DEF 14A of IBEX Ltd, Oct 30, 2023

DEF 14A of IBEX Ltd

Filed Oct 30, 2023 · FY20230001720420-23-000021

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Bye-laws provide that our Board of Directors (the “Board”) shall consist of no less than one and no more than ten directors, with such number to be determined at each annual general meeting. The size of our Board is currently set at eight directors. Our Board currently consists of the following directors:

  2. Board of Directors

    | Mohammed Khaishgi Daniella Ballou-Aares Fiona Beck Robert Dechant | John Jones Shuja Keen Gerard Kleisterlee John Leone |

  3. Board of Directors

    Our directors generally hold office for such terms as our shareholders may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. Mses. Ballou-Aares and Beck and Messrs. Dechant, Jones, and Kleisterlee have been appointed to our Board by The Resource Group International Limited (“TRGI”) pursuant to our Bye-laws and as described further below. These directors are not required to be re-elected at each annual general meeting of the Company, but shall continue in office until removed by TRGI, as the appointing shareholder.

  4. PROPOSAL TWO — ELECTION OF DIRECTORS

    PROPOSAL TWO — ELECTION OF DIRECTORS Based on the recommendation of the Nominating and Governance Committee, the Board nominated three directors for election at the Company’s Annual Meeting to hold office until the next annual general meeting of our shareholders or until their successors have been elected and qualified. Each of the nominees has consented to serve as a director, if elected, and all of the nominees are currently directors last elected by shareholders at the annual general meeting of shareholders held on March 21, 2023. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve.

  5. Director Nominees

    Director Nominees For each of the three director nominees standing for election, the following describes certain biographical information and the specific experience, qualifications, attributes, or skills that qualify them to serve as our directors and, as applicable, the Board committees on which they serve.

  6. Director Nominees

    | Shuja Keen | Age: 47 | Other Public Company Boards: None | Director Since: March 2018 | | Committees | Compensation Nominating and Governance | | | | Background | | | | | Mr. Keen joined TRGI, an investment holding company and our largest shareholder, in 2002 and currently serves as a Managing Director. His primary responsibility is to help the firm drive value by improving the operational effectiveness of TRGI’s portfolio companies, and leading fundraising, growth, and liquidity initiatives. Mr. Keen is a Founding Partner of Mentors Fund, a seed-stage venture fund focused on Artificial Intelligence and emerging technologies. Mr. Keen has also served as a Director at Ibex Global Solutions, Inc., a business process outsourcing provider and Company subsidiary, since 2009, a Director at TRG Marketing Solutions Limited, a brand development company and Company subsidiary, since 2009, and a Director at Alert Communications, LLC, a legal only call center, since 2009. Mr. Keen also served as a Director of Greentree Holdings Limited, a special purpose vehicle and subsidiary of TRGI, from 2021 to 2022. Mr. Keen was selected to serve on our Board due to his executive leadership experience, global mindset and his deep understanding of capital markets. | | | | | Education | Mr. Keen graduated with a S.B. degree from the Sloan School of Management at the Massachusetts Institute of Technology with concentrations in finance, information technology, and operations research and a minor in economics. | | |

