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Get filing alertsConcentrix revises executive severance plan, adds non-change-of-control protection
Filed July 24, 2026 · Period ending July 23, 2026 · ~1 min read
Key Changes
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Board adopted amended severance plan replacing prior change-of-control formula (18-24 months salary continuation based on service) with 2x base salary plus target bonus for executives terminated without cause within change-of-control window.
Item 5.02 verify on EDGAR → -
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Plan now provides severance outside change-of-control scenarios: executives terminated without cause receive 1x base salary plus target bonus, a protection not previously offered.
Item 5.02 verify on EDGAR → -
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Added best-net Section 280G provision limiting change-of-control payments to avoid excise taxes only when executive would be better off after-tax with reduced amount.
Item 5.02 verify on EDGAR →
Summary
Concentrix's board amended its executive severance plan to align with market practice, making two substantive changes. First, the change-of-control severance formula was simplified from a tenure-based calculation (18-24 months of salary continuation) to a flat 2x base salary plus target bonus for executives terminated without cause or who resign due to adverse changes within the change-of-control window.
Second, the plan now covers ordinary-course terminations: executives let go without cause outside a change-of-control receive 1x base salary plus target bonus, protection the prior plan did not provide. For shareholders, the amendments represent a modest increase in potential severance obligations.
The new non-change-of-control provision creates liability where none existed before, though the 1x multiplier is standard. The change-of-control revision may increase or decrease cost depending on individual executive tenure under the old formula. The Section 280G best-net provision is a technical refinement with minimal economic impact. Overall, this is a governance update bringing executive protections in line with peer practice rather than a material shift in compensation philosophy or cost structure.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Amended Plan updates severance for an executive officer who is terminated for a reason other than cause, disability, or death within two months before or 12 months after a change of control (including a voluntary termination because of a reduction in salary or position or a relocation) from (x) salary continuation (based on the individual’s past three years’ compensation) for a period of 18 to 24 months based on years of service to (y) an amount equal to two times the sum of the executive officer’s base salary and target bonus, less applicable withholding.
The company replaced its prior change-of-control severance formula (18-24 months of salary continuation based on past three years' compensation and years of service) with a simpler formula: two times base salary plus target bonus. This applies when an executive is terminated without cause or voluntarily leaves due to salary reduction, position reduction, or relocation within two months before or 12 months after a change of control.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 27, 2026 · How we verify