DEF 14A of Agilysys Inc, Jul 18, 2025

DEF 14A of Agilysys Inc

Filed Jul 18, 2025 · FY20250000950170-25-096918

Open on EDGAR

  1. CONTENTS

    | PROXY STATEMENT | 1 | | 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 | | Annual Meeting Information | 1 | | Corporate Governance | 3 | | Director Compensation | 9 | | PROPOSAL 1: ELECTION OF DIRECTORS | 11 | | Nominees for Director | 11 | | Board Matrix | 18 | | Vote Required | 18 | | BENEFICIAL OWNERSHIP OF COMMON SHARES | 19 | | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 20 | | COMPENSATION DISCUSSION AND ANALYSIS | 21 | | Compensation Focus for Fiscal Year 2025 | 21 | | Compensation Philosophy, Objectives, and Structure | 21 | | Compensation Key Considerations | 22 | | Fiscal Year 2025 Compensation | 23 | | Employment Agreements and Change of Control | 26 | | CEO Pay Ratio Disclosure | 27 | | Additional Compensation-Related Policies and Practices | 27 | | COMPENSATION COMMITTEE REPORT | 30 | | EXECUTIVE COMPENSATION | 31 | | Summary Compensation Table for Fiscal Year 2025 | 31 | | Grants of Plan-Based Awards | 32 | | Outstanding Equity Awards | 33 | | Option Exercises and Stock Vested | 34 | | Termination and Change of Control | 34 | | Pay Versus Performance | 37 | | Analysis of the Information Presented in the Pay versus Performance Table | 38 | | EQUITY COMPENSATION PLAN INFORMATION | 40 | | PROPOSAL 2: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION | 41 | | Vote Required | 42 | | AUDIT COMMITTEE REPORT | 43 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 44 | | Vote Required | 45 | | RELATED PERSON TRANSACTIONS | 46 | | Policy on Approval of Related Person Transactions | 46 | | HOUSEHOLDING | 46 | | OTHER MATTERS | 46 | | STOCKHOLDER PROPOSALS | 47 | | CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION | 48 |

  2. Director Compensation

    Director Compensation During fiscal year 2025, the board of directors approved compensation for non-employee directors consisting of the following: We also reimburse our directors for reasonable out-of-pocket expenses incurred for attendance at board of directors and committee meetings. The fiscal year 2025 equity award for each director consisted of 968 restricted shares, based on the closing price of the Company’s common stock of $103.30 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, 2025, and provided for pro-rata vesting upon retirement prior to March 31, 2025. Our directors are subject to share ownership guidelines that require ownership of common stock with a market value of six times the director’s respective annual cash retainer within five years of service. We pay no additional fees for board of director or committee meeting attendance.

  3. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025

  4. Director Compensation for Fiscal Year 2025

    | Director (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Donald Colvin | 65,000 | 100,000 | 165,000 | | Dana Jones | 72,500 | 100,000 | 172,500 | | Jerry Jones | 70,000 | 100,000 | 170,000 | | Michael A. Kaufman | 102,500 | 100,000 | 202,500 | | Melvin Keating | 60,000 | 100,000 | 160,000 | | John Mutch | 70,000 | 100,000 | 170,000 | | Lisa Pope (4) | 12,712 | 31,781 | 44,493 |

  5. Director Compensation for Fiscal Year 2025

    | | 2025 Proxy Statement | 9 |

  6. Director Compensation for Fiscal Year 2025

    | | Proxy Statement |

  7. Director Compensation for Fiscal Year 2025

    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. (3) 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 May 21, 2024. The closing price of the Company’s common stock on May 21, 2024, was $103.30. Ms. Pope was appointed to the Board on December 5, 2024 and received pro-rated fees and a pro-rated stock award. Her stock award was granted on December 5, 2024 at a closing price of $131.94 per share.

  8. Director Compensation for Fiscal Year 2025

    | 10 | 2025 Proxy Statement | |

  9. Director Compensation for Fiscal Year 2025

    | ProPOsal 1 | |

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of eight 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.

  11. 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, Lisa Pope 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 2026 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 Ms. Pope 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, and/or skills of each director and director nominee in support of his or her service on the board of directors is also provided.

