Pegasystems Inc PRE 14A, filed Apr 11, 2025
Pegasystems Inc (PEGA)
PRE 14A
2025-04-11
For: 2025-06-17
View Original
Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
____________________
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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☒ | Preliminary Proxy Statement | ||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☐ | Definitive Proxy Statement | ||||
| ☐ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material under § 240.14a-12 | ||||
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||||||||
| ☒ | No fee required | |||||||
| ☐ | Fee paid previously with preliminary materials | |||||||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||||||
Dear Shareholder:
We cordially invite you to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, June 17, 2025 at 225 Wyman Street, Ste 300, Waltham, Massachusetts. The Annual Meeting will commence at 10:00 am, Eastern Daylight Time.
At the Annual Meeting, you are being asked to consider and vote on the following matters: to elect to our Board of Directors the eight nominees named in the proxy statement, each for a term of one year; to approve, by a non-binding advisory vote, the compensation of our named executive officers; to approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan; to approve an amendment to our Restated Articles of Organization; and to ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Please vote your shares by submitting your proxy in the manner described in the proxy statement so that your shares can be voted at the Annual Meeting in accordance with your instructions. Even if you plan to attend the Annual Meeting, we urge you to vote your shares prior to the meeting. You can revoke your proxy at any time before the Annual Meeting or vote your shares during the Annual Meeting by following the procedures described in the accompanying proxy statement.
We thank you for your continued support of Pega.
Sincerely,
| Alan Trefler | ||
| Chairman and Chief Executive Officer | ||
| May 2, 2025 | ||
PEGASYSTEMS INC.
225 Wyman Street, Ste 300
Waltham, MA 02451
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
To be held on June 17, 2025
To our Shareholders:
The 2025 Annual Meeting of Shareholders of Pegasystems Inc. will be held at 225 Wyman Street, Ste 300, Waltham, Massachusetts, on Tuesday, June 17, 2025 beginning at 10:00 am, Eastern Daylight Time.
At the meeting, shareholders will consider and vote on the following matters:
1.To elect to our Board of Directors the eight nominees named in the proxy statement, each for a one-year term.
2.To approve, by a non-binding advisory vote, the compensation of our named executive officers.
3.To approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan (the “Plan”).
4.To approve an amendment to our Restated Articles of Organization to increase the number of authorized shares of our common stock from 200,000,000 to 400,000,000.
5.To ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Shareholders of record at the close of business on April 17, 2025 are entitled to vote at the meeting. Whether you plan to attend the meeting or not, please vote your shares by submitting your proxy over the Internet, or by telephone, or by completing, signing, dating, and returning a proxy card, each in the manner described in the proxy statement. For specific instructions on how to vote your shares, please refer to the “Information About the Annual Meeting and Voting” section of the attached proxy statement. Your prompt response is requested to ensure your shares are represented at the meeting. You can revoke your proxy and change your vote at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.
By Order of the Board of Directors,
| Matthew J. Cushing | ||
Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary | ||
Waltham, Massachusetts | ||
| May 2, 2025 | ||
TABLE OF CONTENTS
| Page Number | ||||||||
PEGASYSTEMS INC.
225 Wyman Street, Ste 300
Waltham, MA 02451
PROXY SUMMARY
2025 Annual Meeting of Shareholders
•Date/Time: Tuesday, June 17, 2025, 10:00 am, Eastern Daylight Time
•Place: Pegasystems Inc., 225 Wyman Street, Ste 300, Waltham, MA 02451
•Record Date: April 17, 2025
•Date Proxy Materials First Provided to Shareholders: on or about May 2, 2025
Proposals and Board Recommendations
Board Vote Recommendation | Page Number | ||||||||||
Proposal 1: To elect to our Board of Directors the eight nominees named in this proxy statement, each for a term of one year. | FOR each director nominee | ||||||||||
Proposal 2: To approve, by a non-binding advisory vote, the compensation of our named executive officers. | FOR | ||||||||||
Proposal 3: To approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan. | FOR | ||||||||||
Proposal 4: To approve an amendment to our Restated Articles of Organization. | FOR | ||||||||||
Proposal 5: To ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | FOR | ||||||||||
COMPENSATION DISCUSSION AND ANALYSIS HIGHLIGHTS
Our executive compensation is designed to reward performance by our executives and to align the interests of our executives with our shareholders.
For 2024, our executive compensation program included the following elements of fixed and variable compensation:
| Element | Objective | Fixed/Variable | ||||||||||||
| Base Salary | Attract and retain highly qualified leaders with market-competitive compensation structure. | Fixed | ||||||||||||
| Bonus (Corporate Incentive Compensation Plan or CICP) | Link pay with our performance. Reward achievement of our financial and strategic goals. | Variable | ||||||||||||
| Additional Cash Incentives | Link pay with individual, business unit and/or corporate performance. Reward achievement of specific goals. | Variable | ||||||||||||
Equity Awards (Stock Options, Performance-Based Stock Options, and RSUs) | Link pay with our long-term performance. Reward stock price appreciation, promote long-term retention and permit executives to accumulate equity ownership in the Company. | Variable | ||||||||||||
| Other Perquisites | Retain talent by providing financial protection and security. | Fixed | ||||||||||||
2024 FINANCIAL HIGHLIGHTS
The financial highlights information contained in this proxy statement describes the results achieved by Pegasystems Inc. for its shareholders in 2024. As it is a summary, it does not contain all the information you should consider before voting. Therefore, before voting, we encourage you to read this proxy statement in its entirety and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including the sections captioned “Financial Statements and Supplementary Data”, “Risk Factors”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We develop, market, license, host, and support enterprise software that helps organizations optimize decisions and processes in real-time so they can deliver outcomes that transform their business. Our powerful platform for enterprise AI decisioning and workflow automation enables the world’s leading brands and government agencies to hyper-personalize customer experiences, automate customer service, and streamline operations, mission-critical business processes, and workflows. With Pega, our clients can leverage our AI technology and scalable architecture to accelerate their digital transformation. In addition, our sales and client success teams, world-class partners, and clients are able to leverage Pega GenAI BlueprintTM (“Blueprint”) to rapidly prototype and accelerate the development and deployment of applications quickly and collaboratively.
Our target clients are Global 2000 organizations and government agencies that require solutions to distinguish themselves in the markets they serve. Our solutions achieve and facilitate differentiation by increasing business agility, driving growth, improving productivity, attracting and retaining customers, and reducing risk. Along with our partners, we deliver solutions tailored by industry.
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Performance metrics
We use performance metrics to analyze and assess our overall performance, make operating decisions, and forecast and plan for future periods, including:
Annual Contract Value (“ACV”) which represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.
| (Dollars in thousands) | December 31, 2024 | December 31, 2023 | Change | Constant Currency Change | ||||||||||||||||||||||
| Pega Cloud | $ | 652,443 | $ | 552,998 | $ | 99,445 | 18 | % | 21 | % | ||||||||||||||||
| Maintenance | 291,807 | 324,091 | (32,284) | (10) | % | (8) | % | |||||||||||||||||||
| Subscription services | 944,250 | 877,089 | 67,161 | 8 | % | 10 | % | |||||||||||||||||||
| Subscription license | 427,268 | 377,794 | 49,474 | 13 | % | 14 | % | |||||||||||||||||||
| $ | 1,371,518 | $ | 1,254,883 | $ | 116,635 | 9 | % | 11 | % | |||||||||||||||||
Reconciliation of ACV and constant currency ACV
| (in millions, except percentages) | December 31, 2023 | December 31, 2024 | 1-Year Change | |||||||||||
| ACV | $ | 1,255 | $ | 1,372 | 9 | % | ||||||||
| Impact of changes in foreign exchange rates | — | 23 | ||||||||||||
| Constant currency ACV | $ | 1,255 | $ | 1,395 | 11 | % | ||||||||
Note: Constant currency ACV is calculated by applying the December 31, 2023 foreign exchange rates to all periods shown.
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| (Dollars in thousands) | 2024 | 2023 | |||||||||||||||
| Cash provided by operating activities | $ | 345,926 | $ | 217,785 | 59 | % | |||||||||||
| Investment in property and equipment | (7,712) | (16,781) | |||||||||||||||
Free cash flow (1) | $ | 338,214 | $ | 201,004 | 68 | % | |||||||||||
Supplemental information (2) | |||||||||||||||||
| Litigation settlement, net of recoveries | $ | 32,403 | $ | — | |||||||||||||
| Legal fees | 16,197 | 14,645 | |||||||||||||||
| Restructuring | 5,252 | 29,401 | |||||||||||||||
| Interest on convertible senior notes | 3,810 | 4,134 | |||||||||||||||
| Other | — | 601 | |||||||||||||||
| Income taxes | 82,317 | 11,664 | |||||||||||||||
| $ | 139,979 | $ | 60,445 | ||||||||||||||
(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2) The supplemental information discloses items that affect our cash flows and are considered by management not to be representative of our core business operations and ongoing operational performance.
•Litigation settlement, net of recoveries: Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See "Note 20. Commitments And Contingencies" in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 and prior filings for further information.
•Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business.
•Restructuring: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
•Interest on convertible senior notes: In February 2020, we issued convertible senior notes (the “Notes”), due March 1, 2025, in a private placement. The Notes accrued interest at an annual rate of 0.75%, paid semi-annually in arrears on March 1 and September 1, and then outstanding notes were repaid in their entirety at maturity.
•Other: Fees related to canceled in-person sales and marketing events.
•Income taxes: Direct income taxes paid net of refunds received.
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Reconciliation of Backlog and Constant Currency Backlog (Non-GAAP)
| (in millions, except percentages) | December 31, 2023 | December 31, 2024 | 1-Year Growth Rate | ||||||||||||||
| Backlog - GAAP | $ | 1,463 | $ | 1,623 | 11 | % | |||||||||||
| Impact of changes in foreign exchange rates | — | 39 | |||||||||||||||
| Constant currency backlog | $ | 1,463 | $ | 1,662 | 14 | % | |||||||||||
Note: Constant currency Backlog is calculated by applying the December 31, 2023 foreign exchange rates to all periods shown.
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Stock performance graph and cumulative total shareholder return
The following performance graph represents a comparison of the cumulative total stockholder return, assuming the reinvestment of dividends, for a $100 investment on December 31, 2019 in our common stock, the Total Return Index for the NASDAQ Composite, a broad market index, and the Standard & Poor’s (“S&P”) North American Technology Sector - Software Index™ (“S&P NA Tech Software”), a published industry index.
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PEGASYSTEMS INC.
225 Wyman Street, Ste 300
Waltham, MA 02451
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held on June 17, 2025
This proxy statement contains information about the 2025 Annual Meeting of Shareholders of Pegasystems Inc. The Annual Meeting will be held on Tuesday, June 17, 2025, beginning at 10:00 am, Eastern Daylight Time at 225 Wyman Street, Ste 300, Waltham, MA 02451. Unless the context otherwise requires, references in this proxy statement to “Pegasystems,” the “Company,” “we,” “us,” or “our” refer to Pegasystems Inc.
This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the Annual Meeting and at any adjournment of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on the proxy you submit for the meeting, it will be voted in accordance with the recommendation of the Board of Directors. If you are the record holder of your shares, you may revoke your proxy and change your vote at any time before it is exercised at the meeting by giving our Secretary written notice to that effect or a duly executed proxy bearing a later date or by voting your shares online at the Annual Meeting. Any shareholder owning shares in “street name” may revoke a proxy or change previously given voting instructions by contacting the bank or brokerage firm holding the shares. We first provided access to our proxy materials over the Internet at www.envisionreports.com/PEGA on or about May 2, 2025.
Pursuant to Rule 14a-16 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or Annual Report, as filed with the Securities and Exchange Commission, or SEC, is being made available to shareholders on our website, www.pega.com, and at the following URL: www.envisionreports.com/PEGA.
You may obtain a copy of our Annual Report without charge upon written request to:
Pegasystems Inc.
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing
Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
The Annual Report does not constitute any part of this proxy statement. Certain documents referenced in this proxy statement are available on our website at www.pega.com. Information contained on our website is not included as part of, nor incorporated by reference into, this proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 17, 2025.
This proxy statement and our Annual Report are available for viewing, printing, and downloading at
www.envisionreports.com/PEGA.
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
What is the purpose of the Annual Meeting?
At the Annual Meeting, shareholders will consider and vote on the following matters:
1.To elect to our Board of Directors the eight nominees named in this proxy statement, each for a one-year term.
2.To approve, by a non-binding advisory vote, the compensation of our named executive officers, also referred to as Say on Pay, as described in the “Compensation Discussion and Analysis” section and elsewhere in this proxy statement.
3.To approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan (the “Plan”).
4.To approve an amendment to our Restated Articles of Organization to increase the number of authorized shares of our common stock from 200,000,000 to 400,000,000.
5.To ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
How does the Board of Directors recommend that I vote on the Proposals?
The Board of Directors recommends that you vote:
•FOR the election to our Board of Directors of each of the eight nominees named in this proxy statement, each to hold office for a term of one year (Proposal 1);
•FOR the approval, by a non-binding advisory vote, of the compensation of our named executive officers, also referred to as Say on Pay, as described in the “Compensation Discussion and Analysis” section and elsewhere in this proxy statement (Proposal 2);
•FOR the approval of the Plan (Proposal 3);
•FOR the approval of an amendment to our Restated Articles of Organization (Proposal 4); and
•FOR the ratification of the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 5).
Who can vote?
To be able to vote, you must have been a Pegasystems shareholder of record at the close of business on April 17, 2025. This date is the Record Date for the Annual Meeting. On the Record Date, there were _______ shares of our common stock outstanding and entitled to vote.
How many votes do I have?
Each share of our common stock that you owned on the Record Date entitles you to one vote on each matter before the shareholders at the Annual Meeting.
Is my vote important?
Your vote is important regardless of how many shares you own. Please take the time to vote. Also, please take a moment to read the instructions below.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?
We are pleased to comply with the SEC rules that direct companies to distribute their proxy materials over the Internet, as we have done in past years. As a result, we have sent our shareholders and beneficial owners a Notice of Internet Availability of Proxy Materials, or the Availability Notice, instead of paper copies of this proxy statement, our proxy card, and our Annual Report. Detailed instructions on how to access these materials over the Internet may be found in the Availability Notice. This proxy statement and our Annual Report are available for viewing, printing, and downloading at www.envisionreports.com/PEGA.
I prefer to read my proxy materials on paper. How do I get paper copies?
The Availability Notice contains instructions on how to request paper copies by phone, email, or the Internet. You will be sent the materials by first class mail within three business days of your request, at no cost to you. If you receive your proxy materials by mail, you may vote your shares by completing, signing, and dating the proxy card that accompanies this proxy statement and promptly mailing it in the enclosed postage-prepaid envelope. Once you request paper copies, you will continue to receive the materials in paper form until you instruct us otherwise. Please note, however, that the online proxy materials will also be in a format suitable for printing on your own printer.
How can I vote?
If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank or brokerage firm, you may vote over the Internet or by telephone or mail, or you may vote in person at the Annual Meeting. If your shares are held in “street name” by a bank or brokerage firm, please see the first sentence of the “Can I vote if my shares are held in ‘street name’?” section below for instructions regarding how to vote your shares.
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Voting by Internet. You may vote your proxy over the Internet by following the instructions provided in the Availability Notice and on the proxy card.
Voting by telephone. You may vote your proxy over the telephone by following the instructions provided in the Availability Notice and on the proxy card.
Voting by mail. You may vote your proxy by printing, completing, signing, and dating the proxy card that accompanies this proxy statement and promptly mailing it in accordance with the instructions provided on the proxy card. The shares you own will be voted according to the instructions on the proxy card you submit. If you return the proxy card but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our Board of Directors. The Board of Directors recommends that you vote FOR the director nominees and FOR Proposals 2, 3, 4, and 5.
Voting in person at the Annual Meeting. If you attend the Annual Meeting, you may vote by delivering your completed proxy in person or by completing a ballot. Ballots will be available at the Annual Meeting.
Can I vote my shares by filling out and returning the Availability Notice?
No. The Availability Notice contains instructions on how to vote over the Internet, by telephone, by requesting and returning a paper proxy card, or by voting in person during the Annual Meeting.
Can I vote if my shares are held in “street name”?
If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. To vote your shares, you will need to follow the directions your bank or brokerage firm provides you. Many banks and brokerage firms also offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on your voting instruction form.
Under the applicable rules of the NASDAQ Global Select Market, or Nasdaq, if you do not give instructions to your bank or brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but it will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 5) is considered to be a “discretionary” item under Nasdaq rules, and your bank or brokerage firm will be able to vote on this item even if it does not receive instructions from you, so long as it holds your shares in its name. The election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 2), the approval of the Plan (Proposal 3), and the approval of an amendment to our Restated Articles of Organization (Proposal 4) are “non-discretionary” items. If you do not instruct your broker how to vote with respect to these items, your broker is not permitted to vote with respect to these proposals, and those votes will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.
Can I change my vote after I have submitted my proxy?
Yes. If your shares are registered in your name, you can revoke your proxy and change your vote at any time before the polls close for the Annual Meeting by doing any one of the following things:
•signing another proxy with a later date;
•giving our Secretary a written notice before or at the Annual Meeting that you want to revoke your proxy;
•voting over the Internet or by telephone by following the instructions provided in the Availability Notice and on the proxy card by 1:00 am, Eastern Daylight Time, on June 17, 2025; or
•voting in person at the Annual Meeting.
Your attendance at the Annual Meeting alone, without also voting, will not revoke your proxy.
If your shares are held in “street name” and you wish to revoke a proxy, you should contact your bank or brokerage firm and follow its procedures for changing your voting instructions.
What constitutes a quorum?
In order for business to be conducted at the Annual Meeting with respect to a particular matter, a quorum must be present in person or represented by valid proxies for that particular matter. For each of the proposals described in this proxy statement, a quorum consists of the holders of a majority of the shares of common stock issued and outstanding on April 17, 2025, the Record Date, which is approximately ______ shares of our common stock.
Shares of common stock represented in person or by proxy, including “broker non-votes” and shares that abstain or do not vote with respect to one or more of the matters to be voted upon, will be counted for the purpose of determining whether a quorum exists. A share once represented for any purpose at the Annual Meeting is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless (1) the shareholder attends solely to object to lack of notice, defective notice, or the conduct of the meeting on other grounds and does not vote the shares or otherwise consent that they are to be deemed present, or (2) in the case of an adjournment, a new Record Date is set for that adjourned meeting.
If a quorum is not present, the meeting will be adjourned until a quorum is obtained.
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What vote is required for each item?
Proposal 1: Election of Directors. Under our Amended and Restated Bylaws, with respect to each of the eight nominees for director, the number of votes cast at the Annual Meeting in favor of such nominee must represent a majority of the votes entitled to be cast in an election of directors by all issued and outstanding shares of common stock on the Record Date. This means that if any nominee is one of the eight nominees receiving the highest number of votes cast at the Annual Meeting, but the number of votes cast for such nominee does not represent a majority of the votes entitled to be cast in an election of directors by all issued and outstanding shares, such nominee will not be elected as a director. If your shares are held in “street name” and you do not instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares with respect to this proposal.
Proposal 2: Advisory Vote on Executive Compensation. Our Board of Directors is seeking a non-binding advisory vote to approve the compensation of our named executive officers. Under our Amended and Restated Bylaws, approval for such non-binding resolution requires that the votes cast in favor exceed the votes cast in opposition. While this vote is non-binding and advisory in nature, our Board of Directors and Compensation Committee will consider the outcome of the vote when determining executive compensation arrangements. If your shares are held in “street name” and you do not instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares with respect to this proposal.
Proposal 3: Approval of the Plan. Under our Amended and Restated Bylaws, approval of the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan requires that votes cast in favor exceed the votes cast in opposition. If your shares are held in “street name” and you do not instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares with respect to this proposal.
Proposal 4: Amendment to Restated Articles of Organization. Under Massachusetts law and our Amended and Restated Bylaws, the affirmative vote of the holders of a majority of all votes entitled to be cast on the matter by all issued and outstanding shares of common stock on the record date is required to approve the amendment to our Restated Articles of Organization to increase the number of authorized shares of common stock. If you shares are held in “street name” and you do not instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares with respect to this proposal.
Proposal 5: Ratification of the Independent Registered Public Accounting Firm. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 will be approved if the votes cast in favor exceed the votes cast in opposition. If your shares are held in “street name” and you do not instruct your broker how to vote with respect to this item, your broker may vote your shares with respect to this proposal.
How will votes be counted?
Each share of common stock will be counted as one vote according to the instructions contained on a properly completed proxy card, whether submitted by mail, over the Internet, by telephone, or voted online at the Annual Meeting. Shares will not be voted in favor of a matter, and will not be counted as voting on a matter, if they either (1) indicate that the shareholder abstains from voting on a particular matter or (2) are broker non-votes. Banks and brokers that do not receive instructions with respect to Proposals 1, 2, 3, and 4 will not be allowed to vote these shares, which will then be counted as “broker non-votes” instead of votes “for” or “against.”
Abstentions and broker non-votes will have no effect on the outcome of voting with respect to Proposal 2 (Advisory Vote on Executive Compensation), Proposal 3 (Approval of the Plan), and Proposal 5 (Ratification of the Independent Registered Public Accounting Firm), because these proposals will be approved if the votes cast at the Annual Meeting in favor of the proposal exceed the votes cast at the Annual Meeting opposing the proposal. Abstentions and broker non-votes, however, will have the effect of negative votes with respect to Proposal 1 (Election of Directors) and Proposal 4 (Amendment to Restated Articles of Organization), because, as described above, this proposal requires the affirmative vote of the holders of shares representing a majority of the votes entitled to be cast at the Annual Meeting by all issued and outstanding shares of common stock on the Record Date.
Who will count the votes?
The votes will be counted, tabulated, and certified by our transfer agent and registrar, Computershare. Matthew J. Cushing, our Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary, will serve as the inspector of elections at the Annual Meeting.
Will my vote be kept confidential?
Yes. Your vote will be kept confidential and we will not disclose your vote unless (1) we are required to do so by law, including in connection with the pursuit or defense of a legal or administrative action or proceeding, or (2) there is a contested election for the Board of Directors. The inspector of elections will forward any written comments that you make on the proxy card to management without providing your name, unless you expressly request disclosure of your identity on your proxy card.
Will any other business be conducted at the Annual Meeting or will other matters be voted on?