  7. Director Nominees

    | Mohammed Khaishgi Chairman | Age: 56 | Other Public Company Boards: TRG Pakistan Limited | Director Since: September 2017 | | Committees | Compensation (Chair) Nominating and Governance (Chair) | | | | Background | | | | | Mr. Khaishgi is a founding partner, CEO, and director of TRGI, an investment holding company and our largest shareholder. Prior to being appointed CEO in 2021, Mr. Khaishgi served as TRGI’s Chief Operating Officer, having served in that position since TRGI’s inception in 2002. At TRGI, Mr. Khaishgi is responsible for overseeing TRGI’s day-to-day operations, including management and oversight of its portfolio of direct holdings. Mr. Khaishgi served as the Company’s CEO from September 2017 to June 2019. He also serves as a Director and COO of TRG Holdings, LLC, an investment holding company and wholly-owned indirect subsidiary of TRGI, since 2004, a Director of BPO Solutions, Inc., a outsourcing company and wholly-owned indirect subsidiary of TRGI, since 2010, and a Director of Bluecourt Management LLC, an investment company and a partnership among TRGI and TRGI management, since 2019. Prior to joining TRGI, Mr. Khaishgi was a Senior Director at Align Technology from 2000 to 2002, where he managed Align’s offshore delivery center and back-office services operations. From 1995 to 2000, Mr. Khaishgi was a Senior Investment Officer at the World Bank’s International Finance Corporation (the “IFC”) where he was responsible for the IFC’s portfolio of investments in the Asian telecommunications and technology sectors. Mr. Khaishgi also serves on the board of directors of Afiniti Ltd. Mr. Khaishgi was selected to serve on our Board due to his executive leadership experience, global operations experience, and deep understanding of the industry, our business and our history. | | | | | Education | Mr. Khaishgi received his undergraduate degree in electrical engineering from the University of Engineering and Technology in Lahore, Pakistan, an additional B.A. degree in philosophy, politics and economics from the University of Oxford where he was a Rhodes Scholar, and a M.B.A. degree from Harvard Business School. | | |

  8. Director Nominees

    | John Leone | Age: 50 | Other Public Company Boards: TRG Pakistan Limited Ulusal Faktoring AS | Director Since: March 2018 | | Committees | Audit (Chair) | | | | Background | | | | | Mr. Leone founded ForeVest Capital Partners, an investment firm, in 2016 and has since served as a Managing Partner. He has also served as Managing Partner of Fairview Capital Group, an independent advisor on GP-led secondary solutions, since 2019. Prior to founding ForeVest Capital Partners, Mr. Leone served at PineBridge Investments and its predecessor, AIG Investments, from 2004 to September 2016. Mr. Leone is also a director at TRGI. Mr. Leone was selected to serve on our Board due to his executive management experience, financial and legal expertise and qualifications as an audit committee financial expert. | | | | | Education | Mr. Leone holds a J.D. from The George Washington University School of Law and a B.A. from Binghamton University. | | |

  9. Director Nominees

    Our Board recommends a vote “FOR” the election of each nominee.

  10. Directors Not Standing for Election

    Directors Not Standing for Election For each of the five current directors not standing for election, the following describes certain biographical information and the specific experience, qualifications, attributes, or skills that qualify them to serve as our directors, based on their appointment to our Board by TRGI, and, as applicable, the Board committees on which they serve.

  11. Directors Not Standing for Election

    | Daniella Ballou-Aares | Age: 48 | Other Public Company Boards: None | Director Since: March 2018 | | Committees | Audit | | | | Background | | | | | Ms. Ballou-Aares has served as CEO of the Leadership Now Project, a membership organization of business and thought leaders committed to renewing democracy, since 2019. She spent more than a decade (from 2003 to 2012 and 2017 to 2019), as a partner at Dalberg Advisors, a global strategic advisory firm that combines the best of private sector strategy skills, rigorous analytical capabilities and networks in emerging and frontier markets to fuel inclusive growth. She joined Dalberg’s founding team in 2004 and served in a variety of capacities within the firm, including as the first Regional Director for the Americas. Ms. Ballou-Aares served in the Obama administration from 2012 to 2017 as the Senior Advisor for Development to the U.S. Secretary of State, leading efforts to boost private investment in newly emerging markets. Before Dalberg, she was a management consultant at Bain & Company in the U.S., U.K. and South Africa. | | | | | Education | Ms. Ballou-Aares holds an M.B.A. from Harvard Business School, an M.P.A. from Harvard’s Kennedy School of Government and a B.S. in operations research and industrial engineering from Cornell University. | | |

