Capital Markets or M&A Experience; Industry Experience; Operator or CEO Experience; Public Company Audit Experience; Public Company Board Experience; Risk Management Experience; Service Industry Experience .
Equity Ownership
| Metric | As of Apr 3, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Common Stock | 17,935 | 23,917 |
| Options/RSUs Vesting Within 60 Days | 5,982 | 29,503 |
| Total Beneficial Ownership | 23,917 | 53,420 |
| Percent of Class | <1% | <1% |
| Unvested RSUs Held (year‑end) | 5,982 (12/31/2023) | 29,503 (12/31/2024) |
- Hedging/Pledging: Company policy prohibits directors from hedging or pledging TTEC securities; only the controlling shareholder may pledge with prior Board approval and limited scope .
- Ownership guidelines: Company states Board members have shareholding guidelines aligned with industry best practices (specific multiples not disclosed) .
Governance Assessment
- Board effectiveness: Bahl chairs the Compensation Committee, which met frequently (4 regular, 3 special meetings plus written consents), indicating active oversight of pay design and risk review; committee composed entirely of independent directors .
- Independence and attendance: Independent under NASDAQ standards; attended at least 80% of Board and committee meetings; participated in executive sessions typical of independent oversight .
- Conflict mitigation: Participation on a Special Committee to evaluate a potential take‑private by the controlling shareholder is a governance safeguard; however, extra fees ($75,000 in 2024; ongoing monthly fees) create a modest risk of perceived incentive misalignment—offset by committee structure and independent composition .
- Related‑party exposure: No related‑party transactions disclosed involving Bahl; company’s related‑party transactions were limited to aviation services affiliated with the CEO and a KPMG relationship involving an executive’s family member; oversight by Audit Committee in place .
- Overboarding controls: TTEC limits directors’ service on outside public company boards (1–4 based on circumstances) and reviews availability, engagement, and attendance annually—reducing overboarding risk; no exceptions noted for Bahl .
RED FLAGS: Controlled company status with CEO/Chair owning ~58% can concentrate power; take‑private evaluation requires strong independent oversight—Special Committee participation is positive, but ongoing committee fee structure should be monitored for incentives during negotiations .
Board Committee Assignments (2024)
| Committee | Role |
|---|---|
| Compensation Committee | Chair |
| Executive Committee | Member |
Fixed Compensation – Policy Details (2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $75,000 | Cash |
| Compensation Committee Chair Fee | $20,000 | Cash |
| RSU Grant | $190,000 | Time‑based RSUs; vest earlier of one year, next Annual Meeting, or change‑in‑control |
Performance Compensation – Committee Oversight Signals
| Program | Metrics | Outcome |
|---|---|---|
| Executive LTIP/forward‑looking rewards | Revenue, adjusted EBITDA (multi‑year) | Used to align pay with performance |
| 2022 Value Creation Program (executive) | Revenue, adjusted EBITDA (2022–2025) | Not expected to meet minimum thresholds; no vesting in 2026 |
Independence, Attendance & Engagement
- Independent under NASDAQ; majority‑independent Board despite controlled company status .
- 2024 Board meetings: 10; each director ≥80% attendance; all directors attended 2024 Annual Meeting .
- Compensation Committee: active cadence and charter review; independence affirmed .
Governance Policies Relevant to Alignment
- Insider trading policy with hedging/pledging prohibitions for directors; controlling shareholder exception requires Board approval and is limited .
- Share ownership guidelines for directors (details not disclosed) .
- Executive sessions and unrestricted access to independent counsel/consultants for independent directors .
Related‑Party Transactions (Context)
- No related‑party transactions disclosed involving Bahl; Audit Committee reviews and approves related‑party transactions; 2024 items involved aviation services affiliates of CEO and KPMG advisory services (with an executive’s family member employed at KPMG, recused from decisions) .
Say‑on‑Pay & Compensation Consultant Use (Context for Chair Role)
- Board reviewed independent director compensation with Meridian Compensation Partners against peer benchmarks in 2023; no changes in February 2024 .
Summary Implications for Investors
- Alignment: Time‑based director RSUs and meaningful equity holdings (29,503 unvested RSUs at 12/31/2024) support alignment; hedging/pledging restrictions reinforce this .
- Oversight quality: Active Compensation Committee leadership and Special Committee participation bolster governance during strategic transactions; independence affirmed .
- Monitoring focus: Maintain vigilance on special committee fee structures during any take‑private process to ensure decisions remain stockholder‑aligned; track attendance and engagement levels (currently strong) .