DEF 14A of IBEX Ltd, Oct 28, 2025

DEF 14A of IBEX Ltd

Filed Oct 28, 2025 · FY20250001720420-25-000032

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 Karen Batungbacal Fiona Beck | Robert Dechant John (Jack) Jones Patrick McGinnis Mingzhe (JJ) Zhuang |

  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. Mr. John Leone resigned from the Board effective as of October 24, 2024. Mr. Kleisterlee retired from the Board 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. In addition, pursuant to our Bye-laws, 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, effective as of December 5, 2024. On December 31, 2024, Mr. Shuja Keen informed the Company that, pursuant to the terms and conditions of a purchase agreement between the Company and TRGI dated as of November 19, 2024 (the "Purchase Agreement"), he intended to resign from the Company’s Board, including the Compensation Committee and Nominating and Governance Committee thereof, effective immediately. Mr. Keen’s resignation was not due to any disagreements with the Company relating to the Company’s operations, policies or practices. On December 31, 2024, the Board appointed Ms. Karen Batungbacal as a director of the Company, effective as of January 20, 2025. On December 31, 2024, the Company received notice from TRGI stating that, pursuant to the terms of the Purchase Agreement and the Company’s bye-laws, TRGI revoked the appointments of its five designed directors: Ms. Daniella Ballou-Aares, Mr. Robert Dechant, Mr. John Jones, Mr. Patrick McGinnis, and Mr. Mingzhe (JJ) Zhuang, (the "Designated Directors") effective immediately. On December 31, 2024, the Board determined it to be in the best interests of the Company to appoint each of the Designated Directors, effective December 31, 2024, to fill the resulting vacancies until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

  4. Change in Status as a Controlled Company

    Change in Status as a Controlled Company Nasdaq listing rules define a controlled company as a company of which more than 50% of the voting power for the election of the directors is held by an individual, group, or another company. Prior to November 19, 2024, we qualified as a "controlled company" because TRGI had the right to appoint five out of eight of the directors on our Board pursuant to our Bye-laws. As a "controlled company" we availed ourselves of "controlled company" exemptions from certain Nasdaq Listing Rule requirements, including the requirements that our Board be comprised of a majority of independent directors, and the Compensation Committee be comprised entirely of independent directors, and either the Nominating and Governance Committee of our Board be comprised entirely of independent directors or directors be nominated to the Board by a majority of our independent directors. On November 19, 2024, pursuant to the Purchase Agreement, the Company purchased 3,562,341 common shares of the Company from TRGI. After such purchase, TRGI beneficially owned approximately 13% of our outstanding common shares and TRGI lost its right to appoint any of the directors on our Board pursuant to our Bye-laws. Accordingly, the Company no longer qualified as a "controlled company" under the Nasdaq Listing Rules on November 19, 2024, resulting in certain transition periods to phase out of the "controlled company" exemptions. As of June 16, 2025, we have fully phased out of the "controlled company" exemptions.

  5. Director Independence

    Director Independence Our Board has undertaken a review of the independence of the directors in light of the Nasdaq listing standards and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director’s background, employment, and affiliations, including family relationships, our Board determined that Mses. Ballou-Aares, Batungbacal, and Beck and Messrs. McGinnis and Zhuang are "independent directors" under the listing standards of Nasdaq. This represents five of our eight current directors, and will represent five of our eight directors after the Annual Meeting. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director, the transactions involving them, and other boards upon which they serve. In addition, the Board determined that each member of the Audit Committee satisfies the applicable independence requirements under the applicable Securities and Exchange Commission ("SEC") rules and the Nasdaq listing standards for such members.

