Fiona Beck
About Fiona Beck
Independent director since July 2020; age 60; Audit Committee Chair and designated audit committee financial expert under SEC rules. Chartered accountant with a Bachelor of Management (Hons.) in finance and accounting from the University of Waikato (NZ). Former President & CEO of Southern Cross Cable Limited (2001–2014); prior director roles include Twilio IP Holding Ltd (subsidiary of Twilio Inc.) through February 2021 and Bermuda Business Development Agency (2017–2023). Current other public company directorships: Ocean Wilsons Holding Ltd., Oakley Capital Investments Ltd., and Atlas Arteria International Ltd.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Cross Cable Limited | President & CEO | 2001–2014 | Led submarine fiber-optic cable company operations and strategy |
| Bermuda Business Development Agency | Director | 2017–2023 | Focused on technology and fintech sectors |
| Twilio IP Holding Ltd (subsidiary of Twilio Inc.) | Director | Through Feb 2021 | Governance oversight for cloud communications subsidiary |
External Roles
| Organization | Role | Status |
|---|---|---|
| Ocean Wilsons Holding Ltd. | Director | Current |
| Oakley Capital Investments Ltd. | Director | Current |
| Atlas Arteria International Ltd. | Director | Current |
Board Governance
- Independence: Board determined Fiona Beck is independent under Nasdaq listing standards; also serves on an all-independent Audit Committee as Chair and is designated an “audit committee financial expert.”
- Appointment history: Originally appointed by TRGI under bye-laws; on Oct 24, 2024 the Board appointed her to fill a vacancy; elected by shareholders at the Dec 5, 2024 AGM.
- Board/committee activity: Board held 10 meetings in FY ended June 30, 2025; Audit Committee held 5, Compensation 2, Corporate Governance 1. Each director attended at least 75% of applicable meetings.
- Transition from controlled company: TRGI lost director appointment rights Nov 19, 2024; IBEX fully phased out “controlled company” exemptions by June 16, 2025, strengthening independent oversight.
- Audit Committee remit: Oversees auditors, pre-approves services, reviews related-party transactions, monthly whistleblower oversight, approves Form 10-Q filings, and compliance programs.
- Hedging/pledging: Company policy prohibits hedging and pledging of IBEX securities by directors/officers.
| Board/Committee Meetings (FY2025) | Count |
|---|---|
| Board | 10 |
| Audit Committee | 5 |
| Compensation Committee | 2 |
| Corporate Governance Committee | 1 |
Fixed Compensation
| Component | Amount/Terms | Period |
|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 | FY2025 |
| Audit Committee Chair fee increase (approved) | +$15,000 per year (to align with peer group), effective following 2025 AGM | Approved May 2025 |
| Fiona Beck – Fees Earned (cash) | $75,000 | FY2025 |
| Director equity (historical policy) | No routine annual grants; discretionary new-director grants have occurred | Through FY2025 |
Performance Compensation
| Item | Detail |
|---|---|
| New director grants (Feb 14, 2025) | 5,000 RSUs to each of Batungbacal, McGinnis, Zhuang; 25% vest quarterly starting Apr 1, 2025 |
| Post-AGM annual equity (approved) | Chairman: 4,500 units; Tenured directors: 4,166 units; New directors: pro-rata; 50% RSUs, 50% PSUs; PSUs tied to Total Shareholder Return vs peers |
| PSU performance structure (Nov 8, 2024 program) | TSR vs peer group; three performance periods: 1-year (vest Sept 30, 2025), 2-year (vest Sept 30, 2026), 3-year (vest Sept 30, 2027); up to 2x target earnout; aggregate vest value capped at 5x grant-date fair value |
| LTIP guardrails (A&R 2020 LTIP) | Non-employee director annual comp limit $450k ($900k first year); double-trigger acceleration upon termination without cause within two years after a change in control; explicit prohibition on repricing/cash exchange of underwater options/SARs without shareholder approval; dividends only on vesting; clawback updates and whistleblower protections |
Other Directorships & Interlocks
| Company | Relationship to IBEX | Notes |
|---|---|---|
| Ocean Wilsons Holding Ltd. | None disclosed | External public board; no related-party transactions disclosed involving Beck |
| Oakley Capital Investments Ltd. | None disclosed | External public board; no related-party transactions disclosed involving Beck |
| Atlas Arteria International Ltd. | None disclosed | External public board; no related-party transactions disclosed involving Beck |
Expertise & Qualifications
- Chartered accountant with deep finance and technology governance expertise; designated audit committee financial expert.
- 13 years as CEO of a telecom infrastructure company (submarine fiber), plus fintech/technology ecosystem experience through Bermuda BDA.
- Global operations, compliance, and governance background; education in finance/accounting (University of Waikato).
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 11,500 shares (<1%) as of Oct 3, 2025 |
| Stock awards outstanding (as of Jun 30, 2025) | None |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged as collateral | Company prohibits pledging; no pledging disclosed for Beck |
| Ownership guidelines | Not disclosed in proxy |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; robust AC remit including monthly whistleblower oversight and 10-Q approval; strong attendance; decontrolled status with majority-independent board; anti-hedging/pledging policy; LTIP adds PSUs tied to TSR with caps and anti-repricing—positive alignment features.
- Pay and alignment: In FY2025, Beck’s director compensation was entirely cash ($75,000), conservative versus peers; Board approved adding equity with 50% PSUs based on TSR, improving pay-for-performance linkage.
- Potential watch items: Multiple concurrent public directorships (three) increase oversight load; monitor for overboarding risks and continued high attendance/engagement. No related-party transactions or conflicts disclosed involving Beck.
- Risk indicators: No delinquent Section 16 filings noted for Beck; company-level clawback provisions updated in A&R 2020 LTIP; prohibition on hedging/pledging mitigates alignment risks.