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | | PROPOSAL 1: Recommendation of the Board of Directors The board of directors recommends a vote “for” the election of each of the nominees. Proxy cards received by the company will be voted "FOR" the election of each of the nominees unless the stockholder specifies otherwise on the proxy card. |

  14. Director Nominees

    | | 2025 Proxy Statement | 11 |

  15. Director Nominees

    | | ProPOSAL 1 |

  16. Director Nominees

    | DONALD COLVIN Independent Director Age 72 | Director since 2015 Committee Memberships: • Audit (Chair) Other Public Board Directorships: • Viavi Solutions Inc. • Maxeon Solar Education: Mr. Colvin earned his B.A. in Economics, with honors, and an M.B.A. from the University of Strathclyde in Scotland. | Biographical Information Mr. Colvin is a director (2015-present) of Viavi Solutions Inc. (NASDAQ: VIAV), a global provider of network test, monitoring and assurance solutions, and serves as a director (2020-present) 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. 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. Value Mr. Colvin Brings to our Board 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. |

  17. Director Nominees

    | 12 | 2025 Proxy Statement | |

  18. Director Nominees

    | ProPOsal 1 | |

  19. Director Nominees

    | DANA JONES Independent Director Age 50 | Director since 2019 Committee Memberships: • Compensation (Chair) • Audit Education: Ms. Jones graduated Summa Cum Laude and holds a BSE in industrial and operations engineering from the University of Michigan. | Biographical Information Dana Jones has served as Chief Executive Officer and President of RealPage, Inc. since August 2021. She also serves as a 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. 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 served on the board of directors of Zapata Computing from June 2021 - October 2024, a leading enterprise software company for NISQ-based quantum applications. Value Ms. Jones Brings to our Board Ms. Jones is an accomplished software executive with decades of experience leading and growing cloud-based global enterprise software businesses. |

  20. Director Nominees

    | JERRY JONES Independent Director Age 69 | Director since 2012 Committee Memberships: • Compensation • Nominating and Corporate Governance Education: 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. | Biographical Information 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 data collaboration. 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 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 and led the efforts to acquire businesses in the U.S., Europe, China, and the Middle East. 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 member of the Board of the U.S. Chamber of Commerce and a Special Advisor to the Club de Madrid. Value Mr. Jones Brings to our Board As the Chief Ethics and Legal Officer of a publicly traded SaaS company, Mr. Jones has extensive experience with legal, governance, privacy, and cybersecurity matters. He has also led the strategy and execution of mergers and alliances and international expansion efforts. |

  21. Director Nominees

    | | 2025 Proxy Statement | 13 |

  22. Director Nominees

    | | ProPOSAL 1 |

  23. Director Nominees

    | MICHAEL A. KAUFMAN Chairman and Independent Director Age 53 | Director since 2014 Committee Memberships: • Compensation • Nominating and Corporate Governance (Chair) Other Public Board Directorships: • Yatra Online, Inc. Education: 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. | Biographical Information Mr. Kaufman has served as the Chief Executive Officer of MAK Capital, an investment advisory firm based in New York, New York, since he founded the firm in 2002. He also serves as a director for Yatra Online, Inc. (NASDAQ: YTRA), Trailhead Biosystems, Inc. MaraBio, and Noveome Biotherapeutics, Inc. He is a former director of Skyline Champion Corp. (NYSE: SKY). Value Mr. Kaufman Brings to our Board 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. |

  24. Director Nominees

    | 14 | 2025 Proxy Statement | |

  25. Director Nominees

    | ProPOsal 1 | |

  26. Director Nominees

    | MELVIN KEATING Independent Director Age 78 | Director since 2015 Committee Memberships: • Compensation • Nominating and Corporate Governance Other Public Board Directorships: • Rocky Mountain Chocolate Factory Education: Mr. Keating holds a B.A. from Rutgers University as well as an M.S. in Accounting and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. | Biographical Information 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 serves as a director and Chairman of the Board (since December, 2024) of Rocky Mountain Chocolate Factory (NASDAQ: RMCF). From 2016-2023, Mr. Keating served 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. 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. 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 (March 2018 to May 2019), and Harte Hanks Inc. a global marketing services firm (2017 until July 2020). From 2005 - 2008, Mr. Keating was President and CEO of Alliance Semiconductor Corporation. Value Mr. Keating Brings to our Board 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. |

  27. Director Nominees

    | | 2025 Proxy Statement | 15 |

  28. Director Nominees

    | | ProPOSAL 1 |

  29. Director Nominees

    | JOHN MUTCH Independent Director Age 68 | Director since 2009 Committee Memberships: • Audit • Nominating and Corporate Governance Other Public Board Directorships: • Aviat Networks, Inc. • Universal Electronics, Inc. Education: Mr. Mutch holds a B.S. in Economics from Cornell University and an M.B.A. from the University of Chicago. | Biographical Information Mr. Mutch has served since 2005 as founder and managing partner of MV Advisors LLC , a strategic block investment firm that provides focused investment and strategic guidance to small and mid-cap technology companies. 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. Mr. Mutch also serves as a director of Universal Electronics, Inc. (NASDAQ: UEIC), which provides wireless universal control solutions for home entertainment and smart home devices and designs, develops, manufactures, ships and supports hardware and software control and sensor technology solutions. From December 2008 to January 2014, Mr. Mutch served as President, CEO and Chairman of BeyondTrust Software, a privately-held security software company. Previously, Mr. Mutch served as director for Maxwell Technologies, YuMe, RhythmOne, Steel Excel, Beyondtrust Software, where he was also CEO, Phoenix Technologies Edgar Online, Aspyra, Overland Storage and Brio Software. Additional executive roles included President, Chief Executive Officer and a director of HNC Software, and a variety of executive sales and marketing positions at Microsoft. Mr. Mutch co-authored the book “Preventing Good People from Doing Bad Things: Implementing Least Privilege”, which focuses on enterprise security. Mr. Mutch is a veteran of the U.S. Navy. Value Mr. Mutch Brings to our Board As a former chief executive officer and and a current and past 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. |

  30. Director Nominees

    | LISA POPE Independent Director Age 62 | Director since 2024 Education: Ms. Pope holds B.A. degrees in Economics and Communication and Media Studies from the University of California, Santa Barbara. | Biographical Information Ms. Pope has over 30 years of expertise in the software industry. From April 2022-February 2025, she served as the President of Epicor, a $1.2 Billion Enterprise Software player in the manufacturing, distribution and retail markets. Prior to that role, she served as Executive Vice President – Americas from March 2017-April 2022. Prior to Epicor, Ms. Pope held strategic leadership roles at Infor, QAD and Oracle technology companies, driving significant SaaS growth and customer retention. Ms. Pope currently serves as a board member at Apex Analytix, a PE owned $100M SaaS company in the supply chain space. Value Ms. Pope Brings to our Board Ms. Pope brings extensive executive-level experience driving go-to-market growth initiatives and successful transitions from on-premises software license models to cloud-first, mobile-first, subscription-based SaaS models. Ms. Pope also brings specialized acquisition, and post-acquisition integration experience and extensive knowledge in direct and channel selling, including international exposure. She has product development experience, market and competitive analysis expertise, as well as strong financial acumen. |

  31. Director Nominees

    | 16 | 2025 Proxy Statement | |

  32. Director Nominees

    | ProPOsal 1 | |

  33. Director Nominees

    | RAMESH SRINIVASAN President and Chief Executive Officer, Director Age 65 | Director since 2017 Committee Memberships: • None Education: 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. | Biographical Information Mr. Srinivasan has been President and Chief Executive Officer of the Company since January 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. Value Mr. Srinivasan Brings to our Board Mr. Srinivasan has three decades of enterprise software development, execution, leadership and strategy experience. He has a history of driving strong performance at high growth technology companies, helping them scale their business profitably. |

  34. Director Nominees

    | | 2025 Proxy Statement | 17 |

  35. Director Nominees

    | | ProPOSAL 1 |

  36. Compensation Focus for Fiscal Year 2025

    Compensation Focus for Fiscal Year 2025 In determining compensation for our Named Executive Officers in fiscal year 2025, the Committee was primarily focused on: • Increasing base salary for our Named Executive Officers, other than the CEO, to maintain base salary alignment with the Committee’s philosophy and goals; and • Setting base salary and annual cash incentive values for our Named Executive Officers to be market competitive and to continue to meet the Company's compensation objectives; and • Providing long-term equity incentives to our Named Executive Officers to align pay with performance and continue to meet the Company’s compensation objectives. The compensation arrangements with our Named Executive Officers for fiscal year 2025 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. At the 2024 Annual Meeting, approximately 98% of the votes cast approved the Company’s executive compensation program for its Named Executive Officers. The Compensation Committee believes our current program promotes the Company’s business strategy and aligns pay with performance and shareholder value. Consequently, the Compensation Committee continued to link executive pay to performance and maintained annual incentive opportunities for the Named Executive Officers at similar levels as fiscal year 2024. Annual incentive performance targets for fiscal year 2025 were focused on improvements over fiscal year 2024 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 Officers other than the CEO in fiscal year 2025 consisted of grants of shares of restricted stock units that vest over three years.

  37. Compensation Philosophy, Objectives, and Structure

    Compensation Philosophy and Objectives. For fiscal year 2025, 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 the 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, long-term incentives are also set as a percentage of salary.

  38. 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 2025, the Compensation Committee continued to link 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 50% and 68% of target annual compensation for the Named Executive Officers. 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, emphasis is placed on long-term stockholder value creation, thereby minimizing excessive risk taking by our executives. Compensation Consultants and Competitive Market Assessments. The Compensation Committee did not engage a compensation consultant and did not rely on any market assessment of compensation in setting compensation for fiscal year 2025.

  39. Fiscal Year 2025 Compensation

    Annual Incentives. Annual Incentive Targets.The Compensation Committee set fiscal year 2025 annual incentive goals at the beginning of the fiscal year based on fiscal year revenue and Adjusted EBITDA goals. As originally set, the revenue target was $277 million with an Adjusted EBITDA condition of 16.5% as percentage of revenue. Following the Book4Time acquisition in August 2024, the Committee revised these goals as follows: • Revenue Goal: 100% of target annual incentives were based on the Company’s achievement of a fiscal year 2025 revenue target of $282 million (subject to satisfaction of the Adjusted EBITDA condition); and • Adjusted EBITDA Condition: All annual incentive payouts were subject to the condition that Adjusted EBITDA as a percentage of revenue after payment of annual incentives exceeded 18% of revenue.

