John Mutch
About John Mutch
Independent director at Agilysys (AGYS) since 2009; age 68 (as of 2025). Background includes founder/managing partner of MV Advisors LLC (since 2005), former President/CEO/Chairman of BeyondTrust Software (2008–2014), prior executive roles including President/CEO/director at HNC Software and sales/marketing at Microsoft. Education: B.S. in Economics (Cornell) and MBA (University of Chicago). Recognized by the Board as an Audit Committee Financial Expert; serves on Audit, Cybersecurity Risk Subcommittee, and Nominating & Corporate Governance Committees; classified as independent by the Board’s May 2025 review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MV Advisors LLC | Founder & Managing Partner | 2005–present | Strategic block investing for small/mid-cap tech; focused guidance to boards/management. |
| BeyondTrust Software | President, CEO & Chairman | Dec 2008–Jan 2014 | Led privately held security software firm; governance and operating leadership. |
| HNC Software | President, CEO & Director | Not disclosed | Enterprise leadership; restructuring/strategy experience. |
| Microsoft | Executive sales & marketing positions | Not disclosed | Go‑to‑market leadership; sales and marketing execution. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Aviat Networks, Inc. (NASDAQ: AVNW) | Chairman (since Feb 2015); Director (since Jan 2015) | 2015–present | Global provider of microwave networking solutions; industry oversight and capital markets experience. |
| Universal Electronics, Inc. (NASDAQ: UEIC) | Director | Not disclosed | Provider of wireless universal control and sensor technology for home entertainment/smart home devices. |
| Prior public boards (selected) | Director | Various | Maxwell Technologies (Apr 2017–May 2019); YuMe (Jul 2017–Feb 2018; then RhythmOne until Jan 2019); additional boards: Steel Excel, Phoenix Technologies, Edgar Online, Aspyra, Overland Storage, Brio Software. |
Board Governance
- Independence: Determined independent by Board (May 2025).
- Attendance: Board met 7 times in FY2025 and 5 times in FY2024; no director attended less than 75% of aggregate board/committee meetings in either year.
- Committees (FY2025): Audit; Cybersecurity Risk Subcommittee; Nominating & Corporate Governance. All committee members independent; meets executive session norms.
- Cyber oversight: Cyber Subcommittee requires IT/cyber expertise; receives regular CISO reporting; Subcommittee met 4 times in FY2025 and 5 times in FY2024.
- Compensation Committee participation: Member in FY2024 (Keating Chair); not a member in FY2025 (Dana Jones Chair).
| FY | Audit (meetings) | Cyber Subcommittee (meetings) | Compensation (meetings) | Nominating (meetings) |
|---|---|---|---|---|
| 2024 | Member (8) | Member (5) | Member (3) | Member (3) |
| 2025 | Member (8) | Member (4) | Not a member (4 total) | Member (3) |
Fixed Compensation
| FY | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $70,000 | $100,000 | $170,000 |
| 2025 | $70,000 | $100,000 | $170,000 |
Equity grant specifics:
| FY | Shares Granted | Grant Date | Grant Price | Vesting |
|---|---|---|---|---|
| 2024 | 1,435 restricted shares | May 24, 2023 | $69.65 | Vested March 31, 2024; pro‑rata on early retirement. |
| 2025 | 968 restricted shares | May 21, 2024 | $103.30 | Vested March 31, 2025; pro‑rata on early retirement. |
- Director stock ownership guidelines: 6x annual cash retainer within 5 years; Board determined all directors met prescribed ownership levels in May 2025.
- 2024 Plan cap: Non‑employee director total compensation capped at $500,000 annually (exception for chair roles).
Performance Compensation
- No performance-based components tied to director compensation disclosed (restricted stock grants vest by service).
| Metric | Applied to Director Compensation? |
|---|---|
| Company revenue/EBITDA targets | No (used for executive incentives; not director pay) |
| TSR/ESG goals for directors | Not disclosed |
Other Directorships & Interlocks
| Company | Relationship to AGYS | Potential Conflict Area | Notes |
|---|---|---|---|
| Aviat Networks (AVNW) | Unrelated industry (microwave networking) | None disclosed | No related person transactions since Apr 1, 2024. |
| Universal Electronics (UEIC) | Unrelated industry (consumer electronics/smart home) | None disclosed | No related person transactions since Apr 1, 2024. |
- Related-party transactions: None requiring disclosure since Apr 1, 2024; Audit Committee oversees related-party approvals.
- Compensation committee interlocks: None; no executives served on other companies’ compensation committees.
Expertise & Qualifications
- Audit Committee Financial Expert designation by Board.
- Cybersecurity oversight: Member of Cybersecurity Risk Subcommittee; IT/cyber background requirement met.
- Capital markets/investing expertise (MV Advisors); restructuring and strategy leadership; CEO experience.
- Author on enterprise security (“Preventing Good People from Doing Bad Things: Implementing Least Privilege”).
- Education: B.S. Economics (Cornell); MBA (University of Chicago).
Equity Ownership
| As-of Date | Common Shares Owned | Restricted/RSUs Count | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| July 15, 2024 | 36,358 common; 968 restricted | — | 37,326 total | <1% |
| July 9, 2025 | 31,404 common | Excludes 973 RSUs | 31,404 total | <1% |
- Stock ownership guideline: Directors must maintain 6x annual retainer; Board confirmed compliance (May 2025).
Governance Assessment
-
Strengths:
- Independence, long tenure, and multi-committee service (Audit, Nominating, Cyber Subcommittee) support board effectiveness and risk oversight; designated Audit Committee Financial Expert.
- Strong attendance culture (no director <75%) and active committee cadence (Audit 8; Cyber 4 in FY2025).
- Ownership alignment via annual restricted stock grants and 6x retainer guideline; Board reports full compliance.
- No related-party transactions; clean interlocks; Compensation Committee interlocks absent.
- Company-level investor support: 98% Say‑on‑Pay approval in 2024, indicating positive governance sentiment.
-
Red Flags / Risks:
- Hedging policy gap: Company discloses no practices or policies restricting hedging or offsetting decreases in AGYS equity for employees/directors—contrary to common governance best practice.
- External commitments: Chair role at Aviat and director role at UEIC may create time‑commitment risks; mitigated by attendance and committee participation record.
- Committee role rotation: Served on Compensation Committee in FY2024 but not FY2025; reduces potential compensation influence continuity.
Overall: John Mutch brings deep financial, cybersecurity, and operating expertise with robust engagement and ownership alignment. The primary governance gap is the absence of an anti‑hedging policy, which investors may view unfavorably; otherwise, no conflicts or related‑party exposures are disclosed.