Mingzhe Zhuang
About Mingzhe (JJ) Zhuang
Mingzhe “JJ” Zhuang, age 56, is an independent director of IBEX and a member of the Compensation Committee. He joined the Board on December 5, 2024 and brings 20+ years of deep technical expertise in cloud computing and artificial intelligence, including senior engineering leadership roles at Instacart and Microsoft and as CTO/co‑founder at Acompli (Outlook mobile) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Instacart | VP Engineering, Fulfillment; VP Engineering, Infrastructure; Chief Architect | 2018–2024 | Led fulfillment/infrastructure engineering; served as Chief Architect guiding platform scale |
| Microsoft | Partner Architect; Distinguished Engineer (via Acompli acquisition) | 2015–2018 | Senior technical leadership in mobile/cloud post‑acquisition |
| Acompli | Co‑founder; Chief Technology Officer | 2013–2014 | Built what became Outlook mobile; drove product architecture |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dover Tree Tech, Inc. | Director | Since 2018 | Privately held technology company |
| Ginko Technology Inc. | Director | Not specified (listed) | Privately held technology company |
| Web Performance Tools, Inc. | Director | Since 2022 | Privately held technology company |
| Intelligent Apps Group Inc. | Director | Since 2024 | Privately held technology company |
| Pretty Good AI Inc. | Director | Since 2025 | Privately held technology company |
| Other public boards | None | N/A | No current public company directorships |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee chaired by Karen Batungbacal; members are independent directors .
- Independence: Board determined Zhuang is independent under Nasdaq listing standards; Audit Committee also fully independent .
- Attendance: Each director attended at least 75% of Board/committee meetings held during their service; FY2025 Board held 10 meetings; Audit 5; Compensation 2; Corporate Governance 1 .
- Controlled company transition: IBEX ceased to be a “controlled company” on Nov 19, 2024 after repurchase from TRGI; fully phased out exemptions by June 16, 2025 .
- Hedging/pledging: Company policy prohibits hedging and pledging of IBEX securities by directors/officers .
| Committee | Membership | Chair? |
|---|---|---|
| Compensation | Member (Mingzhe Zhuang) | No (Chair: Karen Batungbacal) |
| Audit | Not a member | Chair: Fiona Beck |
| Corporate Governance | Not a member | Chair: Mohammed Khaishgi |
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $75,000 | Paid monthly | Standard Board/committee service retainer |
| FY2025 fees earned (Zhuang) | $42,742 | FY2025 actual | Reflects partial‑year service and onboarding timing |
| Reimbursements | Reasonable travel expenses | As incurred | Per expense policy |
Performance Compensation
| Award Type | Grant Date | Units | Vesting | Grant Date Fair Value | Performance Metric / Structure |
|---|---|---|---|---|---|
| RSUs (new director grant) | Feb 14, 2025 | 5,000 | 25% quarterly, starting Apr 1, 2025 | $136,500 | Service‑based RSUs; onboarding grant to Batungbacal, McGinnis, Zhuang |
| RSUs outstanding (as of 6/30/2025) | N/A | 4,375 | Unvested balance at FY‑end | N/A | RSUs outstanding for Zhuang at FY‑end |
| Annual director equity (policy approved) | Post‑AGM 2025 | Chairman: 4,500; Tenured directors: 4,166; New directors: pro‑rata | 50% RSUs; 50% PSUs | N/A | PSUs tied to IBEX TSR vs peer companies; mix adopted to align with peer practices |
| PSU design (company‑wide grants) | Nov 8, 2024 | Target PSUs per grantee | 1/3 vests based on 1‑yr TSR (FY2025), 1/3 on 2‑yr TSR (FY2026), 1/3 on 3‑yr TSR (FY2027) | Monte Carlo for executives; director PSU mix approved May 2025 | Relative TSR vs peer indices; up to 2x target over 3 years; value cap at 5x grant‑date fair value |
- Plan safeguards: Amended & Restated 2020 LTIP prohibits option/SAR repricing without shareholder approval; strengthens clawbacks; adds default double‑trigger vesting protection for terminations without cause within two years post‑change‑in‑control; sets non‑employee director annual compensation cap at $450,000 ($900,000 in first year) .
- Compensation consultant: Exequity LLP engaged; recommended audit chair fee increase and adoption of annual director equity to align with peers; Board approved changes in May 2025 .
Other Directorships & Interlocks
- Public-company boards: None (reduces interlock risk across public competitors/customers) .
- TRGI linkage history: Zhuang was initially appointed by TRGI as a designated director and reappointed by the Board on Dec 31, 2024 after TRGI revoked designations; IBEX repurchased shares from TRGI (now ~13% holder), and Board affirmed Zhuang’s independence; related TRGI arrangements (DC sublease; benefit plan access) exist but no transaction disclosed as involving Zhuang personally .
Expertise & Qualifications
- BS, Shanghai Jiao Tong University; 20+ years tech industry experience; deep technical background in cloud computing and AI .
- Senior engineering leadership and architecture roles (Instacart, Microsoft/Outlook mobile); brings product scaling, infrastructure, and AI/ML expertise to the Board and Compensation Committee deliberations .
Equity Ownership
| Holder | Shares Owned | Derivatives/Other | Percent of Outstanding | Notes |
|---|---|---|---|---|
| Mingzhe (JJ) Zhuang | 1,875 common shares | RSUs outstanding: 4,375 (as of 6/30/2025) | * (less than 1%) | Beneficial ownership as of Oct 3, 2025; RSUs are not counted as beneficial unless within 60 days exercisable/settled |
- Shares pledged: None disclosed; policy prohibits pledging/hedging by directors .
- Shares outstanding basis: 13,467,175 common shares as of Oct 3, 2025 .
Insider Trades & Section 16 Compliance
| Filing | Detail | Note |
|---|---|---|
| Form 3 | Initial ownership filing was late | Company disclosure of late Form 3 for Mingzhe Zhuang and Andreas Wilkens |
Governance Assessment
- Strengths: Independent director; active Compensation Committee member; director equity program introduces PSUs tied to relative TSR, improving pay‑for‑performance alignment; anti‑hedging/pledging, clawback, and anti‑repricing provisions enhance governance; Board majority independent and controlled‑company exemptions fully phased out .
- Engagement: Board/committee attendance ≥75%; Board/committee cadence FY2025 suggests regular oversight (Board 10; Compensation 2) .
- Alignment: FY2025 onboarding RSUs (5,000 units; $136,500 fair value) and adoption of annual RSU/PSU mix create direct shareholder value linkage; cash retainer consistent with peers post‑consultant review .
- Potential red flags/monitoring:
- Historical TRGI designation may raise perceived independence concerns, but Board explicitly determined independence post‑control change; monitor any future related‑party exposure given TRGI’s continuing shareholding and legacy arrangements (no personal involvement disclosed for Zhuang) .
- Late Form 3 indicates a minor process lapse; watch ongoing Section 16 compliance for timely reporting .
- Overall: Technical depth in AI/cloud adds valuable domain expertise to a BPO/technology‑enabled services board; compensation program evolution and governance safeguards support investor confidence, with low conflict indicators and increasing pay‑for‑performance rigor .