Sethuram Shivashankar
About Sethuram Shivashankar
Senior Vice President, Chief Technology Officer and Chief Information Officer at Agilysys (AGYS). He has served as CTO & CIO since July 2023, previously CIO from March 2022 to July 2023, and Vice President, Special Projects from January 2022 to March 2022; prior to Agilysys he was Senior Vice President, Gaming Systems at Scientific Games from October 2018 to April 2021; age 55 as of May 21, 2025; executive officer since 2022 . Company performance drivers tied to his incentive plan include revenue and Adjusted EBITDA; in FY2025 AGYS delivered net revenue of $275.6M (+16% YoY) and Adjusted EBITDA of $53.8M (19.5% margin), meeting the EBITDA condition while revenue achieved 65% of target; the compensation committee exercised discretion to pay at 83% of annual incentive target . Over five years to March 31, 2025, AGYS’s indexed total return rose to 434 vs. 186 for the Russell 2000 and 164 for the peer group, indicating strong multi‑year TSR performance during the period overlapping his tenure .
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| Agilysys (AGYS) | SVP, Chief Technology Officer & Chief Information Officer | Jul 2023 – Present | |
| Agilysys (AGYS) | SVP, Chief Information Officer | Mar 2022 – Jul 2023 | |
| Agilysys (AGYS) | Vice President, Special Projects | Jan 2022 – Mar 2022 | |
| Scientific Games | SVP, Gaming Systems | Oct 2018 – Apr 2021 |
External Roles
No external public company directorships were mentioned in the executive officer biographies reviewed (10-K FY2025) .
Fixed Compensation
- Base salary increased 10% from $310,000 (FY2024) to $340,000 (FY2025), part of broader 10–13% increases for most NEOs based on market and retention considerations .
Base salary progression:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 310,000 | 340,000 |
Summary Compensation (reported):
| Component ($) | FY2024 | FY2025 |
|---|---|---|
| Salary | 310,000 | 340,000 |
| Bonus (Discretionary cash) | — | 30,600 |
| Stock Awards (Grant-date fair value) | 248,021 | 298,194 |
| Non-Equity Incentive Plan Compensation | 162,800 | 110,500 |
| All Other Compensation | 17,945 | 20,227 |
| Total | 738,766 | 799,521 |
All Other Compensation detail (FY2025):
| Item | FY2025 ($) |
|---|---|
| 401(k) Company Match | 11,792 |
| All Other (incl. travel/gifts per proxy) | 8,435 |
| Executive Life Insurance | — |
| Total | 20,227 |
Performance Compensation
Annual Incentive Plan design and outcomes (FY2025):
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout Basis |
|---|---|---|---|---|---|---|
| Net Revenue (with Adjusted EBITDA condition) | 100% | $272M; 20–50% of base salary (NEOs) | $282M; 50% of base salary (NEOs) | $291M; 55% of base salary (NEOs) | $275.6M; EBITDA 19.5% (condition met) | Committee exercised discretion to 83% of target (from 65% earned on revenue) |
Annual incentive specifics (Shivashankar):
| Item | FY2024 | FY2025 |
|---|---|---|
| Target Annual Incentive ($) | 155,000 | 170,000 |
| Payout Achievement (%) | 105% | 83% |
| Payout ($) | 162,800 | 141,100 |
Long-Term Incentives (equity):
| Grant Date | Vehicle | Shares (#) | Grant-date Fair Value ($) | Pricing Basis | Vesting |
|---|---|---|---|---|---|
| Nov 15, 2023 | Restricted Stock | 2,730 | 248,021 | $90.85 close (grant date) | Equal annual over 3 years beginning ~1st anniversary |
| Nov 22, 2024 | RSUs | 2,169 | 298,194 | $137.48 close (grant date) | Equal annual over 3 years beginning ~1st anniversary |
Plan practices:
- No stock options or similar awards were granted in FY2025 under equity programs (RSUs/restricted shares used) .
- Key financial performance measures tying pay to performance: Net Revenue, Adjusted EBITDA, and Stock Price .
- Say-on-pay support was ~98% at the 2024 annual meeting, indicating broad investor approval of executive pay design .
- Compensation Committee did not engage a compensation consultant and did not rely on market assessments for FY2025 .
