DEF 14A of IBEX Ltd, Oct 28, 2024

DEF 14A of IBEX Ltd

Filed Oct 28, 2024 · FY20240001720420-24-000048

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 Patrick McGinnis |

  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. On October 24, 2024, Mr. John Leone announced his resignation from the Board, with effect from October 24, 2024. Also on October 24, 2024, Mr. Kleisterlee announced his retirement from the Board to be effective as of December 5, 2024. Mr. Leone's and Mr. Kleisterlee's decisions to resign from the Board were not related to any disagreements with the Company on any matter relating to its operations, policies, or practices. In accordance with our Bye-laws, the Board appointed Ms. Beck to fill Mr. Leone's vacancy as an elected director on October 24, 2024. The Resource Group International Limited ("TRGI") provided notice of (i) the appointment of Mr. Patrick McGinnis to the Board, effective as of October 24, 2024, to replace Ms. Beck as its appointed director and (ii) its appointment of Mr. Mingzhe (JJ) Zhuang to the Board to replace Mr. Kleisterlee upon his retirement, effective as of December 5, 2024, pursuant to our Bye-laws and as described below. Ms. Ballou-Aares, and Messrs. Dechant and Jones were previously appointed to our Board by TRGI. The TRGI appointed 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. Messrs. Keen and Khaishgi were elected by shareholders at the annual general meeting of shareholders held on December 6, 2023. Ms. Beck was appointed as an elected director by the Board on October 24, 2024. 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

    | Fiona Beck | Age: 59 | Other Public Company Boards: •Ocean Wilsons Holding Ltd. •Oakley Capital Investments Ltd. •Atlas Arteria International Ltd. | Director Since: July 2020 | | Committees | Audit (Chair) | | | | 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. Ms. Beck was selected to serve on our Board due to her executive leadership experience, global operations experience, her expertise in finance and technology, and her strong perspectives on governance and compliance related standards. | | | | | Education | Ms. Beck holds a Bachelor of Management (Hons.) degree in finance and accounting from University of Waikato, New Zealand. | | |

  7. Director Nominees

    | Shuja Keen | Age: 48 | Other Public Company Boards: None | Director Since: March 2018 | | Committees | Compensation Nominating and Governance | | | | Background | | | | | Mr. Keen is part of the founding team of TRGI, an investment holding company and our largest shareholder, and has served as a Managing Director since 2002. 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 operations experience, expertise in artificial intelligence, and his deep understanding of both the CX industry and capital markets. | | | | | Education | Mr. Keen graduated with an 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. | | |

  8. Director Nominees

    | Mohammed Khaishgi Chairman | Age: 57 | 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., an 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. | | |

  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 or anticipated 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: 49 | 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 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

    | Robert Dechant CEO | Age: 62 | 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 Sales & Marketing 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. | | |

  13. Directors Not Standing for Election

    | John Jones | Age: 69 | 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. | | |

  14. Directors Not Standing for Election

    | Patrick McGinnis | Age: 48 | Other Public Company Boards: None | Director Since: October 2024 | | Committees | None | | | | Background | | | | | Mr. McGinnis has served as a director of TRGI since 2005, and previously served as a director for TRG Pakistan Limited from 2005 to 2022. Since 2010, he has also served as Managing Partner of Dirigo Advisors, LLC, an advisory firm for early-stage and growth stage businesses, including advisory services for the World Bank and the International Finance Corporation on private equity, venture capital and impact investing across emerging markets. Mr. McGinnis is the Co-Founder of The xQuotient, an executive leadership advisory company with a focus on asset managers and the companies in which they invest, founded in 2023. Since 2019, Mr. McGinnis has been a venture partner and served as member of the Investment Committee of the Salkantay Exponential Fund for Salkantay Ventures, Peru's first venture capital fund. Mr. McGinnis is the creator and host of the podcast FOMO Sapiens, since 2018, a podcast about decision-making focused on how entrepreneurial thinkers in business make critical decisions. Mr. McGinnis also serves on the Regional Council of the Leadership Now Project. Mr. McGinnis has more than 25 years of experience in emerging markets, private equity, and venture capital, with prior roles at Chase Capital Partners, JPMorgan Partners, AIG Capital Partners and PineBridge Investments. | | | | | Education | Mr. McGinnis holds a B.S. in Foreign Service, with a concentration in International Economics, and a Latin American Studies Certificate from Georgetown University, Walsh School of Foreign Service and an M.B.A. from the Harvard Business School. | | |

  15. Directors Not Standing for Election

    | Mingzhe (JJ) Zhuang | Age: 55 | Other Public Company Boards: None | Director Beginning: December 5, 2024 | | Committees | None | | | | Background | | | | | Mr. Zhuang served Instacart, a technology company in grocery delivery, from 2018 to 2024, as VP of Engineering, Fulfillment from 2018-2022, VP of Engineering, Infrastructure, during 2022, and most recently as their Chief Architect from 2022 to 2024. From 2015 to 2018, Mr. Zhuang served Microsoft as a Partner Architect and then Distinguished Engineer, joining Microsoft via their acquisition of Acompli, a technology company co-founded by Mr. Zhuang, that developed what is now the Outlook mobile application. Mr. Zhuang also served as the Chief Technology Officer for Acompli from 2013 to 2014. | | | | | Education | Mr. Zhuang holds a B.S. degree from Shanghai Jiao Tong University and has more than 20 years of tech industry experience, with a deep technical background in cloud computing and Artificial Intelligence. | | |

