Ramesh Srinivasan
About Ramesh Srinivasan
Ramesh Srinivasan, 65, has been President & CEO of Agilysys since January 2017 and serves as a director; he is not independent due to his executive role . He holds a Post-Graduate Diploma in Management (MBA equivalent) from the Indian Institute of Management Bangalore and an engineering degree from IIT (Banaras Hindu University) . Under his leadership, FY2025 GAAP revenue rose 16% to $275.6M with Adjusted EBITDA at 19.5% of revenue, meeting the EBITDA condition; revenue achieved 65% of target leading to 83% payout of annual incentives . Company TSR over the measurement window reached 334.21 in FY2025 (down 17.4% year-on-year), with GAAP net income of $23.2M and revenue of $275.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agilysys, Inc. | President & CEO; Director | Jan 2017–present | Three decades of enterprise software leadership; scaling high-growth tech companies profitably . |
| Ooyala | CEO | Jan 2016–Nov 2016 | Led online video technology suite provider . |
| Innotrac Corp. (merged with eBay Enterprise to form Radial Inc.) | President & CEO | Mar 2015–Nov 2015 | Led e-commerce fulfillment business during merger period . |
| Bally Technologies (NYSE: BYI) | President & COO; then President & CEO | Apr 2011–Dec 2012; Dec 2012–May 2014 | Senior leadership in gaming technology operations and strategy . |
| Manhattan Associates | EVP, Warehouse Management Systems | 1998–2005 | Enterprise software execution leadership in supply chain . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Agilysys, Inc. Board | Director | Since 2017 | No committee memberships; receives no separate director pay . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 600,000 |
| Bonus ($) | — | — | 108,000 |
| All Other Compensation ($) | 16,464 | 19,366 | 26,906 |
| Total Fixed (Salary + Bonus + All Other) ($) | 616,464 | 619,366 | 734,906 |
Notes:
- FY2025 “All Other”: 401(k) match $11,550, executive life insurance $3,793, other $11,563 .
Performance Compensation
| Component | Metric | Weight | Target / Terms | Actual FY2025 | Payout | Settlement / Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (CEO) | Net Revenue; with Adjusted EBITDA condition | 100% revenue | Target $282.0M revenue; EBITDA condition >18% post incentives; CEO target = 100% of salary ($600k); threshold 50% ($300k); max 150% ($900k) | Revenue $275.6M; Adjusted EBITDA 19.5% (condition met) | Committee used discretion to award 83% of target (payout at 83%) | Settled in stock: 4,970 shares, grant-date fair value ~$498,000 on May 21, 2025 |
| Long-Term Incentive (RSUs) | Time-vesting RSUs (grant Mar 10, 2023) | — | Three tranches granted 3/10/2023 | — | — | All units vest on Mar 10, 2026: 11,310; 21,035; 12,893 shares; market value at 3/31/2025: $820,427; $1,525,879; $935,258 (at $72.54/share) |
Additional details:
- FY2025 stock awards reported for CEO include annual incentive shares; the company did not grant options in FY2025 .
Multi-Year Compensation Summary
| Component | FY2023 ($) | FY2024 ($) | FY2025 ($) |
|---|---|---|---|
| Stock Awards | 5,219,824 | 630,000 | 498,000 |
| Non-Equity Incentive Plan Compensation | — | — | 390,000 |
| Total Compensation | 5,836,288 | 1,249,366 | 1,622,906 |
Pay versus performance context:
- CEO “compensation actually paid” (CAP): $9.32M (FY2023), $0.99M (FY2024), $1.83M (FY2025); Company TSR index: 394.01 (FY2023), 404.43 (FY2024), 334.21 (FY2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 814,646 shares; 2.9% of class (28,035,364 shares outstanding) |
| Notable Holding Structure | Includes 60,000 shares held via Ramesh and Sujatha Srinivasan Living Trust (co-trustees) |
| Unvested Equity | RSUs from 3/10/2023 totaling 45,238 shares vesting 3/10/2026; aggregate market value $3,281,564 at $72.54/share, used in potential termination/CIC calculations |
| Option Activity FY2025 | 389,209 shares acquired on option/SSAR exercise; value realized $40,548,000 |
| Ownership Guidelines | CEO required to hold stock valued at 6x base salary; all directors/executives met guidelines as of May 2025; retain 50% of net shares until compliance achieved |
| Hedging/Pledging Policy | Company states it has no practices or policies regarding hedging or offsetting declines in equity value for employees/directors (no formal anti-hedging policy) |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Amended employment agreement: additional 3-year initial term beginning Mar 10, 2024; auto-renews for successive 1-year periods absent 90-day notice |
| Severance (No Cause / Good Reason) | 2x current base salary + 2x value of target annual bonus performance shares; lump-sum after-tax COBRA equivalent for 24 months; pro-rated bonus based on actual performance; 12 months accelerated vesting of unvested time-based equity |
| Change in Control (Double Trigger) | If termination within 3 months before or 24 months after CIC: 2x base + target bonus; 48 months COBRA; 100% release of post-closing equity restrictions (awards deemed vested at CIC) |
| “Good Reason” | Includes reduction in base/target bonus; material diminution of authority/responsibilities; removal from board; requirement to report to anyone other than board; relocation >50 miles; material breach not cured in 30 days |
| Non-Compete / Non-Solicit | Confidentiality and non-disclosure for 24 months; non-compete and non-solicit for 24 months post-termination (non-compete limited to 12 months if agreement simply expires at end of initial term) |
Potential payouts (illustrative as of 3/31/2025):
| Scenario | Cash (Base + Incentive) | COBRA | Accelerated Equity Value | Total |
|---|---|---|---|---|
| Termination without Cause / Good Reason | $2,400,000 | $55,918 | $3,281,564 | $5,737,482 |
| Change of Control (Double Trigger) | $2,400,000 | $111,836 | $3,281,564 | $5,793,400 |
| Death or Disability | — | — | $3,281,564 | $3,281,564 |
Board Governance
- Director service: Director since 2017; no committee memberships; CEO receives no separate director compensation; board chair is Michael A. Kaufman, providing role separation .