  6. Board Leadership Structure

    Board Leadership Structure The Board does not have a formal policy on whether the role of Chairman and Chief Executive Officer ("CEO") should be separate or combined. Mr. Mohammed Khaishgi has served as the Chairman of the Board since September 2017 and previously served as our CEO. Based on his experience and involvement with the Company since its inception, the Board has determined that Mr. Khaishgi should serve as Chairman, and Mr. Robert Dechant should serve as CEO, as this structure enables our Chairperson to maintain responsibility for coordinating board activities, including the scheduling of meetings and executive sessions of the non-employee directors and managing the relevant agenda items in each case (in consultation with the CEO as appropriate), and our CEO to focus on leading and managing the Company. If the Board determines that it is preferable to combine the position of Chairperson and CEO, the Board intends to designate an independent director to serve as lead independent director. Mr. Khaishgi currently serves as the chairman and CEO of TRGI and as the chairman of TRG Pakistan Limited, which is affiliated with TRGI.

  7. Director Nominations

    Director Nominations In accordance with the Company's Procedures for Identifying and Evaluating Director Candidates adopted by the Board, the independent members of the Board (the "Independent Directors") are responsible for identifying and evaluating the best available, qualified candidates for election to the Board. Following their evaluation, the Independent Directors, acting through a majority, can recommend to the full Board a slate of director candidates to be nominated for election by the Company's shareholders on an annual basis. In the case of incumbent directors, the Independent Directors review each directors’ overall service during his or her current term and any other factors that the Independent Directors consider relevant, including the number of meetings attended, level of participation, quality of performance, and any transactions between the director and the Company. In the case of new director candidates, the Independent Directors first determine whether the nominee would be independent under the Nasdaq Listing Rules, then identify any special needs of the current Board. The Independent Directors will consider individuals recommended by Board members, Company management, shareholders, and if it deems appropriate, a professional search firm. The Board recognizes the value of cultivating a board with a broad mix of opinions, perspectives, skills, experiences and backgrounds. As such, the Board actively seeks director candidates from a wide variety of backgrounds, without discrimination based on any status protected by law. All nominations to the Board will be based on merit, experience and background relevant to the Board’s current and anticipated needs, as well as the Company’s business. The Board believes that director candidates should meet and demonstrate the following minimum criteria: •Character and integrity •A commitment to the long-term growth and profitability of the Company •A willingness and ability to make a sufficient time commitment to the affairs of the Company to effectively perform the duties of a director, including regular attendance at Board and committee meetings •Significant business or public experience relevant and beneficial to the Board and the Company In addition to the minimum criteria described above, the following factors may also be considered in evaluating candidates for the Board: •Present and anticipated needs of the Board for particular experience or expertise and whether the candidate would satisfy those needs •Requirement for the Board to have a majority of independent directors and whether the candidate would be considered independent •Whether the candidate would be considered an audit committee "financial expert" or be financially literate as described in the Nasdaq Listing Rules and the Audit Committee Charter •Accomplishments of each candidate in her or her field and applicability to the Company’s business and industry •Outstanding professional and personal reputation •Relevant experience •Ability to exercise sound business judgment •Breadth of knowledge about issues affecting the Company The Independent Directors review the qualifications of director candidates and incumbent directors in light of the criteria approved by Board, and any shareholder recommendations for director are evaluated in the same manner as other candidates considered by the Independent Directors. Shareholders that wish to nominate a director for election to our Board should follow the procedures described under the "Submission of Proposals for the 2026 Annual Meeting" heading.

  8. Board Diversity

    Board Diversity Our Board currently consists of 37.5% female Directors and 62.5% male Directors, with 37.5% of our Directors self-reporting as racially/ethnically diverse. To see our Board Diversity Matrix as of October 28, 2024, please see our proxy statement filed with the SEC on October 28, 2024.

  9. PRESENTATION OF FINANCIAL STATEMENTS

    PRESENTATION OF FINANCIAL STATEMENTS In accordance with Section 84 of the Companies Act and the Company's Bye-law 68, our audited financial statements for the fiscal year ended June 30, 2025 will be presented at the Annual Meeting. These financial statements have been approved by our Board. There is no requirement under Bermuda law that these financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting.