  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 monthly. 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. The Company has awarded discretionary grants in the past to new directors, however, the Company 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. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table

  18. 2024 Non-Employee Director Compensation Table

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

  19. 2024 Non-Employee Director Compensation Table

    1.Robert Dechant is also a member of the Company'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.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. 3.The director fees for Mr. Leone are paid by the Company to Pinebridge Global Emerging Markets Partners II, L.P. in accordance with the terms of his director agreement. 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, 2025. 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, 2025. 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. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our NEOs for the fiscal year ended June 30, 2024 and 2023, as applicable.

  21. 2024 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 | 2024 | 600,000 | 195,177 | – | 231,202 | 13,800 | 1,040,179 | | Chief Executive Officer | 2023 | 600,000 | – | – | 550,767 | 16,570 | 1,167,337 | | David Afdahl | 2024 | 400,000 | 130,518 | – | 154,135 | 9,341 | 693,994 | | Chief Operating Officer | 2023 | 400,000 | – | – | 367,178 | 11,818 | 778,996 | | Julie Casteel | 2024 | 350,000 | 114,303 | – | 134,868 | – | 599,171 | | Chief Marketing and | 2023 | 350,000 | 100 | – | 321,281 | – | 671,381 | | Strategic Accounts | | | | | | | | | Officer | | | | | | | | | Bruce Dawson | 2024 | 350,000 | 114,203 | – | 134,686 | 11,457 | 610,346 | | Chief Sales and Client | | | | | | | | | Services Officer | | | | | | | | | Taylor Greenwald | 2024 | 359,712 | – | 856,300 | 72,251 | – | 1,288,263 | | Chief Financial Officer | | | | | | | |

  22. 2024 Summary Compensation Table

    1.Amounts reflect the base salary in effect for and actually paid to the NEOs in the years shown. 2.Amounts represent the discretionary Fast Track Bonuses paid to the NEOs following the end of the first quarter of fiscal year 2024. For more information, please see "Elements of the Company's Executive Compensation Program - 2024 Bonuses" below. In addition, Ms. Casteel received a $100 bonus in recognition of each of her twelve-year and thirteen-year employment anniversaries. 3.Amounts reflect the aggregate grant date fair value of time-based and performance-based restricted stock units granted to Mr. Greenwald during fiscal year 2024, 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 Mr. Greenwald 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. 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. 4. Amounts reflect, for Messrs. Dechant, Afdahl, and Dawson, Company contributions to their respective accounts under the Company’s 401(k) plan.

  23. Outstanding Equity Awards at 2024 Fiscal-Year End Table

    Outstanding Equity Awards at 2024 Fiscal-Year End Table The following table sets forth information regarding equity awards held by our named executive officers as of June 30, 2024.

  24. Outstanding Equity Awards at 2024 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 | - | 12.75 | 06/30/2030 | - | - | - | - | | | 08/07/2020(2) | 45,027 | - | 19 | 08/07/2030 | - | - | - | - | | | 12/14/2020(3) | - | 20,000 | 19.85 | 12/14/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 124,582 | 2,015,737(5) | | David Afdahl | 06/30/2020(1) | 17,500 | - | 12.75 | 06/30/2030 | - | - | - | - | | | 08/07/2020(2) | 10,819 | - | 19 | 08/07/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 109,708 | 1,775,075(5) | | Julie Casteel | 06/30/2020(1) | 10,000 | - | 12.75 | 06/30/2030 | - | - | - | - | | | 08/07/2020(2) | 6,574 | - | 19 | 08/07/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 97,126 | 1,571,499(5) | | Bruce Dawson | 06/30/2020(1) | 10,000 | - | 12.75 | 06/30/2030 | - | - | - | - | | | 08/07/2020(2) | 8,114 | - | 19 | 08/07/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 82,519 | 1,335,157(5) | | Taylor Greenwald | 12/04/2023 | - | - | - | - | - | - | 22,500 | 364,050(6) | | | 05/31/2024 | | - | - | - | - | - | 20,000 | 323,600(7) |

  25. Outstanding Equity Awards at 2024 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, 2024, 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, 2024, these options are fully vested. 3.These options will vest in full immediately following the first such time, prior to the option expiration date, as the Company common shares, publicly traded on Nasdaq, maintain an average closing price of $30.00 over a thirty-day period.. 4. This performance-based restricted stock unit award was granted on April 20, 2022 and vests as described in the narrative under the "Equity Compensation" section above. 5. Market value reflects the $16.18 closing price of the Company's stock on June 28, 2024 (the last trading day of the fiscal year ended June 30, 2024). 6. This restricted stock unit award was granted on December 4, 2023. 7,500 shares vested on September 18, 2023, with 7,500 shares vesting annually thereafter, subject to Mr. Greenwald's continued employment through each applicable vesting date. 7. this performance -based restrictive stock unit award was granted on May 31, 2024 and vests as described in the narrative under the "Equity Compensation" section above.