Melvin Keating
About Melvin Keating
Independent director of Agilysys since 2015 (age 78). He is a Wharton-trained finance executive and former public-company CEO (Alliance Semiconductor), with decades of board and operating experience across technology and hospitality. The board affirms his independence; he currently serves on the Compensation Committee and the Nominating & Corporate Governance Committee. Board reported that no director attended less than 75% of required meetings in FY2025 (board met 7 times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Semiconductor Corporation | President & CEO | 2005–2008 | Led public-company operations and strategy |
| MagnaChip Semiconductor (NYSE: MX) | Director | 2016–2023 | Board oversight at analog/mixed-signal semiconductor firm |
| Vitamin Shoppe Inc. | Director | Apr 2018–Dec 2019 (taken private) | Board service through take‑private transaction |
| Red Lion Hotels Corporation | Director; Chairman of the Board | Jul 2010–Jun 2017; Chair May 2013–2015 | Board leadership (Chair) |
| SPS Commerce, Inc. | Director | Mar 2018–May 2019 | Board service at cloud supply chain software provider |
| Harte Hanks Inc. | Director | 2017–Jul 2020 | Board service at marketing services firm |
| Consulting to public/private companies & PE firms | Consultant | Since 2008 | Investment and strategic advisory |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Rocky Mountain Chocolate Factory (NASDAQ: RMCF) | Chairman of the Board; Director | Dec 2024 | Current public-company chair role |
Board Governance
- Independence: Board determined Mr. Keating is independent under NASDAQ and SEC rules.
- Committee assignments (FY2025): Compensation Committee; Nominating & Corporate Governance Committee (not chair).
- Meetings/attendance: Board met 7 times; Compensation 4; Nominating 3; no director attended <75% of aggregate board+committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Independent Chairman of the Board (Michael A. Kaufman).
- Executive sessions: Independent directors meet regularly in executive session (chaired by board/committee chairs).
- Compensation Committee governance: Members independent; no interlocks or related-person transactions involving committee members (includes Keating). Committee did not engage an outside compensation consultant in FY2025.
- Cyber oversight: Cybersecurity Risk Subcommittee (under Audit) exists; Keating is not a member.
- Say-on-Pay: ~98% approval at 2024 annual meeting (indicator of shareholder support for pay practices).
Fixed Compensation (Director – FY2025)
| Component | Amount | Detail |
|---|---|---|
| Cash fees | $60,000 | Fees earned/paid in cash (quarterly). |
| Equity grant (grant-date fair value) | $100,000 | 968 restricted shares granted May 21, 2024 at $103.30; vested March 31, 2025; pro‑rata vesting upon retirement before vest date. |
| Total | $160,000 | Sum of cash and equity values. |
- Director ownership guideline: 6x annual cash retainer within 5 years; Compensation Committee determined in May 2025 that all directors met prescribed ownership levels.
Performance Compensation (Director Equity Mechanics – FY2025)
| Feature | Terms | Evidence |
|---|---|---|
| Instrument | Time‑vested restricted shares (RS) | 968 RS granted to each non‑employee director. |
| Grant date/price | May 21, 2024; $103.30 closing price | Drives ~$100,000 grant‑date fair value. |
| Vesting | Vested in full on March 31, 2025 (pro‑rata on retirement before that date) | Time‑based; no performance metrics for directors. |
Note: Director equity awards are time‑based; no director‑specific performance metrics apply. Executive pay metrics at the company level center on GAAP revenue and Adjusted EBITDA for annual incentives.
Other Directorships & Interlocks
| Company | Status | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Rocky Mountain Chocolate Factory (RMCF) | Current | Chairman & Director | No AGYS-related related‑party transactions disclosed. |
| MagnaChip Semiconductor (MX) | Former (2016–2023) | Director | No interlocks with AGYS executives reported. |
| Vitamin Shoppe | Former (2018–2019) | Director | Taken private Dec 2019. |
| Red Lion Hotels | Former (2010–2017) | Director; Chair (2013–2015) | Board leadership role. |
| SPS Commerce | Former (2018–2019) | Director | — |
| Harte Hanks | Former (2017–2020) | Director | — |
- Compensation Committee Interlocks: None involving Keating or other members in FY2025.
- Related-person transactions: None since April 1, 2024.
Expertise & Qualifications
- Education: B.A., Rutgers; M.S. in Accounting and M.B.A. in Finance, The Wharton School (University of Pennsylvania).
- Board matrix competencies attributed to Keating: Finance/Accounting/Investing; Hospitality; CEO/Leadership; Technology; Enterprise Software; Cybersecurity; International; Public Company Boards.
- Prior CEO experience and significant capital markets/strategy background.
Equity Ownership (Alignment)
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Melvin Keating | 34,407 | <1% | Excludes 973 RSUs. Beneficial ownership as of July 9, 2025 (28,035,364 shares outstanding). |
- Ownership guidelines: Directors required to hold 6x annual cash retainer; all directors met guidelines as of May 2025.
- Pledging/hedging: No pledging disclosed; company states it does not have practices or policies regarding hedging or offsetting decreases in market value of company equity held by directors/employees.
Governance Assessment
Strengths
- Independent director with >10 years of AGYS board tenure; finance, technology, and hospitality expertise directly relevant to AGYS’s enterprise software for hospitality.
- Active committee service (Compensation; Nominating & Corporate Governance); Compensation Committee independent with no interlocks; committee did not employ a comp consultant in FY2025 (reduces advisor conflict risk).
- Solid engagement: no director below 75% attendance; board and committee activity robust in FY2025.
- Ownership alignment: Director equity grants; 6x retainer ownership guideline met by all directors as of May 2025.
- Clean conflicts profile: No related‑party transactions since April 1, 2024.
- Shareholder support signal: 98% Say‑on‑Pay approval at 2024 annual meeting.
- Broader pay governance: Clawback policy aligned with Rule 10D‑1; double‑trigger change‑of‑control terms; no excise tax gross‑ups (company-level practices).
Watch items / RED FLAGS
- RED FLAG: Company states it does not have practices or policies regarding hedging/offsetting decreases in market value of company equity by directors/employees—investors often expect explicit anti‑hedging/anti‑pledging policies.
- Director equity is time‑based (no performance conditions) for directors; while common, investors focused on pay‑for‑performance may prefer stronger performance linkage (note: executive incentives do use revenue and Adjusted EBITDA).