Dave Wood
About Dave Wood
Dave Wood is Senior Vice President and Chief Financial Officer of Agilysys (AGYS), serving as CFO since June 1, 2020 after progressing through VP Corporate Strategy & IR, VP Finance, and FP&A leadership roles at AGYS; prior experience includes finance roles at NCR and Radiant Systems . Education and age were not disclosed in the company’s filings reviewed. During FY2024–FY2025, AGYS delivered strong top-line and profitability trends used to determine incentive payouts: revenue grew 19.9% in FY2024 and 16.1% in FY2025, with Adjusted EBITDA improving from 15.6% to 19.5% of revenue, supporting above-threshold bonus outcomes for NEOs including the CFO . Shareholders strongly endorsed executive pay programs with Say‑on‑Pay approvals of ~99% (2023 meeting) and ~98% (2024 meeting), indicating broad support for compensation alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agilysys | Senior Vice President & Chief Financial Officer | Jun 2020 – present | Leads corporate finance, capital allocation, investor relations, and supports growth/profitability objectives . |
| Agilysys | VP – Corporate Strategy & Investor Relations | Jun 2019 – May 2020 | Led strategic planning and investor communications during scaling of SaaS business . |
| Agilysys | VP – Finance | Jun 2017 – Jun 2019 | Managed financial planning and operations finance . |
| Agilysys | Sr. Director, FP&A | Jun 2016 – Jun 2017 | Enterprise FP&A leadership . |
| Agilysys | Director, FP&A | Aug 2013 – Jun 2016 | Business-unit planning and analysis . |
| Agilysys | Controller, Hospitality Division | 2011 – (pre-2013) | Division controllership and accounting leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NCR | Senior Manager (Finance/Accounting) | Pre-2011 | Corporate finance and accounting functions . |
| Radiant Systems | Senior Manager (Finance/Accounting) | Pre-2011 | Finance/Accounting roles prior to acquisition by NCR . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 310,000 | 350,000 |
| Target Annual Bonus (% of Salary) | 50% | 50% |
| Actual Annual Bonus Paid ($) | 162,800 (105% of target) | 145,250 (83% of target) |
| All Other Compensation ($) | 19,581 | 25,988 |
Performance Compensation
- Annual incentive design (Dave Wood): single metric (Revenue) with an Adjusted EBITDA “gate”; payouts scaled by revenue attainment; CEO’s plan paid in stock while other NEOs, including CFO, receive cash .
Annual incentive framework and outcomes:
| Component | Weight | Threshold | Target | Maximum | Actual Result | Payout vs Target |
|---|---|---|---|---|---|---|
| FY2024 Revenue ($M) | 100% | 225 (20–50%) | 235 (50–100%) | 250 (65–150%) | 237.5 | 105% (cash) |
| FY2024 Adjusted EBITDA (% Rev) gate | — | ≥14% | — | — | 15.6% | Gate met |
| FY2025 Revenue ($M) | 100% | 272 (20–50%/NEOs) | 282 (50–100%/NEOs) | 291 (55% max/NEOs) | 275.6 (65% achievement) | 83% after discretion (cash) |
| FY2025 Adjusted EBITDA (% Rev) gate | — | >18% post-bonus | — | — | 19.5% | Gate met; committee exercised upward discretion |
Long-term equity awards (CFO):
| Grant Date | Instrument | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Nov 15, 2023 | Restricted Stock | 4,265 | 387,475 | 3-year ratable from first anniversary |
| Nov 22, 2024 | RSUs | 4,015 | 551,982 | 3-year ratable; see schedule below |
Vesting schedules (as of Mar 31, 2025):
- Restricted Stock (2012–2024 awards): 1,065 (Jun 30, 2025), 1,986 (Oct 31, 2025), 1,422 (Oct 31, 2026) .
- RSUs (aggregate): 1,338 (Oct 31, 2025), 1,338 (Oct 31, 2026), 1,339 (Oct 31, 2027) .
