AGILYSYS INC
For the period ended Jul 26, 2024. Filed Jul 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 26, 2024 · Filed Jul 26, 2024
Contents
Pay Versus Performance
The following table shows the total compensation for our named executive officers (“NEOs”) for the past four fiscal years as set forth in the Summary Compensation table, the “compensation actually paid” (or “CAP”) to our principal executive officer (“PEO”), and on an average basis, to our other NEOs (in each case, as determined under SEC rules), our Total Stockholder Return (“TSR”), the TSR of companies listed in the SIC Code 7373 - Computer Integrated Systems Design (our peer group for this purpose), our GAAP net income (loss), and our Company Selected Metric results (GAAP net revenue).
| FiscalYear endedMarch 31,(a) | Summarycompensationon table totalfor PEO($)(b)(1) | Compensationactually paidto PEO($)(c)(2) | Averagesummarycompensationon table totalfor non-PEO NEOs($)(d)(3) | Averagecompensationactually paidto non-PEO NEOs($)(e)(2) | Totalstockholderreturn($)(4) | Peer grouptotalstockholderreturn($)(4) | Net income(loss)(in thousands)($) | Net revenue(in thousands)($)(5) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 1,249,366 | 989,700 | 771,804 | 774,745 | 404.43 | 61.58 | 86,195 | 237,464 |
| 2023 | 5,836,288 | 9,323,318 | 605,203 | 1,791,185 | 394.01 | 11.64 | 14,582 | 198,065 |
| 2022 | 822,789 | (205,682) | 403,998 | 416,487 | 138.80 | 42.08 | 6,478 | 162,636 |
| 2021 | 348,447 | 10,333,284 | 1,342,437 | 3,148,920 | 187.19 | 34.69 | (21,001) | 137,176 |
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Srinivasan (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2024.”
(2)
The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan for named executives, so no adjustment for pension benefits is included in the table below. The following table details these adjustments:
| FiscalYear endedMarch 31,(a) | Executives | SCT TotalCompensation($)(A) | Grantdatevalue ofnewawards($)(B) | Year-endvalue ofnew awards($)(i) | Change invalue ofpriorawardsthat areunvested($)(ii) | Change invalue ofvestedawardsgranted inprior fiscalyears($)(iii) | Value ofvestedawardsgrantedduringfiscal year($)(iv) | Value ofunvestedawardsforfeitedduringfiscal year($)(v) | TotalequityCAP(C)=(i)+(ii)+(iii)+(iv)+(v)($) | CAP(D)=(A)-(B)+(C)($) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | PEO | 1,249,366 | 630,000 | — | (192,038) | (67,628) | 630,000 | — | 370,334 | 989,700 |
| Other NEOs | 771,804 | 259,513 | 240,689 | 23,888 | (2,123) | — | — | 262,453 | 774,745 | |
| 2023 | PEO | 5,836,288 | 5,219,824 | 5,027,042 | — | 3,319,813 | 360,000 | — | 8,706,855 | 9,323,318 |
| Other NEOs | 605,203 | 195,125 | 669,074 | 130,734 | 581,299 | — | — | 1,381,107 | 1,791,185 | |
| 2022 | PEO | 822,789 | 204,000 | — | (1,019,476) | (8,995) | 204,000 | — | (824,471) | (205,682) |
| Other NEOs | 403,998 | 99,375 | 101,195 | 41,643 | (30,975) | — | — | 111,864 | 416,487 | |
| 2021 | PEO | 348,447 | 180,000 | — | 8,578,180 | 1,406,657 | 180,000 | — | 10,164,837 | 10,333,284 |
| Other NEOs | 1,342,437 | 1,094,854 | 182,613 | 125,012 | 495,753 | 2,150,273 | (52,315) | 2,901,337 | 3,148,920 |
A.
The dollar amounts reported in the Summary Compensation table for the applicable fiscal year (on an average basis for the non-PEO NEOs).
B.
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" columns in the Summary Compensation table for the applicable year (on an average basis for the non-PEO NEOs).
C.
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following (on an average basis for the non-PEO NEOs):
(i)
the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
(ii)
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
(iii)
for awards that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year; and
(iv)
for awards that are granted and also vest in the applicable year, the fair value as of the vesting date. The valuation assumptions and processes used to recalculate fair values used a consistent process and did not materially differ from those disclosed at the time of the applicable grant; and
(v)
for awards that forfeit in the applicable year, the fair value as of the end of the prior fiscal year.
D.
“Compensation Actually Paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
(3)
The dollar amounts reported in column (d) are the average amounts of total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2024.” For each of years ended March 31, 2024, 2023, 2022 and 2021, the non-PEO NEOs were:
2024 Proxy Statement | 43
EXECUTIVE COMPENSATION
| Year ended March 31, | Non-PEO NEOs |
| 2024 | Dave Wood, Don DeMarinis, Sridhar Laveti, Sethuram Shivashankar |
| 2023 | Dave Wood, Kyle Badger, Prabuddha Biswas, Don DeMarinis |
| 2022 | Dave Wood, Kyle Badger, Don DeMarinis, Chris Robertson |
| 2021 | Dave Wood, Kyle Badger, Prabuddha Biswas, Don DeMarinis, Tony Pritchett |
(4)
TSR is determined based on the value of an initial fixed investment of $100 at market close on the last trading before April 1, 2020. The TSR peer group consists of the companies listed in the SIC Code 7373 - Computer Integrated Systems Design.
(5)
Our company-selected measure is GAAP revenue.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.