  10. PROPOSAL ONE — SET NUMBER OF DIRECTORS

    PROPOSAL ONE — SET NUMBER OF DIRECTORS The current maximum number of directors was set at eight by the shareholders at the annual general meeting of shareholders held on December 5, 2024. Bye-law 37 requires the maximum number of directors to be set by the shareholders at each annual general meeting. Accordingly, the Board proposed to set the maximum number of directors as eight at the Annual Meeting until the next annual general meeting. The Board has nominated eight directors for these positions, as further described below in Proposal Two. Our Board recommends a vote “FOR” the proposal to set the maximum number of directors as eight.

  11. PROPOSAL TWO — ELECTION OF DIRECTORS

    PROPOSAL TWO — ELECTION OF DIRECTORS Based on the recommendation of the majority of independent Board members, the Board nominated eight 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. Ms. Beck was originally appointed by TRGI as an appointed director pursuant to our Bye-laws, and then on October 24, 2024 was appointed by the remaining board members to fill the vacancy left by the resignation of Mr. John Leone. Ms. Batungbacal was appointed by the remaining board members on December 31, 2024, effective January 20, 2025 to fill a vacancy left by the resignation of Mr. Shuja Keen. Ms. Beck and Messrs. Keen and Khaishgi were elected by shareholders at the annual general meeting of shareholders held on December 5, 2024. Ms. Ballou-Aares, and Messrs. Dechant, Jones, McGinnis and Zhuang were originally appointed by TRGI as appointed directors in accordance with our Bye-laws, and reappointed by the remaining board members to fill the vacancies left when their original appointment by TRGI was revoked by TRGI pursuant to the terms of the Purchase Agreement and our Bye-laws on December 31, 2024. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve.

  12. Director Nominees

    Director Nominees For each of the 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.

  13. Director Nominees

    | Daniella Ballou-Aares | Age: 50 | 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. | | | | | Ms. Ballou-Aares was selected to serve on our Board due to her executive leadership experience, global operations experience, and her strong expertise in global growth and economics. | | | | | 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. | | |

  14. Director Nominees

    | Karen Batungbacal | Age: 64 | Other Public Company Boards: None | Director Since: January 2025 | | Committees | Compensation (Chair) | | | | Background | | | | | Ms. Batungbacal has served as Partner of CEO Advisor Inc. since June 2023 and Secretary and Governor of the Management Association of the Philippines since January 2023. From November 2019 to October 2020, Ms. Batungbacal served as Country Head, Global Business Center of Tenet Healthcare. Ms. Batungbacal served as Optum Global Services, Senior Vice President of UnitedHealth Group from March 2018 to August 2019, Executive General Manager of QBE Insurance from October 2013 to October 2017, Managing Director of JPMorgan Chase & Co. from August 2010 to July 2012, President of ICT Group Philippines from 2004 to 2010 and Chief Executive Officer of Source One Asia from 2002 to 2004. Ms. Batungbacal currently serves on the board of advisors of Call Center Studio, the board of trustees of Virlanie Foundation, Inc. and IT & Business Process Association of the Philippines, Inc., and the board of directors of Gallagher Insurance Philippines and Fuse Financing Inc. | | | | | Ms. Batungbacal was selected to serve on our Board due to her executive leadership experience, global operations experience, extensive experience and knowledge of our industry and shared services markets, and the financial services and healthcare industries. | | | | | Education | Ms. Batungbacal received her M.A. in Chemical Engineering from Princeton University and her B.S. in Chemical Engineering from the University of Notre Dame. | | |

  15. Director Nominees

    | Fiona Beck | Age: 60 | 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 fiber-optic 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 perspective 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. | | |

  16. Director Nominees

    | Robert Dechant CEO | Age: 63 | 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. | | | | | Mr. Dechant was selected to serve on our Board due to his executive leadership experience, global operations experience, and his deep understanding of the industry, our business, and our history. | | | | | Education | Mr. Dechant holds a B.S. degree from Fairfield University. | | |

