CONCENTRIX CORP (CNXC)
Sector: Industrials
2026 Annual Meeting Analysis
CONCENTRIX CORP · Meeting: March 25, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
As CEO and director since December 2020, Caldwell's full tenure overlaps the severe underperformance period; CNXC's 3-year total return of -71.6% trails the company's own peer group median by 56.4 percentage points (threshold is 20pp), and the 5-year gap of -62.0pp also exceeds the threshold, so the 5-year mitigant does not apply.
Council has served since December 2020, giving her full overlap with the underperformance period; CNXC's 3-year return trails the peer group median by 56.4 percentage points well above the 20pp trigger, and the 5-year record is equally poor at -62.0pp below the peer median, so the longer-term mitigant does not rescue a FOR vote.
Deason has served since December 2020 with full tenure overlap; the stock's 3-year return of -71.6% is 56.4pp below the peer group median (threshold is 20pp), and the 5-year gap of -62.0pp confirms this is not a transient trough, so the 5-year mitigant does not apply.
Hayley has served since December 2020 with full tenure overlap; CNXC's 3-year return trails peers by 56.4pp (threshold is 20pp), and the 5-year record at -62.0pp below the peer median confirms sustained underperformance with no mitigant available.
Marinello has served as Board Chair since December 2020 with full tenure overlap; the 3-year peer underperformance gap of 56.4pp far exceeds the 20pp trigger, and the 5-year gap of -62.0pp means the 5-year mitigant does not soften the vote.
Polk has served since December 2020 with full tenure overlap; CNXC's 3-year total return of -71.6% trails the peer group median by 56.4pp (threshold is 20pp), and the 5-year gap of -62.0pp confirms persistent underperformance, so no mitigant applies.
Vezina has served since December 2020 with full tenure overlap; the 3-year peer underperformance gap of 56.4pp vastly exceeds the 20pp trigger, and the 5-year gap of -62.0pp shows the poor performance is not a recent development, leaving no basis to downgrade the vote to FOR.
For Analysis
Cheng is a new nominee with no prior board service at Concentrix, so the 24-month exemption for new directors applies and the TSR trigger cannot be assessed against him.
Ogut is a new nominee (GBL-designated replacement for Nicolas Gheysens) with no prior board service at Concentrix, so the 24-month new-director exemption applies and the TSR trigger cannot fire against her.
Seven of nine nominees have served since the company's December 2020 IPO and carry full accountability for CNXC's catastrophic stock performance: a 3-year total return of -71.6% that trails the company's own disclosed peer group median by 56.4 percentage points — nearly three times the 20pp trigger threshold — and a 5-year gap of -62.0pp that confirms the underperformance is sustained rather than transient. The two new nominees (Cheng and Ogut) are exempt under the 24-month new-director rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Chris Caldwell
Total Comp
$13,347,449
Prior Support
97.7%%
CNXC's stock has lost nearly 72% of its value over three years while shareholders in the company's own peer group earned a median positive return, yet the CEO received $13.3 million in total compensation and the SMIP paid out at 82.2% of target — meaning above-threshold bonuses were paid despite deeply negative absolute returns. The entire purpose of variable, performance-based pay is to make executive outcomes track shareholder outcomes; here, executives received above-benchmark incentive pay while shareholders experienced severe value destruction that was 56.4 percentage points worse than peers. The 2023 performance stock awards did vest at only 11.67% of target, which shows some pay-for-performance sensitivity in the long-term equity program, but the overall pay level and cash bonus payout are not sufficiently aligned with the shareholder experience to warrant support.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
1 yrs
Audit Fees
$3,797,370
Non-Audit Fees
$2,327,578
EY was only appointed in fiscal year 2025, so tenure is not a concern, but the non-audit fees paid to EY in fiscal 2025 — primarily for tax compliance, transfer pricing advisory, and tax restructuring services — total approximately $2.33 million against audit fees of $3.80 million, a ratio of about 61%, which exceeds the 50% threshold in our policy and raises concerns about auditor independence.
Overall Assessment
This is a ballot with significant governance concerns: seven long-tenured directors receive AGAINST votes due to CNXC's catastrophic 3-year total return of -71.6%, which trails the company's own peer group median by 56.4 percentage points with no 5-year mitigant available, and the Say on Pay vote also receives an AGAINST due to above-threshold cash bonuses paid to executives during a period of severe shareholder value destruction. The auditor ratification also receives an AGAINST because EY's non-audit fees in its first year of engagement represent approximately 61% of audit fees, exceeding the policy's 50% independence threshold.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing