Establishing discipline, profitability, and credibility. Why governance change is needed now.
Presented by OneMove Capital Ltd. — March 2026
Sylogist has attractive assets and predictable demand. But 75%+ value destruction in the last 5 years despite strong market position demands a new direction.
Benchmarked against comparable vertical-market and public sector SaaS companies, Sylogist lags on every measure.
| Metric | Sylogist | Tyler Technologies | Sage | Blackbaud | Peer Average |
|---|---|---|---|---|---|
| Revenue Growth | (5.1%) | 9.1% | 7.8% | (2.3%) | 4.9% |
| Recurring Revenue % | 72.3% | 87.1% | 96.9% | 98.0% | 94.0% |
| Adj. EBITDA Margin | 14.6% | 27.9% | 27.6% | 35.9% | 30.5% |
| Rule-of-40 | 9.5% | 37.0% | 35.4% | 33.6% | 35.3% |
| EV / Revenue | 1.6x | 6.1x | 4.1x | 2.6x | 4.3x |
All figures are FY 2025 as Dec. 31, 2025, Sage as Sep. 30, 2025. EV/Revenue is calculated using share prices as of Apr. 17, 2026. The peer set includes Tyler Technologies, Sage Group, and Blackbaud.
More capital, absent returns. This is a governance failure.
Despite 5 acquisitions, EBITDA and FCF have been unable to keep pace with excessive spending.
6.4x higher combined S&M and R&D investment failed to generate operating leverage or incremental profitability.
FCF margin fell from 35.3% (CY 2020) to negative 0.2% (CY 2025) despite higher spend. FCF declined ~101% from $13.7m to -$0.1m.
ROIC down 102pp since 2020. Recent growth dollars have not produced commensurate cash returns.
After nearly 3 years of PenderFund's transformation process, Sylogist stock has depreciated by more than 50%. Shareholders have lost faith in incremental Board changes.
Craig O'Neill served on the Board during sustained financial decline, lacks transformational skills, and was handpicked by the outgoing Chairman. A meaningful strategic reset requires independent oversight, not internal succession from the existing Board.
Sources: FactSet as of Apr. 17, 2026, Company filings and public disclosures.
Rule-of-40 targets have been repeatedly reiterated — and repeatedly missed.
| Date | Rule-of-40 Target | Actual Result |
|---|---|---|
| Aug. 2023 | "Committed to a Rule-of-40 Posture" | Broke below Rule-of-40 in Q4 2023 for 8 straight quarters |
| Nov. 2023 – Nov. 2024 | Low-mid-teens growth; Mid-20s EBITDA margin | Single digit growth; Low 20s EBITDA margin — 16.5% Rule-of-40 (below target) |
| May 2025 | Low-mid 20s SaaS ARR; Mid-20s EBITDA margin | 8.9% SaaS ARR growth; 15.7% EBITDA margin (H1-25 vs H1-24) |
| Aug. 2025 | Abandoned Rule-of-40 targets entirely | Currently a "Rule-of" 9.5% Company (CY 2025) |
Under Tracy Edkins' Compensation Committee, average Named Executive Officer compensation increased by approximately 67% year-over-year despite a 68% collapse in Q4 Adjusted EBITDA and broad deterioration across every key financial metric. Then the Board fired the CEO to save their own seats.
| Named Executive Officer | FY 2024 Total | FY 2025 Total | YoY Change |
|---|---|---|---|
| Bill Wood (Former CEO) | $1,614,320 | $2,137,074 | +32.4% |
| Sujeet Kini (CFO) | $517,078 | $1,165,807 | +125.5% |
| Grant McLarnon (CRO) | $543,972 | $755,271 | +38.8% |
| Theresa LoPresti (CTIO) | $697,824 | $1,286,248 | +84.3% |
| Donna Smiley (CCO) | $446,619 | $679,405 | +52.1% |
Tracy Edkins, as Chair of the Compensation Committee, maintained a cash-heavy executive compensation structure through five consecutive earnings misses with no publicly disclosed performance gate that triggered. After approving a 32% bump in CEO compensation during a year of collapsing EBITDA and negative free cash flow, the Board did a complete 180 and pushed the CEO out in January 2026 to preserve their own positions ahead of OneMove's contested meeting.
Incremental change has not worked. Substantial Board reconstitution is required.
Lack of transformational expertise has allowed problems to persist. Execution failures without accountability.
A venture-like growth-at-any-cost narrative that has failed to generate real growth, coupled with a scattershot partnership strategy.
Excessive S&M and R&D spending failed to translate into returns. ROIC deteriorated amid weak discipline.
Directors with proven transformation and capital allocation expertise. Clear accountability for performance, including selecting the right CEO.
Prioritize EBITDA & FCF margin expansion while maintaining durable growth. Redesign go-to-market and eliminate excessive spending.
Every dollar in S&M and R&D accountable to defined outcomes. Comprehensive review of strategic alternatives.
The Board has claimed directors have "only" been there a year and are "finding their footing." It shouldn't take a year or more to learn a company and be effective as a director—that excuse is a symptom of disengaged oversight. Shareholders deserve directors who are ready to govern from day one.
Average tenure of over 2 years—yet the Board still frames inexperience as an excuse. Engaged, accountable directors do not need a year to find their footing.
The OneMove nominees, upon election, will oversee Sylogist under a clear governance and capital allocation framework with measurable targets and defined accountability.
The operating budget is rebuilt from zero. Every line of expense is justified against a return, or it is removed.
Every dollar of FCF is measured against a stated after-tax IRR target. Capital that cannot clear the hurdle is retained or returned to shareholders.
Disciplined vertical-market-software consolidation produces a higher return on each incremental dollar than organic reinvestment at Sylogist's stage.
A full review of Sylogist's portfolio, business segments, and competitive position. Non-core segments divested. Open to a sale if it maximizes value.
By comparison: The Board's Q4 2025 earnings release and call in March 2026 committed to no revenue growth target, no margin target, no CEO timeline, no AI roadmap, and no forward guidance. The Board's current plan is, in substance, to stay the course. That course has destroyed more than 75% of shareholder value.
Illustrative scenarios based on closing the valuation gap to peers under improved governance.
Sources: Company filings, Bloomberg as of Apr. 17, 2026. Scenarios based on applying illustrative EV/EBITDA multiples to OneMove Capital's forward estimates. These are illustrative scenarios for discussion purposes only and do not constitute a forecast or guarantee of future results.
A reconstituted Board will establish specific performance benchmarks and hold management accountable.
| KPI | Current (CY 2025) | 18 Month Target | Peer Benchmark |
|---|---|---|---|
| Revenue Growth | (5.1%) | ~5–10% | 4.9% |
| Adj. EBITDA Margin | 14.6% | ~35% | 30.5% |
| FCF Margin | (0.2%) | 20%+ | 21.1% |
| Rule-of-40 | 9.5% | ~40% | 35.3% |
| R&D as % of Recurring Revenue | 24.3% | <12% | 14.1% |
Targets are illustrative and subject to Board review upon reconstitution. Peer set includes Tyler Technologies, Blackbaud (FY 2025 as of Dec. 31, 2025) and Sage Group (FY 2025 as of Sep. 30, 2025). R&D benchmarks (incl. capitalized development) are based on Tyler Technologies and Blackbaud.
OneMove Capital Ltd. is a private investment firm focused on unlocking value in technology-enabled businesses through disciplined governance, strategic oversight, and long-term shareholder alignment.
~15% ownership of Sylogist common shares, directly aligning interests with fellow shareholders.
Founded by Tyler Proud, co-founder of Dye & Durham, with deep experience in vertical market software, SaaS models, and public company governance.
Long-term, engaged approach focused on accountability, capital discipline, and sustainable value creation.