cnxc-20240208

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Concentrix Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

February 8, 2024

Dear Concentrix Corporation Stockholder:

We invite you to attend our 2024 Annual Meeting of Stockholders, which will be held at 10:00 a.m. Eastern Daylight Time on Thursday, March 21, 2024. The Annual Meeting will again be held in a virtual format to provide a convenient experience for all of our stockholders. Stockholders who held shares of Concentrix Corporation common stock as of the record date of January 26, 2024 will be able to attend the meeting by logging in at www.virtualshareholdermeeting.com/CNXC2024. Details regarding attending and voting at the Annual Meeting and the business to be conducted at the meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important to our Board of Directors. Whether or not you attend the Annual Meeting, we encourage you to vote your shares of Concentrix Corporation common stock on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating and returning the proxy card in the envelope provided.

Thank you for your ongoing support of, and continued interest in, Concentrix Corporation.

Sincerely,

Kathryn Marinello

Chair of the Board

Chris Caldwell

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

CONCENTRIX CORPORATION

39899 Balentine Drive, Suite 235

Newark, California 94560

Date:

Record Date:

Time:

Attendance:

Thursday, March 21, 2024

Friday, January 26, 2024

10:00 a.m. EDT

www.virtualshareholdermeeting.com/CNXC2024

The 2024 Annual Meeting of Stockholders of Concentrix Corporation will be held in a virtual meeting format at www.virtualshareholdermeeting.com/CNXC2024, on Thursday, March 21, 2024 at 10:00 a.m. Eastern Daylight Time.

Items of Business

1.The election of ten directors nominated by our Board of Directors and named in this Proxy Statement.

2.The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.

3.The approval, on an advisory basis, of the compensation of our named executive officers.

4.Such other business as may be properly be brought before the meeting.

The Proxy Statement following this Notice describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

You may attend and vote at the Annual Meeting if you were a Concentrix Corporation stockholder of record at the close of business on January 26, 2024, the record date for the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares of Concentrix Corporation common stock promptly on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating and returning the proxy card in the envelope provided. Voting your shares prior to the Annual Meeting will not prevent you from changing your vote through the virtual meeting platform if you choose to attend the meeting.

By order of the Board of Directors,

Jane C. Fogarty

Executive Vice President, Legal

Newark, California

February 8, 2024

TABLE OF CONTENTS


			Page No.
O verv iew of Proxy Sta tement and 2024 Annual Meeting			1
Notice of Internet Availability of Proxy Materials			7
About the Annual Meeting			7
Who May Attend and Vote at the Annual Meeting			7
How to Attend the Annual Meeting			7
How to Vote at the Annual Meeting			7
How to Change or Revoke Your Vote			9
Quorum			9
Corporate Governance			9
Governance Policies			9
Stockholder Engagement			10
Related Party Transactions			10
Risk Management			11
Board of Directors			13
Leadership Structure			13
Director Independence			13
Director Qualifications and Nomination Process			13
Board Diversity			15
Meetings			15
Contacting the Board			16
Board Committees			16
Audit Committee			16
Compensation Committee			18
Nominating and Governance Committee			18
Executive Committee			19
Director Compensation			19
202 3 Director Compensation			20
Stock Ownership Guidelines			20
Proposals Requiring Your Vote			21
Proposal No. 1: Election of Directors			21
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			26
Proposal No. 3: Approval of the Compensation of Our Named Executive Officers			27
Equity Compensation Plan Information			28
Beneficial Ownership of Securities			29
Our Executive Officers			31
Compensation Discussion and Analysis			32
Our Total Rewards Philosophy			32
Our Compensation Process			32
Elements of the Fiscal Year 2023 Compensation Program			34
Other Compensation Policies and Practices			38
202 3 Summary Compensation Table			40
Grants of Plan-Based Awards in Fiscal Year 2023			42


Outstanding Equity Awards at 2023 Fiscal Year-End			43
Option Exercises and Stock Vested in Fiscal Year 2023			46
Pension Benefits			47
Potential Payments upon Termination or in Connection with Change of Control			47
CEO Pay Ratio			49
Pay Versus Performance			49
General Information			53
202 5 Annual Meeting of Stockholders			53
Important Notice Regarding Delivery of Stockholder Documents			53
Information Requests			54

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, but are not limited to, statements regarding our expected future financial condition, growth, and results of operations, including revenue, operating income, and free cash flow, statements regarding the expected benefits of our combination with Webhelp, and statements that include words such as believe, expect, may, will, provide, could, and should, and other similar expressions. These forward-looking statements are inherently uncertain and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023 filed with the SEC and subsequent SEC filings. We do not undertake a duty to update forward-looking statements, which speak only as of the date on which they are made.