  12. Directors Not Standing for Election

    | Fiona Beck | Age: 58 | Other Public Company Boards: •Ocean Wilsons Holding Ltd. •Oakley Capital Investments Ltd. •Atlas Arteria International Ltd. | Director Since: July 2020 | | Committees | None | | | | Background | | | | | Ms. Beck has held senior executive and director positions in large infrastructure companies focused on the telecommunications and technology sectors, including as the President and CEO of Southern Cross Cable Limited, a submarine fiberoptic cable company, for 13 years (from 2001 to 2014). In addition to her public company directorships, she also served as a director of the Bermuda Business Development Agency for a six-year term from 2017 to 2023, focusing on the technology and financial technology sectors. Ms. Beck previously served as a director of Twilio IP Holding Ltd (a subsidiary of Twilio Inc., NYSE: TWLO), a cloud-based communications platform, until February 2021. Ms. Beck is a chartered accountant. | | | | | Education | Ms. Beck holds a Bachelor of Management (Hons.) degree in finance and accounting from University of Waikato, New Zealand. | | |

  13. Directors Not Standing for Election

    | Robert Dechant CEO | Age: 61 | Other Public Company Boards: None | Director Since: January 2021 | | Committees | None | | | | Background | | | | | Mr. Dechant has served as our CEO since July 2019. From September 2017 to July 2019, Mr. Dechant served as CEO of IBEX Interactive, which included all operations of Ibex, including Ibex Global Solutions, Ibex Digital and Ibex CX. From 2015 until 2017, Mr. Dechant served as CEO of Ibex Global Solutions. From 2012 until 2015, Mr. Dechant served as the Chief Sales, Marketing and Client Services Officer at Qualfon, Inc., a global provider of call center, back office, and business process outsourcing services. Prior to that, Mr. Dechant was the Chief Marketing and Operations Officer at Stream Global Services, a large multinational business process outsourcing provider which merged with Convergys in 2014. | | | | | Education | Mr. Dechant holds a B.S. degree from Fairfield University. | | |

  14. Directors Not Standing for Election

    | John Jones | Age: 68 | Other Public Company Boards: None | Director Since: March 2018 | | Committees | Compensation | | | | Background | | | | | Mr. Jones has served as a consultant to TRG Holdings, LLC, a wholly-owned indirect subsidiary of TRGI since 2017. He previously served Expert Global Solutions, Inc. as Chief Client Officer from 2015 until 2016 and Chief Operating Officer from 2011 until 2016, when the company was sold to Alorica. Prior to joining Expert Global Solutions, Inc. in 2011, Mr. Jones served JPMorgan Chase for 25 years in various leadership roles, including more than 10 years as the Director of Offshoring and Outsourcing. | | | | | Education | Mr. Jones holds a B.S. degree in business management from the University of Phoenix. | | |

  15. Directors Not Standing for Election

    | Gerard Kleisterlee | Age: 77 | Other Public Company Boards: None | Director Since: January 2021 | | Committees | Audit | | | | Background | | | | | Mr. Kleisterlee has served as a non-executive director for Envision-AESC, a privately owned Japanese EV battery manufacturer, since March 2023. He previously served as the Chairman of the Dutch multinational company, ASML, one of the world's leading manufacturers of chip-making equipment, from 2015 through April 2023. He was also Chairman of Vodafone Group plc from 2011 through 2020 and a Non-Executive Director and Vice Chairman of Royal Dutch Shell plc from 2010 through 2020. He was a member of the supervisory board of Daimler AG from 2009 until 2014, and a member of the board of directors of Dell Inc. from 2010 through 2013. Mr. Kleisterlee was also President and CEO of Royal Philips Electronics from 2001 to 2011. During his ten years as at Royal Philips Electronics, Mr. Kleisterlee was a member and Vice Chairman of the European Round Table of Industrialists and Chairman of the supervisory board of the Eindhoven Technical University, and he served in two successive Dutch Innovation Councils chaired by the prime minister. In 2006, he was named European Businessman of the Year by Fortune Magazine. | | | | | Education | Mr. Kleisterlee has an Engineering (MSc) degree from Eindhoven Technical University and an honorary doctorate from Leuven Catholic University. | | |

  16. Director Compensation

    Director Compensation The Board has approved the non-employee director compensation program described below. Cash Compensation. Each of the non-employee directors is eligible to receive a $75,000 annual cash retainer for their Board and committee service. The cash retainers are payable quarterly in arrears. In addition, the Company will reimburse non-employee directors for reasonable travel expenses incurred by them in connection with attendance at Board and committee meetings, in accordance with the Company’s expense reimbursement policy as in effect from time to time. Equity Compensation. Non-employee directors do not receive an annual equity grant as a component of their regular compensation package for director services. On December 8, 2020, the Board approved awards of restricted shares of Ibex common stock to Fiona Beck and Gerard Kleisterlee, each of whom had recently joined the Board. These restricted share awards were subject to vesting over two years, subject to continued service with Ibex. These grants were discretionary, and Ibex does not maintain a formal policy providing for initial equity grants to newly appointed Board members. Indemnification Agreements. We have entered into indemnification agreements with our officers and directors. The indemnification agreements and our amended and restated bylaws require us to indemnify these individuals to the fullest extent permitted by Bermuda law.

  17. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table

  18. 2023 Non-Employee Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Mohammed Khaishgi (3) | 75,000 | – | – | 75,000 | | Daniella Ballou-Aares | 93,750 | – | – | 93,750 | | Fiona Beck | 93,750 | – | – | 93,750 | | John Jones | 93,750 | – | – | 93,750 | | John Leone | 93,750 | – | – | 93,750 | | Shuja Keen (3) | 75,000 | – | – | 75,000 | | Gerald Kleisterlee | 93,750 | – | – | 93,750 |

  19. 2023 Non-Employee Director Compensation Table

    1.Robert Dechant is also a member of Ibex’s Board of Directors but does not receive any additional compensation for his Board service, and accordingly, he is not included in this table. 2.A late payment in respect of the fiscal 2022 annual retainer was made to each of the non-employee directors, other than Messrs. Khaishgi and Keen, in December 2022. 3.The director fees for Messrs. Khaishgi and Keen are paid by the Company to TRGI in accordance with the terms of their respective director agreements. PROPOSAL THREE — APPOINTMENT OF THE COMPANY'S AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITOR AND INDEPENDENT PUBLIC ACCOUNTING FIRM In accordance with Section 89 of the Companies Act, our shareholders have the authority to appoint our auditors and independent registered public accounting firm and to authorize the Audit Committee, acting on behalf of the Board, to fix the remuneration of such firm. At the Annual Meeting, shareholders will be asked to appoint Deloitte & Touche LLP (“Deloitte”) as our auditor and independent registered public accounting firm and authorize the Audit Committee to fix the remuneration of Deloitte for the fiscal year ended June 30, 2024. Deloitte has served as the Company’s auditor and independent registered public accounting firm since October 28, 2021. Representatives of Deloitte are not expected to be physically present at the Annual Meeting. However, they will be available online during the Annual Meeting and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions from shareholders. We are asking shareholders to ratify the Audit Committee’s selection of Deloitte as our auditor and independent registered public accounting firm and authorize the Audit Committee to fix the remuneration of Deloitte for the fiscal year ending June 30, 2024. In the event that shareholders do not re-appoint Deloitte at the Annual Meeting, Deloitte shall hold office until a successor is appointed in accordance with Bermuda law and the Bye-laws.

  20. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended June 30, 2022 and June 30, 2023.

