Michelle Swanback
WILLIS TOWERS WATSONAbout Michelle Swanback
Independent director at WTW since 2022; age 56. Current roles: Chair, Human Capital & Compensation Committee (HCC); Member, Risk & Operational Oversight Committee. Prior roles include President of TTEC Holdings, Inc. (Nov 2022–Dec 2024) and CEO of TTEC Engage (May 2022–Dec 2024); previously President, Product & Platform at Western Union (2020–2022), and senior leadership at Accenture Digital/Technology. Education: B.S. in Computer Information Systems & Finance (Colorado State University); IMD Executive Management program (Lausanne).
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| TTEC Engage (business unit of TTEC) | Chief Executive Officer | May 2022 – Dec 2024 | Led large-scale customer experience operations; technology-led transformations |
| TTEC Holdings, Inc. | President | Nov 2022 – Dec 2024 | Enterprise leadership; digital/operational transformation |
| The Western Union Company | President, Product & Platform | 2020 – 2022 | Product/platform modernization and digitization |
| Accenture Digital | Group Operating Officer | 2014 – 2020 | Global digital transformation execution |
| Accenture Technology, North America | Lead | 2012 – 2014 | Technology leadership; delivery oversight |
| Accenture CMT (North America) | Managing Director | 2011 – 2012 | Practice leadership (Communications, Media & Technology) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in WTW proxy |
Board Governance
- Independence and service: Board determined all directors other than the CEO are independent; Swanback has served since 2022. Board met 8 times in 2024; all directors attended at least 75% of Board/committee meetings and attended the 2024 AGM.
- Committee assignments (current): Chair, Human Capital & Compensation; Member, Risk & Operational Oversight. 2024 composition shows her as HCC Chair and on the Operations-focused committee; Board reconstituted committees effective Jan 1, 2025 to form Risk & Operational Oversight (successor to Operational Transformation).
- HCC remit: Oversees executive compensation philosophy, goal-setting and pay decisions, incentive/equity plans, ownership guidelines, recoupment, and compensation risk; reviewed CD&A and Say-on-Pay. HCC met 5 times in 2024.
- Risk & Operational Oversight remit: Enterprise risk framework; oversight of operational risks including technology, cybersecurity, information security, privacy, AI; operational efficiency initiatives; reviews material transactions; coordinates with Audit on overlapping items. Formed Jan 1, 2025; predecessor Operational Transformation Committee met 4 times in 2024.
- HCC interlocks: HCC Committee Interlocks and Insider Participation disclosure indicates no compensation committee interlocks/insider participation cross-ties.
- Governance practices relevant to directors: Prohibition on hedging and pledging company shares; majority voting in uncontested elections; proxy access; tenure limits (12-year guideline); regular executive sessions.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 140,000 | 140,000 |
| Share awards ($) | 200,000 | 220,000 |
| Total ($) | 340,000 | 360,000 |
| RSU grant date/details | 881 RSUs granted May 17, 2023; vest at earlier of 1-year or 2024 AGM | 858 RSUs granted May 22, 2024; vest at earlier of 1-year or 2025 AGM |
Additional structure (effective for the director term beginning at the 2024 AGM unless noted):
- Annual cash retainer: $125,000 (payable 100% in equity at director’s election).
- Annual RSU retainer: $220,000 (increased by $20,000 as of 2024 AGM); vests at earlier of 1-year or next AGM.
- HCC Chair fee: increased to $25,000 cash effective Jan 1, 2025 (prior HCC Chair fee was $15,000 in 2023).
Performance Compensation
| Vehicle | Structure | Performance Metrics | Notes |
|---|---|---|---|
| Director equity | Time-based RSUs | None | Director RSUs vest at earlier of one year or next AGM; no options disclosed for directors in 2024 |
WTW does not use performance-based pay for non-employee directors; equity is time-based to align with shareholders while preserving independence from management performance incentives.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company boards | None disclosed for Swanback in WTW proxy |
| HCC interlocks/insider participation | None (Company disclosure) |
Expertise & Qualifications
- Technology and operational transformation leadership (Accenture Digital; Accenture Technology NA; TTEC; Western Union) supporting oversight of human capital incentives tied to digital execution and operational efficiency.
- Executive/management experience scaling technology-enabled businesses; relevant to HCC’s pay-for-performance design and to risk oversight of technology/cyber/AI through the Risk & Operational Oversight Committee.
- Education: B.S. Computer Information Systems & Finance; executive program (IMD).
Equity Ownership
| Holding (as of Dec 31, 2024) | Amount |
|---|---|
| Ordinary shares | 1,108 |
| RSUs outstanding | 858 |
| Director ownership guideline | 5x annual cash retainer ($625,000) within 8 years of Board appointment; directors barred from transferring shares until 6 months post-service (with limited exceptions) |
| Compliance status | Proxy states Mr. Thomas and Ms. Chima have satisfied the guideline; all other directors (including Swanback) expected to satisfy within timeframe |
| Hedging/pledging | Directors prohibited from hedging and from pledging shares or having margin accounts |
Governance Assessment
- Committee fit and effectiveness: As HCC Chair, Swanback oversees rigorous pay design (recoupment policy; ownership guidelines; risk assessment), and as a member of Risk & Operational Oversight she brings deep digital/operations experience to cybersecurity/AI and operational risk oversight. This combination supports alignment between incentive design and operational strategy.
- Independence and engagement: Independent status; Board met 8x in 2024 with all directors ≥75% attendance; HCC met 5x, and the operations-focused committee met 4x in 2024 (as Operational Transformation). Indicates active cadence.
- Pay-for-alignment (director): Balanced mix of cash retainer and time-based RSUs (increased equity retainer in 2024) plus chair fee increase effective 2025 aligns director incentives with long-term shareholder value without tying to management performance outcomes.
- Shareholder sentiment: 2024 Say-on-Pay support ~90% and ongoing shareholder outreach (contacted ~60% of outstanding shares; ~40% engagement) indicate constructive investor relations and responsiveness on compensation/governance.
- Conflicts and related parties: Company reports no related-party transactions requiring disclosure in 2024 beyond ordinary-course BlackRock pension services; governance policies include strict review/approval of related-person transactions. No Swanback-specific related-party items disclosed.
- RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, hedging/pledging, or compensation anomalies for Swanback. Continued monitoring warranted for ownership guideline progress given 8-year window and equity accumulation pace.