Kyle Badger
About Kyle Badger
Kyle C. Badger is Senior Vice President, General Counsel and Secretary of Agilysys, serving as an executive officer since October 2011; he is 56 years old as of May 2025 . During the most recent fiscal year, Agilysys delivered record results (revenue $275.6M, +16% YoY; Adjusted EBITDA margin 19.5%), with the compensation program for executives keyed to revenue growth subject to an EBITDA profitability guardrail . Over five years to March 31, 2025, Agilysys’ cumulative TSR index was 434.21 vs. 186.46 for the Russell 2000 and 164.21 for the SIC 7373 peer group, underscoring sustained value creation during Badger’s senior tenure .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Agilysys, Inc. | SVP, General Counsel & Secretary | Oct 2011–present | Executive officer since 2011; corporate secretary and signatory on multiple SEC filings (e.g., 8‑Ks on 2/15/24, 1/23/24, 11/30/23, 9/13/23) |
External Roles
- None disclosed in company filings .
Fixed Compensation
| Item | FY25 detail |
|---|---|
| Base salary | $330,000 (FY24: $300,000; +10%) |
| Perquisites (All Other Compensation) | $26,334 total: 401(k) match $11,792; executive life insurance $2,432; other $12,110 |
Performance Compensation
- Annual incentive design (NEOs other than CEO):
- Metric: Company revenue (100% weighting), with an Adjusted EBITDA-as-%-of-revenue condition; FY25 revenue target reset to $282M post-Book4Time; EBITDA condition >18% after bonuses .
- FY25 outcomes: Revenue $275.6M (65% target achievement); Adjusted EBITDA 19.5% (condition met). Committee applied 18% positive discretion to reflect profitability, paying 83% of target .
- Badger’s FY25 annual incentive: Target $165,000 (50% of salary); paid $136,950 (83% of target) .
| Metric | Weight | Threshold | Target | Maximum | FY25 result | Payout mechanics |
|---|---|---|---|---|---|---|
| Revenue | 100% | $272M; ~20% of base salary for NEOs | $282M; 50% of base salary | $291M; 55% of base salary | $275.6M; 65% of target | Committee discretion lifted payout to 83% of target overall |
| EBITDA condition | — | >18% post-bonus | — | — | 19.5% (met) | Gate for any payout |
- Long‑term incentives (Badger):
- RSU grant 11/22/2024: 1,866 RSUs; grant-date fair value $256,538; based on $137.48/share; vests in three equal annual tranches starting first anniversary .
- FY25 equity activity: 2,141 shares vested ($218,630 value); exercised 59,808 options/SSARs (value realized $5,929,013) .
Multi‑Year Compensation (Kyle Badger)
| Metric | FY2023 | FY2025 |
|---|---|---|
| Salary ($) | 280,000 | 330,000 |
| Bonus ($) | 84,000 | 29,700 |
| Stock Awards ($) | 195,996 | 256,538 |
| Non‑Equity Incentive Plan Compensation ($) | — | 107,250 |
| All Other Compensation ($) | 19,491 | 26,334 |
| Total ($) | 579,487 | 749,822 |
Equity Ownership & Alignment
| Aspect | Detail |
|---|---|
| Total beneficial ownership (as of 7/9/2025) | 114,791 shares; includes 1,829 restricted common shares; excludes 1,866 RSUs; less than 1% of shares outstanding |
| Unvested equity and vesting cadence (as of 3/31/2025) | Restricted stock: 1,084 vests 6/30/2025; 1,058 vests 10/31/2025; 771 vests 10/31/2026. RSUs: 622 vest on 10/31/2025, 10/31/2026, and 10/31/2027 |
| FY25 insider equity activity | Options/SSARs exercised: 59,808 ($5,929,013 value realized); stock vested: 2,141 ($218,630) |
| Stock ownership guidelines | Executives: 3x base salary within 5 years; all executives met the requirement as of May 2025 |
| Hedging/pledging | Company states it does not have any practices or policies regarding hedging; no pledging disclosure noted |
Employment Terms
| Term | Kyle Badger (NEO terms) |
|---|---|
| Employment agreement | Yes (standard NEO form) |
| Severance (no cause or good reason) | 12 months’ salary; reimbursement of COBRA premiums for 12 months |
| Change‑of‑control (double‑trigger within 24 months) | 12 months’ salary + pro‑rata portion of target annual incentive; 12 months COBRA; no excise tax gross‑up |
| Equity vesting on CoC | Employment agreements do not accelerate; under 2020/2024 plans, SSARs and restricted shares vest upon an actual change of control, subject to a 1‑year post‑CoC holding period (or earlier qualified termination) |
| Restrictive covenants | 12‑month post‑termination non‑compete and non‑solicit; indefinite confidentiality |
Company Performance Context (for pay‑for‑performance assessment)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($M) | 237.5 | 275.6 |
| Adjusted EBITDA margin (%) | 15.6% | 19.5% |
| 5‑yr TSR index (FY end) | 504.43 (3/31/2024) | 434.21 (3/31/2025) |
Governance & Compensation Policy Signals
- Say‑on‑pay support: ~98% approval at the 2024 annual meeting, indicating broad shareholder alignment with NEO pay structure .
- Clawback: Policy aligned to SEC Rule 10D‑1/Nasdaq; excess incentive compensation is recoverable upon a material restatement within a 3‑year lookback .
- Equity plan features: Minimum one‑year vesting, no option/SSAR repricing without shareholder approval, no dividend payments before vesting under the 2024 Plan .
Investment Implications
- Alignment: Badger’s pay mix ties a meaningful portion to revenue growth subject to an EBITDA profitability gate, with equity RSUs vesting over three years and robust stock ownership guidelines (3x salary; in compliance) supporting long‑term alignment .
- Retention/overhang dynamics: A clear vesting runway (through 10/31/2027) and standard 12‑month non‑compete/non‑solicit reduce near‑term departure risk; however, sizeable FY25 option/SSAR exercises ($5.93M realized) and scheduled tranche vestings can create episodic selling pressure around vest dates .
- Change‑of‑control economics: Moderate severance (1x salary + pro‑rata bonus; double‑trigger) without tax gross‑ups balances retention with shareholder protections; equity plan accelerates on actual CoC but imposes a post‑CoC 1‑year hold to promote stability .
- Policy red flag to monitor: The company discloses no formal hedging policy for insiders, which some investors view as a governance negative despite ownership guideline compliance .