DEF 14A of Agilysys Inc, Jul 13, 2023

DEF 14A of Agilysys Inc

Filed Jul 13, 2023 · FY20230000950170-23-032832

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During fiscal year 2023, the board of directors approved compensation for non-employee directors consisting of the following: $40,000 annual cash retainer for each non-employee director; • $35,000 annual cash retainer for the chairman of the board; • $15,000 annual cash retainer for the chairman of the Audit Committee; • $12,500 annual cash retainer for the chairman of the Compensation Committee; • $7,500 annual cash retainer for the chairman of the Nominating & Corporate Governance Committee; • $10,000 annual cash retainer for each member of the Audit, Nominating & Corporate Governance, and Compensation Committees, including each chairman; and • An award of restricted shares to each non-employee director valued at $100,000 on the grant date. We also reimburse our directors for reasonable out-of-pocket expenses incurred for attendance at board of directors and committee meetings. The fiscal year 2023 equity award for each director consisted of 2,322 restricted shares, based on the closing price of the Company’s common stock of $43.06 on the date the grant was approved by the board of directors, and was granted under the 2020 Equity Incentive Plan. The restricted shares vested on March 31, 2023, and provided for pro-rata vesting upon retirement prior to March 31, 2023. Our directors are subject to share ownership guidelines that require ownership of common stock with a market value of three times the director’s respective annual cash retainer within two years of service and six times the director’s respective annual cash retainer within four years of service. We pay no additional fees for board of director or committee meeting attendance.

  2. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023

  3. Director Compensation for Fiscal Year 2023

    | Director (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Donald Colvin | 65,000 | 100,000 | 165,000 | | Dana Jones | 67,292 | 100,000 | 167,292 | | Jerry Jones | 60,000 | 100,000 | 160,000 | | Michael A. Kaufman | 102,500 | 100,000 | 202,500 | | Melvin Keating | 65,208 | 100,000 | 165,208 | | John Mutch | 60,000 | 100,000 | 160,000 |

  4. Director Compensation for Fiscal Year 2023

    (1) Our CEO, Ramesh Srinivasan, is also a member of the board of directors, but he receives no direct compensation for such service. (2) Fees are paid quarterly. Amounts in this column represent the fair value of the restricted shares computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 based on a grant date of June 8, 2022. The closing price of the Company’s common stock on June 8, 2022, was $43.06. As of March 31, 2023, each of Ms. Jones and Messrs. Colvin, Jones, Kaufman, Keating and Mutch held 0 unvested stock awards.

  5. Director Compensation for Fiscal Year 2023

    | PROPOSAL 1 ELECTION OF DIRECTORS |

  6. Director Compensation for Fiscal Year 2023

    Our board of directors currently consists of seven members whose term expires at this Annual Meeting. In each case, subject to their earlier death, resignation, removal or retirement, the directors remain in office until their respective successors are duly elected and qualified, notwithstanding the expiration of the otherwise applicable term.

  7. Nominees for Director

    Nominees for Director Upon the recommendation of the Nominating and Corporate Governance Committee, comprised of independent directors, the board of directors has nominated each of Donald Colvin, Dana Jones, Jerry Jones, Michael A. Kaufman, Melvin Keating, John Mutch and Ramesh Srinivasan for election to the board of directors for a term of one year, to serve until the annual meeting of stockholders in 2024 and until their successors have been duly elected and qualified, subject to their earlier death, resignation, retirement or removal. Information concerning the nominees for election at this Annual Meeting is set forth below. Unless the stockholder specifies otherwise as to any of these nominees, the shares represented by a validly executed proxy will be voted “FOR” the election of each of Ms. Jones and Messrs. Colvin, Jones, Kaufman, Keating, Mutch and Srinivasan for a one-year term. Each nominee has indicated his or her willingness to serve as a director, if elected. A biography for each director nominee follows and, if applicable, arrangements under which a director was appointed to the board of directors or information regarding any involvement in certain legal or administrative proceedings is provided. Additional information about the experiences, qualifications, attributes, or skills of each director and director nominee in support of his or her service on the board of directors is also provided.

  8. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  9. DIRECTOR NOMINEES

    | Donald Colvin | Age 70 | Director since 2015 |

  10. DIRECTOR NOMINEES

    Mr. Colvin is a director of Viavi Solutions Inc. (Nasdaq: VIAV), a global provider of network test, monitoring and assurance solutions, and a director and chairman of the board of Maxeon Solar (Nasdaq: MAXN). He was formerly a director of UTAC Holdings, Ltd., a private Singapore technology company, and a director of Applied Micro Circuits Corporation from 2007 to 2011. Mr. Colvin previously served as Chief Financial Officer of Caesars Entertainment Corporation from November 2012 to January 2015. Caesars Entertainment Group filed for bankruptcy protection in January 2015. Before that, he was Executive Vice President and Chief Financial Officer of ON Semiconductor Corp. from April 2003 to October 2012. Prior to joining ON Semiconductor, he held a number of financial leadership positions, including Vice President of Finance and Chief Financial Officer of Atmel Corporation, Chief Financial Officer of European Silicon Structures as well as several financial roles at Motorola Inc. Mr. Colvin earned his B.A. in Economics, with honors, and an M.B.A. from the University of Strathclyde in Scotland. Mr. Colvin’s qualifications and extensive experience include financial management, capital structure, financial strategy, significant public company leadership and board experience, and experience in the hospitality industry which the Company serves.

  11. DIRECTOR NOMINEES

    | Dana Jones | Age 48 | Director since 2019 |

  12. DIRECTOR NOMINEES

    Dana Jones has served as the Chief Executive Officer and President of RealPage, Inc. a provider of software and data analytics for the real estate industry, since August 2021. She also serves as a current member of RealPage’s Board of Directors and has over two decades of experience leading and growing global enterprise software businesses. Prior to RealPage, Ms. Jones was the Chief Executive Officer of Sparta Systems, the market leader in digital enterprise quality management software for the life sciences space, from March 2018 until March 2021 when Sparta was acquired by Honeywell. She also served as a director of RealPage, Inc. (formerly Nasdaq: RP), from October 2019 to April 2021 when the company was acquired by Thoma Bravo. Prior to joining Sparta Systems in April 2018, Dana served as Chief Executive Officer of Active Network, the leader in activity and event management software, during 2016 and 2017. Before joining Active Network, Ms. Jones was Chief Marketing Officer and Senior Vice President of Products for Sabre Airline Solutions, a global provider of software to the airline industry, from 2012 to 2017. Prior to Sabre, Ms. Jones co-founded Noesis Energy and served as Executive Vice President of Product, Sales, Marketing, and Operations. Ms. Jones also serves on the board of directors of Zapata Computing, a leading enterprise software company for NISQ-based quantum applications. Ms. Jones graduated Summa Cum Laude and holds a BSE in industrial and operations engineering from the University of Michigan. Ms. Jones is an accomplished software executive with decades of experience leading and growing cloud-based global enterprise software businesses.

  13. DIRECTOR NOMINEES

    | Jerry Jones | Age 67 | Director since 2012 |

  14. DIRECTOR NOMINEES

    Mr. Jones is the Executive Vice President, Chief Ethics and Legal Officer of LiveRamp Holdings, Inc. (NYSE: RAMP), a software-as-a-service (SaaS) company that provides the identity platform for powering exceptional experiences. His responsibilities include oversight of its legal, privacy and security teams and various strategic initiatives, including the strategy and execution of mergers and alliances, as well as serving as a director of most wholly owned subsidiary companies. Prior to joining LiveRamp, which is the successor entity to Acxiom Corp., in September 2018, Mr. Jones was the Chief Ethics and Legal Officer at Acxiom since 1999, where he oversaw all legal and data ethics matters. Prior to joining Acxiom, Mr. Jones was a partner with the Rose Law Firm in Little Rock, Arkansas, where he specialized in problem solving and business litigation for 19 years, representing a broad range of business interests. Mr. Jones is a 1980 graduate of the University of Arkansas School of Law and holds a bachelor’s degree in public administration from the University of Arkansas. As the Chief Ethics and Legal Officer of a SaaS company, Mr. Jones has extensive experience with legal, privacy, and cybersecurity matters. He has also led the strategy and execution of mergers and alliances and international expansion efforts.

  15. DIRECTOR NOMINEES

    | Michael A. Kaufman | Age 51 | Director since 2014 |

  16. DIRECTOR NOMINEES

    Mr. Kaufman is the Chief Executive Officer of MAK Capital, an investment advisory firm based in New York, New York, which he founded in 2002. He is director and Chairman of the Board of Agilysys, Inc., and serves as a director for Skyline Champion, Yatra Online, Inc., Trailhead Biosystems and Metal Recovery Holdings, LLC. Mr. Kaufman holds a B.A. in Economics from the University of Chicago, where he also received his M.B.A.. He also earned a law degree from Yale University. As Chief Executive Officer of MAK Capital, a significant stockholder of the Company, Mr. Kaufman is especially qualified to represent the interests of the Company’s stockholders as a director and chairman of the board. Additionally, Mr. Kaufman’s qualifications and experience include capital markets, investment strategy, and financial management.

  17. DIRECTOR NOMINEES

    | Melvin Keating | Age 76 | Director since 2015 |

  18. DIRECTOR NOMINEES

    Mr. Keating has been a consultant, providing investment advice and other services to private and public companies and private equity firms since 2008. Mr. Keating also serves as a director of MagnaChip Semiconductor Corporation (NYSE: MX), a specialist in OLED panel technology and a designer/manufacturer of analog and mixed signal semiconductor platform solutions (since August 2016). Previously he was a director of Vitamin Shoppe Inc., a retailer of nutritional supplements, from April 2018 until it was taken private in December 2019, and Red Lion Hotels Corporation from July 2010 until June 2017, serving as Chairman of the Board from May 2013 to 2015. During the past five years, Mr. Keating also served on the boards of directors of the following public companies: SPS Commerce, Inc., a provider of cloud-based supply chain management solutions (from March 2018 to May 2019), and Harte Hanks Inc. a global marketing services firm (2017 until July 2020). Mr. Keating holds a B.A. from Rutgers University as well as both an M.S. in Accounting and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. Mr. Keating has substantial experience leading public companies in the technology and hospitality industries and is qualified in global operations, financial management and strategy, and capital markets.

  19. DIRECTOR NOMINEES

    | John Mutch | Age 66 | Director since 2009 |

  20. DIRECTOR NOMINEES

    Mr. Mutch has served as managing partner of MV Advisors LLC (“MV Advisors”), a strategic block investment firm that provides focused investment and strategic guidance to small and mid-cap technology companies, since founding the firm in December 2005. From December 2008 to January 2014, Mr. Mutch served as President, CEO and Chairman of the Board of Directors of BeyondTrust Software, a privately-held security software company. Mr. Mutch has served as Chairman of the board of directors of Aviat Networks, Inc. (Nasdaq: AVNW), a global provider of microwave networking solutions, since February 2015, and has served on the board of directors since January 2015. Previously, Mr. Mutch served on the board of directors of Maxwell Technologies, Inc. (formerly Nasdaq: MXWL), a manufacturer of energy storage and power delivery solutions for automotive, heavy transportation, renewable energy, backup power, wireless communications and industrial and consumer electronics applications, from April 2017 to May 2019, YuMe, Inc. (NYSE: YUME), a provider of digital video brand advertising solutions, from July 2017 to February 2018, at which time the company was acquired by RhythmOne PLC (LON: RTHM), a technology-enabled digital media company, and Mr. Mutch continued serving as a director on the RhythmOne PLC board of directors until January 2019. Mr. Mutch holds a B.S. in Economics from Cornell University and an M.B.A. from the University of Chicago. As a former chief executive officer and board member of many technology companies, Mr. Mutch has extensive experience in the technology industry, restructuring, financial management and strategy, capital markets, sales management, and marketing.

  21. DIRECTOR NOMINEES

    | Ramesh Srinivasan | Age 63 | Director since 2017 |

  22. DIRECTOR NOMINEES

    Mr. Srinivasan has been President and Chief Executive Officer of the Company since January 3, 2017. He previously served as CEO of Ooyala, a Silicon Valley based provider of a suite of technology offerings in the online video space, from January 2016 to November 2016. From March 2015 to November 2015, he was President and CEO of Innotrac Corp., an ecommerce fulfillment provider which merged with eBay Enterprise to form Radial Inc. in 2015. Prior to that, Mr. Srinivasan served as President and CEO of Bally Technologies Inc. (NYSE: BYI) from December 2012 to May 2014, and President and COO from April 2011 to December 2012; he started as Executive Vice President of Bally Systems in March 2005. Mr. Srinivasan was with Manhattan Associates from 1998 to 2005, where his last position was Executive Vice-President of Warehouse Management Systems. Mr. Srinivasan holds a Post-Graduate Diploma in Management (MBA equivalent) from the Indian Institute of Management, Bangalore, India, and a degree in Engineering from the Indian Institute of Technology (Banaras Hindu University), Varanasi, India. Mr. Srinivasan has nearly three decades of hands-on enterprise software development, execution and senior technology management leadership and strategy expertise and accomplishments, including experience and expertise in driving performance at high growth technology companies and helping them scale their business profitably.