  17. Director Nominees

    | John Jones | Age: 70 | Other Public Company Boards: None | Director Since: March 2018 | | Committees | Corporate Governance | | | | 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. | | | | | Mr. Jones was selected to serve on our Board due to his executive leadership experience, global operations experience, financial services background, and his deep understanding of the customer care and service industry. | | | | | Education | Mr. Jones holds a B.S. degree in business management from the University of Phoenix. | | |

  18. Director Nominees

    | Mohammed Khaishgi Chairman | Age: 58 | Other Public Company Boards: TRG Pakistan Limited | Director Since: September 2017 | | Committees | Corporate Governance (Chair) | | | | Background | | | | | Mr. Khaishgi is a founding partner, CEO, and director of TRGI, an investment holding company. Prior to being appointed CEO in 2021, Mr. Khaishgi served as TRGI’s Chief Operating Officer, having served in that position since 2004. 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, a Director of Bluecourt Management LLC, an investment company and a partnership among TRGI and TRGI management, since 2019, and a Director of Afiniti Newco LLC since 2025. Mr. Khaishgi previously served as a director of Afiniti Ltd from 2013 to 2020 and from March 2022 to December 2024. 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 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. | | |

  19. Director Nominees

    | Patrick McGinnis | Age: 49 | Other Public Company Boards: TRG Pakistan Limited | Director Since: October 2024 | | Committees | Audit | | | | Background | | | | | Mr. McGinnis has served as a director of TRGI since 2005, and as a director for TRG Pakistan Limited since October 2024, and previously 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 Board of Directors of the Planet Word Museum. 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. | | | | | Mr. McGinnis was selected to serve on our Board due to his executive leadership experience, global operations experience, and his extensive knowledge and experience in capital and financial markets. | | | | | 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. | | |

  20. Director Nominees

    | Mingzhe (JJ) Zhuang | Age: 56 | Other Public Company Boards: None | Director Beginning: December 5, 2024 | | Committees | Compensation | | | | 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. Mr. Zhuang currently serves as a director for the privately-held technology companies, Dover Tree Tech, Inc. since 2018, Ginko Technology Inc., and Web Performance Tools, Inc. since 2022, Intelligent Apps Group Inc. since 2024, and Pretty Good AI Inc. since 2025. | | | | | Mr. Zhuang was selected to serve on our board due to his executive leadership experience, global operations experience, and his extensive technology knowledge, expertise and experience. | | | | | 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. | | |

  21. Director Nominees

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

  22. 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. On September 18, 2023, the Company's Compensation Committee entered into a services agreement with Exequity LLP to provide ongoing executive and director compensation advisory services. During fiscal year 2024, Exequity completed a review of compensation of the Company's non-employee directors, the executive leadership team and additional global leadership team members and presented their findings and recommendations to the Compensation Committee in September 2024. In accordance with this peer group review, Exequity recommended that the Audit Committee Chair director fees be increased by $15,000 per year, based on the extensive work required of the Chairperson, to bring these fees in alignment with the Company's peer group. In May 2025 on recommendation by the Compensation Committee, the Board approved, effective following the Annual Meeting, an increase to the Audit Committee Chairperson's fees of $15,000. Equity Compensation. Non-employee directors have not historically received 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. On February 14, 2025, the Company did award new directors Karen Batungbacal, Patrick McGinnis, and Mingzhe Zhuang each an award of 5,000 restricted share units, with 25% of such restricted share units to vest quarterly, commencing April 1, 2025. Per the Exequity review referenced above, it was also determined that to bring the Company in alignment with its peer group, annual grants of equity should be awarded to our non-employee directors. In May 2025 on recommendation by the Compensation Committee, the Board approved, to be granted following the Annual Meeting, initial annual equity grants as follows: (1) the Chairman of the Board would receive 4,500 restricted share units; (2) tenured Board members (non-employee) would receive 4,166 restricted share units; and (3) new Board members would receive pro-rata number of shares based on the 4,166 restricted share units awarded to tenured board members. The share units would be allocated as 50% restricted share units and 50% performance-based share units. Performance-based stock units would be awarded based on the Company's Total Shareholder Return as measured against peer companies. Indemnification Agreements. We have entered into indemnification agreements with our officers and directors. The indemnification agreements and our Bye-laws require us to indemnify these individuals to the fullest extent permitted by Bermuda law.