- Independence and attendance: CEO not independent; board held 7 meetings in FY2025; no director attended less than 75%; independent directors meet regularly in executive session .
- Committees: Audit, Compensation, Nominating & Corporate Governance; CEO is not on any committees; Compensation Committee members are independent; no compensation consultant engaged in FY2025; CEO, CFO, GC attend but decisions on CEO pay are made solely by the committee .
Director Compensation (Srinivasan-specific)
- CEO receives no additional cash or equity compensation for board service .
Compensation Structure Analysis
- Pay-for-performance alignment: Annual incentive tied 100% to net revenue with an Adjusted EBITDA “gate” (>18%); actual EBITDA 19.5% enabled payout despite revenue shortfall; committee applied discretion to set awards at 83% of target .
- Mix shift: CEO’s annual incentive is settled in stock; long-term awards were granted in Mar 2023 with three-year vesting and no additional LTI in FY2025 for CEO, indicating retention-focused equity rather than new grants .
- Governance protections: Double-trigger CIC; clawback compliant with Exchange Act Rule 10D-1 (three-year lookback); no excise tax gross-ups .
- Risk flags: Large value realized on option/SSAR exercises ($40.5M) could create potential selling pressure around exercises; absence of anti-hedging policy may weaken alignment in extreme scenarios .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: Approximately 98% approval at 2024 Annual Meeting; board recommends “FOR” advisory approval in 2025; majority vote standard applies .
Expertise & Qualifications
- Credentials: MBA-equivalent (IIM Bangalore) and engineering (IIT BHU); extensive enterprise software leadership and scaling experience; technology and hospitality sector familiarity per board skills matrix .
Work History & Career Trajectory
- See “Past Roles” table for sequential leadership roles across enterprise software, gaming technology, e-commerce fulfillment, and video technology .
Performance & Track Record (Selected KPIs)
| Metric | FY2024 | FY2025 |
|---|---|---|
| GAAP Revenue ($M) | 237.5 | 275.6 |
| Adjusted EBITDA (% of Revenue) | 15.6% | 19.5% |
| TSR Index | 404.43 | 334.21 |
| GAAP Net Income ($M) | 86.2 | 23.2 |
Equity Award and Vesting Detail (CEO)
| Grant Date | Award Type | Shares | Vesting | Market Value at 3/31/2025 |
|---|---|---|---|---|
| 3/10/2023 | RSUs | 11,310 | Vests 3/10/2026 | $820,427 |
| 3/10/2023 | RSUs | 21,035 | Vests 3/10/2026 | $1,525,879 |
| 3/10/2023 | RSUs | 12,893 | Vests 3/10/2026 | $935,258 |
| 5/21/2025 | Annual Incentive Shares | 4,970 | Granted at payout of 83% target | ~$498,000 grant-date fair value |
Investment Implications
- Alignment: Strong equity ownership (2.9% of shares) and CEO-specific ownership guideline of 6x salary, with confirmation of guideline compliance, support long-term alignment; annual incentive settled in stock further aligns pay with performance .
- Execution and performance: FY2025 delivered record revenue and materially higher EBITDA margins, satisfying the EBITDA gate; revenue shortfall to target tempered payouts to 83%—the committee demonstrated calibration rather than full discretionary override .
- Retention/CIC economics: Two-year cash severance plus accelerated vesting and extended COBRA create moderate-to-strong retention economics; double-trigger CIC reduces single-trigger risk for investors .
- Trading signals: Very large option/SSAR exercise value realized in FY2025 ($40.5M) could coincide with liquidity events; absence of anti-hedging policy is a governance soft spot and potential red flag for some investors .
- Governance quality: CEO is a director but not on committees; independent chair and fully independent key committees (Compensation; Audit) with regular executive sessions mitigate dual-role concerns; high say-on-pay support indicates shareholder acceptance of the program .