PROXY STATEMENT

OVERVIEW OF PROXY STATEMENT AND 2024 ANNUAL MEETING

The following summary highlights information contained elsewhere in this Proxy Statement to assist you in reviewing the matters to be considered at the Concentrix Corporation 2024 Annual Meeting of Stockholders. In this Proxy Statement, “we,” the “Company,” and “Concentrix” refer to Concentrix Corporation. The summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement, as well as our Annual Report on Form 10-K for the year ended November 30, 2023, before voting. This Proxy Statement and a proxy card are first being sent to stockholders on or about February 8, 2024.


Attending the Annual Meeting
Date and Time:			Record Date:
Thursday, March 21, 2024			January 26, 2024
10:00 a.m. Eastern Daylight Time

Virtual Meeting Platform: www.virtualshareholdermeeting.com/CNXC2024


Voting at the Annual Meeting
Telephone:	Online:	Mail:	At the Meeting:
(800) 690-6903	www.proxyvote.com	Return proxy card	Through the virtual
24 hours a day	24 hours a day	in the postage-paid	meeting platform
7 days a week	7 days a week	envelope provided


			2024 Proxy Statement 1


Concentrix at a Glance

We are a leading global provider of CX solutions and technology that help iconic and disruptive brands drive deep understanding, full lifecycle engagement, and differentiated experiences for their end-customers around the world.


2023 Snapshot

Webhelp Combination

On September 25, 2023, we completed our combination with the Webhelp business, a leading provider of CX solutions. This transformational combination was a milestone moment for the company and directly aligned with our long-term strategic goals, bringing together two recognized market leaders with complementary cultures, footprint, capabilities, and vision for growth across more than 70 countries.

Fiscal 2023 Financial Highlights


	Fiscal Year Ended
	November 30, 2023			November 30, 2022			Change
Revenue ($ millions)	$	7,114.7		$	6,324.5		12.5	%
Operating income ($ millions)	$	661.3		$	640.2		3.3	%
Non-GAAP operating income ($ millions) (1)	$	1,010.0		$	884.1		14.2	%
Operating margin	9.3		%	10.1		%	-80 bps
Non-GAAP operating margin (1)	14.2		%	14.0		%	20 bps
Net income ($ millions)	$	313.8		$	435.0		(27.9)	%
Non-GAAP net income ($ millions)	$	630.7		$	588.0		7.3	%
Adjusted EBITDA ($ millions) (1)	$	1,181.8		$	1,031.0		14.6	%
Adjusted EBITDA margin (1)	16.6		%	16.3		%	30 bps
(1) See page 37 of our Annual Report on Form 10-K for the fiscal year ended November 30, 2023 for reconciliations of each non-GAAP measure to its most directly comparable GAAP measure.


			2024 Proxy Statement 2

•Revenue Growth. Our 2023 revenue was $7,114.7 million, a 12.5% increase on an as-reported basis, including an approximate 9% contribution from Webhelp. We achieved year-over-year revenue increases in each of our strategic industry verticals.

•Profitability. On a non-GAAP basis, our operating income increased 14.2% year-over-year, and our adjusted EBITDA margin was up 30 basis points to 16.6%.

•Capital return. In fiscal 2023, we repurchased $81 million in shares and paid $64 million in dividends, increasing the quarterly dividend to $0.3025 per share in the fourth quarter. At year-end, the remaining authorization on our share repurchase program was approximately $290 million.

Awards and Recognition Highlights

•We received 131 industry awards and 53 client awards in fiscal 2023.

•Our 2023 global industry awards include the Brandon Hall Human Capital Management Excellence Award for Best Advance in Leading Diversity Equity and Inclusion Initiatives, Comparably’s award for Best Company Global Culture, and SEAL’s Business Sustainability Environmental Initiatives award.

ESG Highlights

•The Science Based Targets initiative (“SBTi”) validated our commitment to reduce absolute scope 1 and 2 greenhouse gas (“GHG”) emissions 50% by 2030 from a 2019 base year and to reduce absolute scope 3 GHG emissions from purchased goods and services, capital goods, fuel and energy related activities, and employee commuting by 50% within the same timeframe.

•We have planted more than 500,000 trees through our partnership with One Tree Planted, and we have initiated seven tiny forests.

•We engaged our game-changers around the globe with our Carbon Challenge and Green Build Challenge.

Additional information about our combination with Webhelp and our fiscal year 2023 performance is set forth in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2024.

We publish an annual Sustainability Report that is available on our website, which outlines our long-term ESG goals, how these commitments align with the Sustainable Development Goals established by the United Nations, and updates stakeholders on our progress toward these goals.