Options/SSARs:
| Grant Date | Type | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|---|
| Nov 19, 2020 | Option/SSAR | 2,528 | — | 20.02 | Jun 2, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 47,288 shares; includes options/SSARs vesting within 60 days and 3,408 restricted shares; excludes 4,015 RSUs; <1% of outstanding . |
| Vested vs Unvested | Unvested overhang includes restricted stock and RSUs per schedules above . |
| Options – Exercisable | 2,528 at $20.02 strike, expiring 6/2/2027 . |
| In-the-money value | Market values for unvested awards disclosed (e.g., 4,015 RSUs valued $291,248 at $72.54 on 3/31/25) . |
| Ownership Guidelines | Executives must hold stock equal to 3x base salary; all executives met guidelines as of May 2025 . |
| Hedging/Pledging | Company states it does not have practices or policies regarding hedging/offsetting decreases in value; no pledging disclosures found . |
Employment Terms
| Provision | CFO Term |
|---|---|
| Agreement | Employment agreement in place; standard NEO terms (non-CEO) . |
| Severance (No Cause/Good Reason, non‑CoC) | 12 months’ base salary plus 12 months COBRA reimbursement . |
| Change in Control (Double Trigger) | 12 months’ salary plus pro‑rata portion of target annual incentive and 12 months COBRA reimbursement . |
| Illustrative Payable (as of 3/31/25) | Termination without cause: $350,000 salary-equivalent + $35,798 COBRA; CoC double-trigger: $525,000 salary+incentive + $35,798 COBRA; equity accelerates per plan (see below) . |
| Equity Acceleration | Company-wide plan accelerates unvested equity upon CoC (subject to one‑year holding unless qualified termination); also vests on death/disability . |
| Restrictive Covenants | 12‑month non‑compete and non‑solicit; indefinite confidentiality . |
| Tax Gross‑ups | None for Named Executive Officers . |
| Clawback | Policy aligned to Nasdaq Rule 10D‑1; 3‑year lookback for restatements . |
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| GAAP Revenue ($M) | 237.5 | 275.6 |
| Adjusted EBITDA ($M) | 37.1 | 53.8 |
| Adjusted EBITDA Margin (%) | 15.6% | 19.5% |
| Say-on-Pay Approval | ~99% (2023 meeting) | ~98% (2024 meeting) |
Notes:
- Compensation Committee discretion increased FY2025 payouts to 83% of target given strong profitability, and it also exercised discretion in FY2023 to pay 60% despite an EBITDA gate shortfall—indicating a willingness to balance growth investments with incentive outcomes .
Compensation Structure Analysis
- Mix and risk: Variable pay “at risk” remained substantial (50–68% for NEOs), with CFO targets at 50% of salary and significant multi-year equity grants to align with shareholders .
- Metric rigor: Revenue-only weighting with an EBITDA gate emphasizes growth but avoids rewarding unprofitable expansion; FY2025 tightened gate to >18% EBITDA vs 14% in FY2024, indicating increased profitability discipline .
- Discretion: Committee applied positive discretion in FY2025 and FY2023—reasonable given profitability progress (FY2025) and growth investments (FY2023), but investors should monitor continued use of discretion versus formulaic outcomes .
- Equity design: CFO awards are time-vested RS/RSUs over three years; CEO maintains additional performance-vested RSUs with stock price hurdles ($100/$115), reinforcing top-of-house pay-for-performance .
- Governance: Double-trigger CoC, no excise tax gross-ups, and a Nasdaq‑compliant clawback are positive; absence of a formal hedging prohibition could be a governance gap to address .
Equity Ownership & Alignment (Detail)
| Category | Shares/Value |
|---|---|
| Beneficially Owned (CFO) | 47,288 shares; <1% of outstanding . |
| Restricted Stock (Unvested) | 3,408 shares (included in beneficial ownership); scheduled vesting through 2026 . |
| RSUs (Unvested) | 4,015 units; vest in three equal installments 2025–2027 . |
| Options/SSARs (Exercisable) | 2,528 at $20.02 (exp. 6/2/27) . |
| Market Value of Unvested Awards (3/31/25) | Illustrative values provided (e.g., $291,248 for 4,015 RSUs at $72.54) . |
| Ownership Guideline Compliance | All executives met guidelines; CFO guideline = 3x salary (policy) . |
Employment Terms (Detail)
| Scenario (as of 3/31/25) | Base/Bonus Cash | Health (COBRA) | Equity |
|---|---|---|---|
| Termination w/o Cause (CFO) | $350,000 | $35,798 | No automatic acceleration (outside CoC) . |
| CoC + Qualifying Termination (CFO) | $525,000 | $35,798 | Acceleration per plan; additional amounts shown in table ($615,720 equity) . |
| Death/Disability (CFO) | — | — | Equity vests; $615,720 illustrative value . |
Investment Implications
- Alignment: The CFO’s pay design ties cash incentives to revenue with a profitability gate and uses multi-year equity; guideline compliance and double-trigger CoC protections support shareholder alignment .
- Near-term supply/vesting: A visible vesting runway (notably in 2H FY2025 and through FY2027) and modest outstanding options suggest manageable insider selling pressure; monitor Form 4s around vest dates for liquidity-driven sales .
- Governance positives/risks: Strong Say‑on‑Pay results, clawback, and no gross-ups are positives; the stated absence of a hedging policy could be improved to reduce misalignment risk .
- Execution profile: Company-level revenue and margin expansion supported above-threshold payouts, consistent with the plan design; continued operating leverage (EBITDA >18% gate) would reinforce sustained incentive alignment in FY2026+ .
No related‑party transactions involving Dave Wood were disclosed; the company reported none requiring disclosure in FY2024–FY2025 .