Roger Almond
About Roger Almond
Roger K. Almond is Chief Financial Officer of NetSol Technologies (NTWK), appointed September 9, 2013, with prior roles in public company accounting and CFO experience at Keysor Century Corp. He holds a BS in Accounting from Brigham Young University (1991), is a California-licensed CPA, and completed executive management courses at UCLA (2001) . His current compensation structure is primarily fixed cash with discretionary bonuses; he is eligible for equity plans but had no stock or option grants in FY2023–FY2024 . Company performance under the executive team showed revenue growth into FY2025, while EBITDA declined modestly year-over-year; see table in “Performance & Track Record” .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pickard & Green, CPAs | Senior Manager | 2007–2013 | Led SEC reporting support; oversaw multi-entity consolidations and U.S. GAAP conversions |
| Grant Thornton LLP (Los Angeles) | Assurance Manager | 2003–2006 | Managed assurance engagements; prepared financial statements and MD&A |
| Keysor Century Corporation | Chief Financial Officer | 1999–2003 | Corporate finance leadership as CFO |
External Roles
- None disclosed for Almond (no current public-company boards reported) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 226,000 | 226,000 |
| Bonus ($) | 10,000 | 20,000 |
| Stock Awards ($) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
| All Other Compensation ($) | 36,871 (medical/dental $12,871; car allowance $24,000) | 37,713 (medical/dental $13,713; car allowance $24,000) |
| Total ($) | 272,871 | 283,713 |
- FY2025 base salary increased to $275,000 (amended CFO Agreement effective July 1, 2024) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (Cash) | Discretionary at CEO’s direction | N/A | N/A | N/A | $10,000 (FY2023); $20,000 (FY2024) | Cash (annual) |
| Equity Awards | None in FY2023–FY2024 | N/A | N/A | N/A | $0 | N/A |
- Company indicates executive bonus criteria typically consider gross revenue and income from operations targets; Almond’s bonus eligibility is at CEO discretion (no formal metric schedule disclosed for CFO) .
Historical equity grant:
- 10,000 shares granted March 1, 2015; vesting 2,500 shares on each: Jun 1, 2015; Sep 1, 2015; Dec 1, 2015; Mar 1, 2016 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 20,736 shares as of April 30, 2025 |
| Ownership % of outstanding | Less than 1% (11,709,543 shares outstanding) |
| Vested vs unvested | No unvested stock; no outstanding options at FY2024 |
| Options (exercisable/unexercisable) | None outstanding at FY2024 |
| Pledging/Hedging | Policy prohibits hedging, margin purchases, options trading, and pledges |
| Stock ownership guidelines | Company maintains executive ownership guidelines to align with shareholders (specific multiple not disclosed); newly issued shares cannot be sold in open market for 3 months |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Dates | Original employment agreement March 1, 2015; amended and restated effective July 1, 2024 (salary appendix update) |
| Role/Term | CFO; automatic 1-year renewals unless either party gives 6 months’ notice prior to term end |
| Compensation | FY2024 base $226,000; car allowance $2,000/month; FY2025 base $275,000; eligibility for discretionary annual bonuses; six weeks paid vacation |
| Severance (Without Cause or Good Reason) | 12 months base salary continuation; continuation of health-related benefits for 12 months (or cash equivalent with tax-equivalency) |
| Change-of-Control (Double Trigger) | If terminated within 12 months after a change of control: salary multiple equal to 2.99x prior 12 months’ salary; one-time payment equal to the higher of prior-year bonus or 0.5% of consolidated gross revenues; benefits continuation; immediate vesting of options |
| Illustrative CoC Payments (as of FY2024) | Base salary continuance $226,000; health benefits $15,252; salary multiple payout $675,740; bonus/revenue payout $306,965; total $1,223,957 |
| Restrictive Covenants | Non-compete and non-solicit in effect post-termination (8-K summary states covenants remain effective for 24 months) |
| Clawbacks | Not specified in CFO Agreement; company has insider trading and governance policies but no clawback terms disclosed for CFO |
| 280G Gross-Up | Agreement includes excise-tax gross-up provision for excess parachute payments |
Performance & Track Record
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($) | 61,393,091 | 66,088,229 |
| EBITDA ($) | 5,215,355* | 4,965,501* |
Values retrieved from S&P Global.*
Additional context:
- Company reported strong revenue growth and full-year profitability for fiscal 2024, and highlighted quarterly revenue/EPS improvements; see “Business Overview – 2024 Highlights” in the proxy .
Compensation Structure Analysis
- Mix and pay-for-performance: Almond’s pay is predominantly fixed cash with modest discretionary bonuses; no RSUs/options in FY2023–FY2024 — a low equity-at-risk profile that reduces alignment with shareholder TSR relative to peers using PSU/RSU mix .
- Governance flags: The CFO agreement’s 2.99x salary multiple and 0.5% revenue payout on CoC plus 280G gross-up are shareholder-unfriendly features that can inflate exit costs and weaken discipline at change-of-control .
- Ownership alignment: Beneficial ownership is small (<1% of outstanding); absence of outstanding options or unvested equity limits long-term alignment, though the company prohibits hedging/pledging and maintains ownership guidelines .
Related Party Transactions and Governance Signals
- No related-party transactions involving Almond disclosed since July 1, 2023 .
- Say-on-Pay: 91% approval at the June 13, 2024 meeting, indicating broad shareholder support for executive compensation overall .
- Compensation peer group: American Software, BSquare, Cass Information Systems, Digital Turbine, Everbridge, Mitek Systems, SPS Commerce (used for benchmarking) .
- Committee practices: Independent Compensation Committee; met once in FY2024; no material changes to executive compensation that year .
Investment Implications
- Alignment and retention: Cash-heavy structure and limited equity exposure suggest lower pay-for-performance linkage for the CFO; however, severance and auto-renew provisions reduce near-term retention risk .
- Event risk: CoC economics (2.99x salary + 0.5% revenue and excise-tax gross-up) create potential overhang in M&A scenarios and may signal elevated cost of control change .
- Trading signals: Low insider ownership and absence of options imply muted insider selling pressure; policy bans pledging/hedging reduce alignment risks .
- Performance backdrop: Revenues increased to FY2025 while EBITDA declined, suggesting mix/margin focus remains critical; bonus structures for executives reference revenue/operating income, but CFO’s bonus is discretionary — monitor future equity grants under the 2025 plan for improved alignment .