			2024 Proxy Statement 3


Annual Meeting Agenda
Proposal 1:	Proposal 2:	Proposal 3:
Election of Directors (see page 21)	Ratification of Appointment of KPMG LLP	Advisory Vote on Executive Compensation

The following table provides summary information about our ten director nominees, each of whom currently serves on our Board of Directors. Concentrix is committed to diversity and inclusion across our organization and believes this starts with our highly skilled and diverse Board. Half of the ten director nominees are women, and 20 percent identify as ethnically diverse. Our Board of Directors recommends that you vote FOR each of the director nominees.

Name and Principal Occupation

Age

Director Since

Independent

Current Committees

Chris Caldwell

President and CEO, Concentrix Corporation

2020

Executive

Teh-Chien Chou

President, Harbinger Venture Management Co., Ltd.

2020

Yes

Audit (Chair), Executive,
Nominating and Governance

LaVerne H. Council

Chief Executive Officer, Emerald One, LLC

2020

Yes

Audit, Compensation

Jennifer Deason

Chief Executive Officer, Home Partners of America

2020

Yes

Audit, Nominating and Governance

Olivier Duha

Former Chief Executive Officer, Webhelp

2023

Executive

Nicolas Gheysens

Executive, Groupe Bruxelles Lambert SA

2023

Executive

Kathryn Hayley

Chief Executive Officer, Rosewood Advisory Services, LLC

2020

Yes

Compensation (Chair), Executive, Nominating and Governance

Kathryn Marinello

Chief Executive Officer, PODS

2020

Yes

Executive (Chair)

Dennis Polk

Hyve Solutions Executive,

TD SYNNEX Corporation

2020

None

Ann Vezina

Chair of the Board, TD SYNNEX Corporation

2020

Yes

Compensation, Executive, Nominating and Governance (Chair)


			2024 Proxy Statement 4


Diverse Board Composition
% Women	% Ethnically Diverse	Age


Proposal 1:	Proposal 2:	Proposal 3:
Election of Directors	Ratification of Appointment of KPMG LLP (see page 26)	Advisory Vote on Executive Compensation

KPMG LLP has been our independent registered public accounting firm since 2019. Our Board of Directors recommends that you vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.


Proposal 1:	Proposal 2:	Proposal 3:
Election of Directors	Ratification of Appointment of KPMG LLP	Advisory Vote on Executive Compensation (see page 27)

Consistent with SEC regulations, we are holding a non-binding advisory vote on executive compensation, commonly known as “say-on-pay,” to provide our stockholders with an opportunity to express their views on our named executive officers’ compensation.

Our executive compensation program is designed to support our culture, to attract, retain, and motivate executives who can contribute to our future success as a global organization, and to reinforce the achievement of strategic financial metrics aligned with long-term sustainable profitability and growth. The program emphasizes pay-for-performance, with a significant portion of executive compensation at risk and subject to the achievement of performance metrics that are aligned to our strategy and long-term stockholder value. This includes the performance-based equity incentive program that we implemented in fiscal year 2022 in which one-half of our executive officers’ long-term compensation is comprised of performance-based restricted stock units. See “Compensation Discussion and Analysis” in this Proxy Statement for a discussion of our executive compensation program and the compensation earned by our executive officers in fiscal year 2023.


			2024 Proxy Statement 5

Our executive compensation program and compensation philosophy is also supported by policies and practices that reflect our commitment to do right by and for people, including the following:

What We Do

What We Do Not Do

☑

Balance cash and equity compensation with a strong emphasis on pay-for-performance and at-risk compensation

☒

No guaranteed minimum payouts or uncapped incentive award opportunities

☑

Enhance retention and alignment with long-term stockholder value through multi-year performance periods and vesting cycles

☒

No excessive perquisites or personal benefits for executive officers

☑

Provide incentive award opportunities based on metrics that promote long-term stockholder value

☒

No easily achievable target performance goals

☑

Require executive officers and directors to own and retain shares of Common Stock that have significant value to strengthen alignment with stockholder interests

☒

No hedging transactions, short sales, or other derivative transactions in our Common Stock by our directors, officers and staff

☑

Assess the competitiveness of our executive compensation program by comparison to a group of peer companies

☒

No single-trigger change of control benefits or special retirement plans for executive officers

☑

Maintain a robust clawback policy that provides for the recoupment of incentive compensation in compliance with applicable law

☒

No tax gross-up payments for executive officers for a change of control

Our Board of Directors recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.


			2024 Proxy Statement 6


(			Vote your shares of Common Stock by proxy by calling (800) 690-6903, 24 hours a day, seven days a week until 11:59 p.m. Eastern Daylight Time on March 20, 2024. Please have your proxy card on hand when you call. The telephone voting system has easy-to-follow instructions and provides confirmation that the system has properly recorded your vote.
			OR
8			Vote your shares of Common Stock by proxy by visiting the website www.proxyvote.com, 24 hours a day, seven days a week until 11:59 p.m. Eastern Daylight Time on March 20, 2024. Please have your proxy card on hand when you access the website. The website has easy-to-follow instructions and provides confirmation that the system has properly recorded your vote.
			OR
+			If you have requested or received paper copies of our proxy materials by mail, vote your shares of Common Stock by proxy by signing, dating, and returning the proxy card prior to the Annual Meeting in the postage-paid envelope provided. If you vote by telephone or over the Internet, you do not need to return your proxy card by mail.
			OR
I			Vote your shares of Common Stock by attending the Annual Meeting virtually and submitting your vote through the virtual meeting platform at www.virtualshareholdermeeting.com/CNXC2024.


			Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote by proxy on the Internet, by toll-free telephone call or, if you have requested a paper copy of our proxy materials, by signing, dating, and returning the proxy card.


Board Diversity Matrix (as of February 8, 2024)
Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	5	5	0	0
Part II: Demographic Background
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	4	4	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0


			AUDIT COMMITTEE
			Current Members: Chou (Chair), Council, Deason; Audit Committee Financial Experts: Chou, Deason
			Eight Meetings in 2023
			The Audit Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control, and legal compliance functions. The Audit Committee reviews our financial statements and the periodic filings we make with the SEC. The Audit Committee oversees the audit work of our independent registered public accounting firm by approving the services performed by our independent registered public accounting firm, evaluating the independence of the accounting firm, and reviewing the accounting firm’s reports regarding our accounting practices and internal controls. The Audit Committee also has oversight responsibility for our risk assessment and management activities, including with respect to information technology, cybersecurity, and privacy. Management reports to the Audit Committee on the status of the Company’s key cybersecurity controls and audits on a quarterly basis. The Audit Committee is comprised solely of independent directors. Each of the current members of the Audit Committee is financially literate, and Mr. Chou and Ms. Deason have been determined by the Board to be audit committee financial experts. No current member of the Audit Committee serves on the Audit Committee of more than three public companies.


			COMPENSATION COMMITTEE
			Current Members: Hayley (Chair), Council, Vezina
			Seven Meetings in 2023
			The Compensation Committee oversees our overall compensation strategy and policies and approves the compensation provided to our executive officers, including the structure, metrics, and goals for annual and long-term incentive plans, and the compensation provided to our non-employee directors. The Compensation Committee also reviews, administers, and approves equity-based compensation for our staff and our non-employee directors and administers our equity incentive plan and employee stock purchase plan. The Compensation Committee is responsible for overseeing human capital and compensation risks, including evaluating and assessing risks arising from our compensation policies and practices for all employees and ensuring executive compensation is aligned with performance.


			NOMINATING AND GOVERNANCE COMMITTEE
			Current Members: Vezina (Chair), Chou, Deason, Hayley
			Four Meetings in 2023
			The Nominating and Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size, director qualifications, and composition of the Board, and for overseeing our Corporate Governance Guidelines and making recommendations to the Board concerning corporate governance matters. In addition, the Nominating and Governance Committee is responsible for considering director nominations by stockholders. The Nominating and Governance Committee oversees risks related to our overall corporate governance, including Board and committee composition, the size and structure of the Board, director independence, and our corporate governance profile and ratings. The Nominating and Governance Committee also is actively engaged in overseeing risks associated with succession planning for the Board.


			EXECUTIVE COMMITTEE
			Current Members: Marinello (Chair), Caldwell, Chou, Duha, Gheysens, Hayley, Vezina
			No Meetings in 2023
			The Executive Committee is comprised of our Board Chair, our CEO, the Chairs of the Audit, Compensation, and Nominating and Governance Committees, and such other members of the Board as are appointed by the Board. The Executive Committee is responsible for performing the functions of the Board between regularly scheduled meetings if there is a critical need for prompt action and it is not practical to arrange a meeting of the full Board. We do not expect the Executive Committee to meet or take action regularly.


	Annual Member Retainer	Additional Chair Retainer
Board	$85,000	$150,000
Audit Committee	$15,000	$15,000
Compensation Committee	$12,500	$12,500
Nominating and Governance Committee	$10,000	$10,000
Executive Committee	$—	$—
Annual equity grant	$175,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	All Other Compensation(2) ($)	Total ($)
Teh-Chien Chou	$123,451	$174,920	$1,470	$299,841
LaVerne H. Council	$108,628	$174,920	$1,470	$285,018
Jennifer Deason	$106,902	$174,920	$1,470	$283,292
Olivier Duha(3)	$15,599	$86,708	$355	$102,662
Nicolas Gheysens(3)(4)	$15,599	$86,708	$355	$102,662
Kathryn Hayley	$120,000	$174,920	$1,470	$296,390
Kathryn Marinello	$239,647	$174,920	$1,470	$416,037
Dennis Polk	$89,647	$174,920	$1,470	$266,037
Ann Vezina	$118,274	$174,920	$1,470	$294,664

SEC Form DEF 14A filed by Concentrix Corporation