Donald Colvin
About Donald Colvin
Independent director at Agilysys since 2015; age 72. Audit Committee Chair and designated “audit committee financial expert.” Former CFO at ON Semiconductor and Caesars Entertainment; earlier finance leadership at Atmel, European Silicon Structures, and Motorola. Education: B.A. Economics (honors) and MBA, University of Strathclyde (Scotland). Determined independent by the Board in May 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment | Chief Financial Officer | Nov 2012 – Jan 2015 | Company entered bankruptcy in Jan 2015 (historical risk context). |
| ON Semiconductor | EVP & Chief Financial Officer | Apr 2003 – Oct 2012 | Capital structure and public company finance leadership. |
| Atmel Corporation | VP Finance & CFO | Not disclosed | Semiconductor finance leadership. |
| European Silicon Structures | Chief Financial Officer | Not disclosed | CFO experience in Europe-focused semiconductor. |
| Motorola Inc. | Various finance roles | Not disclosed | Global finance roles at blue-chip technology. |
| Applied Micro Circuits | Director | 2007 – 2011 | Board service at public semiconductor firm. |
| UTAC Holdings (private) | Director | Not disclosed | Director at Singapore technology company. |
External Roles
| Company | Role | Tenure | Listed Market/Notes |
|---|---|---|---|
| Viavi Solutions Inc. | Director | 2015–present | NASDAQ: VIAV; network test/monitoring. |
| Maxeon Solar | Director & Chairman of the Board | 2020–present | NASDAQ: MAXN; board leadership role. |
Board Governance
- Committee assignments: Audit Committee Chair; designated financial expert. Not a member of Compensation or Nominating Committees.
- Independence and engagement: Board determined Colvin independent (May 2025). Board held 7 meetings in FY2025; no director under 75% attendance; all directors attended the 2024 Annual Meeting.
- Board leadership: Independent Chairman (Michael A. Kaufman); separation of Chair and CEO roles.
| Committee | Role | Financial Expert | Meetings (FY2025) |
|---|---|---|---|
| Audit | Chair | Yes | 8 |
| Cybersecurity Risk Subcommittee | — | — | 4 (subcommittee of Audit; membership Jones/Mutch) |
| Compensation | — | — | 4 |
| Nominating & Corporate Governance | — | — | 3 |
Fixed Compensation
| Component | FY2025 Amount | FY2024 Amount | Details |
|---|---|---|---|
| Cash fees | $65,000 | $65,000 | Paid quarterly; includes committee chair/member retainers. |
| Equity grant (fair value) | $100,000 | $100,000 | 968 restricted shares (grant 5/21/2024, $103.30 close; vest 3/31/2025) ; 1,435 restricted shares (grant 5/24/2023, $69.65 close; vest 3/31/2024) |
| Total | $165,000 | $165,000 | Stable YoY director pay level. |
- Director stock ownership guidelines: Minimum 6x annual cash retainer within 5 years; 50% net shares retention until compliant; all directors and executives met guidelines as of May 2025.
Performance Compensation
- Directors receive time-based restricted shares; no director-specific performance metrics disclosed.
- Company’s FY2025 executive annual incentive metrics (context for pay-for-performance culture):
| Metric | Threshold | Target | Maximum | Actual FY2025 | Notes |
|---|---|---|---|---|---|
| Revenue | $272M | $282M | $291M | $275.6M | Payouts scaled; Adjusted EBITDA condition must be met. |
| Adjusted EBITDA (as % revenue, post incentives) | Condition: >18% | Condition: >18% | Condition: >18% | 19.5% | Condition attained. |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks |
|---|---|---|
| Viavi Solutions Inc. (VIAV) | Director | No AGYS related-party transactions disclosed since Apr 1, 2024. |
| Maxeon Solar (MAXN) | Director & Chair | No AGYS related-party transactions disclosed since Apr 1, 2024. |
- Compensation Committee interlocks: None; all members independent.
- Shareholder support: 2024 election votes for Donald Colvin—For 21,412,973; Withheld 1,447,992; Broker non-votes 2,178,640.
Expertise & Qualifications
- Deep public company finance leadership (CFO roles at ON Semiconductor and Caesars) and semiconductor industry experience.
- Hospitality industry exposure relevant to AGYS’s end market.
- Designated Audit Committee Financial Expert; strengthens oversight of audit, internal controls, and financial reporting.
- MBA and economics training (University of Strathclyde) underpin financial acumen.
Equity Ownership
| Holder | Shares Beneficially Owned | Excludes | % of Class | Date |
|---|---|---|---|---|
| Donald Colvin | 30,592 | 973 RSUs | Less than 1% | Record date 7/9/2025 (28,035,364 shares outstanding) |
Governance Assessment
- Strengths: Independent Audit Chair and financial expert designation; strong shareholder support in latest election; consistent attendance; clear committee charters; robust stock ownership guidelines with confirmed compliance.
- Compensation alignment signals: Director pay mix favors equity ($100k stock vs $65k cash); annual grants vest quickly but reinforce ownership guidelines; no meeting fees.
- RED FLAGS / watch items:
- Historical association with Caesars’ 2015 bankruptcy as CFO (context risk, though not an AGYS event).
- Company discloses it does not have hedging policies restricting employees/directors—potential misalignment risk if hedging occurs (no specific hedging by Colvin disclosed).
- Conflicts: No related-party transactions since April 1, 2024; Compensation Committee interlocks absent.
Appendix: Election Voting Detail (2024)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Donald Colvin | 21,412,973 | 1,447,992 | 2,178,640 |