Barry Dick
About Barry Dick
Independent director appointed in May 2024 (age 61), with 25+ years in Asia-focused capital markets and investment banking; current co-founder/partner/director at Gold Quay Capital Pte. Ltd. since June 2013. Education: BS in Business Administration (Northeastern University) and MBA (Duke University). The Board determined he is independent and an “audit committee financial expert” per Item 407(d)(5) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gold Quay Capital Pte. Ltd. | Co-Founder, Partner, Director | Since June 2013 | Sources private transactions and markets investment opportunities to long-term investors in SE Asia |
| StormHarbour Securities (Singapore) Pte. Ltd. | Principal & Managing Director | Aug 2013 – May 2015 | Sourced and distributed private transactions across SE Asia |
| Merrill Lynch (Asia Pacific) Limited | Managing Director, Head of Fixed Income Sales | Not disclosed | Built Merrill Lynch’s Asian FICC sales organization |
| Opvs Group | Co-Founder | Not disclosed | Hybrid hedge fund and boutique investment bank; built fundraising and private deal sourcing |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gold Quay Capital Pte. Ltd. | Co-Founder, Partner, Director | Private | Active since June 2013 |
No other public company directorships are disclosed for Mr. Dick in FEAM’s proxy materials .
Board Governance
- Committee leadership and expertise:
- Audit Committee: Chair effective Dec 31, 2024; Board affirmed independence and that he qualifies as an audit committee financial expert .
- Compensation Committee: Member in FY2024; Chair effective Dec 31, 2024 .
- Nominating & Corporate Governance Committee: Member effective Dec 31, 2024 .
- Meeting cadence and attendance:
- FY2024 meetings: Board (14), Audit (4), Compensation (4), Nominating (6); each director attended ≥85% of Board/committee meetings while serving .
- Independence and executive sessions:
- Board annually evaluates independence; Mr. Dick is independent under Nasdaq and Rule 10A‑3; independent directors hold regular executive sessions without management .
- Board leadership transition:
- Chair transitioned to Graham van’t Hoff as of Dec 31, 2024 (from David Jay Salisbury) .
Fixed Compensation
| Year | Annual Remuneration (USD) | Notes |
|---|---|---|
| 2024 (anticipated) | $168,000 | Based on proposed committee composition following the Annual Meeting |
| 2025 (anticipated) | $230,000 | Based on proposed committee composition; non‑exec director awards equal 50% of total annual remuneration; quarterly grants |
| 2026 (anticipated) | $210,000 | Under 2026 Incentive Plan proposal |
Director program terms (historical vs. current):
- 2024 offer letter structure: Board Chair +$100,000; Audit Chair +$80,000; Compensation Chair +$70,000; Nominating Chair +$70,000; Committee member +$14,000; quarterly RSUs with equivalent cash value to retainers; vest on July 1; tax gross-up style reimbursements for vesting tax liabilities were paid (table shows “All Other Compensation” category) .
- Effective Jan 1, 2025 Director Compensation Policy:
- Annual cash retainer $50,000; Board Chair/Lead Independent +$45,000; Committee Chair +$25,000; Committee member +$25,000; quarterly RSUs equal in value to the cash retainer (average closing price of the quarter), vest July 1; accelerated vesting upon voluntary resignation, change in control, death/disability .