  23. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  24. 2025 Non-Employee Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash (2)(3) ($) | Stock Awards (4) ($) | All Other Compensation ($) | Total ($) | | Karen Batungbacal | 33,266 | 136,500 | – | 169,766 | | Daniella Ballou-Aares | 75,000 | – | – | 75,000 | | Fiona Beck | 75,000 | – | – | 75,000 | | John Jones | 75,000 | – | – | 75,000 | | John Leone (3) | 23,589 | – | – | 23,589 | | Shuja Keen (2) | 37,500 | – | – | 37,500 | | Mohammed Khaishgi (2) | 75,000 | – | – | 75,000 | | Gerald Kleisterlee | 32,258 | – | – | 32,258 | | Patrick McGinnis | 51,411 | 136,500 | – | 187,911 | | Mingzhe (JJ) Zhuang | 42,742 | 136,500 | – | 179,242 |

  25. 2025 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. 4.Amounts reflect the aggregate grant date fair value of service-based restricted stock units granted to the Directors during fiscal year 2025 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 Director because the value depends on the market value of our common stock at the time the award vests. As of June 30, 2025, the Directors had the following stock awards outstanding: each of Ms. Batungbacal, Mr. McGinnis and Mr. Zhuang had 4,375 restricted stock units; and each of Ms. Ballou-Aares, Ms. Beck, Mr. Jones, Mr. Khaishgi, Mr. Keen, Mr. Kleisterlee, and Mr. Leone had no outstanding stock awards.

  26. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended June 30, 2025 and June 30, 2024.

  27. 2025 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 | 2025 | 637,500 | 100 | 997,845 | 1,011,978 | 15,583 | 2,663,006 | | Chief Executive Officer | 2024 | 600,000 | 195,177 | — | 231,202 | 13,800 | 1,040,179 | | David Afdahl | 2025 | 400,000 | — | 221,764 | 459,338 | 26,500 | 1,107,602 | | Chief Operating Officer | 2024 | 400,000 | 130,518 | — | 154,135 | 9,341 | 693,994 | | Julie Casteel | 2025 | 350,000 | 100 | 221,764 | 401,921 | — | 973,785 | | Chief Marketing & | 2024 | 350,000 | 114,303 | — | 134,868 | — | 599,171 | | Strategic Accts. Officer | | | | | | | | | Bruce Dawson | 2025 | 350,000 | 100 | 221,764 | 401,920 | 17,769 | 991,553 | | Chief Sales and Client | 2024 | 350,000 | 114,203 | — | 134,686 | 11,457 | 610,346 | | Services Officer | | | | | | | | | Taylor Greenwald | 2025 | 450,000 | — | 288,265 | 452,161 | 26,723 | 1,217,149 | | Chief Financial Officer | 2024 | 359,712 | — | 856,300 | 72,251 | — | 1,288,263 |

  28. 2025 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" in our proxy statement filed with the SEC on October 28, 2024. In addition, for fiscal year 2025, Messrs. Dechant and Dawson and Ms. Casteel each earned a $100 bonus in fiscal year 2025 in recognition of their tenure with the Company. 3.Amounts reflect the aggregate grant date fair value of time-based and performance-based restricted stock units granted to the NEOs during fiscal year 2025, computed in accordance with FASB ASC Topic 718 using a Monte Carlo valuation model for the performance-based awards. See footnote 11 (Stock-Based Compensation) to the Financial Statement contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for an explanation of the assumptions made by the Company in the valuation of the awards shown in these columns. The values reported above for performance-based restricted stock units are based on the probable outcome as of the grant date. The values for such performance-based restricted stock units, assuming the achievement of the performance goals at the maximum level, would be as follows for each NEO: Mr. Dechant - $571,909; Mr. Afdahl - $221,764; Ms. Casteel - $221,764; Mr. Dawson - $221,764; and Mr. Greenwald - $288,265. Amounts reflect the aggregate grant date fair value of time-based units granted 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 each NEO because the value depends on the achievement of goals and 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. For more information, please see "2025 Bonuses" below. 5. Amounts reflect, for Messrs. Dechant, Afdahl, Dawson and Greenwald, Company contributions to their respective accounts under the Company’s 401(k) plan.

