Nicola Fraser
About Nicola Fraser
Nicola Fraser, age 49, has served on INBS’s Board since June 7, 2024 and is Chair of the Audit Committee; she is an active CPA (Texas) and holds the AICPA CGMA designation, with prior senior roles at JPMorgan Chase (Executive Director – Finance, Regulatory Capital, 2015–2018), Fannie Mae, and Deloitte, and is Managing Partner of NextKey Services LLC, a financial consulting firm co-founded in 2019 . The Board has determined she is independent under Nasdaq rules and qualifies as an “audit committee financial expert” per SEC definitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Executive Director – Finance, Regulatory Capital | 2015–2018 | Led regulatory capital and finance initiatives, significant transformations and compliance efforts |
| Fannie Mae | Senior executive positions | Not disclosed | Led financial transformations and regulatory compliance initiatives |
| Deloitte | Senior executive positions | Not disclosed | Led financial transformations and regulatory compliance initiatives |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| NextKey Services LLC | Managing Partner, Co‑founder | Since 2019 | Advises high‑growth companies on strategic financial matters |
Board Governance
- Independence: Board determined all directors (including Fraser) are independent under Nasdaq rules .
- Audit Committee: Fraser chairs; committee members are Fraser, Steven Boyages, and Jonathan Hurd; she is designated an audit committee financial expert .
- Attendance: In FY ended June 30, 2024, the Board met 12 times and acted by written consent 7 times; each incumbent director attended at least 75% of Board and committee meetings held during their service .
- Committee meetings FY 2024: Audit (4), Compensation (2, plus 2 written consents), Nominating (1, plus 1 written consent) .
| Committee | Fraser’s Role | FY 2024 Meetings | Membership Detail |
|---|---|---|---|
| Audit | Chair | 4 | Members: Fraser (Chair), Boyages, Hurd; Fraser designated “audit committee financial expert” |
| Compensation | Not a member | 2; acted by consent 2 times | Committee consists of Hurd (Chair), Isenberg, Boyages |
| Nominating & Corporate Governance | Not a member | 1; acted by consent 1 time | Committee consists of Boyages (Chair), Hurd, Isenberg |
Fixed Compensation
- Actual cash compensation earned as a non‑employee director:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees earned or paid in cash ($) | 3,667 | 55,625 |
| Stock Awards ($) | 0 | 0 |
| All other compensation ($) | 0 | 0 |
| Total ($) | 3,667 | 55,625 |
- Program terms (non‑employee director compensation):
| Effective Date | Board Retainer ($) | Chair Fees ($) | Member Fees ($) |
|---|---|---|---|
| Prior to Apr 1, 2024 | 30,000; +10,000 for Chairman of the Board; +10,000 for Financial Expert/Chair of Audit | Included above | No additional fees for committee membership |
| On/after Apr 1, 2024 | 40,000; +20,000 Chairman of the Board; +15,000 Financial Expert/Chair of Audit & Nominating; +5,000 Chair of Compensation | As noted | +5,000 for committee members unless chair |
| On/after Apr 1, 2025 | 40,000 base; plus highest of either Chair or Member schedule: Chair: Board 25,000; Audit 17,500; Compensation 15,000; Nominating 15,000 | As noted | Member: Audit 7,500; Compensation 12,500; Nominating 7,500 |
Performance Compensation
- No equity or option awards were reported for Fraser in FY 2024 or FY 2025 director compensation tables .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Stock Awards ($) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
Other Directorships & Interlocks
- No other public company directorships or committee positions were disclosed for Fraser in INBS’s proxy statements or 10‑K .
| Company | Role | Committees | Interlock/Relationship |
|---|---|---|---|
| None disclosed | — | — | — |
Expertise & Qualifications
- Audit committee financial expert; deep experience in financial reporting, regulatory capital, and compliance; CPA (Texas), CGMA .
- Background spans JPMorgan, Fannie Mae, Deloitte with leadership in transformations and regulatory compliance; current Managing Partner of NextKey Services LLC .
Equity Ownership
- Fraser was not listed as a beneficial owner of INBS common stock in the beneficial ownership tables as of March 18, 2025 and September 11, 2025; applicable percentages were based on 6,783,995 and 9,028,712 shares outstanding, respectively .
| As‑of Date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| March 18, 2025 | 0 | 0.00% (based on 6,783,995 shares outstanding) |
| September 11, 2025 | 0 | 0.00% (based on 9,028,712 shares outstanding) |
Governance Assessment
- Strengths: Independent director and Audit Committee Chair with SEC‑recognized “financial expert” designation; audit committee responsibilities include pre‑approval of audit services, oversight of auditor independence, and review/approval of related‑party transactions, strengthening financial reporting oversight . Board independence affirmed; governance disclosures emphasize majority independent Board and structured committee oversight of risk and controls .
- Engagement: FY 2024 attendance threshold (≥75% of meetings) was met by all incumbent directors; Fraser served part‑year beginning June 7, 2024, and chaired the Audit Committee with four meetings that fiscal year, indicating active committee engagement .
- Alignment: No director equity awards reported and zero beneficial ownership as of the latest reported dates may indicate limited “skin‑in‑the‑game” alignment for Fraser relative to some governance preferences; however, director cash compensation increased in FY 2025 with defined chair/member fee schedules reflecting expanded responsibilities .
- Clawback/Risk controls: INBS maintains a Dodd‑Frank‑aligned recoupment policy (focused on executive incentive compensation) and discloses award timing controls relative to MNPI, supporting a culture of accountability and risk awareness that the Audit Committee oversees .
- RED FLAGS: No related‑party transactions involving Fraser or NextKey were disclosed; nonetheless, as Audit Chair and a consulting firm principal, continued monitoring for any potential engagements between INBS and NextKey remains prudent given the committee’s mandate to review related‑party transactions (none disclosed) .