No. Under the laws of Massachusetts, where we are incorporated, an item may not be brought before our shareholders at a shareholder meeting unless it appears in the notice of the meeting. Our Amended and Restated Bylaws establish the process for a shareholder to bring a matter before a meeting. See the “How and when may I submit a shareholder proposal for the 2026 Annual Meeting?” section below.
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Where can I find the voting results?
We will report the voting results in a Current Report on Form 8-K, which will be filed with the SEC no later than four business days after the Annual Meeting.
How and when may I submit a shareholder proposal for the 2026 Annual Meeting?
If you are interested in submitting a proposal for inclusion in the proxy statement for the 2026 Annual Meeting, you need to follow the procedures outlined in Rule 14a-8 under the Exchange Act and in our Amended and Restated Bylaws. To be eligible for inclusion, we must receive your shareholder proposal intended for inclusion in the proxy statement for the 2026 Annual Meeting of Shareholders at our principal corporate offices in Waltham, Massachusetts as set forth below no later than January 2, 2026.
In addition, our Amended and Restated Bylaws require that we be given advance written notice for nominations for election to our Board of Directors and other matters that shareholders wish to present for action at an annual meeting other than those to be included in our proxy statement under Rule 14a-8. The Secretary must receive such notice at the address noted below not less than 120 days or more than 150 days before the first anniversary of the date on which our proxy statement was released to shareholders in connection with the prior year’s meeting. However, if the date of our annual meeting is advanced or delayed by more than 30 days from the anniversary date of the prior year’s meeting (or no proxy statement was delivered to shareholders in connection with the prior year’s meeting), then we must receive such notice at the address noted below not earlier than the 120th day before such annual meeting and not later than the close of business on the later of (1) the 90th day before such annual meeting and (2) the 10th day following the day on which public notice of the meeting date is first made. Assuming that the 2026 Annual Meeting is held between May 18, 2026 and July 17, 2026, you would need to give us appropriate notice at the address noted below no earlier than December 3, 2025 and no later than January 2, 2026. Notwithstanding the foregoing, the postponement or adjournment of any annual meeting for which notice has been provided to shareholders shall not commence a new time period for giving the shareholders’ notice. If a shareholder does not provide timely notice of a nomination or other matter to be presented at the 2026 Annual Meeting, under Massachusetts law, it may not be brought before our shareholders at a meeting.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended. Our Amended and Restated Bylaws also specify requirements relating to the content of the notice that shareholders must provide to the Secretary for any matter, including a shareholder proposal or nomination for director, to be properly presented at a shareholder meeting. A copy of the full text of our Amended and Restated Bylaws is on file with the SEC.
Any proposals or notices should be sent to:
Pegasystems Inc.
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
Who will bear the costs of soliciting these proxies?
We will bear the costs of solicitation of proxies. We will request brokers, custodians, and fiduciaries to forward proxy soliciting material to the owners of shares of our common stock they hold in such shareholders’ names. We will reimburse banks and brokers for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
How can I obtain an Annual Report on Form 10-K?
Our Annual Report is available in the “Investors” section of our website at www.pega.com, as well as at the following URL: www.envisionreports.com/PEGA. If you would like a paper copy of our Annual Report on Form 10-K, we will send it to you without charge.
Please contact:
Pegasystems Inc.
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
Telephone: (617) 374-9600
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
Telephone: (617) 374-9600
Whom should I contact if I have any questions?
If you have any questions about the Annual Meeting or your ownership of our common stock, please contact Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary of Pegasystems Inc. at the address or telephone number listed above.
Householding of Annual Meeting Materials
Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and Annual Report may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the address or telephone number listed above.
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If you want to receive separate copies of the proxy statement or Annual Report in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or telephone number.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, which, except as otherwise noted below, is as of January 31, 2025, with respect to the beneficial ownership of our common stock by:
•the shareholders we know to beneficially own more than 5% of our outstanding common stock (based solely on our review of Schedules 13G filed with the SEC);
•each director named in this proxy statement;
•each executive officer named in the Summary Compensation Table included in this proxy statement; and
•all our executive officers and directors as a group.
Unless otherwise indicated, the address of each person listed below is c/o Pegasystems Inc., 225 Wyman Street, Ste 300, Waltham, MA 02451.
| NUMBER OF SHARES OWNED | SHARES ACQUIRABLE WITHIN 60 DAYS(1) | TOTAL SHARES BENEFICIALLY OWNED(2) | PERCENTAGE OF SHARES BENEFICIALLY OWNED(3) | ||||||||||||||||||||||||||
| 5% Shareholders | |||||||||||||||||||||||||||||
Alan Trefler(4) | 39,765,796 | 762,786 | 40,528,582 | 46.8 | % | ||||||||||||||||||||||||
The Vanguard Group(5) | 5,118,964 | — | 5,118,964 | 6.1 | % | ||||||||||||||||||||||||
| Directors | |||||||||||||||||||||||||||||
| Alan Trefler | † | † | † | † | |||||||||||||||||||||||||
| Peter Gyenes | 12,172 | 25,068 | 37,240 | * | |||||||||||||||||||||||||
| Rohit Ghai | 512 | 1,091 | 1,603 | * | |||||||||||||||||||||||||
Richard Jones(6) | 485,967 | 25,068 | 511,035 | * | |||||||||||||||||||||||||
| Christopher Lafond | 9,653 | 25,068 | 34,721 | * | |||||||||||||||||||||||||
| Dianne Ledingham | 17,019 | 25,068 | 42,087 | * | |||||||||||||||||||||||||
| Sharon Rowlands | 32,678 | 25,068 | 57,746 | * | |||||||||||||||||||||||||
| Larry Weber | 8,229 | 25,068 | 33,297 | * | |||||||||||||||||||||||||
| Named Executive Officers | |||||||||||||||||||||||||||||
| Alan Trefler | † | † | † | † | |||||||||||||||||||||||||
| Kenneth Stillwell | 16,466 | 374,037 | 390,503 | * | |||||||||||||||||||||||||
| Rifat Kerim Akgonul | 52,054 | 287,765 | 339,819 | * | |||||||||||||||||||||||||
| John Gerard Higgins | 13,489 | 240,025 | 253,514 | * | |||||||||||||||||||||||||
| Leon Trefler | 37,973 | 361,132 | 399,105 | * | |||||||||||||||||||||||||
All executive officers and directors as a group(7) | 40,452,008 | 2,233,153 | 42,685,161 | 49.7 | % | ||||||||||||||||||||||||
* Represents beneficial ownership of less than 1% of our outstanding common stock.
† See 5% Shareholders above.
(1) The number of shares of common stock beneficially owned by each person is determined under the SEC’s rules. Under these rules, a person is deemed to have “beneficial ownership” of any shares over which that person has sole or shared voting or investment power, plus any shares that the person has the right to acquire within 60 days, including through the exercise of stock options or vesting of restricted stock units (“RSUs”). Unless otherwise indicated, for each person named in the table, the number in the “Shares Acquirable within 60 Days” column consists of shares covered by stock options that may be exercised and RSUs that vest within 60 days after January 31, 2025.
(2) To our knowledge, unless otherwise indicated, all the persons listed in the table above have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.
(3) The percent ownership is calculated by dividing each person’s total shares beneficially owned by 85,898,878 shares, which was the number of shares of our common stock outstanding on January 31, 2025.
(4) Includes (1) 17,340,286 shares of Common Stock held by Mr. Trefler, individually; (2) 5,067,271 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2023, of which Mr. Trefler is the sole trustee; (3) 2,190,736 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2023, of which Mr. Trefler is the sole trustee; (4) 7,500,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust I of 2024, of which Mr. Trefler is the sole trustee; (5) 6,000,000 shares held by the Alan N. Trefler Grantor Retained Annuity Trust II of 2024, of which Mr. Trefler is the sole trustee; (6) 762,786 shares which Mr. Trefler has the right to acquire within 60 days of January 31, 2025; (7) 1,605,503 shares held by the Alan N. Trefler Irrevocable Non-GST Trust of 2022, of which Daniel Sherman and Pamela Trefler are the trustees and of which Mr. Trefler has the ability to appoint and remove trustees; and (8) 62,000 shares of common stock held by the Trefler Foundation, of which Mr. Trefler is a trustee and shares voting and dispositive control over these shares, but has no pecuniary interest in these shares. As of January 31, 2025, includes 4,616,577 shares of common stock pledged or held in margin securities accounts maintained at brokerage firms.
(5) Represents shares of common stock beneficially owned as of December 31, 2023, based on a Schedule 13G, Amendment #1, filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. (“The Vanguard Group”). Such filing states that The Vanguard Group has shared voting power with respect to 18,336 shares, shared dispositive power with respect to 60,801 shares and sole dispositive power with respect to 5,058,163 shares. In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355.
(6) Includes 5,310 shares held by the Jones Family Foundation for which Mr. Jones has voting and dispositive power over such shares, but has no pecuniary interest with respect to such shares. Includes 357,058 shares held by the Richard H. Jones Revocable Trust for which Mr. Jones has sole voting and investment power over such shares. Includes 14,339 shares held by the Patricia Jones Revocable Trust and 85,584 shares held by the Patricia Jones Irrevocable Cornerstone Trust for which Mr. Jones’ spouse has sole voting and dispositive power over such shares.
(7) Includes all 13 persons who were directors or executive officers of Pegasystems on January 31, 2025.
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PROPOSAL 1 – ELECTION OF DIRECTORS
This year our Board of Directors has nominated Rohit Ghai, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Alan Trefler, and Larry Weber for election to the Board of Directors.
The persons named in the proxy card as proxies will vote to elect each of the nominees, unless you vote against the election of one or more nominees or abstain from voting on the election of one or more nominees, in each case, by affirmatively marking the proxy card to that effect (or through Internet or telephonic voting). Each of our nominees has indicated their willingness to serve, if elected. However, if any of the nominees shall become unable or unwilling to serve, the proxies, unless authority has been withheld as to such nominee, may be voted for the election of a substitute nominee designated by our Board of Directors, or the Board of Directors may reduce the number of directors. Proxies may not be voted for more than eight persons.
There are no family relationships among any of our executive officers or directors, with the exception of Alan Trefler, our Chairman and Chief Executive Officer, whose brother, Leon Trefler, is our Chief of Clients and Markets. Unless otherwise noted, we refer to Alan Trefler as Mr. Trefler and Leon Trefler as Leon Trefler in this proxy statement.
The Board of Directors recommends that you vote FOR the election of the nominees as directors, and proxies solicited by the Board of Directors will be voted in favor thereof unless a shareholder has indicated otherwise on the proxy.
DIRECTOR QUALIFICATIONS
The following information is furnished with respect to each of our directors, as of April 1, 2025. The information presented details the characteristics, qualifications, attributes, and skills that led to the Board of Directors’ conclusion that each of our directors is qualified to serve on the Board of Directors, including significant professional experience and service on the boards of other companies. It includes information each director has given us about their age, all positions they hold with us, and their principal occupation and business experience during at least the past five years, including the names of other publicly-held companies for which they serve, or have served, as a director. Additionally, it is our view that each director exhibits integrity and high ethical standards, as well as sound business judgment and acumen, which are valued and expected characteristics for our directors. Information about the number of shares of common stock beneficially owned by each director, directly and indirectly, appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.”
