Jerry Jones

About Jerry Jones

Jerry Jones, age 69, has served as an independent director of Agilysys since 2012. He is Executive Vice President, Chief Ethics and Legal Officer at LiveRamp Holdings (NYSE: RAMP), overseeing legal, privacy and security functions, M&A strategy and alliances; he previously served as Chief Ethics and Legal Officer at Acxiom (1999–2018) and was a partner at the Rose Law Firm for 19 years. He holds a J.D. (1980) and a B.A. in public administration, both from the University of Arkansas. He also serves on the Board of the U.S. Chamber of Commerce and as a Special Advisor to the Club de Madrid .

Past Roles

External Roles

Board Governance

• Independence: The Board determined in May 2025 that Jerry Jones is independent under NASDAQ and SEC rules .
• Attendance: In FY2025, the Board held 7 meetings and no director attended less than 75%; all directors attended the 2024 Annual Meeting .
• Committees and roles (FY2025 year-end):
  • Compensation Committee (member) .
  • Nominating & Corporate Governance Committee (member) .
  • Cybersecurity Risk Subcommittee of the Audit Committee (member; subcommittee consists of two independent directors: Jones and Mutch) .
  • Independent directors meet regularly in executive session; sessions chaired by the Board chair or appropriate committee chair .

• Cyber oversight scope: The Cybersecurity Risk Subcommittee reviews privacy, network/data security, incident response, IT risk management, resource staffing, new security technologies, and periodic security assessments and audits .

Fixed Compensation

• Structure: Non-employee director compensation includes an annual cash retainer ($40,000), chair retainers ($35,000 Board; $15,000 Audit; $12,500 Compensation; $7,500 Nominating), $10,000 per committee membership (including chairs), and an annual equity grant in restricted shares (valued at $100,000). No meeting fees; expenses reimbursed .
• FY2025 Director Grant Mechanics: 968 restricted shares per director at grant date price $103.30 (grant date May 21, 2024); vested March 31, 2025 .

Performance Compensation

• Performance metrics: None disclosed for director equity awards (time-based restricted stock only) .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no member (including Jerry Jones) had relationships requiring related person transaction disclosure; no AGYS executive served on the compensation committee or board of a company employing any member of AGYS’s Compensation Committee in FY2025 or FY2024 .
• Current AGYS slate indicates Jones stands for re-election for a one-year term to 2026 .

Expertise & Qualifications

• Core credentials: Legal, governance, privacy, cybersecurity, M&A strategy and alliances, international expansion in enterprise SaaS .
• Education: J.D. (1980), University of Arkansas School of Law; B.A. in public administration, University of Arkansas .
• Board matrix competencies: Regulatory/Compliance/Legal; Technology; Enterprise Software; Cyber Security; International; public company board experience .

Equity Ownership

• Stock ownership guidelines: Directors must hold shares equal to 6x annual cash retainer within five years; as of May 2025, the Compensation Committee determined all directors and executives met ownership levels .
• Beneficial ownership:

Governance Assessment

• Strengths:

  • Independent director with deep legal/privacy/cyber expertise; member of dedicated Cybersecurity Risk Subcommittee, enhancing board oversight of IT and cyber risks .
  • Solid board engagement: met attendance thresholds; independent directors meet in executive session; re-nominated by independent Nominating & Corporate Governance Committee .
  • Clear director pay structure with balanced cash and equity; equity is time-based RS and ownership guideline at 6x retainer (compliance confirmed in May 2025) .
  • No compensation committee interlocks or related-person transactions requiring disclosure involving Jones .

• Watch items / Red flags:

  • No anti-hedging policy: Company states it does not have practices or policies restricting hedging/offsetting decreases in AGYS equity value for employees or directors—an alignment concern versus common governance best practices .
  • Insider trading controls exist (blackouts, pre-clearance), but absence of anti-hedging policy may partially offset alignment benefits of equity ownership .
  • Board matrix flags public company board experience for Jones but no current external public directorships are detailed in his biography; limited transparency on potential interlocks beyond those disclosed .

• Overall: Jones’ legal, ethics, and cybersecurity profile, plus active committee roles (Compensation; Nominating & Corporate Governance; Cybersecurity Subcommittee), support board effectiveness. Primary governance gap is lack of an anti-hedging policy, a shareholder-alignment issue to monitor .

Additional context

• Independence affirmed in 2025 annual review; Jones age 69, tenure 13 years as of 2025 (Board matrix) .
• Committee activity levels in FY2025: Audit 8, Cyber Subcommittee 4, Compensation 4, Nominating 3 .
• No meeting fees; director equity awards vest annually; reimbursement of reasonable out-of-pocket expenses .