Karen Batungbacal
About Karen Batungbacal
Karen Batungbacal, age 64, has served as an independent director of IBEX since January 20, 2025; she chairs the Compensation Committee. She holds an M.A. in Chemical Engineering from Princeton University and a B.S. in Chemical Engineering from the University of Notre Dame. Her selection emphasized executive leadership in shared services/BPO, and deep industry experience across financial services and healthcare.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenet Healthcare | Country Head, Global Business Center | Nov 2019–Oct 2020 | Led GBS operations (healthcare domain) |
| UnitedHealth Group (Optum Global Services) | SVP | Mar 2018–Aug 2019 | Global shared services leadership (healthcare) |
| QBE Insurance | Executive General Manager | Oct 2013–Oct 2017 | Financial services operations leadership |
| JPMorgan Chase & Co. | Managing Director | Aug 2010–Jul 2012 | Offshoring/outsourcing leadership experience |
| ICT Group Philippines | President | 2004–2010 | BPO operations leadership |
| Source One Asia | Chief Executive Officer | 2002–2004 | BPO/outsourcing operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CEO Advisor Inc. | Partner | Since Jun 2023 | Advisory leadership |
| Management Association of the Philippines | Secretary and Governor | Since Jan 2023 | Governance in national business association |
| Call Center Studio | Board of Advisors | Current | BPO tech advisory |
| Virlanie Foundation, Inc. | Board of Trustees | Current | Non-profit governance |
| IT & Business Process Association of the Philippines, Inc. | Board of Trustees | Current | Industry association oversight |
| Gallagher Insurance Philippines | Director | Current | Financial services board role |
| Fuse Financing Inc. | Director | Current | Financial services/fintech board role |
| Other public company boards | None | — | No current public company directorships |
Board Governance
- Independence: The Board determined Batungbacal is independent under Nasdaq standards; Audit Committee members also meet SEC/Nasdaq independence.
- Committee assignments: Compensation Committee (Chair); Compensation Committee consists of Batungbacal and Mingzhe (JJ) Zhuang (both independent).
- Board & committee activity: FY ended Jun 30, 2025—Board held 10 meetings; Audit 5; Compensation 2; Corporate Governance 1.
- Attendance: Each director attended at least 75% of Board/committee meetings during the period served; seven directors attended the Dec 5, 2024 AGM.
- Governance controls: Prohibitions on hedging and pledging of company securities for directors and employees (zero-cost collars, margin accounts, pledges, etc.).
Fixed Compensation
| Component | Policy / Amount | FY2025 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 (non-employee directors) | $33,266 (pro-rata for time served) | Paid monthly; travel reimbursement per policy |
| Committee chair fees | Audit Chair +$15,000 (effective after AGM) | N/A (Comp Chair; no disclosed chair fee uplift) | Board approved following Compensation Committee recommendation |
Performance Compensation
| Grant | Grant Date | Type | Shares/Units | Vesting | Performance Metrics | Grant-date FV |
|---|---|---|---|---|---|---|
| New director award | Feb 14, 2025 | RSUs | 5,000 | 25% vest quarterly, commencing Apr 1, 2025 | Service-based | $136,500 |
| FY2026 annual director program (approved) | Post-AGM 2025 | RSUs + PSUs | Chairman: 4,500; Tenured: 4,166; New: pro-rata | Plan-defined | PSUs based on IBEX TSR vs peer companies (relative TSR) | Not disclosed |
| PSU structure (company-wide grants) | Nov 8, 2024 | PSUs | Target earned over three performance periods | 1/3 eligible to vest each: Sep 30, 2025 (1-yr), Sep 30, 2026 (2-yr), Sep 30, 2027 (3-yr) | Relative TSR vs peer indices/companies; up to 2x target earned; max value cap 5x grant-date FV | Not disclosed |
Plan-level protections and signals:
- Non-employee director total annual compensation limit $450,000; first-year limit $900,000.
- Change-in-control: Immediate vesting/exercisability at closing for certain awards; double-trigger acceleration if terminated without cause within two years following change-in-control for continued/assumed awards.
- Clawback and whistleblower: A&R 2020 LTIP revises clawback provisions and adds whistleblower protections.
- Repricing prohibition: Explicitly prohibits repricing/cash-out of underwater options/SARs without shareholder approval.
- Dividend accrual restriction: No dividends/dividend equivalents paid unless and until awards vest; no dividends on options/SARs.
Other Directorships & Interlocks
| Category | Companies | Notes |
|---|---|---|
| Current public boards | None | No disclosed public company interlocks |
| Private/non-profit boards | Call Center Studio; Gallagher Insurance Philippines; Fuse Financing Inc.; Virlanie Foundation; IBPAP | No disclosed related-party transactions involving Batungbacal; related-party items in proxy primarily involve TRGI arrangements. |
Expertise & Qualifications
- Technical/industry: Global operations in BPO/shared services; domain experience in healthcare and financial services; selection rationale emphasizes operational and industry expertise aligned to IBEX markets.
- Education: Princeton M.A. (Chemical Engineering); Notre Dame B.S. (Chemical Engineering).
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 1,875 | Oct 3, 2025 | SEC beneficial ownership table |
| Outstanding RSUs | 4,375 | Jun 30, 2025 | Reflects unvested RSUs from Feb 14, 2025 grant |
| Hedging/pledging | Prohibited | Policy | Insider Trading Policy prohibits hedging/pledging/margin accounts |
Insider filings and transactions:
| Filing/Transaction | Date | Type | Securities Transacted | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| Initial ownership | Jan 28, 2025 | Form 3 | — | — | |
| RSU award (director grant) | Feb 14, 2025 | Form 4 (Award) | 5,000 | 5,000 |
Governance Assessment
- Strengths: Independent director; Compensation Committee chaired by Batungbacal with independent membership; use of independent compensation consultant (Exequity) and modernization of director equity program; robust LTIP provisions (double-trigger CIC, clawback, no repricing, dividend restrictions); strong anti-hedging/pledging policy.
- Engagement: Board met 10 times in FY2025; directors met 75%+ attendance; AGM attendance evidenced.
- Alignment: Introduction of annual RSU/PSU grants for directors linked to relative TSR improves pay-for-performance alignment; director compensation caps reduce inflation risk.
- Potential conflicts/red flags: No director-specific related-party transactions disclosed involving Batungbacal; related-party items relate primarily to TRGI office sublease and benefits participation. No hedging/pledging permitted. No attendance or compensation anomalies disclosed for Batungbacal in FY2025.