Equity Ownership & Alignment
Beneficial ownership (as of July 9, 2025):
| Holder | Common Shares Beneficially Owned | Notes | Percent of Class |
|---|---|---|---|
| Sethuram Shivashankar | 23,805 | Includes 2,399 restricted shares; excludes 2,169 RSUs | <1% (“*”) |
Outstanding unvested equity (as of Mar 31, 2025) and vesting schedule:
| Award Type | Grant Date | Unvested Shares (#) | Market Value at $72.54 ($) | Vesting Schedule (Shivashankar) |
|---|---|---|---|---|
| Restricted Stock | Jun 8, 2022 | 194 | 14,073 | 194 on Jun 30, 2025 |
| Restricted Stock | Nov 12, 2022 | 385 | 27,928 | 1,295 on Oct 31, 2025; 910 on Oct 31, 2026 |
| Restricted Stock | Nov 15, 2023 | 1,820 | 132,023 | Included in 1,295 (2025) and 910 (2026) totals per proxy schedule |
| RSUs | Nov 22, 2024 | 2,169 | 157,339 | 723 each on Oct 31, 2025; Oct 31, 2026; Oct 31, 2027 |
Stock ownership guidelines and compliance:
| Role | Guideline Multiple | Compliance Status |
|---|---|---|
| Other Executive Officers | 3x base salary | Committee determined all directors and executives met ownership levels as of May 2025 |
Policies impacting alignment:
- Clawback policy compliant with Nasdaq Rule 10D‑1 for recovery of erroneously awarded incentive compensation for three fiscal years prior to any restatement; recoveries may include cash repayment, offsets, or award cancellation .
- Insider trading policy imposes blackout periods and pre‑clearance; equity grants not timed around MNPI and generally not during blackout windows .
Insider selling pressure indicators (time-based vesting overhang):
- Near-term vesting tranches: 194 shares on Jun 30, 2025; 1,295 restricted + 723 RSUs on Oct 31, 2025; 910 restricted + 723 RSUs on Oct 31, 2026; 723 RSUs on Oct 31, 2027, which may create episodic liquidity windows if sales occur upon vesting .
Employment Terms
Severance and change-of-control economics (as of Mar 31, 2025; double-trigger CoC):
| Scenario | Cash (Base + Incentive) | Health Insurance (COBRA) | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination without Cause or by Executive for Good Reason | 340,000 | 43,316 | — | 383,316 |
| Change of Control + Qualifying Termination (Double Trigger) | 510,000 | 43,316 | 367,052 | 920,368 |
| Death or Disability | — | — | 367,052 | 367,052 |
Key contractual terms and protections:
- For NEOs other than CEO: 12 months’ salary and 12 months of COBRA premiums for termination without cause; in the 24 months post‑CoC, severance equals 12 months’ salary plus pro‑rated target annual incentive and 12 months’ COBRA; “good reason” includes >10% compensation reduction or no longer reporting to CEO prior to CoC if not cured within 30 days .
- Post-termination covenants: 12-month non‑compete and non‑solicitation; indefinite confidentiality for NEOs other than CEO .
- Plan-level protections: 2024 Equity Plan prohibits option/SSAR repricing without shareholder approval; includes minimum vesting and clawback provisions .
Performance & Track Record Context
FY2025 results relative to targets (drive of incentive outcomes):
| Component | Actual | Target |
|---|---|---|
| Revenue | $275.6M | $282.0M |
| Adjusted EBITDA (% of revenue) | 19.5% | 18.0% condition (must exceed) |
- Despite revenue undershooting target (65% achievement), EBITDA condition was surpassed and the committee applied positive discretion to 83% of target payout for NEOs including Shivashankar, reflecting emphasis on profitable growth .
Investment Implications
- Alignment and pay mix: Shivashankar’s compensation is moderately equity‑heavy with multi‑year RSUs/restricted shares and a 3x salary ownership guideline the committee states he meets, supporting alignment; the company has a Nasdaq‑compliant clawback and no option repricing, reducing governance risk .
- Retention risk and overhang: Cash severance is 12 months’ salary (no guaranteed bonus) for a non‑CoC termination, which is standard; double‑trigger CoC adds a modest uplift (salary plus target incentive) and equity acceleration value of ~$367k, adequate but not excessive; upcoming vesting clusters (Oct 31 in 2025–2027) create windows for potential insider sales pressure .
- Performance sensitivity: Annual incentives are 100% tied to revenue with an Adjusted EBITDA gate; FY2025 payouts were discretionarily increased to 83% despite 65% revenue achievement, signaling committee willingness to recognize profitability outperformance, a watchpoint for strict pay‑for‑performance purists but arguably aligned with profitable growth focus .
- Execution backdrop: Company delivered strong five‑year TSR vs Russell 2000 and peers and improved EBITDA margin to 19.5% in FY2025, supportive of continued technology execution under the CTO/CIO remit; incentive design continues to emphasize revenue growth with profitability guardrails .