  40. Fiscal Year 2025 Compensation

    | | | Threshold | | Target | | Maximum | | | Component | Weighting (%) | Amount | Payout (% of base salary) | Amount | Payout (% of base salary) | Amount | Payout (% of base salary) | | Revenue | 100 | $272M | 20-50% (1) | $282M | 42-100% (2) | $291M | 46-150% (3) |

  41. Fiscal Year 2025 Compensation

    (1) The threshold payout in fiscal year 2025 for Mr. Srinivasan was 50% of base salary and for all other NEOs, it was approximately 20% of base salary. (2) The target payout in fiscal year 2025 was 100% of base salary for Mr. Srinivasan, 42% of base salary for Mr. Youssef, and 50% of base salary for the other Named Executive Officers. (3) The maximum payout in fiscal year 2025 was 150% of base salary for Mr. Srinivasan, 46.2% of base salary for Mr. Youssef, and 55% of base salary for the other Named Executive Officers. Under the annual incentive plan, payouts are scaled for achievement of the revenue goal that falls between the threshold level and the target level and between the target level and the maximum level. If the Adjusted EBITDA condition was not achieved, then the annual incentives would not be earned. For fiscal year 2025, the Committee continued to believe that revenue growth was the measure most accretive to stockholder value. The Committee imposed the Adjusted EBITDA condition in order to encourage disciplined management of Company expenses and profitable growth.

  42. Fiscal Year 2025 Compensation

    The annual net revenue target represented a 18% increase over actual fiscal year 2024 net revenue, which the Compensation Committee believed required performance that was reasonably difficult and demonstrated sufficient goal rigor. Annual Incentive Results. Total net revenue increased 16% to a record $275.6 million in fiscal 2025, compared to total net revenue of $237.5 million in fiscal year 2024. Adjusted EBITDA was a record $53.8 million, or 19.5% of net revenue, in fiscal year 2025, compared to $37.1 million, or 15.6% of net revenue, in fiscal year 2024. As a result, the Adjusted EBITDA condition was attained, and the net revenue target was attained at a 65% achievement level. Notwithstanding the earned achievement, the Committee believed the Company had exceeded expectations significantly with respect to adjusted EBITDA and used its discretion to award an additional bonus to the CEO and each of the Named Executive Officers of 18% of annual incentive target, bringing total awards to 83% achievement of annual incentive targets, which was the amount the Committee believed was reasonable and consistent with its compensation philosophies and goals.

  43. Fiscal Year 2025 Compensation

    CEO Annual Incentive. Mr. Srinivasan was eligible for an annual incentive for fiscal year 2025 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 2025 was set at 100% of his base salary, or $600,000, with a maximum potential incentive of $900,000 (150% of his base salary) and a threshold potential incentive of $300,000 (50% of his base salary). Based on the fiscal year 2025 results discussed above, Mr. Srinivasan was awarded 83% of his annual incentive target. Accordingly, the Compensation Committee granted Mr. Srinivasan 4,970 shares of common stock, being the number of shares having an approximate value of $498,000 based on the closing price of the Company’s common stock on May 21, 2025, the date that the Committee made its determination. Annual Incentives for the Other Named Executive Officers. Fiscal year 2025 target annual incentives for the other Named Executive Officers other than Mr. Youssef were set as 50% of the executive’s base salary. As our Chief Commercial Officer, Mr. Youssef’s annual incentives included the same annual incentive as the other Named Executive Officers, with a target set as 42% of his base salary, plus an annual sales-related incentive with a target set as an additional 50% of his base salary. Annual incentives comprised 15% to 22% of total fiscal year 2025 target compensation for these Named Executive Officers.

  44. Fiscal Year 2025 Compensation

    | Officer | Target Annual Incentive as % of Base Salary | Target Annual Sales Incentive as % of Base Salary (1) | Aggregate Target Annual Incentives ($) | Target Annual Incentive as % of FY25 Total Target Compensation | | Dave Wood | 50% | — | 175,000 | 16% | | Kyle Badger | 50% | — | 165,000 | 22% | | Sethuram Shivashankar | 50% | — | 170,000 | 21% | | Joe Youssef | 42% | 50% | 275,000 | 37% |

  45. Fiscal Year 2025 Compensation

    | Officer | Annual Incentive Plan Target ($) | Achievement of Annual Incentive Goal (%) | Annual Incentive Plan Payout ($) | Annual Sales Incentive Plan Target ($) | Achievement of Annual Sales Incentive Goal (%) | Annual Sales Incentive Payout ($) | Total Annual Incentives Payouts ($) | | Dave Wood | 175,000 | 83% | 145,250 | — | — | — | 145,250 | | Kyle Badger | 165,000 | 83% | 136,950 | — | — | — | 136,950 | | Sethuram Shivashankar | 170,000 | 83% | 141,100 | — | — | — | 141,100 | | Joe Youssef | 125,000 | 83% | 63,955 | 150,000 | 54% | 80,388 | 144,343 |