Performance Compensation
| Document Date | RSUs Previously Granted to Barry Dick (#) | PSUs Previously Granted (#) | Notes |
|---|---|---|---|
| Nov 1, 2024 (PRE 14A) | 17,462 | — | Under 2022 Equity Compensation Plan; quarterly award framework |
| Dec 13, 2024 (PRER14A) | 17,462 | — | Non‑exec director awards valued at 50% of annual remuneration |
| Dec 26, 2024 (DEF 14A) | 17,462 | — | Plan amendment proposed to increase shares available |
| Jan 24, 2025 (PRE 14A) | 48,171 | — | Aggregate RSUs through Jan 14, 2025 |
| Oct 17, 2025 (PRE 14A) | 19,098 | — | RSUs through Oct 14, 2025 under Incentive Plan |
Director awards: non‑exec directors receive quarterly equity awards equal to 50% of total annual remuneration, determined by average closing price of the prior quarter; awards granted within 3 years of meeting approval; no loans, and awards can be RSUs/DSUs; PSUs for Mr. Dick are not disclosed/none .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Barry Dick |
| Private/other roles | Gold Quay Capital Pte. Ltd. (co-founder/partner/director) |
| Interlocks/conflicts | Not disclosed; Board determined independence; related party oversight via Audit Committee policy . |
Expertise & Qualifications
| Credential | Details |
|---|---|
| Audit Financial Expert | Qualifies as “audit committee financial expert” (Item 407(d)(5) Reg S‑K) |
| Capital Markets | 25+ years; built Asian FICC at Merrill Lynch; principal roles at StormHarbour; co-founded Opvs Group |
| Education | BS, Northeastern; MBA, Duke |
| International | Long-standing SE Asia investor relationships and origination |
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| Barry Dick | 444 | <1% | Beneficial ownership table as of Dec 10, 2024 |
| RSUs held (snapshot) | 706 | n/a | RSUs held at June 30, 2024; director RSUs vested July 1, 2024 per program |
| Hedging/Pledging | Prohibited | n/a | Company insider trading policy prohibits hedging and pledging of company securities |
Governance Assessment
- Strengths: Independent director; chairs Audit and Compensation committees; designated audit financial expert; regular executive sessions and ≥85% attendance in FY2024; equity compensation for directors set at 50% of total annual remuneration supports alignment; hedging/pledging prohibited .
- Engagement: Quarterly RSU grants tied to average closing price; awards granted within three years of approval; clear committee charters and reconstitution post resignations; Audit Committee pre-approves all audit/non-audit services; independent auditor PwC engaged FY2025 .
- Watch items / potential red flags:
- Section 16 late Form 4 filings for Board grants/vests in 2023 (company states not due to directors’ fault) – process control risk .
- Concentrated influence among financing stakeholders (Bluescape, Ascend) with director designation rights and significant convertible securities; ongoing equity plan expansions and potential dilution (Plan Amendment adding 5,000,000 shares; overhang estimates) .
- Corporate actions (reverse stock split authorization; private offering; make‑whole conversion share issuance) reflect capital structure stress; implies heightened audit and compensation oversight importance under Mr. Dick’s chair roles .
Mr. Dick abstained from recommending shareholder approval on proposals affecting director equity participation in prior filings (consistent with good governance) .
Notes on Related‑Party Transactions and Conflicts
- Audit Committee reviews and approves related party transactions under Item 404; Board policy prohibits transactions that impair independence; no loans to directors under the Incentive Plan .
- Significant holders (Ascend, Bluescape, Virtova) described; director designation rights were granted to certain holders as part of restructuring; no direct related‑party transaction disclosures for Mr. Dick specifically .
Director Attendance and Committee Meetings (FY2024)
| Body | Meetings Held | Attendance Disclosure |
|---|---|---|
| Board | 14 | Each director attended ≥85% of meetings while serving |
| Audit Committee | 4 | Current FY2024 members: Jennings (Chair), Lim, Salisbury; reconstituted to Dick (Chair), Jones, van’t Hoff effective Dec 31, 2024 |
| Compensation Committee | 4 | FY2024 members: van’t Hoff (Chair), Dick, Jennings |
| Nominating & Corporate Governance | 6 | FY2024 members: van’t Hoff (Chair), Salisbury, Jones; Dick added effective Dec 31, 2024 |
Compensation Structure Details (Directors)
| Component | 2024 Offer Letters | 2025 Policy (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer | n/a disclosed | $50,000 |
| Board Chair / Lead Independent | +$100,000 | +$45,000 |
| Committee Chair (Audit/Comp/Nom) | +$80,000 / +$70,000 / +$70,000 | +$25,000 (each) |
| Committee Member | +$14,000 | +$25,000 |
| Equity grants | Quarterly RSUs equal to cash retainer; vest July 1; tax reimbursements paid for vesting liabilities | Quarterly RSUs equal to cash retainer; vest July 1; accelerated on resignation/CIC/death/disability |
Non‑executive directors’ equity awards equal 50% of total annual remuneration; value set by average closing price of prior quarter; awards allocated within 3 years; no cash consideration for grants .
Summary
- Barry Dick brings seasoned capital markets expertise and now chairs FEAM’s Audit and Compensation Committees with recognized financial expert status—key for oversight amid capital structure changes and equity plan expansions .
- Alignment is mixed: quarterly RSUs (50% of remuneration) support skin-in-the-game, but disclosed ownership is minimal (444 shares as of Dec 10, 2024) and equity plan scale increases warrant dilution vigilance under his committee leadership .