Andreas Fibig
ExlService HoldingsAbout Andreas Fibig
Independent director at ExlService Holdings (EXLS) since January 2023; age 62 as of the 2024 proxy . Former Chairman and CEO of International Flavors & Fragrances (IFF) with 25+ years in biosciences, healthcare and pharma; serves on EXLS Audit and Nominating & Governance committees and is slated to become Nominating & Governance Committee Chair in June 2025 . The EXLS board classifies him as independent under Nasdaq and federal securities law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Flavors & Fragrances (IFF) | Chairman & CEO | 2014–2022 | Led global food ingredients, scent, healthcare and biosciences company |
| Bayer Healthcare Pharmaceuticals | President & Chairman, Board of Management | 2008–2014 | Senior leadership in global pharma |
| Pfizer | SVP/GM and various leadership roles | 2000–2008 | Operating roles in multinational pharma |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Novo Nordisk A/S (NYSE: NVO) | Independent Director | 2018–present | Research & Development Committee; formerly Audit Committee |
| Bunge Limited (NYSE: BG) | Independent Director | 2016–2018 | Audit; Finance & Risk Policy Committees |
| Simtra (formerly Baxter Bioscience) | Chairman | 2023–present | CDMO leadership |
| Indigo Agriculture | Director | 2022–present | Ag-tech governance |
| EvodiaBio | Director | 2022–present | Bioindustrial aroma governance |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Nominating & Governance Committee .
- Chair rotation: Expected to become Chair of the Nominating & Governance Committee in June 2025, enhancing oversight of board refreshment, governance policies, evaluations, and sustainability oversight .
- Independence: Board determined all directors except the CEO are independent (includes Fibig) .
- Committee cadence: Audit Committee met 8 times in 2024; Nominating & Governance met 4 times in 2024, supporting active oversight .
- Engagement expectations: EXLS policy expects directors to attend all board and applicable committee meetings and the Annual Meeting, signaling emphasis on attendance .
Fixed Compensation
| Category | FY 2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 85,000 | Standard non-executive director cash fee |
| Equity Award (RSUs) | 215,000 | Annual RSU grant valued at grant date |
| Total FY 2024 Director Pay | 300,000 | Cash + equity |
Prospective program updates:
- 2025 director program increased to $100,000 cash retainer and $230,000 equity RSU grant; Nominating & Governance Chair eligible for additional $15,000 cash fee .
- No per-meeting fees; RSUs vest generally on the first anniversary or earlier upon term end/change-in-control and settle at death, change-in-control, or 180 days post board term (with certain election options) .
Performance Compensation
| Director Equity Grant Term | Vesting | Settlement | Performance Link |
|---|---|---|---|
| Time-based RSUs | Generally vest on first anniversary; alternative vest triggers per policy | Earliest of death, change-in-control, or 180 days after board term (with elective alternatives if guidelines met) | None (director RSUs are time-based; no performance metrics) |
Other Directorships & Interlocks
- Current public boards: Novo Nordisk (global healthcare), previously Bunge (agribusiness) and IFF (consumer/biosciences) .
- Sector linkage: External roles intersect with EXLS client verticals (healthcare, biosciences), potentially enhancing industry insight flow without competitive overlap disclosed .
- Related-party transactions: 2024 proxy disclosed a PharmaCord agreement related to director Nitin Sahney; no related-party transactions disclosed involving Fibig .
Expertise & Qualifications
- Skills matrix: Executive leadership, public company governance, human capital management, marketing, global experience, ESG, M&A .
- Not designated “audit committee financial expert” (designation held by other Audit members), but serves on Audit oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Shares Owned | 3,000 | Direct holdings |
| Vested but Unsettled RSUs | 8,515 | Director RSUs vested but awaiting settlement |
| Unvested RSUs (12/31/2024) | 7,060 | Outstanding unvested director RSUs |
| Shares Outstanding (Reference) | 162,683,343 | For ownership context (not % requirement for directors) |
Stock ownership policy and alignment:
- Non-employee directors must maintain stock ownership equal to at least 5× annual cash retainer; all applicable directors were in compliance as of December 16, 2024 .
- Anti-hedging and anti-pledging policies apply to directors, reinforcing alignment with shareholders .
Governance Assessment
- Committee leadership signal: The planned rotation to Nominating & Governance Chair positions Fibig to drive board refreshment, governance guidelines, and sustainability oversight—positive for governance quality .
- Independence and sector expertise: Independent status and deep healthcare/biosciences background strengthen board oversight of EXLS’s core client sectors and AI/data strategy .
- Compensation mix: Majority equity-based pay (RSUs) promotes long-term alignment; policy requires substantial ownership and restricts hedging/pledging .
- Audit oversight: Active Audit Committee cadence (8 meetings) supports robust financial, cybersecurity, and disclosure oversight; Fibig is not tagged as the committee’s “financial expert,” but contributes as a member .
- Related-party exposure: No transactions disclosed involving Fibig; overall related-party oversight by Audit Committee helps mitigate conflicts .
RED FLAGS to monitor:
- Multiple outside roles: Time commitments across Novo Nordisk, Simtra, and other boards warrant ongoing monitoring for bandwidth and potential information-flow conflicts, though no related-party dealings are disclosed at EXLS .
- Ownership size: Direct share ownership is modest in absolute terms versus total shares outstanding; mitigated by RSUs, stock ownership guidelines, and prohibitions on hedging/pledging .
Overall, Fibig’s imminent governance chair role, independence, and sector expertise are net positives for board effectiveness, with low disclosed conflict risk and strong alignment policies in place .