  21. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Robert Dechant | 2023 | 600,000 | – | – | 398,876 | 16,570 | 1,015,446 | | Chief Executive Officer | 2022 | 562,500 | – | 2,028,195 | 484,533 | 12,500 | 3,087,728 | | David Afdahl | 2023 | 400,000 | – | – | 356,605 | 11,818 | 768,423 | | Chief Operating Officer | 2022 | 387,501 | – | 1,786,046 | 263,746 | 8,249 | 2,445,542 | | Julie Casteel | 2023 | 350,000 | 100 | – | 311,585 | – | 661,685 | | Chief Marketing Officer and Chief Strategic Accounts Officer | 2022 | 337,500 | – | 1,581,211 | 389,983 | – | 2,308,694 |

  22. 2023 Summary Compensation Table

    1.Amounts reflect the base salary in effect for and actually paid to the NEOs in the years shown. 2.Ms. Casteel received a $100 bonus in respect of her twelve-year employment anniversary. 3.Amounts reflect the aggregate grant date fair value of performance-based restricted stock unit awards granted to the NEOs in the years shown, computed in accordance with FASB ASC Topic 718 and based on the closing price of our common stock on the date of grant. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests. 4.Amounts reflect annual cash bonuses earned by the NEOs for the years shown, plus for Ms. Casteel only, sales commissions earned during a portion of fiscal year 2022. Beginning in October 2021, Ms. Casteel was no longer commission-eligible and participated only in the Company’s annual bonus plan. Under the annual bonus plan, the NEOs were each eligible to receive bonuses determined as a percentage of their respective base salaries based on the achievement of pre-established financial and operational metrics. 5.Amounts reflect, for Messrs. Dechant and Afdahl, company contributions to their respective accounts under the Company’s 401(k) plan.

  23. Outstanding Equity Awards at 2023 Fiscal-Year End Table

    Outstanding Equity Awards at 2023 Fiscal-Year End Table The following table sets forth information regarding equity awards held by our named executive officers as of June 30, 2023.

  24. Outstanding Equity Awards at 2023 Fiscal-Year End Table

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested (#) | | Robert Dechant | 06/30/2020(1) | 50,000 | 0 | 12.75 | 06/30/2030 | | | | | | | 08/07/2020(2) | 45,027 | 0 | 19 | 08/07/2030 | | | | | | | 12/14/2020(3) | 0 | 20,000 | 19.75 | 12/14/2030 | | | | | | | 12/28/2018(4) | | | | | 1,900 | 40,337(6) | | | | | 04/20/2022(5) | | | | | | | 124,582 | 2,644,876(6) | | David Afdahl | 06/30/2020(1) | 17,500 | 0 | 12.75 | 06/30/2030 | | | | | | | 08/07/2020(2) | 10,819 | 0 | 19 | 08/07/2030 | | | | | | | 04/20/2022(5) | | | | | | | 109,708 | 2,329,100(6) | | Julie Casteel | 06/30/2020(1) | 10,000 | 0 | 12.75 | 06/30/2030 | | | | | | | 08/07/2020(2) | 6,574 | 0 | 19 | 08/07/2030 | | | | | | | 04/20/2022(5) | | | | | | | 97,126 | 2,061,985(6) |

  25. Outstanding Equity Awards at 2023 Fiscal-Year End Table

    1.These options became vested as to 25% of the options on the grant date with the remaining 75% vesting in equal monthly installments over the following three-year period, subject to the named executive officer’s continued employment through each applicable vesting date. As of June 30, 2023, these options are fully vested. 2.These options became vested as to 50% of the options on the grant date with the remaining 50% vesting in equal monthly installments over the following two-year period, subject to the named executive officer’s continued employment through each applicable vesting date. As of June 30, 2023, these options are fully vested. 3.These options will vest in full immediately following the first such time as the Company common shares, publicly traded on Nasdaq, maintain an average closing price of $30.00 over a thirty-day period. 4.This restricted stock award was granted on December 31, 2018 and vests as described in the narrative above. 5.This performance-based restricted stock unit award was granted on April 20, 2022 and vests as described in the narrative above. 6.Market value reflects the $21.23 closing price of the Company's stock on June 30, 2023.