  46. Fiscal Year 2025 Compensation

    Long-Term Incentives. Pursuant to his amended employment agreement, Mr. Srinivasan received grants in March 2023 of time-vesting and performance vesting restricted stock units (RSUs) with vesting and performance periods of three years. Consistent with its prior practices for Mr. Srinivasan, the Committee intended and in fiscal year 2025 continued to believe that these awards meet its goals of retention and alignment with stockholder interests for Mr. Srinivasan, and the Committee did not provide any additional long-term incentive to Mr. Srinivasan in fiscal year 2025. With respect to the other Named Executive Officers, for fiscal year 2025, 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 November 2024. The Committee, with the advice and recommendations of Mr. Srinivasan, determined the level of awards for each Named Executive Officer, which furthered its goals of retention and alignment with stockholder interests. The long-term equity incentive awards to these Named Executive Officers comprised between 33% and 51% of each executive’s total fiscal year 2025 target compensation. Each of the awards were comprised of RSUs that vest in equal annual amounts over three years beginning on the first anniversary of the date of grant.

  47. Fiscal Year 2025 Compensation

    | Officer | LTI Value ($)* | Shares Subject to Award (#) | | Dave Wood | 551,982 | 4,015 | | Kyle Badger | 256,538 | 1,866 | | Sethuram Shivashankar | 298,194 | 2,169 | | Joe Youssef | 173,087 | 1,259 |

  48. Fiscal Year 2025 Compensation

    * The awards were based on the closing price of our common stock on November 22, 2024, the date the Committee granted the awards, which was $137.48 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. In addition to the annual long-term equity incentive award described above, Mr. Youssef received a sign-on equity award of 20,235 shares of restricted common stock on August 22, 2024, in connection with his beginning employment with the Company on August 19, 2024. Such shares had grant date fair value of $2,199,949 calculated based on the closing price of the shares on August 22, 2024, of $108.72 per share. The shares vest 10% on August 31, 2025, 20% on August 31, 2026, and 70% on August 31, 2027. The Committee believed the award to be necessary and reasonable to recruit Mr. Youssef to the Company and that the vesting schedule for the award significantly bolsters his 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

  49. 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, 2024. 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 has entered into employment agreements with each of the other Named Executive Officers. 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

  50. Employment Agreements and Change of Control

    | 26 | 2025 Proxy Statement | |

  51. Employment Agreements and Change of Control

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  52. Employment Agreements and Change of Control

    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 for good reason 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 and the 2024 Plan, 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.

  53. CEO Pay Ratio

    CEO Pay Ratio 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 at the end of fiscal year 2023 based on total compensation (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. For fiscal 2025, we determined that there had been no material change in our employee population or employee compensation arrangements as compared to fiscal year 2023 that would result in a significant change to our pay ratio disclosure. As such, and as permitted by the disclosure rules, we used the same median employee as 2023. The annual total compensation of our median employee for 2025 was $45,858. As disclosed in the Summary Compensation Table appearing on page 31, our CEO’s annual total compensation for fiscal year 2025 was $1,124,906. 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 25 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.

  54. Additional Compensation-Related Policies and Practices

    employees and consultants. The insider trading policy prohibits purchases, sales and other dispositions of the Company’s securities while in possession of material non-public information regarding the Company and from disclosing such information to others. It also imposes additional restrictions on directors, officers and certain other employees who regularly have access to such material non-public information, including blackout periods and pre-clearance requirements. A copy of the insider trading policy was filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2024. Because the Company has not historically engaged in stock buybacks and grant awards during open windows, the Company has not adopted formal policies and procedures with respect to the Company’s transactions in its own securities. Timing of Equity Grants. During fiscal year 2025, the Compensation Committee did not grant any stock options or similar awards as part of the Company’s equity compensation programs. If stock options or similar awards are granted in the future, our practice is to not grant any such awards at a time when we are in possession of material nonpublic information, including but not limited to the release of earnings or news regarding a significant transaction. In addition, we generally do not grant stock options or similar awards (i) during trading blackout periods established under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Our executive officers are not permitted to choose the grant date for their individual stock option or similar award grants. Stock Ownership Guidelines. To underscore the importance of strong alignment between the interests of management and stockholders, the board of directors approved stock ownership guidelines for directors and executives, with our CEO and directors having the highest ownership requirements. Director and executive compensation are designed to provide a significant opportunity to tie individual rewards to long-term Company performance. The objective of our stock ownership guidelines is to support this overall philosophy of alignment and to send a positive message to our stockholders, customers, suppliers, and employees of our commitment to stockholder value. Each director and executive officer is expected to maintain minimum share ownership of shares with a value based on a multiple of base salary or director annual retainer listed below:

  55. Additional Compensation-Related Policies and Practices

    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) unvested restricted shares and restricted stock units. Directors and executives are expected to attain the specified target ownership levels within five years from 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 2025, 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 requirement, these retention restrictions no longer will apply unless a disposition would cause the individual’s stock ownership to fall below the required amount. 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

  56. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025

  57. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ramesh Srinivasan | FY25 | 600,000 | 108,000 | 498,000 | 390,000 | 26,906 | 1,622,906 | | President and Chief Executive | FY24 | 600,000 | — | 630,000 | — | 19,366 | 1,249,366 | | Officer | FY23 | 600,000 | — | 5,219,824 | — | 16,464 | 5,836,288 | | Dave Wood | FY25 | 350,000 | 31,500 | 551,982 | 113,750 | 25,988 | 1,073,220 | | Vice President and Chief | FY24 | 310,000 | — | 387,485 | 162,800 | 19,581 | 879,866 | | Financial Officer | FY23 | 275,000 | 82,500 | 247,490 | — | 29,325 | 634,315 | | Kyle Badger (5) | FY25 | 330,000 | 29,700 | 256,538 | 107,250 | 26,334 | 749,822 | | Senior Vice President, | | | | | | | | | General Counsel and Secretary | FY23 | 280,000 | 84,000 | 195,996 | — | 19,491 | 579,487 | | Sethuram Shivashankar (5) | FY25 | 340,000 | 30,600 | 298,194 | 110,500 | 20,227 | 799,521 | | Senior Vice President, Chief | FY24 | 310,000 | — | 248,021 | 162,800 | 17,945 | 738,766 | | Technology Officer & Chief | | | | | | | | | Information Officer | | | | | | | | | Joe Youssef (5) | FY25 | 187,500 | 13,872 | 2,373,036 | 50,080 | 19,775 | 2,644,263 | | Senior Vice President, | | | | | | | | | Chief Commercial Officer | | | | | | | |

  58. Summary Compensation Table for Fiscal Year 2025

    (1) Amounts represent discretionary cash incentive payments awarded to the Named Executive Officers. (2) Stock Awards include grants of restricted shares and restricted stock units (RSUs). With respect to Mr. Srinivasan, amounts disclosed also include amounts received under the Company’s annual incentive plan, based on achievement of pre-set incentive goals established at the beginning of the year, as follows: 4,970 common shares were awarded in fiscal year 2025; 6,098 common shares were awarded in fiscal year 2024; and 5,168 common shares were awarded in fiscal year 2023. Amounts disclosed do not represent the economic value received by the Named Executive Officers. 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 common shares, 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 RSU and restricted share 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, based on the probable outcome of the performance condition. The fair value of grants of common shares is based on the closing price of our common shares on the grant date. 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 2025 Annual Report. Amounts represent cash-based annual incentive payments received based on pre-set incentive goals established at the beginning of the fiscal year. With respect to Mr. Srinivasan, his annual incentive award is paid in the form of stock, the value of which is reported in the “stock awards” column.

  59. Summary Compensation Table for Fiscal Year 2025

    | | 2025 Proxy Statement | 31 |

  60. Summary Compensation Table for Fiscal Year 2025

    | | EXECUTIVE COMPENSATION |

  61. Summary Compensation Table for Fiscal Year 2025

    All other compensation includes the following compensation, calculated based on the aggregate incremental cost to the Company of the benefits noted:

  62. 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 2025. All equity awards were made under the Company’s 2020 or 2024 Equity Incentive Plan.

  63. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025

  64. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards ($)(2) | | | Stock Awards: Number of | Grant Date Fair Value of | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Shares of Stock (#) | Stock Awards ($)(3) | | Ramesh Srinivasan | 5/21/2024 | | | | 300,000 | 600,000 | 900,000 | | | | Dave Wood | 11/22/2024 | | | | | | | 4,015 | 551,982 | | | 5/21/2024 | 70,000 | 175,000 | 227,500 | | | | | | | Kyle Badger | 11/22/2024 | | | | | | | 1,866 | 256,538 | | | 5/21/2024 | 66,000 | 165,000 | 214,500 | | | | | | | Sethuram Shivashankar | 11/22/2024 | | | | | | | 2,169 | 298,194 | | | 5/21/2024 | 68,000 | 170,000 | 221,000 | | | | | | | Joe Youssef | 11/22/2024 | | | | | | | 1,259 | 173,087 | | | 8/22/2024 | | | | | | | 20,235 | 2,199,949 | | | 5/21/2024(1) | 50,000 | 125,000 | 162,500 | | | | | | | | 5/21/2024(4) | | 155,000 | | | | | | |