Board Qualifications and Experience
We aim to create and maintain a Board with a breadth of skills and attributes that is aligned with our current and anticipated strategic needs. Our candidates, as more fully described below, have experience in, among other areas: leadership, technology, international operations and growth, and sales and marketing.
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NOMINEES FOR ELECTION FOR A TERM OF ONE YEAR EXPIRING IN 2026
•Rohit Ghai, 55, has been a member of our Board of Directors since January 2025. Mr. Ghai currently serves as the Chief Executive Officer and member of the board of RSA Security, Inc., a role he has held since December 2016. Since October 2024, Mr. Ghai has served on the board of D-wave Systems, a quantum computing company. Since January 2021, Mr. Ghai has served on the board of MHC Software, an AP automation and customer communications management company. From December 2009 to December 2016, Mr. Ghai held a variety of roles at the Enterprise Content Division of Dell EMC, including as President from December 2014 to December 2016. He also served as the Chief Operating Officer, and the SVP of Products and Solutions. Previously, Mr. Ghai served on the board of Everbridge, from January 2023 to July 2024. Mr. Ghai holds a master’s degree in computer science from the University of South Carolina, as well as a bachelor’s degree in computer science from the Indian Institute of Technology (ITT). We believe Mr. Ghai’s qualifications to serve on our Board of Directors include his deep knowledge of cybersecurity and his extensive leadership experience, including positions as Chief Executive Officer and as a director for several public and private companies.
•Peter Gyenes, 79, has been a member of our Board of Directors since March 2009. He has served as a member of our Audit Committee and of our Nominating and Corporate Governance Committee since July 2009. Mr. Gyenes has served as Chairman of the Board of Directors of Syncro, a leader in the managed service provider industry, since January 2025. Mr. Gyenes has over four decades of experience in global technical, sales, marketing, and general management positions within the software and computer systems industries. Mr. Gyenes is a Trustee Emeritus of the Massachusetts Technology Leadership Council. He previously served as Chairman and Chief Executive Officer of Ascential Software, as well as of its predecessor companies VMark Software, Ardent Software, and Informix, and led its growth into the data integration market leader from 1996 until it was acquired by IBM in 2005. Mr. Gyenes also previously served as President and Chief Executive Officer of Racal InterLan, Inc., and in executive positions at Data General Corporation, Encore Computer Corporation, and Prime Computer, Inc. Earlier in his career, he held sales and technical positions at Xerox Data Systems and IBM. Mr. Gyenes previously served on the boards of RealPage, Inc. from January 2010 to April 2021; Sophos plc from May 2006 to March 2020; Information Builders, Inc. from November 2017 to December 2020; Carbonite, Inc. from April 2015 to February 2019; IntraLinks, Inc. from February 2008 to January 2017; Epicor from August 2011 to August 2016; EnerNOC Inc. from April 2013 to October 2015; Appfluent Technologies from August 2005 to April 2015; and Cimpress NV from February 2009 to November 2015. He is a graduate of Columbia University where he received his B.A. in mathematics and his M.B.A. Mr. Gyenes was awarded the 2005 New England Region Ernst & Young Entrepreneur of the Year award in Software. We believe Mr. Gyenes’ qualifications to serve on our Board of Directors include his decades of leadership roles for global technology companies, including his positions as a chief executive officer and director of publicly traded companies, as well as his proven ability to bridge strategy with operational excellence and his experience with mergers and acquisitions.
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•Richard Jones, 73, joined Pegasystems in October 1999, serving as President and Chief Operating Officer until September 2002. Mr. Jones was a part-time employee of Pegasystems from July 2002 to July 2007. Mr. Jones was elected as a member of our Board of Directors in November 2000, and served as Vice Chairman from September 2002 to July 2007. He has served as a member of our Compensation Committee and of our Nominating and Corporate Governance Committee since July 2011. Mr. Jones has served on the Board of Directors of Resonantia, Inc. since September 2022; KaliVir Immunotherapeutics, Inc. (formerly Western Oncolytics Ltd.), a private company developing novel therapies for cancer since July 2014; and as Chairman of Jones Boys Ventures, a retailer, since June 1995. Mr. Jones is also currently an Honorary Trustee of the Episcopal School of Jacksonville in Jacksonville, Florida. From 1995 to 1997, Mr. Jones served as a Chief Asset Management Executive and member of the Operating Committee at Barnett Banks, Inc., which at the time was among the nation’s 25 largest banks. From 1991 to 1995, he served as Chief Executive Officer of Fleet Investment Services, a brokerage and wealth management organization. His prior experience also includes serving as Executive Vice President with Fidelity Investments, an international provider of financial services and investment resources, and as a principal with the consulting firm of Booz, Allen & Hamilton. Mr. Jones previously served on the boards of Buyers Access, LLC and Colo5, LLC. Mr. Jones holds an undergraduate degree from Duke University, with majors in both economics and management science. He also holds an M.B.A. degree from the Wharton School of the University of Pennsylvania. We believe Mr. Jones’ qualifications to serve on our Board of Directors include his two decades of executive management, his financial expertise and business acumen, and his experience gained while serving as Pegasystems’ President and Chief Operating Officer.
•Christopher Lafond, 59, has been a member of our Board of Directors since April 2019. He has served as a member of our Audit Committee and our Nominating and Corporate Governance Committee since June 2019. Since June 2020, he has also been elected each year as the Chair of our Audit Committee. Mr. Lafond currently serves as the Chief Executive Officer and member of the board of Insurity, Inc., a role he has held since August 2019. From November 2017 to August 2019, he served as Insurity’s Chief Financial Officer. From June 2015 to June 2017, Mr. Lafond served as the Executive Vice President and Chief Financial Officer of Intralinks Holdings, Inc. From 1995 to 2014, Mr. Lafond held a variety of roles at Gartner, Inc., including Executive Vice President and Chief Financial Officer from 2003 to 2014. Previously at Gartner, he served as Chief Financial Officer for Gartner’s North America and Latin America operations, Group Vice President and North American Controller, Director of Finance, Vice President of Finance and Assistant Controller. Mr. Lafond previously served on the board of Sirius Decisions Inc. from August 2017 to January 2019 and as a member of the Small Business Advisory Committee of the Financial Accounting Standards Board (“FASB”) from March 2019 to December 2023. Mr. Lafond holds a B.A. in Economics from the University of Connecticut and an M.B.A. degree from the Columbia University Graduate School of Business. Mr. Lafond’s qualifications to serve on our Board of Directors include his extensive leadership experience and financial expertise, including positions such as Chief Financial Officer and member of the board of Insurity, Inc., and Chief Financial Officer for several other companies.
•Dianne Ledingham, 62, has been a member of our Board of Directors since September 2016. She has served as a member of our Compensation Committee and of our Nominating and Corporate Governance Committee since January 2017. With her 30-plus year tenure at Bain, Ms. Ledingham is one of the firm’s most prominent leaders in commercial and sales excellence with experience across a range of industries and particular depth in technology and software. Ms. Ledingham is currently an Advisory Partner in Bain & Company’s Boston office, a leader in Bain’s Customer Strategy & Marketing practice, and the firm’s Telecom, Media and Technology practice. Since September 2022, she has served on the Board of Directors of Edgio, a technology company optimizing content delivery. Additionally, since 2009, Ms. Ledingham has served on the board of City Year Boston, including as the former Chair from 2013 to 2017, and since February 2014 as Treasurer on the board of Ventures for Hope. Previously, Ms. Ledingham served on each of Bain’s governance committees including serving on Bain’s Board of Directors, Bain’s Global Compensation and Promotion Committee, including as elected Chair, and Bain’s Global Nominating Committee, as elected Chair. Ms. Ledingham holds a degree in electrical engineering with honors from Brown University and an M.B.A. degree with distinction from Harvard Business School. We believe Ms. Ledingham’s qualifications to serve on our Board of Directors include her significant business and marketing experience, including her experience as the founding global leader for Sales and Channel Effectiveness within Bain’s Customer Strategy and Marketing practice.
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•Sharon Rowlands, 66, has been a member of our Board of Directors since April 2016. She has served as a member of our Nominating and Corporate Governance Committee and as the Chair of our Compensation Committee since January 2017. Ms. Rowlands has more than 20 years of experience serving small to enterprise level businesses in leadership roles. Ms. Rowlands currently serves as Chief Executive Officer of Newfold Digital, Inc. (formerly Web.com), a marketing solutions company, a role she has held since January 2019. From 2019 to 2021, she also served as the President of Newfold Digital, Inc. Since February 2021, Ms. Rowlands has served on the board of Constant Contact, a digital email and marketing platform. Since March 2020, Ms. Rowlands has served as an advisor on the board of Sonihull, a company that provides ultrasonic anti-fouling solutions. From 2017 to 2019, she served as President of USA Today Network Marketing Solutions at Gannett Co. From 2014 to 2019, Ms. Rowlands served as the Chief Executive Officer of ReachLocal, Inc., an Internet-based advertising and marketing company which specialized in search engine marketing, marketing analytics, and display advertising. From 2011 to 2013, she was the Chief Executive Officer and member of the board of Altegrity, Inc., which provides security and risk management solutions to government and commercial clients. From 2008 to 2011, Ms. Rowlands was the Chief Executive Officer of Penton Media, Inc., a business-to-business information provider producing more than 110 magazines and associated websites, and about 60 industry events. From 1997 to 2008, Ms. Rowlands held a variety of roles, including Chief Executive Officer from 2005 to 2008 at Thomson Financial Inc., a provider of market and securities data and other financial services for brokerages, investment bankers, traders, and other investment professionals. Ms. Rowlands previously served on the boards of Everbridge from 2019 to 2024; the Glimpse Group from 2017 to 2023; the Local Search Association from 2015 to 2018; ReachLocal, Inc. from 2014 to 2016; Constant Contact, Inc. from 2010 to 2014; and Automatic Data Processing, Inc. from 2008 to 2011. Ms. Rowlands holds a B.A. in History from the University of Newcastle, Newcastle-Upon-Tyne and a Postgraduate Certificate in Education from Goldsmiths, University of London. We believe Ms. Rowlands’ qualifications to serve on our Board of Directors include her extensive leadership experience, including positions as Chief Executive Officer and as a director for several public and private companies.
•Alan Trefler, 69, a founder of Pegasystems, has served as Chief Executive Officer and Chairman of the Board of Directors since Pegasystems was organized in 1983. Prior to 1983, he managed an electronic funds transfer product for TMI Systems Corporation, a software and services company. Mr. Trefler holds a B.A. degree in economics and computer science from Dartmouth College. We believe Mr. Trefler’s qualifications to serve on our Board of Directors include his extensive experience in the software industry, including as our founder, Chief Executive Officer, and Chairman of our Board of Directors since our inception in 1983.
