David Afdahl
About David Afdahl
David Afdahl is Chief Operating Officer (COO) of IBEX, a role he has held since 2018 after joining IBEX in 2017 as VP of Operations; he is 51 years old and holds a B.A. in Anthropology from the University of Maryland . Company performance during his recent tenure includes net income of $36.9M in FY2025 and $33.7M in FY2024, adjusted EBITDA of $72.0M in FY2025 and $65.2M in FY2024, and adjusted EPS of $2.75 in FY2025 vs. $2.10 in FY2024 . Executive incentives also tie to relative total shareholder return (TSR) against a peer group via 2024 PSU grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBEX | VP of Operations (U.S.) → COO | Joined 2017; COO since 2018 | Responsible for global operations, performance management, and financial results . |
| Xerox Services | Managing Director | 7 years | Led global operations, client management, and overall financial performance . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 400,000 |
| All Other Compensation ($) | 11,818 | 9,341 | 26,500 |
Notes:
- IBEX maintains standard U.S. employee benefits (401(k) matching; health and welfare plans) for executives .
Performance Compensation
Annual Cash Incentive (NEIP)
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual NEIP Payout ($) | 356,605 | 154,135 | 459,338 |
| Metric Framework | Pre-established business/operational goals set by Compensation Committee | Pre-established goals set by Compensation Committee | Pre-established goals set by Compensation Committee |
Separate “Fast Track” one-time FY2024 bonus was paid across the ELT; Afdahl’s amount was $130,518 (in addition to NEIP) .
Equity Incentives – PSUs (Performance-Based)
| Grant | Metric | Weighting | Thresholds/Targets | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Apr 20, 2022 PSUs | Revenue (≥$600M fiscal-year) | 50% | $600M revenue | 1/3 vests immediately upon goal; remaining 2/3 in equal annual installments over next 2 years, subject to continued service | Trigger-date based; service-continued vest for remaining tranches |
| Apr 20, 2022 PSUs | Adjusted EBITDA (≥$74M fiscal-year) | 50% | $74M EBITDA (reduced from $100M due to GAAP conversion) | Same as above (1/3 immediate, 2/3 over 2 years) | Same as above |
| Nov 8, 2024 PSUs (Target) | TSR vs peer group | N/A (TSR-based) | Relative TSR across three performance periods | Earn up to 2x target over 3 years; maximum aggregate value capped at 5x grant-date fair value | 1/3 eligible to vest Sept 30, 2025 (1-year TSR), 1/3 on Sept 30, 2026 (2-year TSR), 1/3 on Sept 30, 2027 (3-year TSR) |
Equity Incentives – RSUs (Time-Based)
| Grant | Shares | Vesting |
|---|---|---|
| Nov 8, 2024 RSUs | 4,842 | 25% vested July 1, 2025; 25% annually thereafter (time-based) |
Options (Legacy)
| Grant Date | Shares | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|
| Jun 30, 2020 | 17,500 | 12.75 | Jun 30, 2030 | Fully vested (25% at grant; 75% monthly over 3 years) |
| Aug 7, 2020 | 10,819 | 19.00 | Aug 7, 2030 | Fully vested (50% at grant; 50% monthly over 2 years) |
Equity Ownership & Alignment
Beneficial Ownership (SEC Definition, incl. options exercisable within 60 days)
| As of | Shares Owned Directly | Options Exercisable (≤60d) | Total Beneficial Ownership |
|---|---|---|---|
| Oct 1, 2023 | 50,547 | 28,319 | 78,866 |
| Oct 25, 2024 | 50,547 | 28,319 | 78,866 |
| Oct 3, 2025 | 53,479 | 28,319 | 81,798 |
Ownership as % of shares outstanding: <1% each period per company table .
IBEX prohibits hedging and pledging of company securities for employees and directors, including margin accounts and derivative transactions .
Outstanding Equity Awards (as of June 30, 2025)
| Category | Quantity | Market/Terms |
|---|---|---|
| Options (Exercisable) | 17,500 @ $12.75; 10,819 @ $19.00 | Expire 6/30/2030 and 8/7/2030 respectively |
| RSUs (Unvested) | 4,842 | Market value $140,902 (at $29.10 close on 6/30/25) |
| PSUs (Unearned) | 109,708 | Market/payout value $3,192,503 at $29.10 with SEC maximum assumptions |
Historical awards under the 2020 LTIP include for Afdahl: 28,319 options, 4,842 RSUs, and 114,550 PSUs (target) .
Employment Terms
- Agreement: Restated Employment Agreement effective July 1, 2020 for COO role .
- Base salary and bonus eligibility: FY2025 base salary $400,000; eligible for annual performance bonus per Board-set targets/milestones (target 100% of base, see Performance Compensation) .