  65. Grants of Plan-Based Awards for Fiscal Year 2025

    (1) Amounts shown in the columns under Estimated Possible Payouts Under Non-Equity Incentive Plan Awards represent fiscal year 2025 threshold, target and maximum cash-based annual incentive payouts under the 2025 annual incentive plan. Payouts under the 2025 annual incentive plan were based on achievement of net revenue goals and were further subject to satisfaction of an Adjusted EBITDA condition for each Named Executive Officer. As discussed in the CD&A above, annual incentives could not be earned for less than threshold performance. Fiscal year 2025 payouts for each Named Executive Officer pursuant to these awards are shown in the Summary Compensation Table above. (2) Amounts shown in the columns under Estimated Possible Payouts Under Equity Incentive Plan Awards represent fiscal year 2025 threshold, target and maximum annual incentive payouts under the 2025 annual incentive plan, which are paid out in stock in such number of shares that translate into the disclosed dollar amount at the time of the payout. Payouts under the 2025 annual incentive plan were based on achievement of net revenue goals and were further subject to satisfaction of an Adjusted EBITDA condition. As discussed in the CD&A above, annual incentives could not be earned for less than threshold performance. With respect to Mr. Srinivasan, his fiscal year 2025 annual incentive plan award was paid out on May 21, 2025 in the form of 4,970 shares with a grant date fair value of $100.19. The dollar amount shown for each equity grant, all of which are restricted shares, represents the grant date fair value of the shares, calculated in accordance with FASB ASC Topic 718, based on the closing price of our common shares on the grant date. 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.

  66. Grants of Plan-Based Awards for Fiscal Year 2025

    | 32 | 2025 Proxy Statement | |

  67. Grants of Plan-Based Awards for Fiscal Year 2025

    | EXECUTIVE COMPENSATION | |

  68. 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, 2025.

  69. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  70. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option or SSAR Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options or SSARs (#) | | | | Number of Shares | Market Value of Shares of | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | of Stock That Have Not Vested (#)(1)(2) | Stock That Have Not Vested ($)(3) | | Ramesh Srinivasan | 3/10/2023 | | | | | 11,310 | 820,427 | | | 3/10/2023 | | | | | 21,035 | 1,525,879 | | | 3/10/2023 | | | | | 12,893 | 935,258 | | Dave Wood | 11/19/2020 | 2,528 | | 20.02 | 6/2/2027 | | | | | 6/8/2022 | | | | | 1,065(a) | 77,255 | | | 11/12/2022 | | | | | 564(a) | 40,913 | | | 11/15/2023 | | | | | 2,844(a) | 206,304 | | | 11/22/2024 | | | | | 4,015(a) | 291,248 | | Kyle Badger | 6/8/2022 | | | | | 1,084(b) | 78,633 | | | 11/12/2022 | | | | | 287(b) | 20,819 | | | 11/15/2023 | | | | | 1,542(b) | 111,857 | | | 11/22/2024 | | | | | 1,866(b) | 135,360 | | Sethuram Shivashankar | 6/8/2022 | | | | | 194(c) | 14,073 | | | 11/12/2022 | | | | | 385(c) | 27,928 | | | 11/15/2023 | | | | | 1,820(c) | 132,023 | | | 11/22/2024 | | | | | 2,169(c) | 157,339 | | Joe Youssef | 8/22/2024 | | | | | 20,235(d) | 1,467,847 | | | 11/22/2024 | | | | | 1,259(d) | 91,328 |

  71. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) For Mr. Srinivasan, the share amounts represent RSUs granted to Mr. Srinivasan. All of Mr. Srinivasan's Units will vest on March 10, 2026. (2) For the Named Executive Officers other than Mr. Srinivasan, as of March 31, 2025, the vesting schedules for the stock awards were as follows: a. Restricted stock awards: 1,065 vest on June 30, 2025; 1,986 vest on October 31, 2025; 1,422 vest on October 31, 2026; RSUs: 1,338 vest on October 31, 2025; 1,338 vest on October 31, 2026; and 1,339 vest on October 31, 2027. b. Restricted stock awards: 1,084 vest on June 30, 2025; 1,058 vest on October 31, 2025; 771 vest on October 31, 2026; RSUs: 622 vest on October 31, 2025; 622 vest on October 31, 2026; and 622 vest on October 31, 2027. c. Restricted stock awards: 194 vest on June 30, 2025; 1,295 vest on October 31, 2025; 910 vest on October 31, 2026; RSUs: 723 vest on October 31, 2025; 723 vest on October 31, 2026; and 723 vest on October 31, 2027. d. Restricted stock awards: 2,023 vest on August 31, 2025; 4,047 vest on August 31, 2026; and 14,165 vest on August 31, 2027; RSUs: 419 vest on October 31, 2025; 420 vest on October 31, 2026; and 420 vest on October 31, 2027. Calculated based on the closing price of the shares on March 31, 2025, of $72.54 per share.

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2025 Proxy Statement | 33 |

  73. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | EXECUTIVE COMPENSATION |

  74. 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 2025.