•Larry Weber, 69, has been a member of our Board of Directors since August 2012. He has served as a member of our Compensation Committee and of our Nominating and Corporate Governance Committee since May 2013, and as a member of our Audit Committee since June 2021. Since January 2015, he has also served as the Chair of our Nominating and Corporate Governance Committee. Mr. Weber has served as the Chief Executive Officer and Chairman of the Board of Racepoint Global, Inc., a digital marketing services ecosystem of marketing service companies organized to help chief marketing officers in their roles as builders of communities and content aggregators, since he founded the company in September 2004. In 2001, Mr. Weber founded Weber Shandwick, one of the largest public relations agencies in the world. Mr. Weber previously served on the board as well as the Nominating and Corporate Governance Committee of RMG Networks Holding Corporation, a digital signage provider for most of the Fortune 100 companies from 2017 to 2018, and on the board of Avectra, a provider of web-based association management software (AMS) and social CRM software from 2011 to 2013. Mr. Weber is also a co-Founder and Chairman of the Board of the Massachusetts Innovation & Technology Exchange (MITX), one of the largest interactive advocacy organizations in the world. Mr. Weber has authored seven books: A New Age of Reason: Harness the Power of Tech for Good; Authentic Marketing: How to Capture Hearts and Minds Through the Power of Purpose; The Digital Marketer: Ten New Skills You Must Learn to Stay Relevant and Customer-Centric; Everywhere: Comprehensive Digital Business Strategy for the Social Media Era; Sticks and Stones: How Digital Business Reputations are Built Over Time and Lost in a Click; Marketing to the Social Web: How Digital Customer Communities Build Your Business; and The Provocateur: How a New Generation of Leaders are Building Communities, Not Just Companies. Mr. Weber holds a B.A. in English from Denison University, Ohio and a M.F.A. in Writing and Literature from Antioch College, Oxford. We believe Mr. Weber’s qualifications to serve on our Board of Directors include his extensive experience in the global marketing and public relations industry, including positions as founder and Chairman of the Board for Racepoint Global, Inc., and as a director for several companies.
CORPORATE GOVERNANCE
GENERAL
We believe that good corporate governance is important to ensure that Pegasystems is managed for the long-term benefit of the corporation and its shareholders and we are committed to maintaining sound corporate governance principles. During the past year, we continued to review our corporate governance policies and practices, with attention given to the provisions of the Sarbanes-Oxley Act of 2002, the existing and proposed rules of the SEC, the listing standards of Nasdaq, as well as market best practices.
We have adopted policies and procedures that we believe are in the best interests of Pegasystems and our shareholders. In particular, we have the following policies and procedures:
•Declassified Board of Directors. We have a declassified Board of Directors and our Amended and Restated Bylaws provide for one-year terms for our directors. All nominees will stand for election or re-election to one-year terms at this Annual Meeting.
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•Majority Voting for Election of Directors. Our Amended and Restated Bylaws provide for a majority voting standard in director elections, so a nominee is elected to the Board of Directors if they receive a majority of the votes entitled to be cast in an election of directors by all issued and outstanding shares of common stock.
•No Hedging Policy. Pursuant to our Insider Trading Policy, we prohibit all hedging transactions or short sales involving Pegasystems securities by our directors and employees, including our executive officers.
•Compensation Recovery Policy. In 2023, we adopted a compensation recovery policy in compliance with the final rules adopted by the SEC under Rule 10D-1 and the listing standards of the Nasdaq Stock Market. The policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by covered officers if we are required to prepare a financial restatement.
•Risk Sub-Committee of the Audit Committee. In February 2025, the Audit Committee created a Risk Sub-Committee to serve as the primary vehicle for the Board of Directors and Audit Committee to oversee the execution of the enterprise risk management at the Company.
The Board of Directors has approved and adopted Corporate Governance Guidelines which provide a framework for corporate governance. These guidelines outline the qualifications required for Board members, the composition and structure of the Board, and the role and responsibilities of the Board. They also detail the various committees of the Board, as well as their structure and purpose. The guidelines address evaluating Board, committee, director and officer performance, establishing executive management talent succession plans, and reviewing pledged or margined shares of the Company’s common stock by executive officers and directors. The Board also has implemented stock ownership guidelines for our CEO, his executive direct reports, and our directors. Under these guidelines, our Chief Executive Officer is to own shares equal to three times such person’s annual base salary, directors are to own shares equal to three times such director’s annual cash retainer, and our CEO’s executive direct reports are to own shares equal to one times such person’s annual base salary. Unvested awards do not count towards satisfaction of the minimum share ownership level. Each director and officer has until 5 years from the later of April 22, 2019 and commencement of their services to achieve compliance. Until minimum share ownership is achieved, the applicable director or officer must retain 50 percent of all net shares that vest. In addition, if at the end of the 5-year period a director or officer has not achieved the minimum share ownership level, the director or officer may not sell any shares until the minimum share ownership level is achieved. Currently, each of our directors and officers has satisfied the applicable minimum share ownership level or is within the applicable phase-in period contemplated by the guidelines. In addition to the share retention requirements under our stock ownership guidelines, shares acquired under our Employee Stock Purchase Plan (“ESPP”) may not be sold, pledged or otherwise transferred prior to one year from their acquisition.
As noted above, in February 2025,the Audit Committee created a Risk Sub-Committee to serve as the primary vehicle for the Board of Directors and Audit Committee to oversee the execution of the enterprise risk management at the Company. The Risk Sub-Committee is responsible for reviewing the risk management policies and procedures of the Company, overseeing and monitoring the operating of the Company’s risk management framework, and identifying material risks relating to the Company’s compliance with applicable regulations.
We have a Compliance and Risk Governing Committee composed of senior representatives from across the Company that reports to and assists the Audit Committee, the Risk Sub-Committee of the Audit Committee, and the Board as a whole in the oversight of regulatory, compliance and governance matters as well as risk management. The Compliance and Risk Governing Committee oversees our compliance and risk management programs, including policies and procedures for data privacy, cybersecurity, employee health and safety, compliance with anti-corruption and anti-bribery laws, and environmental, social and governance (ESG) matters, including climate-related matters. In addition, we have a standing Security Steering Group, whose members include our Chief Information Security Officer, Chief Product Officer and Chief Cloud Officer, and which is charged with providing strategic direction for the implementation and ongoing operation of our cyber security program. As discussed in “Corporate Responsibility and Sustainability”, we are focused on the risks created from climate-related matters, and continue to take steps to reduce our impact on the environment, including continued efforts to be carbon neutral, recycling programs and green teams, headquarters that are LEED Gold certified, and a Supplier Code of Conduct in which we expect our suppliers to adopt policies and practices to reduce environmental impact, and to follow all applicable laws, regulations and standards.
We have a written Code of Conduct that applies to our Board of Directors and all our employees, including our principal executive officer, principal financial officer, and principal accounting officer, and to persons performing similar functions.
You can access the current charters for our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, our Corporate Governance Guidelines, and our Code of Conduct in the “Leadership & Governance” section of our website at www.pega.com or by contacting:
Pegasystems Inc.
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
Telephone: (617) 374-9600
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
Telephone: (617) 374-9600
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DETERMINATION OF INDEPENDENCE
A majority of our directors must be “independent directors” as defined by Nasdaq Rule 5605(a)(2). Our Board of Directors has determined that each of our non-employee directors qualifies as an “independent director” because none of them is an executive officer, employee, or individual who has a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. Therefore, our Board of Directors has determined that each of these directors (Rohit Ghai, Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, and Larry Weber) is an “independent director” as defined under Nasdaq Rule 5605(a)(2). There were no other transactions, relationships, or arrangements not disclosed in this proxy statement that were relevant to the independence of the persons serving as members of our Board of Directors in 2024.
BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT
The Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance, rather than directing day-to-day operations. The Board’s primary responsibility is to oversee the management of Pegasystems and, in so doing, serve the best interests of Pegasystems and its shareholders. The Board selects, evaluates, and provides for the succession of executive officers and, subject to shareholder election each year at our annual meeting, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. It participates in decisions that have a potential major economic impact on us. Management keeps the Board informed of Company activity through regular written reports and presentations at Board and committee meetings.
As part of our corporate governance process, our Board of Directors, along with our Audit Committee and the Risk Sub-Committee of the Audit Committee, oversees the risk management process for Pegasystems, which provides further checks and balances to our leadership structure. As noted above, in February 2025, the Audit Committee created a Risk Sub-Committee to serve as the primary vehicle for the Board of Directors and Audit Committee oversight of the execution of the enterprise risk management at the Company. The Risk Sub-Committee is responsible for reviewing the risk management policies and procedures of the Company, overseeing and monitoring the operating of the Company’s risk management framework, and identifying material risks relating to the Company’s compliance with applicable regulations. The Board has vested its oversight of corporate governance to the Nominating and Corporate Governance Committee. The Board receives reports from members of senior management on the functional areas for which they are responsible. Such reports may include operational, financial, sales, competitive, legal and regulatory, compliance, strategic and other risks, as well as any related management and mitigation. Our Chief Information Security Officer (“CISO”) periodically meets with the Board to inform and update them on our cybersecurity program. In addition, as part of its core functions, the Audit Committee reviews our internal audit, business, and financial controls in collaboration with our senior management, including our Chief Compliance Officer and our Vice President of Internal Audit, and also receives periodic reports from our CISO.
Since our inception in 1983, Mr. Trefler, our founder, has served as Chairman of our Board of Directors and as our Chief Executive Officer. We believe our leadership structure, which is often adopted by other public companies in the United States, has been effective for us, as evidenced by our solid performance and continued growth. We believe a combined Chairman and Chief Executive Officer, along with independent Board committees and a largely independent Board, provides balanced leadership for the Company. We do not have a lead independent director.
In his dual capacity as both Chairman and Chief Executive Officer, Mr. Trefler provides a strong vision and voice for leading and representing Pegasystems to others, which provides cohesive management and reduces risk of confusion or redundant undertakings or messages. Mr. Trefler effectively serves as a bridge between our Board of Directors and the Company. As our founder, Mr. Trefler has guided us through four decades of growth. As such, he is most familiar with our operations and best suited to lead the company into the future.
DIRECTOR CANDIDATES
Our shareholders may recommend candidates to the Board of Directors for inclusion in the slate of nominees which the Board recommends to our shareholders for election. The qualifications of recommended candidates will be reviewed by our Nominating and Corporate Governance Committee. If the Board determines to nominate a shareholder-recommended candidate and recommends their election as a director by the shareholders, the name will be included in our proxy card for the shareholders meeting at which their election is recommended.
Shareholders may recommend individuals for the Nominating and Corporate Governance Committee to consider as potential director candidates by submitting their names and background to the “Pegasystems Inc. Nominating and Corporate Governance Committee” c/o Pegasystems Inc., 225 Wyman Street, Ste 300, Waltham, MA 02451-1293, Attention: Secretary. The Nominating and Corporate Governance Committee will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis. The process followed by the Nominating and Corporate Governance Committee to identify and evaluate candidates includes requests to our directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying the same criteria, as for new candidates submitted by our directors.
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In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by shareholders, the Nominating and Corporate Governance Committee will apply the criteria appended to the Nominating and Corporate Governance Committee’s charter. These criteria include the candidate’s integrity, business acumen, experience, commitment, diligence, conflicts of interest, and ability to act in the interest of all shareholders.
The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities. More specific information regarding each director nominee’s qualifications can be found in the preceding “Election of Directors” section of this proxy statement. No director candidate was recommended to us by any beneficial owner or group of beneficial owners of more than 5% of our common stock.
Shareholders also have the right to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee. Our Amended and Restated Bylaws specify the requirements relating to the timing and the content of the notice that shareholders must provide to the Secretary for a director nomination to be properly presented at a shareholder meeting. See the section entitled “Information about the Annual Meeting and Voting — How and when may I submit a shareholder proposal for the 2026 Annual Meeting?” above.
COMMUNICATIONS FROM SHAREHOLDERS AND OTHER INTERESTED PARTIES TO THE BOARD
The Board of Directors will give appropriate attention to written communications on issues that are submitted by shareholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, the Chairman of the Board of Directors will, with the assistance of our Secretary, (1) be primarily responsible for monitoring communications from shareholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he considers appropriate.
Communications can be addressed to the full Board of Directors or individual directors. Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Chairman of the Board of Directors considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to personal grievances and matters as to which we receive repetitive or duplicative communications.
Shareholders and other interested parties who wish to send communications on any topic to the Board of Directors should address such communications to:
Chairman of the Board of Directors
c/o Pegasystems Inc.
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
c/o Pegasystems Inc.
225 Wyman Street, Ste 300
Waltham, MA 02451-1293
Attention: Matthew J. Cushing, Senior Vice President, Chief Commercial Officer, General Counsel, and Secretary
BOARD MEETINGS
The Board of Directors met 9 times in 2024. During 2024, each of our directors attended at least 75% of the total number of meetings of the Board of Directors and meetings of the committees of which such director was a member. Executive sessions of non-employee directors are held periodically each year, generally in conjunction with each regularly scheduled meeting of the full Board. Any non-employee director can request that an additional executive session be scheduled.
Directors are encouraged to attend annual meetings of shareholders, but we have no formal policy requiring such attendance. All then-current directors attended the 2024 Annual Meeting of Shareholders.
BOARD COMMITTEES
The Board of Directors has standing Audit, Compensation, and Nominating and Corporate Governance Committees. Each committee has a charter that has been approved by the Board. Copies of the charters are posted in the “Leadership & Governance” section of our website at www.pega.com. Each committee reviews the appropriateness of its charter and performs a self-evaluation periodically, typically on an annual basis. All members of the committees are non-employee directors. Mr. Trefler is the only director who is an employee and, as such, is not a member of any of the committees. The Board of Directors has determined that all members of the three standing committees are “independent directors” as defined under Nasdaq Rule 5605(a)(2), and, in the case of the Audit Committee, as further defined under Nasdaq Rule 5605(c)(2), and, in the case of the Compensation Committee, as further defined under Nasdaq Rule 5605(d)(2). The Board of Directors establishes special committees of limited duration to deal with issues not squarely within its purview from time to time. Membership on each standing committee since the 2024 Annual Meeting is reflected on the chart below.
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Committee Membership
| Audit | Compensation | Nominating and Corporate Governance | |||||||||||||||
| Alan Trefler | |||||||||||||||||
Rohit Ghai(1) | X | ||||||||||||||||
| Peter Gyenes | X | X | |||||||||||||||
| Richard Jones | X | X | |||||||||||||||
Christopher Lafond(2) | X(C) | X | |||||||||||||||
| Dianne Ledingham | X | X | |||||||||||||||
| Sharon Rowlands | X(C) | X | |||||||||||||||
Larry Weber(2) | X | X | X(C) | ||||||||||||||
1.Rohit Ghai was nominated to the Nominating and Corporate Governance Committee upon his nomination to the Board of Directors on January 16, 2025.
2.Messrs. Lafond and Weber are the members of the Risk Sub-Committee.
(C) Denotes Committee Chair.
Audit Committee
We have a standing Audit Committee of the Board of Directors. The Audit Committee assists the Board’s oversight of the integrity of our financial statements, the qualifications and independence of our independent registered public accounting firm, the performance of our internal audit function and independent registered public accounting firm, and risk assessment and risk management. As noted above, in February 2025, the Audit Committee created a Risk Sub-Committee to serve as the primary vehicle for the Board of Directors and Audit Committee to oversee the execution of the enterprise risk management at the Company. The Audit Committee has the authority to engage any independent legal, accounting, or other advisors that it deems necessary or appropriate to carry out its responsibilities. The Audit Committee was responsible for selecting and appointing Deloitte & Touche LLP, our independent registered public accounting firm. The Board of Directors has determined that Mr. Lafond, an independent director, qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) under Regulation S-K. The Audit Committee oversees our corporate accounting and financial reporting process and risk management. Among other matters, it is responsible for determining the engagement of the independent accounting firm, overseeing the process for monitoring auditor independence, overseeing the implementation of new accounting standards, and reviewing non-GAAP financial measures and related disclosures. The responsibilities of our Audit Committee and its activities during 2024 are further described in the “Report of the Audit Committee” contained below. Our Audit Committee held four meetings during 2024.
Compensation Committee
We have a standing Compensation Committee of the Board of Directors. The Compensation Committee evaluates and sets the compensation of our Chief Executive Officer and approves the salaries and bonuses of our other executive officers. The Compensation Committee also approves equity grants, within the guidelines established by our Board of Directors, to our named executive officers and other employees. The responsibilities of our Compensation Committee and its activities during 2024 are further described in the “Compensation Discussion and Analysis” and the “Compensation Committee Report,” each of which is contained below. Our Compensation Committee held six meetings during 2024.
Nominating and Corporate Governance Committee
We have a standing Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee oversees corporate governance, including our Corporate Governance Guidelines and identification of qualified individuals to recommend to the Board to be nominated for election as directors at the annual meeting of shareholders. The Nominating and Corporate Governance Committee is authorized to retain any such advisors or consultants it deems necessary or appropriate to carry out its responsibilities. For information relating to nomination of directors by our shareholders, see “Director Candidates” above. Our Nominating and Corporate Governance Committee held five meetings in 2024.
INSIDER TRADING POLICY AND PROCEDURES
We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by directors, officers, and employees that we believe promotes compliance with insider trading laws, rules and regulations, and applicable listing standards, as well as procedures designed to further the foregoing purposes. While we do not have a formal written policy governing the purchase, sale, and/or any other dispositions of its securities by the Company, we have developed procedures that are designed to promote compliance with insider trading laws, rules and regulations with respect to the Company’s share repurchase program. A copy of our Insider Trading Policy is filed with our Annual Report on Form 10-K.
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CORPORATE RESPONSIBILITY AND SUSTAINABILITY
Corporate Responsibility and Sustainability
We continue to focus on improving the social, economic, and environmental impacts of our business, building off the success of our Environmental, Social, and Governance (“ESG”) committee, comprised of senior leaders from across various functions and geographies, formed in 2019. While Corporate Governance is discussed elsewhere in the proxy, this section will highlight Environmental Sustainability, Empowering our People, Data Privacy and Cybersecurity, and Shareholder Engagement. More information on these and other initiatives, as well as our Impact Reports, can be found at: https://www.pega.com/impact, which is included as an inactive reference and the content of which is not incorporated by reference into this proxy statement.
Environmental | Social | Governance | ||||||
We are committed to reducing the environmental impact of our operations on air, land, and water | We strive to be a responsible corporate citizen and active contributor in communities where our employees, partners, and clients work | We believe that corporate governance is important to ensure that Pegasystems is managed for the long-term benefit of all our stakeholders | ||||||
2024 Pega Values
Innovative: We are visionaries, challenging ourselves and the status quo to better transform our clients’ organizations for their customers. | Engaging: We actively listen and continuously learn. We are collaborative thought leaders focused on bringing ONE PEGA to our clients. | |||||||
Inclusive: We are capable of achieving more together. We encourage diverse thinking and collaboration for better outcomes for all. | Genuine: Integrity and authenticity are central to our work. The trust of our clients and the communities around us make us who we are. | |||||||
Passionate: We love what we do for our clients. And it shows! | Adaptable: Business and technology are constantly changing. So in everything we do, we Build for Change®. | |||||||
Environmental Sustainability
We continue to take steps to reduce our impact on the environment and make our operations more resource-efficient. In 2024, our CDP reporting covered all 14 globally leased spaces and 19 managed spaces, and we maintained a B- rating, placing us ahead of the average rating for U.S companies. Pega has committed to the Science Based Targets Initiative (“SBTi”) with a roadmap to net zero greenhouse gas emissions by 2040. Through ongoing tracking and optimization, we’re working to reduce our footprint by focusing on energy efficiency, reducing our water use, and improving how we divert our waste. Our headquarters building has received Leadership in Energy and Environmental Design (“LEED”) Gold certification and some of our other major offices are located in buildings with similar certifications. We have a Supplier Code of Conduct, in which we expect our suppliers to adopt policies and practices to reduce environmental impact, and to follow all applicable environmental laws, regulations and standards.
Empowering our People
Our Chief People Officer meets regularly with our Board to drive a people-first culture. We foster an environment where employees feel valued, supported, and empowered to do their best work. Collaboration and fresh thinking drive how we work together, ensuring that our people can contribute meaningfully while growing in their careers. We believe that when all perspectives are considered, we make better decisions and create stronger outcomes. By actively listening to our employees, and refining our people strategies, we build a workplace of connection, engagement, and performance.
We have created multiple programs to empower and support our employees and our communities, including:
Pega Values. Pega’s Values (and our People) are Innovative, Inclusive, Passionate, Engaging, Genuine, and Adaptable. At Pega, ‘Inclusive’ means we invite new perspectives, question our perceptions, and lead with empathy. We believe that when all perspectives are considered, we make better decisions and create stronger outcomes. We provide comprehensive training on our culture and values to managers and individual contributors, equipping them with the skills to create a workplace where employees feel valued, supported, and empowered to do their best work.
Employee Development. Employee development underpins our efforts to execute our strategy and continue to create and sell innovative products and services. We continually invest in our employees’ career growth and provide employees with a wide range of development opportunities, including formal and informal learning, mentoring, and coaching. To support our current and future leaders’ development, we currently offer three programs addressing the development of people managers and leaders in a cohort format comprised of all functions and geographies. We also provide educational resources and classes, career training, and education reimbursement programs. In 2024, 94% of our employees participated in a formal education program.
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PegaUp! Total Well-Being. We are committed to creating an environment that supports our employees’ health and overall well-being, focusing on physical, emotional, financial, and personal wellness. PegaUp! includes such programs as awareness campaigns, fitness classes, guided meditation, and health, wellness, and financial seminars. An important part of well-being is feeling heard. In 2024, in addition to our annual employee survey and continuous feedback tool, we continued to host regular check-in chats with our leadership team to directly address employee questions, including a series called “Ask Us Anything” where employees can ask questions of our leadership in an open forum. We continued to address digital fatigue and burnout through our practice of periodic wellness days which allow employees to disconnect from work and recharge and hosted a Global Well-Being Day to empower employees to prioritize health and self-care in the workplace, foster team building, improve work-life balance, and boost morale and engagement.
PegaCares. We strive to be a responsible corporate citizen and active contributor in the communities where our employees, clients, and partners live and work. We provide opportunities for our employees to regularly participate in social impact efforts, including paid time off to volunteer. In 2024, Pega and our employees contributed to more than 350 nonprofits in 17 countries and participated in more than 100 volunteer events and projects globally. We support a variety of local and global nonprofit organizations.
Data Privacy and Cybersecurity
As concerns about security vulnerabilities and cybersecurity issues increase, so does our attention to addressing them. Information is one of the most valuable assets of modern businesses and protecting it, in an ever-changing threat landscape, requires a multi-tiered approach. We conduct independent annual red team penetration tests, as well as independent purple team exercises that aim to improve our ability to detect, deter, and defend against threats. Pega’s core products, including Generative AI, are subject to internal and independent security assessments and source code reviews. Pega Cloud has obtained ISO 27001, ISO 22301, PCI-DSS, FedRAMP High, Australian IRAP, CSA Cloud Security Alliance, HITRUST, UK Cyber Essentials Plus, Hébergeurs de Données de Santé (HDS) certifications and Spanish Esquema Nacional de Seguridad (ENS). Pega Corporate also maintains ISO 27001 and ISO 22301 certifications, and, to manage cyber risk, we have aligned with the ISO 31000 risk management framework. The full list of our certifications and attestations may be found on the Pegasystems trust center at: https://www.pega.com/trust which is included as an inactive reference and the content of which is not incorporated by reference into this proxy statement.
Shareholder Engagement
Understanding investors’ views and priorities on important topics is a major benefit of our ongoing shareholder engagement activities. We proactively engage with investors through a variety of activities each quarter. Members of our Board and senior leadership team make up the key engagement participants. We consider feedback and suggestions from current and potential investors as we review our practices and disclosures.
We focus our investor outreach on our Top 100 active institutional shareholders, who held approximately 87% of all active institutional basic common shares outstanding as of December 31, 2024, according to NASDAQ.
Engagement Program | |||||
Quarterly Engagement | Annual Investor Session | ||||
■We proactively engage with our investors each quarter through investment banking events, non-deal roadshows, and conference calls or in-person meetings. ■Our quarterly earnings calls give us an opportunity to share our financial results and provide access to senior leadership to answer investors’ questions. | ■We typically hold an investor session prior to our annual shareholder meeting. Our investor session often features presentations by a cross-section of our leadership team on our corporate strategy and financial results. We also provide investors with an opportunity to directly ask questions. ■Our investor session is usually held in conjunction with PegaWorld, our annual client conference. | ||||
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2024 there were no transactions involving more than $120,000, nor are any proposed, between Pegasystems and any executive officer, director, beneficial owner of 5% or more of our common stock or equivalents, or any immediate family member of any of the foregoing, in which any such persons or entities had or will have a direct or indirect material interest. Leon Trefler, the brother of our Chairman and Chief Executive Officer, Alan Trefler, serves as our Chief of Clients and Markets.
Our Board of Directors adopted a Related Person Transaction Policy, which can be found on the “Leadership & Governance” section of our website at www.pega.com. The policy mandates that we enter into or ratify a related person transaction only when our Board of Directors, or a committee thereof, acting in accordance with the policy, determines that the transaction is either in, or is not inconsistent with, the best interest of Pegasystems and its shareholders. A “related person transaction” for these purposes is defined in the policy to include any transaction or relationship (involving an amount expected to exceed $120,000) between Pegasystems and an individual or entity defined as a “related person” in the policy. Approval or ratification of a related person transaction may be conditioned by the Board of Directors, or committee thereof, directing the related person or Pegasystems to take certain actions to narrow the scope of the relationship, such as: requiring the related person to resign from or change position within an entity involved in the related person transaction; assuring that the related person not be directly involved in negotiating the terms of the related person transaction; limiting the duration or magnitude of the related person transaction; or requiring that information about the related person transaction be documented and delivered to the Board of Directors or committee on an ongoing basis.
DIRECTOR COMPENSATION
Non-employee directors are paid an annual cash retainer of $50,000 and receive an annual equity grant valued at $250,000, (the “Annual Equity Grant”). The Annual Equity Grant is granted in the form of fifty percent common stock and fifty percent stock options, which are both fully vested when granted.
Additionally, we pay an annual cash retainer to non-employee directors serving on committees: $15,000 to each Audit Committee member; $27,000 to the Audit Committee Chair; $10,000 to each Compensation Committee member; $20,000 to the Compensation Committee Chair; and $12,500 to the Chair of the Nominating and Governance Committee. Directors do not receive compensation for service as non-Chair members of the Nominating and Corporate Governance Committee. The annual cash retainer and committee retainer payments are payable in full on the date of grant, with such retainers to cover the period from each annual meeting of shareholders to the following year’s annual meeting.
In addition to the above, we also offer to reimburse non-employee directors for expenses incurred in attending Board, committee, or other Company meetings. Alan Trefler is our only director who is also an employee. He receives no compensation for his service as a director.
Non-Employee Director Compensation
The following table provides the total compensation earned by each non-employee director in 2024:
| Fees Earned or Paid in Cash | Stock Awards (1) | Total | ||||||||||||||||||
| Peter Gyenes | $ | 65,000 | (2) | $ | 250,000 | $ | 315,000 | |||||||||||||
| Richard Jones | $ | 60,000 | (3) | $ | 250,000 | $ | 310,000 | |||||||||||||
| Christopher Lafond | $ | 77,000 | (4) | $ | 250,000 | $ | 327,000 | |||||||||||||
| Dianne Ledingham | $ | 60,000 | (3) | $ | 250,000 | $ | 310,000 | |||||||||||||
| Sharon Rowlands | $ | 70,000 | (5) | $ | 250,000 | $ | 320,000 | |||||||||||||
| Larry Weber | $ | 87,500 | (6) | $ | 250,000 | $ | 337,500 | |||||||||||||
(1) These amounts reflect the dollar amount of the aggregate grant date fair value of awards granted in 2024, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718.
(2) Consists of Board retainer fees of $50,000 and committee retainer fees of $15,000.
(3) Consists of Board retainer fees of $50,000 and committee retainer fees of $10,000.
(4) Consists of Board retainer fees of $50,000 and committee retainer fees of $27,000.
(5) Consists of Board retainer fees of $50,000 and committee retainer fees of $20,000.
(6) Consists of Board retainer fees of $50,000 and committee retainer fees of $37,500.
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PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION
We include in this proxy statement a non-binding, advisory vote on the compensation of our named executive officers in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
As described in the “Compensation Discussion and Analysis” section of this proxy statement, as well as in the tables set forth in the “Executive Compensation” and the “Compensation Practices Risk Assessment” sections, we seek to align the interests of our named executive officers with our shareholders. Our named executive officers, and most of our other employees, are also shareholders or hold RSUs or options. Our compensation programs contain elements of fixed and variable compensation and are designed to reward our executive officers for achieving short-term and long-term corporate goals while avoiding the encouragement of excessive risk-taking. This non-binding advisory vote is intended to address the overall compensation of our named executive officers and our executive compensation program rather than any specific elements.
Although this vote is advisory in nature and, as such, will not be binding, our Board of Directors and our Compensation Committee will consider the outcome of the vote in evaluating the executive compensation program. Therefore, we are asking our shareholders to vote on the following resolution at the Annual Meeting:
“RESOLVED, that the shareholders of the Company approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers, as described in this proxy statement, including in the ‘Compensation Discussion and Analysis,’ compensation tables, and narrative discussion included therein.”
The Board of Directors recommends that you vote FOR the approval of the compensation of our named executive officers, as described in this proxy statement, and proxies solicited by the Board of Directors will be voted in favor thereof unless a shareholder has indicated otherwise on the proxy.
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
This “Compensation Discussion and Analysis” section describes the material elements of our compensation programs for our named executive officers, comprised of our principal executive officer, our principal financial officer, and the three executive officers who were our next most highly compensated executive officers during 2024.
•Alan Trefler, our Chairman of the Board of Directors and Chief Executive Officer (principal executive officer);
•Kenneth Stillwell, our Chief Operating Officer and Chief Financial Officer (principal financial officer);
•Kerim Akgonul, our Chief Product Officer;
•John Higgins, our Chief of Client & Partner Success; and
•Leon Trefler, our Chief of Clients and Markets.
This section also provides an overview of our executive compensation philosophy and analyzes how and why the Compensation Committee of our Board of Directors (the “Compensation Committee”) arrives at specific compensation decisions and policies.
Our executive compensation is designed to reward performance by our executives and to align the interests of our executives with our shareholders. For 2024, our executive compensation program included the following elements of fixed and variable compensation:
•base salary;
•annual bonus tied to the achievement of corporate goals under our Corporate Incentive Compensation Plan (“CICP”);
•additional cash incentives tied to the achievement of individual, business unit, and/or corporate goals by our executive officers, the attainment of which supports our achievement of our corporate goals;
•equity awards comprised of RSUs and stock options that vest over time and stock options that vest based on performance criteria; and
•other perquisites.
The Board of Directors and the Compensation Committee believe that our performance-based executive compensation program effectively correlates pay with performance, and, in doing so, aligns the interests of our shareholders and executives. The program ties significant variable compensation, such as annual bonus opportunities, as well as equity awards, with our achievement of our corporate goals. By linking executive compensation with corporate performance, our executive compensation program promotes shareholder value and our continued growth and success.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names of our executive officers and certain information about them are set forth below as of April 1, 2025:
Alan Trefler, age 69, founder of Pegasystems, has served as Chairman of the Board of Directors and Chief Executive Officer since the Company was organized in 1983. Prior to 1983, he managed an electronic funds transfer product for TMI Systems Corporation, a software and services company. Mr. Trefler holds a B.A. degree in economics and computer science from Dartmouth College.
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Kenneth Stillwell, age 54, joined Pegasystems in July 2016 as Senior Vice President, Chief Financial Officer, and Chief Administrative Officer. In April 2021, Mr. Stillwell was promoted to Chief Operating Officer in addition to his role as Chief Financial Officer. Mr. Stillwell previously served as Senior Vice President and Chief Financial Officer of Dynatrace, a leader in digital performance management solutions, and Executive Vice President and Chief Financial Officer of SOVOS, a financial compliance SaaS provider. Prior to SOVOS, Mr. Stillwell was at PTC, a publicly-traded software provider, where he served as Division CFO. Mr. Stillwell holds a B.S. in business/economics from the University of Pittsburgh and an M.S. in accounting and finance from the University of South Carolina. Mr. Stillwell is a Certified Public Accountant.
Kerim Akgonul, age 54, joined Pegasystems in 1992 and served as Senior Vice President of Engineering from 2014 to 2021. In April 2021, Mr. Akgonul was promoted to Chief Product Officer. Mr. Akgonul’s professional background encompasses almost thirty years of software development and managerial experience over his tenure at the Company. Mr. Akgonul holds a B.S. in mathematics and computer science from Indiana University of Pennsylvania.
John Higgins, age 51, joined Pegasystems in February 2021 as Head of Global Consulting and Client Success. On March 7, 2022, Mr. Higgins was named Chief of Client & Partner Success. Mr. Higgins joined Pegasystems from Salesforce, where he most recently led International Services for EMEA, APAC and LATAM. Mr. Higgins was with Salesforce from July of 2012 to September 2020. Mr. Higgins holds a B.S. in economics from University College Dublin.
Efstathios Kouninis, age 63, joined Pegasystems in April 2008 as Vice President of Finance. The Board of Directors appointed Mr. Kouninis as the Company’s Chief Accounting Officer in May 2008 and Treasurer in January 2014. On April 1, 2024, Mr. Kouninis was promoted to Senior Vice President of Finance in addition to his roles as Chief Accounting Officer and Treasurer. From February 2006 to April 2008, Mr. Kouninis served as Chief Financial Officer and Treasurer of Tasker Products Corporation, a publicly-traded manufacturer of antimicrobial chemicals. From November 2004 to February 2006, Mr. Kouninis served on the Staff of the Division of Corporation Finance of the Securities and Exchange Commission. Mr. Kouninis holds a B.S. from the University of Massachusetts, a Post Baccalaureate in accounting, and an M.S. in taxation from Bentley College.