  29. Outstanding Equity Awards at 2025 Fiscal-Year End Table

    Outstanding Equity Awards at 2025 Fiscal-Year End Table The following table sets forth information regarding equity awards held by our named executive officers as of June 30, 2025.

  30. Outstanding Equity Awards at 2025 Fiscal-Year End Table

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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 (#)(5) | | Robert Dechant | 06/30/2020(1) | 69 | - | 12.75 | 06/30/2030 | - | - | - | - | | | 08/07/2020(2) | 45,027 | - | 19.00 | 08/07/2030 | - | - | - | - | | | 12/14/2020(3) | - | 20,000 | 19.85 | 12/14/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 124,582 | 3,625,336 | | | 11/08/2024(6) | - | - | | | 21,787 | 634,002 | - | - | | | 11/08/2024(7) | - | - | | | - | - | 43,574 | 1,268,003 | | David Afdahl | 06/30/2020(1) | 17,500 | - | 12.75 | 06/30/2030 | - | - | - | - | | | 08/07/2020(2) | 10,819 | - | 19.00 | 08/07/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 109,708 | 3,192,503 | | | 11/08/2024(6) | - | - | | | 4,842 | 140,902 | - | - | | | 11/08/2024(7) | - | - | | | - | - | 9,684 | 281,804 | | Julie Casteel | 04/20/2022(4) | - | - | | | - | - | 97,126 | 2,826,367 | | | 11/08/2024(6) | - | - | | | 4,842 | 140,902 | - | - | | | 11/08/2024(7) | - | - | | | - | - | 9,684 | 281,804 | | Bruce Dawson | 08/07/2020(2) | 8,114 | - | 19.00 | 08/07/2030 | - | - | - | - | | | 04/20/2022(4) | - | - | | | - | - | 82,519 | 2,401,303 | | | 11/08/2024(6) | - | - | | | 4,842 | 140,902 | - | - | | | 11/08/2024(7) | - | - | | | - | - | 9,684 | 281,804 | | Taylor Greenwald | 12/04/2023(8) | - | - | | | 22,500 | 654,750 | - | - | | | 05/31/2024(9) | | - | | | - | - | 20,000 | 582,000 | | | 11/08/2024(6) | - | - | | | 6,294 | 183,155 | - | - | | | 11/08/2024(7) | - | - | | | - | - | 12,588 | 366,311 |

  31. Outstanding Equity Awards at 2025 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, 2025, 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, 2025, 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 $29.10 closing price of the Company's stock on June 30, 2025. 6. This restricted stock unit award was granted November 8, 2024. 25% of the shares vested on July 1, 2025, with 25% vesting annually thereafter. 7. This performance-based restricted stock unit award was granted November 8, 2024 and vests as described in the narrative under the "Equity Compensation" section above. Based on applicable SEC rules, the amounts and values for these performance-based restricted stock units are reported assuming achievement of the performance goals at the maximum level. 8. This restricted stock unit award was granted on December 4, 2023. 7,500 shares vested on September 18, 2024, with 7,500 shares vesting annually thereafter, subject to Mr. Greenwald's continued employment through each applicable vesting date. 9. This performance-based restricted stock unit award was granted on May 31, 2024 and vests as described in the narrative under the "Equity Compensation" section above.