Michael A. Kaufman
About Michael A. Kaufman
Michael A. Kaufman (age 53) is Chairman of the Board and an independent director at Agilysys (AGYS), serving on the board since 2014 and as Chairman since 2015 . He is CEO and founder of MAK Capital (since 2002), and was affirmed as independent by the Board in May 2025 under NASDAQ and SEC standards . Kaufman holds a B.A. in Economics and an M.B.A. from the University of Chicago and a law degree from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skyline Champion Corp. (NYSE: SKY) | Director (former) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAK Capital | Chief Executive Officer; Founder | Since 2002 | Capital markets, investment strategy, financial management experience |
| Yatra Online, Inc. (NASDAQ: YTRA) | Director | Not disclosed | Not disclosed |
| Trailhead Biosystems, Inc. | Director | Not disclosed | Not disclosed |
| MaraBio | Director | Not disclosed | Not disclosed |
| Noveome Biotherapeutics, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Board determined in May 2025 that Kaufman qualifies as an independent director under NASDAQ and SEC standards .
- Board leadership: Policy separates Chair and CEO roles; AGYS has an independent Chair. Kaufman has served as Chairman since 2015 .
- Attendance: Board held 7 meetings in FY2025; no director attended less than 75% of combined board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly in executive session, chaired by the Chair or relevant committee chair .
- Committee assignments and meeting cadence (FY2025):
| Committee | Role (Kaufman) | Total Meetings FY2025 | Notes |
|---|---|---|---|
| Compensation Committee | Member | 4 | Committee chaired by Dana Jones |
| Nominating & Corporate Governance Committee | Chair | 3 | Oversees board effectiveness and governance programs |
| Audit Committee | Not a member | 8 | Audit chair: Donald Colvin; Audit Committee Financial Experts noted |
| Cybersecurity Risk Subcommittee (under Audit) | Not a member | 4 | Subcommittee members listed (not Kaufman) |
Fixed Compensation
| Component (FY2025) | Amount ($) | Detail |
|---|---|---|
| Fees earned or paid in cash | 102,500 | Paid quarterly; no additional meeting fees |
| Annual cash retainer guideline | Not disclosed | Directors must own stock equal to 6× annual cash retainer within 5 years |
We pay no additional fees for board or committee meeting attendance .
Performance Compensation
| Award Type | Shares | Grant Date | Fair Value ($) | Vesting | Plan |
|---|---|---|---|---|---|
| Restricted Shares (time-based) | 968 | May 21, 2024 | 100,000 | Vested March 31, 2025; pro-rata vesting upon retirement prior to vest date | 2020 Equity Incentive Plan |
- Performance metrics: None disclosed for director equity; FY2025 director awards were time-based restricted shares only (no options reported in the director compensation table) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Yatra Online, Inc. |
| Prior public boards | Skyline Champion Corp. |
| Compensation committee interlocks | None: No AGYS executive served on the compensation committee or board of a company employing any member of AGYS’s Compensation Committee; Compensation Committee members (including Kaufman) had no related person transactions in FY2025 |
Expertise & Qualifications
- Capital markets and investment strategy; financial management experience as CEO of MAK Capital and significant stockholder representation .
- Academic credentials: B.A. Economics and M.B.A (University of Chicago); J.D. (Yale) .
Equity Ownership
| Ownership Category | Shares | Percent of Class | Notes |
|---|---|---|---|
| Direct ownership (Kaufman) | 9,580 | — | Held directly |
| Indirect ownership via MAK Capital Fund LP | 1,192,730 | — | MAK Capital is investment manager; Kaufman is managing member; shared voting and investment power; disclaims beneficial ownership except to extent of pecuniary interest |
| Total beneficial ownership (as of July 9, 2025) | 1,203,278 | 4.3% | Excludes 973 RSUs |
| Shares outstanding (reference) | 28,035,364 | — | As of July 9, 2025 |
- Ownership guidelines: Directors must hold stock equal to six times annual cash retainer within five years; individual compliance status not disclosed .
Governance Assessment
-
Strengths
- Independent Chair with separation of Chair/CEO roles enhances oversight; Kaufman has chaired since 2015 .
- Confirmed independence, high attendance, and active committee leadership (Chair of Nominating; member of Compensation) support board effectiveness .
- Material ownership alignment: 1,203,278 beneficial shares (4.3% of outstanding), with clear disclosure of indirect holdings via MAK Fund and pecuniary interest disclaimers .
-
Potential risks and red flags
- Significant shareholder representation: As CEO of MAK Capital (a major stockholder) and shared voting power over 1,192,730 shares via MAK Fund, potential conflicts may arise despite independence determination (mitigated by disclosure and disclaimers) .
- No anti-hedging policy: “We do not have any practices or policies regarding hedging or offsetting any decrease in the market value of the Company’s equity securities held by employees or directors,” which can weaken alignment controls relative to standard anti-hedging policies (RED FLAG) .
-
Compensation structure signal
- Balanced mix: FY2025 compensation for Kaufman was $102,500 cash and $100,000 equity (968 restricted shares), indicating roughly equal cash/equity emphasis; director equity awards are time-based with annual vesting, not performance-linked .
Overall, Kaufman’s governance profile combines substantial ownership, independent chair leadership, and active committee roles, offset by the absence of an anti-hedging policy and the inherent conflicts associated with being a significant investor representative on the board .