  23. Compensation Focus for Fiscal Year 2023

    Compensation Focus for Fiscal Year 2023 In determining compensation for our Named Executive Officers in fiscal year 2023, the Committee was primarily focused on: • Entering into an amended and restated employment agreement with Mr. Srinivasan, our CEO, in connection with the expiration of the initial three-year term of the employment agreement entered into with Mr. Srinivasan in 2020; • Maintaining base salary and annual cash incentives for our other Named Executive Officers generally at prior year levels; and • Providing long-term equity incentives to our Named Executive Officers that continued to meet the Company’s compensation objectives. The compensation arrangements with our Named Executive Officers for fiscal year 2023 were similar to the compensation arrangements for Named Executive Officers in prior years. Our CEO’s compensation includes base salary and an annual incentive based on company financial performance that is settled in shares of common stock. The compensation for our other Named Executive Officers includes base salary, annual cash incentives based on company financial performance, and long-term equity incentives. After considering the results of our recent votes on Named Executive Officer compensation, which confirmed the Company’s general philosophy and objectives relative to our executive compensation program, the Compensation Committee continued to link executive pay to performance and maintained annual incentive opportunities for the Named Executive Officers at the same level as fiscal year 2022. Annual incentive performance targets for fiscal year 2023 were focused on improvements over fiscal year 2022 results. The annual incentive for our CEO, while based on the same company financial measures as the annual incentives for the other Named Executive Officers, was settled in shares of common stock to further align the CEO with stockholder interests and to emphasize long term value creation. Long-term equity incentives for the Named Executive Officer other than the CEO fiscal year 2023 consisted of grants of shares of restricted stock that vest over three years. During the fourth quarter of fiscal year 2023 we entered into an amended and restated employment agreement with Mr. Srinivasan, our CEO. As with prior employment agreements with Mr. Srinivasan, the amended employment agreement has a three-year initial term and included a long-term equity grant, a significant portion of which is conditioned on the Company’s stock price performance to align the CEO with stockholder interests and to emphasize stockholder value creation over the three-year term.

  24. Compensation Philosophy, Objectives, and Structure

    Compensation Philosophy, Objectives, and Structure Our Compensation Committee adopted its pay philosophy, objectives, and structure for Named Executive Officers to achieve financial and business goals and create long-term stockholder value. Compensation Philosophy and Objectives. For fiscal year 2023, our Compensation Committee’s pay philosophy was to emphasize performance-based compensation tied to annual goals in the form of annual cash incentives and long-term performance-based compensation in the form of long-term equity incentives. The Compensation Committee’s objective was to establish an overall compensation package to: Reward the achievement of business objectives approved by our board of directors; • Provide a rational, consistent, and competitive executive compensation program that is well understood by those to whom it applies; • Tie a significant portion of compensation to the long-term performance of our common shares; and • Attract, retain, and motivate executives who could significantly contribute to our success. Compensation Structure. Our compensation structure is comprised of: Base Salary — Base salary provides fixed pay levels aimed to attract and retain executive talent. Variations in salary levels among Named Executive Officers are based on each executive’s roles and responsibilities, experience, functional expertise, relation to benchmark pay levels, individual performance, and changes in salaries in the overall general market and for all employees of the Company. Salaries are reviewed annually by our Compensation Committee, and changes in salary are based on these factors and input from our CEO, other than for himself. None of the factors are weighted according to any specific formula. Salaries for new executive officers are generally based on the Compensation Committee’s discretion and judgment but may be based on any of the above-mentioned relevant factors. Annual Incentives — Annual incentives provide variable pay for achievement of the Company’s financial goals, with target incentives set as a percentage of salary, and are designed to reward achievement of goals with an annual cash payment. At the end of each fiscal year, the Compensation Committee considers the aggregate compensation of each Named Executive Officer and may adjust the annual incentive payment otherwise earned if the aggregate compensation is deemed deficient or excessive in the opinion and discretion of the Compensation Committee. Annual incentives are paid in cash except for our CEO, and his annual incentives are settled in shares of common stock. Long-Term Incentives — Long-term incentives are variable, equity incentives designed to drive improvements in performance that build wealth and create long-term stockholder value by tying the value of earned incentives to the long-term performance of our common shares. For Named Executive Officers other than the CEO, target long-term incentives are also set as a percentage of salary.

  25. Compensation Key Considerations

    Compensation Key Considerations Annual Goal Setting. Annual goals for our Named Executive Officers may be tied to our financial, strategic, and operational goals and may include business specific financial targets relating to our goals. For fiscal year 2023, the Compensation Committee linked annual incentive goals to financial targets emphasizing both growth and profitability. Annual incentives were based on revenue growth, but payment was conditioned upon the achievement of a minimum adjusted EBITDA as a percentage of revenue. Variable Pay at Risk. Our compensation philosophy drives the provision of greater at-risk pay to our Named Executive Officers, and variable pay at risk comprised between 52% and 66% of target annual compensation for the Named Executive Officers other than Mr. Srinivasan and 91% of fiscal year 2023 compensation at target for Mr. Srinivasan. Our Named Executive Officers have significant opportunities for long-term, equity-based incentive compensation, as our philosophy is to tie a significant portion of compensation to the long-term performance of our common shares. Thus, significant emphasis is placed on long-term stockholder value creation, thereby we believe minimizing excessive risk taking by our executives. Compensation Consultants and Competitive Market Assessments. The Compensation Committee engaged FW Cook as a compensation consultant to provide competitive analysis regarding CEO employment contracts and advice regarding a CEO equity award, and carefully considered such analysis and advice, along with other factors, in connection with negotiating Mr. Srinivasan’s amended employment agreement in the fourth quarter of fiscal year 2023. Following such review and consideration, the Committee and Mr. Srinivasan agreed to maintain his base salary and annual target incentive at the levels agreed to in his prior employment agreement, which was effective for fiscal years 2020 to 2023. The Committee also granted him a long-term equity incentive consisting of restricted stock units (“RSUs”), as further described below under Fiscal Year 2023 Compensation – Long-Term Incentives. The Compensation Committee did not engage FW Cook or any other compensation consultant for any other matters related to setting compensation for fiscal year 2023.

  26. Fiscal Year 2023 Compensation

    Fiscal Year 2023 Compensation Base Salary. For fiscal year 2023, base salary comprised between 34% and 48% of total target compensation for the Named Executive Officers other than Mr. Srinivasan. Excluding the long-term equity grant made to him in connection with his amended employment agreement, Mr. Srinivasan’s base salary comprised 50% of his total target compensation for fiscal year 2023. Base salaries for the Named Executive Officers did not change from fiscal year 2022. The Compensation Committee and Mr. Srinivasan, with respect to the Named Executive Officers other than himself, believed that the base salaries of the Named Executive Officers remained aligned with the Committee’s philosophies and goals. Mr. Srinivasan’s base salary has remained unchanged since he joined the Company in fiscal year 2017, except for fiscal year 2021 when Mr. Srinivasan voluntarily agreed to accept no base salary for the first nine months of the fiscal year. Annual Incentives. Annual Incentive Targets. The Compensation Committee set fiscal year 2023 annual incentive goals at the beginning of the fiscal year. As previously discussed, the Committee linked the annual incentive goals of the Named Executive Officers to revenue and Adjusted EBITDA. All the Named Executive Officers were subject to the same annual incentive structure: • 100% of target annual incentives were based on the Company’s achievement of a fiscal year 2023 revenue target of $195 million; • provided that Adjusted EBITDA as a percentage of revenue after payment of annual incentives was not less than 15.5% of revenue.

  27. Fiscal Year 2023 Compensation

    | Component | Weighting (%) | Threshold | | Target | | Maximum | | | | | Amount | Payout (% of target incentive) | Amount | Payout (% of target incentive) | Amount | Payout (% of target incentive) | | Revenue | 100 | $180M | 50 | $195M | 100 | $210M | 150 |

  28. Fiscal Year 2023 Compensation

    Achievement would be scaled between the threshold level and the target level and between the target level and the maximum level. Payouts were capped at 150% of target incentives. If the Adjusted EBITDA condition was not achieved, then the annual incentives would not be earned. For fiscal year 2023, the Committee continued to believe that revenue growth was most accretive to stockholder value. The Committee imposed the Adjusted EBITDA condition in order to encourage disciplined management of Company expenses and profitable growth. The annual revenue target represented at 20% increase over fiscal year 2022 revenue, which the Compensation Committee believed involved performance that was reasonably difficult. Annual Incentive Results. Total revenue increased $35.5 million, or 21.9%, in fiscal 2023 compared to fiscal 2022 to a record $198.1 million, compared to $162.6 in fiscal year 2022 and $137.2 million in fiscal year 2021. Total Adjusted EBITDA increased $3 million, or 11%, in fiscal year 2023 compared to fiscal year 2022 to $30.3 million compared to $27.3 million in fiscal year 2022. As a result, Adjusted EBITDA was 15.3% of revenue in fiscal year 2023 compared to 16.8% of revenue in fiscal year 2022. Although the attained revenue was above the $195 million target and well above the $180 million threshold level for annual incentive achievement, Adjusted EBITDA as a percentage of revenue failed to meet the 15.5% threshold for annual incentive payments. Notwithstanding the failure to achieve the threshold Adjusted EBITDA percentage, the Committee believed the Company had exceeded expectations with respect to growing revenue and had achieved an acceptable level of Adjusted EBITDA since the Company had a compelling need to make additional cost investments in fiscal year 2023 to address future revenue growth opportunities. Accordingly, the Committee used its discretion to certify 60% achievement of annual incentive targets, which was the amount the Committee believed was both reasonable and would not significantly impact the Company’s profitability goals.

  29. Fiscal Year 2023 Compensation

    CEO Annual Incentive. Mr. Srinivasan was eligible for an annual incentive for fiscal year 2023 based on the Company financial performance metrics described above, with any such earned incentive to be settled in shares of common stock. Pursuant to both his prior employment agreement and his amended employment agreement, Mr. Srinivasan’s target annual incentive for fiscal year 2023 was set at 100% of his base salary, or $600,000, with a maximum potential incentive of $900,000 (150% of his base salary), payable upon achievement of 150% of the annual incentive goals, and a threshold potential incentive of $300,000 (50% of his target annual incentive), payable upon achievement of 50% of the annual incentive goals. Based on the fiscal year 2023 results discussed above, Mr. Srinivasan was awarded 60%, or $360,000, of his annual incentive target. Accordingly, the Compensation Committee granted Mr. Srinivasan 5,168 shares of common stock, being the number of shares having an approximate value of $360,000 based on the closing price of the Company’s common stock on May 24, 2023, the date that the Committee made its determination. Annual Incentives for the Other Named Executive Officers. Fiscal year 2023 target annual incentives for the other Named Executive Officers other than Mr. DeMarinis, were set as 50% of the executive’s base salary. Mr. DeMarinis’ annual incentive was set as 60% of his base salary, and he was also eligible for annual sales-related incentives of $150,000 at target due to his role as head of our Americas and EMEA Sales teams. Annual incentives comprised 21% to 41% of total fiscal year 2023 target compensation for these Named Executive Officers.

  30. Fiscal Year 2023 Compensation

    | Officer | Target Annual Incentive as % of Base Salary | Target Annual Incentives ($) | Target Annual Incentive as % of FY23 Total Target Compensation | | Dave Wood | 50% | 137,500 | 21% | | Kyle Badger | 50% | 140,000 | 23% | | Prabuddha Biswas | 50% | 135,000 | 24% | | Don DeMarinis | 120% | 300,000 | 41% |

  31. Fiscal Year 2023 Compensation

    Additional detail about target and maximum incentives are disclosed in the Grants of Plan-Based Awards for Fiscal Year 2023 table below. Based on the fiscal year 2023 results discussed above, each of the Named Executive Officers were awarded 60% of their target annual incentives subject to the annual incentive plan described above. Mr. DeMarinis earned an additional $136,176 of his target $150,000 sales incentives (90.7%) based on the net gross profit of eligible sales.

  32. Fiscal Year 2023 Compensation

    | Officer | Annual Incentive Plan Target ($) | Achievement (%) | Annual Incentive Plan Payout ($) | Annual Sales Incentive Payout ($) | Total Annual Incentives Payouts ($) | | Dave Wood | 137,500 | 60% | 82,500 | — | 82,500 | | Kyle Badger | 140,000 | 60% | 84,000 | — | 84,000 | | Prabuddha Biswas | 135,000 | 60% | 81,000 | — | 81,000 | | Don DeMarinis | 300,000 | 60% | 90,000 | 136,176 | 226,176 |

  33. Fiscal Year 2023 Compensation

    Long-Term Incentives. Pursuant to his amended employment agreement Mr. Srinivasan received a grant of 67,856 RSUs, which was equal to $5,400,000 divided by the closing price of the Company’s common stock on March 10, 2023, the date of grant. Of the granted RSUs, 33,928 RSUs, or 50% of the total grant, will vest in equal annual amounts over the next three years, subject to Mr. Srinivasan’s continued employment with the Company on the vesting date. Of the remaining RSUs, 21,035 RSUs (the “First Tranche”) will vest if both the closing price of the Company’s stock has been equal to or higher than $100 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company through the third anniversary of the grant date. 12,893 of the remaining RSUs (the “Second Tranche”) will vest if both the closing price of the Company’s stock has been equal to or higher than $115 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company through the third anniversary of the grant date, Upon vesting, the Company will issue and deliver to Mr. Srinivasan the number of shares of the Company’s common stock equal to the number of vested RSUs. The Committee believed the $100 and $115 target share prices to be appropriate since each would be a significant increase over the Company’s then current share price of $79.58 and would represent a significant gain in stockholder value if achieved. In addition, the Committee believed the time-vesting components bolster retention over the three-year period. With respect to the other Named Executive Officers, in fiscal year 2021, the Committee had increased the value of long-term incentive awards to all participants, including each of these Named Executive Officers, over recent prior years, to bolster retention at a time when it appeared that the hospitality industry and the Company would be disproportionately impacted by the COVID-19 pandemic. In fiscal year 2022, the Committee did not to provide any further long-term equity awards to the Named Executive Officers other than Mr. Wood since the Committee believed the awards made in fiscal year 2021 and prior years were sufficient to achieve the goals of retention and alignment with stockholder interests without additional awards. For fiscal year 2023, the Committee provided long-term equity awards to each of these Named Executive Officers in amounts that it believed further the goals of retention and alignment with stockholder interests. In setting the long-term incentive awards for these Named Executive Officers, the Committee received input and recommendations from Mr. Srinivasan. The Committee granted long-term equity awards to the Named Executive Officers and other key employees of the Company in June 2022 with the understanding that additional long-term equity awards may be granted to the Named Executive Officers and other key employees if the Company remained on track to achieve its annual goals. The Committee set the June 2022 long-term equity awards for the Named Executive Officers at 50% of their base salary allocated to restricted common stock vesting over three years. In November 2022, the Committee determined that additional awards to the Named Executive Officers and other key employees were necessary and appropriate and provided additional grants of restricted common stock vesting over three years to each of the Named Executive Officers. The Committee determined the level of the November 2022 awards for each Named Executive Officer based on a determination, with the advice and recommendations of Mr. Srinivasan, of the amount that furthered its goals of retention and alignment with stockholder interests with respect to each Named Executive Officer. In total, the long-term equity incentive awards to these Named Executive Officers comprised between 24% and 37% of each executive’s total fiscal year 2023 target compensation. Each of the awards vest in equal annual amounts over three years beginning on the first anniversary of the date of grant.

  34. Fiscal Year 2023 Compensation

    | Officer | LTI Award | LTI Value ($)* | Shares Subject to Award (#) | | Dave Wood | June Restricted Stock Award | 137,491 | 3,193 | | | November Restricted Stock Award | 110,000 | 1,691 | | Kyle Badger | June Restricted Stock Award | 139,988 | 3,251 | | | November Restricted Stock Award | 56,008 | 861 | | Prabuddha Biswas | June Restricted Stock Award | 134,993 | 3,135 | | | November Restricted Stock Award | 26,996 | 415 | | Don DeMarinis | June Restricted Stock Award | 125,003 | 2,903 | | | November Restricted Stock Award | 50,023 | 769 |

  35. Fiscal Year 2023 Compensation

    June awards were based on the closing price of our common stock on June 8, 2022, the date the Committee granted the awards, which was $43.06 per share. November awards were based on the closing price of our common stock on November 12, 2022, the date the Committee granted the awards, which was $65.05 per share. The Committee’s focus with long-term incentive awards has been to link compensation directly to stockholder gains. In addition, the Committee believed the vesting schedule for the awards bolsters retention over the three-year vesting period. Additional Compensation – Executive Benefits. We provide executive benefits to our Named Executive Officers including additional life and long-term disability insurance plans. Executive benefits are further described in the Summary Compensation Table. We believe these benefits enhance the competitiveness of our overall executive compensation package. We have, however, limited executive benefits offered to reduce compensation costs. Additionally, welfare benefits offered to our Named Executive Officers are the same level of benefits offered to all Company employees.

  36. Employment Agreements and Change of Control

    Employment Agreements and Change of Control The material termination and change of control provisions of various agreements are summarized below for each Named Executive Officer and are covered in more detail in the Termination and Change of Control table and accompanying discussion. Employment Agreements. The Company has entered into employment agreements with each of the Named Executive Officers. In accordance with his amended employment agreement, Mr. Srinivasan will serve as CEO and President for an additional three-year initial term beginning on March 10, 2023. The term of employment will automatically extend for successive periods of one year unless either the Company or Mr. Srinivasan provides written notice of non-renewal at least 90 days before the end of the then-current employment term. If the employment agreement is terminated by the Company without cause or by Mr. Srinivasan for good reason, then subject to his execution of a release of claims, Mr. Srinivasan will be entitled to receive severance equal to two years’ then-current base salary and two times the value of his target annual bonus performance shares, which will be paid during regular pay intervals over the course of two years. In addition, he will also receive (a) a lump sum payment in cash, on the 60th day after the termination date, equal to the total after-tax premiums required to pay for 24 months of COBRA continuation coverage under the Company’s medical, dental and vision insurance plans; (b) a lump sum payment in cash of his pro-rated bonus for the year of termination based on actual performance with no negative discretion by the Board; and (c) twelve (12) months of accelerated vesting of all equity compensation awards that are subject to time or service-based vesting and were unvested and outstanding on the termination date. If such termination occurs within three months before or 24 months after a change in control, Mr. Srinivasan will receive two times the sum of his then-current base salary and target annual bonus, 48 months of COBRA continuation coverage under the Company’s medical, dental and vision insurance plans and 100% release of any post-closing restrictions related to equity awards that were deemed vested as a result of the change of control. In addition, upon any termination of employment, Mr. Srinivasan will receive accrued but unpaid base salary and payment for any unused vacation and unreimbursed expenses. The Company entered into employment agreements with each of the other Named Executive Officers on July 27, 2020. Under the employment agreements for these Named Executive Officers, upon termination without cause, we must pay severance equal to 12 months’ salary and reimbursement of the executive’s total premium for 12 months of COBRA continuation coverage under the Company’s health benefit plans. If the executive’s compensation is reduced by more than 10%, other than a general reduction that affects all similarly situated executives, or if at any time prior to a change in control the executive no longer reports to the CEO, the executive may terminate his employment if the Company fails to materially cure such condition within 30 days following notice of such condition by the executive, and the termination will be deemed to be a termination without cause and the executive is entitled to his or her severance benefits. In the event that any of these Named Executive Officers are terminated without cause or by the executive for good reason in the 24 months following a change of control of the Company, the executive is entitled to severance pay equal to 12 months’ salary and a pro rata portion of target annual incentive and reimbursement of the executive’s total premium for 12 months of COBRA continuation coverage under the Company’s health benefit. None of the Named Executive Officers is entitled to excise tax gross-up payments. In consideration of the severance benefits, Mr. Srinivasan is subject to 24-month post-termination confidentiality and non-disclosure requirements, as well as non-competition and non-solicitation obligations, except that if the term of his employment agreement expires at the end of the initial three-year term, the non-competition provisions will only apply for 12 months following termination. Each other employment agreement contains a 12-month post-termination non-solicitation provision, an indefinite confidentiality provision, and a 12-month post-termination non-compete provision. Our Compensation Committee believes that the terms of these employment agreements enhance our ability to retain our executives and contain severance costs by providing reasonable severance benefits competitive with market practice. Severance costs are contained by limiting pay to one year in the absence of a change of control, limiting personal benefits, not providing accelerated vesting for awards under the agreements, and narrowly defining a voluntary termination that triggers severance benefits. Severance payments in the event of a change of control are subject to a double trigger such that severance benefits are provided only upon a combination of a change of control and a qualified termination. Additionally, the Company benefits greatly from the non-competition, non-disclosure, and non-solicitation clauses contained in the employment agreements. Accelerated Vesting. Except as described above for our CEO, none of the employment agreements provide for accelerated vesting of equity. Under our 2020 Equity Incentive Plan and 2016 Stock Incentive Plans, vesting is accelerated upon the actual occurrence of a change of control for all SSARs and restricted shares (including performance shares). The Compensation Committee believed that during a change of control situation, a stable business environment is in the stockholders’ best interests, and accelerated vesting provisions provide stability. Additionally, under outstanding restricted share award agreements, all restricted shares (including performance shares) vest upon death or disability. The accelerated vesting provisions are applicable to all employees who receive equity awards, not just executive management. The equity incentive awards granted to the Named Executive Officers are subject to a holding period of one year following a change of control. Under this provision, all unvested SSARs and restricted shares accelerate upon the actual occurrence of a change of control but remain subject to restrictions on exercise and transfer until the earlier of one year after the change of control or the executive’s qualified termination. The Committee believed that this further restriction during a change of control situation further promotes a stable business environment and is in the stockholders’ best interests.