  75. Option Exercises and Stock Vested for Fiscal Year 2025

    Option Exercises and Stock Vested for Fiscal Year 2025

  76. Option Exercises and Stock Vested for Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Ramesh Srinivasan | 389,209 | 40,548,000 | 11,309 | 836,414 | | Dave Wood | — | — | 8,533 | 1,045,886 | | Kyle Badger | 59,808 | 5,929,013 | 2,141 | 218,630 | | Sethuram Shivashankar | — | — | 6,009 | 756,825 | | Joe Youssef | — | — | — | — |

  77. Option Exercises and Stock Vested for Fiscal Year 2025

    (1) The value realized upon exercise is determined by calculating the difference between (i) the closing market price of the shares underlying the options or SSARs on the date of exercise and (ii) the exercise price of the options or SSARs. (2) The amounts in this column reflect the full number of shares that vested and do not take into account shares withheld to satisfy tax obligations upon vesting. (3) The value realized on vesting of stock awards is determined by multiplying the number of shares underlying the stock awards by the closing market price of the shares on the vesting date of the awards.

  78. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our named executive officers (“NEOs”) for the past five 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).

  79. 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) ($) | Net revenue (in thousands) ($)(5) | | 2025 | 1,622,906 | 1,834,576 | 1,316,707 | 1,107,806 | 334.21 | 64.21 | 23,225 | 275,624 | | 2024 | 1,249,366 | 989,700 | 771,804 | 774,745 | 404.43 | 61.58 | 86,195 | 237,464 | | 2023 | 5,836,288 | 9,323,318 | 605,203 | 1,791,185 | 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 |

  80. 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 2025.” (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:

  81. 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) ($) | | 2025 | PEO | 1,622,906 | 498,000 | — | 328,152 | (116,483) | 498,000 | — | 709,670 | 1,834,576 | | | Other NEOs | 1,316,707 | 869,938 | 535,780 | (28,670) | 153,926 | — | — | 661,037 | 1,107,806 | | 2024 | PEO | 1,249,366 | 630,000 | — | (192,038) | (67,628) | 630,000 | — | 370,334 | 989,700 | | | Other NEOs | 771,804 | 259,513 | 240,689 | 23,888 | (2,123) | — | — | 262,453 | 774,745 | | 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 | 1,791,185 | | 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 |

  82. 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. (3) 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 2025.” For each of years ended March 31, 2025, 2024, 2023, 2022 and 2021, the non-PEO NEOs were:

  83. Pay Versus Performance

    | Year ended March 31, | Non-PEO NEOs |

  84. Pay Versus Performance

    | | 2025 Proxy Statement | 37 |

  85. Pay Versus Performance

    | | EXECUTIVE COMPENSATION |

  86. Pay Versus Performance

    | 2025 | Dave Wood, Kyle Badger, Sethuram Shivashankar, Joe Youssef | | 2024 | Dave Wood, Don DeMarinis, Sridhar Laveti, Sethuram Shivashankar | | 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 |

  87. Pay Versus Performance

    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.

  88. 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.

  89. Compensation Actually Paid and Cumulative TSR of the Company

    Compensation Actually Paid and Cumulative TSR of the Company For fiscal years 2021, 2022, 2023, 2024 and 2025, the Company’s TSR (based on a $100 investment at the beginning of fiscal year 2021) increased by 87.2%, decreased by 25.8%, increased by 183.9%, increased by 2.6% and decreased by 17.4%, respectively. During each of fiscal years 2022, 2023, 2024 and 2025, CAP to our PEO decreased from $10.3 million to $(0.2) million; increased from $(0.2) million to $9.3 million; decreased from $9.3 million to $1.0 million; and increased from $1.0 million to $1.3 million, respectively. During each of fiscal years 2022, 2023, 2024 and 2025, average CAP to our non-PEO NEOs decreased from $3.1 million to $0.4 million; increased from $0.4 million to $1.8 million; decreased from $1.8 million to $0.8 million; and increased from $0.8 million to $1.1 million, respectively.

  90. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) For fiscal years 2021, 2022, 2023 and 2024, the Company’s Net Income (Loss) increased by 38.4%, 130.8%, 125.1% and 491.1%, respectively. For fiscal 2025, the Company's Net Income (Loss) decreased by 73.1%. As noted above, CAP to our PEO and to our non-PEO NEOs decreased during fiscal year 2022, increased during fiscal year 2023, decreased during fiscal year 2024 and increased during fiscal year 2025.

  91. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue For fiscal years 2021, 2022, 2023, 2024 and 2025, the Company’s Revenue (computed in accordance with GAAP) decreased by 14.7%, increased by 18.6%, increased by 21.8%, increased by 19.9% and increased by 16.1%, respectively. As noted above, CAP to our PEO and to our non-PEO NEOs decreased during fiscal year 2022, increased during fiscal year 2023, decreased during fiscal year 2024 and increased during fiscal year 2025.