Lisa Pope
About Lisa Pope
Independent director at Agilysys (AGYS) since 2024; appointed December 5, 2024. Age 62; holds B.A. degrees in Economics and Communication & Media Studies from the University of California, Santa Barbara. Over 30 years in enterprise software, including President of Epicor (Apr 2022–Feb 2025) and EVP–Americas (Mar 2017–Apr 2022), with prior strategic leadership roles at Infor, QAD and Oracle driving SaaS growth and retention .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epicor | President | Apr 2022–Feb 2025 | Led a $1.2B enterprise software player; drove growth and operations |
| Epicor | EVP – Americas | Mar 2017–Apr 2022 | Led regional go-to-market execution |
| Infor | Strategic leadership | Not disclosed | Drove SaaS growth and customer retention |
| QAD | Strategic leadership | Not disclosed | SaaS transition execution |
| Oracle | Strategic leadership | Not disclosed | Direct/channel selling, international exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apex Analytix | Board Member | Current (as of proxy) | PE‑owned ~$100M SaaS in supply chain; private company |
- Other public company directorships for Lisa Pope: none disclosed .
Board Governance
- Independence: Board determined Lisa Pope is independent (May 2025 review) .
- Committee assignments (FY2025): None; not assigned to Audit, Cybersecurity Risk Subcommittee, Compensation, or Nominating/Governance .
- Attendance: Board held 7 meetings in FY2025; no director attended less than 75%; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman of the Board (Michael A. Kaufman) .
- Tenure/age matrix: Years on board <1; age listed as 63 in matrix; Lisa Pope’s biography page lists age 62 .
Fixed Compensation
| Director | FY2025 Cash Fees ($) | FY2025 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lisa Pope | 12,712 | 31,781 | 44,493 |
- Standard FY2025 director equity grant: 968 restricted shares, based on $103.30 closing price on May 21, 2024; vesting on March 31, 2025; pro‑rata vesting upon retirement prior to March 31, 2025 .
- Lisa Pope received pro‑rated fees and a pro‑rated stock award granted December 5, 2024 at $131.94 closing price .
- No additional meeting fees; reasonable out‑of‑pocket expenses reimbursed .
Performance Compensation
Directors are paid via cash retainer and time‑based restricted stock; no performance‑conditioned director compensation is disclosed .
Company incentive metric framework (executive plan, informs pay‑for‑performance oversight by Compensation Committee):
| Metric | Weight | Target | Condition | Actual FY2025 |
|---|---|---|---|---|
| Net Revenue | 100% | $282.0M | Adjusted EBITDA ≥ 18% of revenue after incentives | $275.6M |
| Adjusted EBITDA (% of revenue) | Qualifying condition | — | 18.0% | 19.5% |
- FY2025 revenue target achievement: 65%; Committee exercised discretion to award 83% of annual incentive target due to exceeding EBITDA expectations .
Other Directorships & Interlocks
- Related‑party transactions: None requiring disclosure since April 1, 2024 .
- Compensation Committee interlocks: None; no relationships requiring related‑person disclosure for Compensation Committee members .
Expertise & Qualifications
- Go‑to‑market growth; SaaS transformation from on‑prem license to cloud/mobile subscription; acquisition and post‑integration; direct/channel selling; international exposure; product development; market and competitive analysis; strong financial acumen .
Equity Ownership
| Holder | Beneficially Owned Shares | Unvested RSUs Excluded | % of Class |
|---|---|---|---|
| Lisa Pope | 241 | 973 RSUs excluded | <1% |
- Stock ownership guidelines: Directors must hold common stock equal to 6x annual cash retainer within 5 years; unvested RS/RSUs count toward compliance .
- Compliance status: Compensation Committee determined all directors and executives met prescribed ownership levels as of May 2025 .
- Hedging policy: Company does not have practices/policies regarding hedging or offsetting decreases in market value of Company equity held by employees/directors (potential governance concern) .
Governance Assessment
- Strengths
- Independent status and extensive enterprise software/SaaS leadership relevant to AGYS’s hospitality tech strategy .
- Independent Board Chair structure enhances oversight; regular executive sessions; strong committee coverage across Audit, Compensation, and Nominating/Governance .
- Director ownership guidelines (6x retainer), with progress reviewed; directors deemed compliant as of May 2025, aligning board with shareholders .
- No related‑party transactions disclosed since April 1, 2024, reducing conflict risk .
- Watch items / RED FLAGS
- Section 16(a) compliance: Lisa Pope’s Form 3 was filed April 4, 2025 but was due at appointment in Dec 2024 due to delay in EDGAR codes and an administrative oversight—minor but noted; monitor future filings .
- Absence of an anti‑hedging policy for directors/employees (explicitly stated) is shareholder‑unfriendly and atypical among best‑practice governance frameworks .
- No committee assignments in FY2025; engagement may be limited until committee placement occurs (as of July 18, 2025 membership unchanged) .
- Board effectiveness signals
- Attendance: No director below 75% across board/committee meetings; full attendance at 2024 Annual Meeting—positive engagement signal .
- Compensation Committee links executive pay to revenue growth with EBITDA discipline; robust pay‑for‑performance oversight; no excise tax gross‑ups; clawback policy adopted per NASDAQ Rule 10D‑1 .
- Cybersecurity oversight via dedicated Audit Subcommittee; risk oversight processes well articulated—valuable given AGYS’s software footprint .