  37. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We determined our median employee based on base salary (annualized in the case of full- and part-time employees who joined the company during fiscal year 2023) of each of our employees (excluding the CEO), as of March 31, 2023. The annual total compensation of our median employee (other than the CEO) for 2023 was $30,617. As disclosed in the Summary Compensation Table appearing on page 25, our CEO’s annual total compensation for fiscal year 2023 was $5,836,288. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 191 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. In addition, the pay ratio this year was impacted by two factors: (1) Continued expansion of our Indian development center, which at the end of fiscal year 2023 contained 66% of our global employees. Market levels of compensation in India are generally substantially less than the U.S., where our CEO is based; and (2) The substantial equity awards granted to our CEO in connection with the amendment of his employment agreement, an event that did not happen in the past two fiscal years and is not expected to occur again in the next two fiscal years.

  38. Additional Compensation Policies

    Stock ownership that is included toward attainment of the guidelines includes (i) shares owned directly (including through open market purchases, through the Company’s Employee Stock Purchase Plan or acquired and held upon vesting of Company equity awards); (ii) shares owned either jointly with, or separately by, his or her immediate family members residing in the same household; (iii) shares held in trust for the benefit of the individual, or his or her immediate family members; and (iv) in-the-money value of vested but unexercised stock options and stock appreciation rights. Directors and executives are expected to attain the specified target ownership levels within both two and four years from the later of the effective date of this policy or becoming a director or an executive and remain at or above that level until retirement. The Compensation Committee of the board of directors regularly reviews progress toward achieving these ownership levels, and at its meeting in May 2021, the Compensation Committee determined that all of the directors and executives met the prescribed ownership levels. Until a director or executive has satisfied the stock ownership guidelines, such director or executive is required to retain fifty percent (50%) of the net shares of common stock received from the Company as compensation after deducting any shares withheld by the Company or sold by the director or executive, if any, for the purpose of satisfying the exercise price and tax liabilities and related fees related to the settlement event. Once an individual achieves his or her stock ownership goal, these retention restrictions no longer will apply unless a disposition would cause the individual's stock ownership to fall below his or her goal. Impact of Tax Considerations. Section 162(m) of the Internal Revenue Code, through December 31, 2017, limited the tax deduction of public companies for compensation in excess of $1.0 million paid to their CEO and the three most highly compensated executive officers (other than the CFO) at the end of any fiscal year unless the compensation qualified as “performance-based compensation” Under applicable IRS regulations. For tax years after December 31, 2017, the Tax Cuts and Jobs Act of 2017 amended Section 162(m) to expand the $1.0 million deduction limitation described above to a larger group of employees and to eliminate the “performance-based” exception. The employees (referred to as “covered employees”) to whom the deduction limitation applies include the CEO and CFO (in each case, whether or not serving as executive officers as of the end of the fiscal year) and the three other most highly compensated executive officers. In addition, once considered a “covered employee” for a given year, the individual will be treated as a “covered employee” for all subsequent years. The Compensation Committee has considered the effect of Section 162(m) on the Company’s executive compensation program. The Compensation Committee exercises discretion in setting base salaries, structuring incentive and long-term compensation awards and in determining payments in relation to levels of achievement of performance goals. The Compensation Committee believes that the total compensation program for Named Executive Officers should be managed in accordance with the objectives outlined in the Committee’s compensation philosophy and in the best overall interests of the Company’s stockholders. Accordingly, compensation paid by the Company may not be deductible because such compensation exceeds the limitations for deductibility under Section 162(m).

  39. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023

  40. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ramesh Srinivasan | FY23 | 600,000 | — | 4,859,824 | — | 360,000 | 16,464 | 5,836,288 | | President and Chief Executive | FY22 | 600,000 | — | — | — | 204,000 | 18,789 | 822,789 | | Officer | FY21 | 163,846 | — | — | — | 180,000 | 4,601 | 348,447 | | Dave Wood | FY23 | 275,000 | 82,500 | 247,490 | — | — | 29,325 | 634,316 | | Vice President and Chief | FY22 | 251,173 | 42,783 | 275,000 | — | — | 9,735 | 578,691 | | Financial Officer | FY21 | 202,133 | 36,000 | 118,831 | 1,144,574 | — | 2,996 | 1,504,534 | | Kyle Badger | FY23 | 280,000 | 84,000 | 195,996 | — | — | 19,491 | 579,487 | | Senior Vice President, General | FY22 | 280,000 | 47,600 | — | — | — | 14,549 | 342,149 | | Counsel and Secretary | FY21 | 238,000 | 42,000 | 138,616 | 1,335,350 | — | 5,007 | 1,758,973 | | Prabuddha Biswas | FY23 | 270,000 | 81,000 | 161,989 | — | — | 22,595 | 535,584 | | Senior Vice President, Chief | FY22 | 270,000 | 45,900 | — | — | — | 21,585 | 337,485 | | Technology Officer | FY21 | 229,500 | 40,500 | 133,660 | 1,287,657 | — | 5,555 | 1,696,872 | | Don DeMarinis | FY23 | 250,000 | 226,176 | 175,027 | — | — | 20,222 | 671,424 | | Senior Vice President Sales, | FY22 | 250,000 | 32,205 | — | — | — | 12,776 | 294,981 | | Americas | FY21 | 212,500 | 120,350 | 123,290 | 1,192,290 | — | 2,389 | 1,650,819 |

  41. Summary Compensation Table for Fiscal Year 2023

    (1) For fiscal year 2023, amounts include discretionary cash incentive payments awarded to the Named Executive Officers as described in the CD&A above. For Mr. DeMarinis, amounts also include commission and other sales-related incentives. (2) Stock Awards include grants of restricted shares and, with respect to Mr. Srinivasan, restricted stock units (RSUs). Option Awards include grants of stock-settled appreciation rights (SSAR) to the Named Executive Officers. Amounts disclosed do not represent the economic value received by the Named Executive Officers. The value, if any, recognized upon the exercise of a SSAR will depend upon the market price of the shares on the date the SSAR is exercised. The value, if any, recognized for restricted shares and RSUs will depend upon the market price of the shares upon vesting. In accordance with SEC rules, the values for restricted shares, RSUs, and SSARs are equal to the aggregate grant date fair value for each award computed in accordance with FASB ASC Topic 718. The fair value of RSU and restricted share grants subject only to a service condition is based on the closing price of our common shares on the grant date. For SSAR grants subject only to a service condition, we estimate the fair value on the grant date using the Black-Scholes-Merton option pricing model. For RSU, restricted share, and SSAR grants subject to a market condition (“performance grants”), we estimate the fair value on the grant date through a lattice option pricing model that utilizes a Monte Carlo analysis. Discussion of the assumptions used in determining these valuations is set forth in Note 13 of the Notes to Consolidated Financial Statements of the Company’s 2023 Annual Report. For the other Named Executive Officers, stock awards represent grants of restricted shares to each Named Executive Officer as part of the executive’s annual long-term equity grant. (3) Represents annual incentive settled in shares of common stock. Fiscal year 2023 settled in 5,168 common shares; fiscal year 2022 settled in 5,384 common shares; and fiscal year 2021 settled in 3,403 common shares. (4) All other compensation includes the following compensation, calculated based on the aggregate incremental cost to the Company of the benefits noted:

  42. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table and related notes summarize grants of equity and non-equity incentive compensation awards to our Named Executive Officers for fiscal year 2023. All equity awards were made under the Company’s 2020 Equity Incentive Plan.