- Severance: If terminated without Cause or resigns for Good Reason—12 months’ salary continuation; reduced to 70% of new compensation if he takes new employment/consulting above specified thresholds during the severance period; continued health plan participation at active employee rates for the same period .
- Restrictive covenants: 12-month non-compete; 12-month non-solicit (customers, employees, consultants); perpetual non-disparagement and confidentiality .
- Change-in-control equity provisions: Under the Amended & Restated 2020 LTIP, time-based awards accelerate; performance-based awards vest at target; and if awards are continued/assumed and the participant is terminated without cause within two years post-CIC, awards become fully vested and exercisable .
- Clawback: A&R 2020 LTIP revises clawback provisions and prohibits repricing without shareholder approval .
Performance Compensation – Detailed Table (Key Metrics and Vesting)
| Incentive | Metric | Weight | Target/Threshold | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| NEIP (FY2025) | Company/Personal goals | N/A | Target 100% of base | $459,338 paid | Cash (annual) |
| NEIP (FY2024) | Company/Personal goals | N/A | Target 100% of base | $154,135 paid | Cash (annual) |
| NEIP (FY2023) | Company/Personal goals | N/A | Target 100% of base | $356,605 paid | Cash (annual) |
| PSUs (2022 grant) | Revenue ≥$600M | 50% | $600M revenue | Not disclosed as achieved; 109,708 unearned as of 6/30/25 | 1/3 immediate on achievement, then annual |
| PSUs (2022 grant) | Adj. EBITDA ≥$74M | 50% | $74M EBITDA (post-GAAP conversion) | Not disclosed as achieved; 109,708 unearned as of 6/30/25 | Same as above |
| PSUs (2024 grant) | TSR vs peers | N/A | Three performance periods (1/2/3-year TSR) | Up to 2x target over 3 years; cap 5x grant-date value | 1/3 eligible on Sept 30 each of 2025/2026/2027 |
| RSUs (2024 grant) | Time-based service | N/A | N/A | 4,842 outstanding at grant | 25% on 7/1/25; 25% annually thereafter |
Compensation Trend Snapshot (Afdahl)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 400,000 | 400,000 | 400,000 |
| Bonus (Fast Track) | — | 130,518 | — |
| Stock Awards | — | — | 221,764 |
| NEIP (Annual) | 356,605 | 154,135 | 459,338 |
| All Other | 11,818 | 9,341 | 26,500 |
| Total | 768,423 | 693,994 | 1,107,602 |
Governance and Policies Relevant to Alignment
- Hedging/Pledging: Strict prohibition for employees and directors (zero-cost collars, forwards, margin accounts, pledging) .
- A&R 2020 LTIP: Adds a 10-year term to 2035, enhanced clawbacks, default double-trigger acceleration, director compensation cap, and repricing prohibition without shareholder approval .
- Compensation oversight: Independent Compensation Committee currently chaired by Karen Batungbacal; Exequity LLP engaged as independent compensation consultant (since Sept 18, 2023) .
Equity Overhang and Burn Rate (Context for Future Awards)
- Total potential basic dilution/overhang: 16.4% as of June 30, 2025; potential basic dilution from remaining + requested shares: 5.8% .
- Three-year average burn rate ~1.1% (FY2023–FY2025) .
Investment Implications
- Pay-for-performance alignment: High proportion of Afdahl’s variable compensation through NEIP and PSUs tied to concrete financial thresholds (revenue and adjusted EBITDA) and TSR vs peers; vesting mechanics require performance achievement and continued service, supporting long-term alignment .
- Vesting calendar and potential selling pressure: Time-based RSUs vest annually beginning July 1, 2025; TSR PSUs have potential vesting events each Sept 30 (2025/2026/2027); watch Form 4 filings around these dates for incremental supply .
- Retention/termination economics: 12-month base salary severance with benefits, plus double-trigger equity acceleration under the A&R 2020 LTIP post-CIC—moderate retention protection without excessive guaranteed pay; restrictive covenants limit immediate competitive moves .
- Ownership and alignment: Beneficial ownership increased to 81,798 by Oct 2025; options are fully vested with strikes at $12.75 and $19.00; no pledging allowed—reduces misalignment risk from leverage .
- Governance evolution: IBEX exited “controlled company” status in 2025; independent Compensation Committee oversight and enhanced clawbacks reduce governance risk; monitor continued execution and LTIP usage .
Monitoring priorities: track achievement of FY revenue ≥$600M and adjusted EBITDA ≥$74M for PSU triggers (legacy 2022 grant), TSR percentile outcomes on 2024 PSUs, and quarterly NEIP payouts vs targets; watch for any changes to severance/CIC terms, LTIP share reserve usage, and insider trading patterns via Form 4s .