John Fargis
About John Fargis
John Fargis, 58, is an independent director of Ispire Technology Inc. and has served on the board since April 2023, bringing Asia-Pacific market entry and strategy experience across enterprise software and emerging markets . He holds a B.A. in Medieval Studies (Wesleyan University, 1988), an M.S. in Special Education (Hunter College, 1992), and an M.A. in Law and Diplomacy focused on international consulting (The Fletcher School, 1998) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BYG Advantage (Beijing) | Co-founder & Principal | Since Jun 2014 | Asia-Pacific business development; clients include Hashicorp, Trustonic, Tomorrow.io, EF |
| Dustybrine LLC (NY) | Founder | Not specified | Market entry consulting |
| Hult International Business School | Professor (Management, Strategy, Emerging Markets) | Since Feb 2014 | Teaches strategy, leadership, operations, big data |
| Adjunct Professor (Shanghai) | Adjunct Professor of Strategy & China History | Since Jan 2014 | Teaching engagement |
| Hortonworks | Principal Asia-Pacific | Since 2014 | Regional leadership (company history not disclosed in proxy) |
| Kaseya | EVP & General Manager | Mar 2010–Dec 2013 | Established and ran offices in Beijing, Seoul, Tokyo, Hong Kong; company purchased by Insight Venture Partners in Jun 2013 |
| On2 Technologies | VP Sales & GM Asia | 2007–Apr 2010 | Company acquired by Google in Feb 2010 |
| Global IP Solutions (GIPS) | GM Asia Pacific | Aug 2005–Oct 2007 | Oversaw sales/business development for VOIP tech used by Skype, Google, AOL, Tencent |
| SiMa Systems | CEO | Jan 2004–Jul 2005 | Led funding and alliance strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BYG Advantage | Co-founder & Principal | Since Jun 2014 | Market analysis/entry/acceleration; government relations |
| Dustybrine LLC | Founder | Not specified | Market entry consulting |
| Hult International Business School | Professor | Since Feb 2014 | Management and strategy courses |
| Adjunct (Shanghai) | Adjunct Professor | Since Jan 2014 | Strategy and China history |
| Hortonworks | Principal Asia-Pacific | Since 2014 | Regional leadership |
Board Governance
- Independence: The board determined that John Fargis is independent under Nasdaq Rule 5605(a)(2) .
- Committees: Member of Audit, Compensation, and Nominating & Corporate Governance committees; chairs are Brent Cox (Audit), Brent Cox (Compensation), and Co-CEO Tuanfang Liu (Nominating), respectively .
- Attendance/Engagement: FY2024—the board met 7 times; Audit met 6 times; Nominating & Corporate Governance and Compensation did not meet; all directors attended the prior annual meeting (individual attendance rates not disclosed) .
- Controlled company and independence exceptions: As a controlled company, non-independent Co-CEO Tuanfang Liu chairs the Nominating & Corporate Governance Committee, with Fargis and Cox as independent members .
- Related-party oversight: Audit Committee (including Fargis) reviews and approves related-party transactions and pricing per supply agreements, a material governance function given majority sourcing from Shenzhen Yi Jia (controlled by the Co-CEO) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $36,000 | Director fees earned in FY2024 |
| Stock Awards | $48,000 | Shares awarded; fully vested stock grants |
| Total | $84,000 | FY2024 director compensation |
| Non-Employee Director Policy (approved Dec 2, 2024) | Amount | Timing/Formula |
|---|---|---|
| Cash Retainer | $50,000 per year | Prorated if not serving full quarter |
| Equity Grant (Board service) | $41,250 per calendar quarter | Fully vested shares; allocated via prior quarter VWAP; must be serving on last day of quarter |
| Equity Increment (Audit Committee service) | $2,500 per quarter | Fully vested shares; VWAP formula |
| Equity Increment (Comp Committee service) | $1,875 per quarter | Fully vested shares; VWAP formula |
| Equity Increment (Nominating Committee service) | $1,250 per quarter | Fully vested shares; VWAP formula |
Performance Compensation
| Feature | Details |
|---|---|
| Performance-based pay | Not disclosed for directors; quarterly equity is fully vested and formula-based, not performance-conditioned . |
| Grant mechanics | Equity grants use VWAP of prior quarter to determine number of shares; awarded at quarter-end if in service . |
| Clawback policy | Company-wide clawback adopted Nov 27, 2023; applies to incentive compensation (including equity) upon material restatements in line with Section 10D and Nasdaq rules . |
| Clawback enforcement status | Company restated FY2023 and certain FY2024 quarters; determined no erroneously awarded compensation to recover under the policy . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for John Fargis . |
| Interlocks with ISPR competitors/suppliers/customers | None disclosed; Audit Committee oversees related-party transactions involving Shenzhen Yi Jia (controlled by Co-CEO) . |
Expertise & Qualifications
- Asia-Pacific growth and market-entry expertise across enterprise software and data platforms .
- Senior operating roles in technology companies (Kaseya, On2, GIPS), including overseeing regional buildouts and exits (On2 acquisition by Google; Kaseya sale to Insight) .
- Academic credentials spanning strategy and international consulting (Fletcher M.A.), management teaching at Hult, and China-focused adjunct role .
- Not designated as an audit committee financial expert (committee experts are Brent Cox and Christopher Burch) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John Fargis | 19,421 | Less than 1% | Based on 57,145,455 shares outstanding (May 9, 2025) |
| Ownership guidelines | Not disclosed for directors . | — | — |
| Hedging/Pledging | Insider Trading Policy requires pre-clearance; short sales, puts/calls discouraged; no explicit hedging prohibition disclosed . | — | Potential misalignment risk given no explicit ban . |
Governance Assessment
- Positives: Independent director serving on all three key committees; participates in oversight of related-party pricing and approvals, which is critical given the company’s reliance on Shenzhen Yi Jia for manufacturing .
- Concerns/RED FLAGS: Controlled company structure with Co-CEO chairing Nominating & Corporate Governance; Compensation and Nominating committees reported no meetings in FY2024 despite significant governance responsibilities; Insider Trading Policy lacks an explicit hedging prohibition; recent material weaknesses and restatements elevate oversight demands on the Audit Committee .
- Alignment: Fargis’s FY2024 director pay ($84,000 total; 57% equity) and modest share ownership (<1%) suggest some equity participation but limited “skin in the game” relative to the controlling shareholders; quarterly equity grants are fully vested and not performance-based, reducing pay-for-performance linkage for directors .
- Attendance signal: Board met 7 times, Audit met 6 times in FY2024, and all directors attended the prior annual meeting; individual attendance rates are not disclosed, limiting granular assessment of engagement .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance | Company states all officers, directors, and 10% holders filed required ownership reports . |
| Form 4 transactions | Not provided in the proxy; no transaction detail disclosed in DEF 14A . |