  43. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023

  44. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Stock Awards: | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Number of Shares of Stock (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Ramesh Srinivasan | 3/10/2023 | | | | 33,928 | 2,699,990 | | | 3/10/2023 | | | | 21,035 | 1,385,996 | | | 3/10/2023 | | | | 12,893 | 773,838 | | | 5/24/2022 | 300,000 | 600,000 | 900,000 | | | | Dave Wood | 11/12/2022 | | | | 1,691 | 110,000 | | | 6/8/2022 | | | | 3,193 | 137,491 | | | 5/24/2022 | 68,750 | 137,500 | 206,250 | | | | Kyle Badger | 11/12/2022 | | | | 861 | 56,008 | | | 6/8/2022 | | | | 3,251 | 139,988 | | | 5/24/2022 | 70,000 | 140,000 | 210,000 | | | | Prabuddha Biswas | 11/12/2022 | | | | 415 | 26,996 | | | 6/8/2022 | | | | 3,135 | 134,993 | | | 5/24/2022 | 67,500 | 135,000 | 202,500 | | | | Don DeMarinis | 11/12/2022 | | | | 769 | 50,023 | | | 6/8/2022 | | | | 2,903 | 125,003 | | | 5/24/2022 | 75,000 | 150,000 | 225,000 | | |

  45. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) Amounts shown in the columns under Estimated Future Payouts Under Non-Equity Incentive Plan Awards represent fiscal year 2023 annual target and maximum cash-based annual incentives granted under the annual incentive plan. Total target and maximum payouts were conditioned on achievement of goals based on revenue and Adjusted EBITDA for each Named Executive Officer. No amounts were paid pursuant to these awards in fiscal year 2023. Further explanation of potential and actual payouts by component and pursuant to the discretion of the Compensation Committee of our board of directors is set forth in the CD&A. (2) For Mr. Srinivasan, the shares amounts with a March 10, 2023 grant date represent restricted stock units (RSUs) granted to Mr. Srinivasan at the fair market value on the grant date. 33,928 RSUs will vest in equal annual amounts over the next three years, subject to Mr. Srinivasan’s continued employment with the Company on the vesting date. 21,035 RSUs will vest if both the closing price of the Company’s stock has been equal to or higher than $100 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company through the third anniversary of the grant date. 12,893 of the remaining RSUs will vest if both the closing price of the Company’s stock has been equal to or higher than $115 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company through the third anniversary of the grant date. Upon vesting, the Company will issue and deliver to Mr. Srinivasan the number of shares of the Company’s common stock equal to the number of vested RSUs. The dollar amount shown for each equity grant represents the grant date fair value of the shares, calculated in accordance with FASB ASC Topic 718. The actual value, if any, recognized upon the vesting of shares will depend upon the market price of the shares on the date the shares vest.

  46. Outstanding Equity Awards

    Outstanding Equity Awards The following table and related notes summarize the outstanding equity awards held by the Named Executive Officers as of March 31, 2023.

  47. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  48. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares of Stock That Have Not Vested ($)(3) | | Ramesh Srinivasan | 2/10/2020 | 600,000 | | 36.60 | 8/10/2024 | | | | | 3/10/2023 | | | | | 33,928 | 2,799,399 | | | 3/10/2023 | | | | | 21,035 | 1,735,598 | | | 3/10/2023 | | | | | 12,893 | 1,063,801 | | Dave Wood | 11/19/2020 | 2,528 | | 20.02 | 6/2/2027 | | | | | 12/1/2021 | | | | | 7,948 (a) | 655,789 | | | 6/8/2022 | | | | | 3,193 (a) | 263,454 | | | 11/12/2022 | | | | | 1,691 (a) | 139,524 | | Kyle Badger | 6/20/2019 | 9,985 | | 22.41 | 6/20/2026 | | | | | 11/19/2020 | 65,264 | | 20.02 | 6/2/2027 | | | | | 6/8/2022 | | | | | 3,251 (b) | 268,240 | | | 11/12/2022 | | | | | 861 (b) | 71,041 | | Prabuddha Biswas | 11/19/2020 | 2,844 | | 20.02 | 6/2/2027 | | | | | 6/8/2022 | | | | | 3,135 (c) | 258,669 | | | 11/12/2022 | | | | | 415 (c) | 34,242 | | Don DeMarinis | 11/19/2020 | 2,634 | | 20.02 | 6/2/2027 | | | | | 6/8/2022 | | | | | 2,903 (d) | 239,527 | | | 11/12/2022 | | | | | 769 (d) | 63,450 |

  49. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) For Mr. Srinivasan, the share amounts represent RSUs granted to Mr. Srinivasan. 11,309 will vest on March 10, 2024, 11,309 will vest on March 10, 2025, and 11,310 will vest on March 10, 2026. 21,035 will vest on March 10, 2026 if the closing price of the Company’s stock has been equal to or higher than $100 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company on March 10, 2026. 12,893 will vest on March 10, 2026 if the closing price of the Company’s stock has been equal to or higher than $115 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company on March 10, 2026. (2) For the Named Executive Officers other than Mr. Srinivasan, as of March 31, 2023, the vesting schedules for the stock awards were as follows: a. 555 vest if the closing price of the Company’s stock has been equal to or higher than $85 per share for 10 consecutive trading days prior to September 30, 2024; 1,110 vest on November 30, 2023 and the closing price of the Company’s stock has been equal to or higher than $85 per share for 10 consecutive trading days prior to November 30, 2024; 3,886 vest on November 30, 2024 and the closing price of the Company’s stock has been equal to or higher than $85 per share for 10 consecutive trading days prior to November 30, 2024; 1,064 vest on June 30, 2023; 563 vest on October 31, 2023; 799 vest on November 30, 2023; 1,064 vest on June 30, 2024; 564 vest on October 31, 2024; 1,598 vest on November 30, 2024; 1,064 vest on June 30, 2025; and 546 vest on October 31, 2025. b. 1,083 vest on June 30, 2023; 287 vest on October 31, 2023; 1,084 vest on June 30, 2024; 287 vest on October 31, 2024; 1,085 vest on June 30, 2025; and 287 vest on October 31, 2025. c. 1,045 vest on June 30, 2023; 138 vest on October 31, 2023; 1,045 vest on June 30, 2024; 138 vest on October 31, 2024; 1,045 vest on June 30, 2025; and 139 vest on October 31, 2025. d. 967 vest on June 30, 2023; 256 vest on October 31, 2023; 968 vest on June 30, 2024; 256 vest on October 31, 2024; 968 vest on June 30, 2025; and 257 vest on October 31, 2025. Calculated based on the closing price of the shares on March 31, 2023, of $82.51 per share.

  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table and related notes summarize the exercise of stock options and/or SSARs and the vesting of other stock awards by the Named Executive Officers while they were serving as Named Executive Officers during fiscal year 2023.

  51. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023

  52. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ramesh Srinivasan | — | — | — | — | | Dave Wood | 64,483 | 3,926,397 | 1,818 | 120,395 | | Kyle Badger | 45,985 | 2,210,667 | 1,190 | 78,650 | | Prabuddha Biswas | 15,534 | 970,504 | 1,147 | 75,798 | | Don DeMarinis | 57,822 | 3,654,233 | 1,063 | 70,249 |

  53. Option Exercises and Stock Vested for Fiscal Year 2023

    (1) Value on date of exercise. (2) The value realized on vesting of stock awards is determined by multiplying the number of shares underlying the stock awards by the closing price of the shares on the vesting date of the awards.

  54. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our named executive officers (“NEOs”) for the past three fiscal years as set forth in the Summary Compensation table, the “compensation actually paid” (or “CAP”) to our principal executive officer (“PEO”), and on an average basis, to our other NEOs (in each case, as determined under SEC rules), our Total Stockholder Return (TSR), the TSR of companies listed in the SIC Code 7373 - Computer Integrated Systems Design (our peer group for this purpose), our GAAP net income (loss), and our Company Selected Metric results (GAAP net revenue) against a defined group of peers.

  55. Pay Versus Performance

    | Fiscal Year ended March 31, (a) | Summary compensation on table total for PEO ($)(b)(1) | Compensation actually paid to PEO ($)(c)(2) | Average summary compensation on table total for non-PEO NEOs ($)(d)(3) | Average compensation actually paid to non-PEO NEOs ($)(e)(2) | Total stockholder return ($)(4) | Peer group total stockholder return ($)(4) | Net income (loss) (in thousands) ($) | Revenue (in thousands) ($)(5) | | 2023 | 5,836,288 | 9,323,318 | 605,203 | 1,791,184 | 394.01 | 11.64 | 14,582 | 198,065 | | 2022 | 822,789 | (205,682) | 403,998 | 416,487 | 138.80 | 42.08 | 6,478 | 162,636 | | 2021 | 348,447 | 10,333,284 | 1,342,437 | 3,148,920 | 187.19 | 34.69 | (21,001) | 137,176 |

  56. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Srinivasan (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2023.” (2) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan for named executives, so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

  57. Pay Versus Performance

    | Fiscal Year ended March 31, (a) | Executives | SCT Total Compensation ($)(A) | Grant date value of new awards ($)(B) | Year-end value of new awards ($)(i) | Change in value of prior awards that are unvested ($)(ii) | Change in value of vested awards granted in prior fiscal years ($)(iii) | Value of vested awards granted during fiscal year ($)(iv) | Value of unvested awards forfeited during fiscal year ($)(v) | Total equity CAP (C)=(i)+(ii)+(iii)+(iv)+(v) ($) | CAP (D)=(A)-(B)+(C) ($) | | 2023 | PEO | 5,836,288 | 5,219,824 | 5,027,042 | — | 3,319,813 | 360,000 | — | 8,706,855 | 9,323,318 | | | Other NEOs | 605,203 | 195,125 | 669,074 | 130,734 | 581,299 | — | — | 1,381,107 | 1,791,184 | | 2022 | PEO | 822,789 | 204,000 | — | (1,019,476) | (8,995) | 204,000 | — | (824,471) | (205,682) | | | Other NEOs | 403,998 | 99,375 | 101,195 | 41,643 | (30,975) | — | — | 111,864 | 416,487 | | 2021 | PEO | 348,447 | 180,000 | — | 8,578,180 | 1,406,657 | 180,000 | — | 10,164,837 | 10,333,284 | | | Other NEOs | 1,342,437 | 1,094,854 | 182,613 | 125,012 | 495,753 | 2,150,273 | (52,315) | 2,901,337 | 3,148,920 |

  58. Pay Versus Performance

    A. The dollar amounts reported in the Summary Compensation table for the applicable fiscal year (on an average basis for the non-PEO NEOs). B. The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and "Option Awards" columns in the Summary Compensation table for the applicable year (on an average basis for the non-PEO NEOs). C. The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following (on an average basis for the non-PEO NEOs): i. the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; ii. the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; iii. for awards that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year; and iv. for awards that are granted and also vest in the applicable year, the fair value as of the vesting date. The valuation assumptions and processes used to recalculate fair values used a consistent process and did not materially differ from those disclosed at the time of the applicable grant; and v. for awards that forfeit in the applicable year, the fair value as of the end of the prior fiscal year. D. “Compensation Actually Paid” may not necessarily represent total cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The dollar amounts reported in column (d) are the average amounts of total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation table. Refer to “Summary Compensation Table for Fiscal Year 2023.” For each of years ended March 31, 2023, 2022 and 2021, the non-PEO NEOs were:

  59. Pay Versus Performance

    | Year ended March 31, | Non-PEO NEOs | | 2023 | Dave Wood, Kyle Badger, Prabuddha Biswas, Don DeMarinis | | 2022 | Dave Wood, Kyle Badger, Don DeMarinis, Chris Robertson | | 2021 | Dave Wood, Kyle Badger, Prabuddha Biswas, Don DeMarinis, Tony Pritchett |

  60. Pay Versus Performance

    (4) TSR is determined based on the value of an initial fixed investment of $100 at market close on the last trading before April 1, 2020. The TSR peer group consists of the companies listed in the SIC Code 7373 - Computer Integrated Systems Design. (5) Our company-selected measure is GAAP revenue.

  61. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. Therefore, we do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year and the Compensation Committee did not consider this information in making its executive compensation decisions. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  62. Compensation Actually Paid and Cumulative TSR of the Company

    Compensation Actually Paid and Cumulative TSR of the Company For fiscal years 2021, 2022 and 2023, the Company’s TSR (based on a $100 investment at the beginning of fiscal year 2021) increased by 87.2%, decreased by 25.8% and increased by 183.9%, respectively. During fiscal year 2022 and 2023, CAP to our PEO decreased from $10.3 million to $(0.2) million and increased from $(0.2) million to $9.3 million, respectively. During fiscal year 2022 and 2023, average CAP to our non-PEO NEOs decreased from $3.1 million to $0.4 million and increased from $0.4 million to $1.8 million, respectively.

  63. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) For fiscal years 2021, 2022 and 2023, the Company’s Net Income (Loss) increased by 38.4%, 130.8% and 125.1%, respectively. As noted above, CAP to our PEO and to our non-PEO NEOs decreased during fiscal year 2022 and increased during fiscal year 2023.

  64. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue For fiscal years 2021, 2022 and 2023, the Company’s Revenue (computed in accordance with GAAP) decreased by 14.7%, increased by 18.6% and increased by 21.8%, respectively. As noted above, CAP to our PEO and to our non-PEO NEOs decreased during fiscal year 2022 and increased during fiscal year 2023.