Leon Trefler, age 64, joined Pegasystems in April 1998 as an Account Executive for Strategic Business Development. Since then, he has held various senior sales management positions across the Company and in Channel Sales. In 2002, he launched the commercialization of PegaRULES Process Commander, the predecessor to the Pega Platform. From April 2007 to January 2010, Mr. Trefler served as Vice President of Sales, North America, and in January 2010, Mr. Trefler was promoted to Senior Vice President of Sales. In July 2014, the Company re-organized its sales and consulting services functions along geographic regions, and Mr. Trefler served as Senior Vice President of Global Customer Success for the Americas until April 1, 2021, when Mr. Trefler was appointed Senior Vice President of Global Customer Success. In February 2022, Mr. Trefler was named Chief of Clients and Markets. Mr. Trefler holds a B.A. degree from Dartmouth College.
Alan Trefler and Leon Trefler are brothers. There are no other family relationships among any of our executive officers or directors.
ADVISORY VOTE ON EXECUTIVE COMPENSATION, “SAY ON PAY”
In 2024, pursuant to the requirements of Section 14A of the Exchange Act, which was implemented by the Dodd-Frank Act, we conducted an advisory vote of our shareholders on our executive compensation program for our named executive officers, sometimes called “Say on Pay.” Each year, our shareholders have approved our executive compensation programs with 93% of the votes cast at our 2024 Annual Meeting voting to adopt our “Say on Pay” resolution. We value the feedback of our shareholders. As a result, our compensation program continues to be modeled on the same principles that received the strong support of our shareholders last year. We plan to hold the next shareholder advisory vote on the frequency of voting on “Say on Pay” at our 2029 annual meeting of shareholders.
OVERSIGHT OF COMPENSATION PROGRAMS
The Compensation Committee
The Compensation Committee oversees all the compensation programs that we offer to our executive officers. In 2024, the Compensation Committee’s schedule of meetings, as well as the agenda items for those meetings, was established by our Chief People Officer, Kate Parente. Ms. Parente received input from the Chair of the Compensation Committee, Sharon Rowlands, and our Chief Executive Officer, Alan Trefler. During 2024, the Compensation Committee met six times. At those meetings, the Compensation Committee addressed the following matters, among others: discussion and review of the compensation paid to our executive officers, including review and approval of the 2024 base salaries, target bonuses and CICP for executive officers, in addition to 2024 equity awards granted to our executive officers; review and approval of its charter; analysis and approval of the bonus payments under the 2023 CICP; review and approval of the 2024 CICP, including approval of the 2024 CICP RSU grants; review and approval of base salary increase budgets for our employees; approval of all grants of stock options and RSUs to our employees, including our executive officers; review of the Company’s 401(k) plan; review of the Company’s ESPP; and undertook an annual performance review of the CEO as per its Charter.
Ms. Rowlands has served as the Chair of the Compensation Committee since January 2017.
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To facilitate the Compensation Committee’s review of each of the elements of the compensation paid to the executive officers, and to assist with the Compensation Committee’s determination of compensation for 2024, management provided the Compensation Committee with “tally sheets.” These tally sheets detailed each executive officer’s total compensation in 2024, including the cash value of each element of that total compensation, including salary, bonus, additional incentives, equity awards, our 401(k) plan matching contribution, and contributions to defined pension plan in the UK, and Company-paid health, dental, and other insurance premiums. The Compensation Committee also considered more detailed information regarding the equity components of executive compensation, including the total value of outstanding “in-the-money” vested stock options, unvested stock options, RSUs, and the retention value of such awards.
The Compensation Committee considers the data provided on the tally sheets and the organizational summaries, along with benchmarking information for the role of each executive officer, as further detailed in the “Objectives of Compensation Programs – Benchmarking” section below, when setting executive compensation for the year. The Compensation Committee uses this information to ensure that the total amount of compensation paid to the executive officers is consistent with our total compensation philosophy, rather than focusing only on the base salaries and bonuses of the executive officers.
Compensation and Other Consultants
In 2024, our management utilized Mercer, a business of Marsh McLennan, and The Kelliher Group of Morgan Stanley for consulting services related to our 401(k) defined contribution retirement plan. In 2024, the Company spent approximately $415,000 on Mercer and approximately $179,231 on The Kelliher Group. Mercer assisted with benefit plan design, vendor assessment, cost considerations, and benefit plan oversight, while members of The Kelliher Group participated in meetings of our Retirement Committee, which is composed of representatives from our Finance Department and People Organization and provided fund guidance and regulatory updates.
The Compensation Committee may retain the services of a compensation consultant, legal counsel or other advisor, and it has the budgetary authority to hire such advisors as it deems necessary.
In 2024, our People Organization researched appropriate types and levels of compensation for our executive officers and created preliminary recommendations that were presented to Alan Trefler. Mr. Trefler reviewed that data and presented his recommendations to the Compensation Committee in executive session to determine final compensation for our executive officers. Mr. Trefler, along with Ms. Parente, and other members of our People Organization management team, attended meetings of the Compensation Committee as required.
The Compensation Committee may form and delegate its authority to one or more subcommittees of members of the Compensation Committee as it deems appropriate from time to time under the circumstances, including a subcommittee consisting of a single member of the Compensation Committee. The Compensation Committee generally does not delegate decisions regarding the compensation of executive officers to management, except that the attainment of each executive officer’s annual cash bonus is tied to that individual’s level of contribution to our strategic goals as determined by Mr. Trefler in consultation with the Compensation Committee and as further described below in this “Compensation Discussion and Analysis” section.
Additionally, Leon Trefler, Chief of Clients and Markets and John Higgins, our Chief of Client & Partner Success, will be provided an opportunity in 2025, as they have in past years, to receive additional performance-based compensation tied to the attainment of individual, business unit, and/or corporate goals established by Alan Trefler, as further described below in this “Compensation Discussion and Analysis” section.
OBJECTIVES OF COMPENSATION PROGRAMS
Compensation Philosophy
The objective of our executive compensation program is to align executive compensation with the achievement of our strategic and financial goals. The program focuses on long-term indicators of the underlying success of our business, rather than on ancillary indicators such as our stock price or earnings per share that may be influenced by other factors and may not necessarily demonstrate the underlying success of our business. Our compensation philosophy is built upon principles of internal equity with respect to each executive’s role relative to others within the Company, external competitiveness, recognition of performance against short and long-term goals, and the sharing of success. Therefore, our compensation program is primarily focused on internal and external benchmarking, and the level of attainment of target goals, most of which are shared goals relating to our overall performance.
Our compensation program is designed to reward superior performance by our executive officers. In measuring the contribution of the executive officers to Pegasystems, the Compensation Committee considers their performance relative to the applicable unit goals such as license signings, profit margins, additional financial metrics, and other specific objectives set by management. While compensation surveys are useful guides for comparative purposes, the Compensation Committee believes that a successful compensation program also requires the application of judgment and subjective determinations of individual and company performance. Therefore, the Compensation Committee applies its judgment when reconciling the program’s objectives with the realities of retaining valued employees.
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Benchmarking
In making compensation decisions, management and the Compensation Committee compare each element of total cash compensation against a peer group of business-to-business software companies that the Compensation Committee believes compete with us for executive talent and have similar present and/or projected revenue. These benchmarking companies are listed below. In general, with the exception of our Chief Executive Officer, due to his status as a significant shareholder, the Compensation Committee targets total cash compensation, consisting of base salary and bonuses (“Total Cash Compensation”) to our executive officers, within the range of the 50th to 75th percentile of the Total Cash Compensation paid to the executive officers of the benchmark companies. In 2024, the target Total Cash Compensation of our named executive officers generally fell within that range, with the exception of our Chief of Clients and Markets, Leon Trefler who is compensated above the 75th percentile.
We believe that it is helpful to utilize data from a wide array of comparable companies in order to determine the best pay scales to apply to our executive compensation program. We primarily considered data from Radford, which we believe to have the most relevant and comprehensive data for this purpose.
Generally, the Radford surveys included data and breakout information from software companies based upon annual revenue. The surveys analyze compensation data from several hundred technology companies and provide specific data based on each executive officer’s role. Our primary benchmarks are from software companies with annual revenue ranging from $1.5 billion to $3 billion, which we believe is the most relevant benchmark data for our executive compensation program, as we believe this accurately represents the companies from where we attract talent.
In addition to our standard benchmarking industry survey mentioned above, we review compensation practices of a select group of similar companies, which are benchmarked through the use of proxy statements, because one or more of the following applies: (a) they are of comparable size and revenue; (b) they are in a comparable industry; (c) they are within our geographic market; or (d) they compete with us for talent.
The list of companies below was used as our compensation benchmarking peer group for reviewing and evaluating our 2024 compensation program for our executive officers where there was data for comparable positions:
Atlassian Corporation | ||
Dynatrace | ||
Fair Isaac Corporation | ||
Guidewire Software | ||
MongoDB, Inc. | ||
Okta, Inc. | ||
| PTC | ||
Twilio, Inc. | ||
Veeva Systems | ||
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ELEMENTS OF COMPENSATION
Elements of compensation for our executive officers consist of the following: base salary; annual bonus tied to the achievement of corporate goals; additional cash incentives opportunities tied to the achievement of specific individual, business unit and/or corporate goals by our executive officers, the attainment of which supports our achievement of our corporate goals; equity awards comprised of both stock options and RSUs that vest over time and stock options that vest based on performance criteria; and other perquisites such as disability, health, dental and life insurance, and a match by Pegasystems of 401(k) defined contribution plan contributions for our named executive officers, with the exception of Mr. Higgins who received company contributions and cash allowances in connection with our UK defined contribution plan, and long-term care insurance premiums. Further analysis and discussion of each element are described in the chart below and the discussion that follows.
| Objective | Fixed/Variable | |||||||||||||
| Base Salary | Attract and retain highly qualified leaders with market-competitive compensation structure. | Fixed | ||||||||||||
| Bonus – CICP | Link pay with our performance. Reward achievement of our financial and strategic goals. | Variable | ||||||||||||
| Additional Cash Incentives | Link pay with individual, business unit and/or corporate performance. Reward achievement of specific goals. | Variable | ||||||||||||
| Equity Awards (Stock Options, Performance-Based Stock Options, and RSUs) | Link pay with our long-term performance. Reward stock price appreciation, promote long-term retention and permit executives to accumulate equity ownership. | Variable | ||||||||||||
| Other Perquisites | Retain talent by providing financial protection and security. | Fixed | ||||||||||||
Base Salary
Cash compensation in the form of base salary is intended to reflect an executive’s knowledge, skills, and level of responsibility, as well as the economic and business conditions affecting Pegasystems. In determining the salary of each executive officer, the Compensation Committee reviews compensation for comparable positions in other software companies and in other similarly-sized companies contained in published surveys or gleaned from the public disclosure filings of publicly-traded companies, as noted in the “Benchmarking” section above. As discussed above, the Compensation Committee’s approach in 2024 was that Total Cash Compensation for our executive officers should be targeted between the 50th and 75th percentile of the Total Cash Compensation for similarly situated executives in comparable companies with the exception of our Chief of Clients and Markets who is compensated above the 75th percentile. The base salary of the Chief Executive Officer is 50% of his target Total Cash Compensation. Base salaries are set for our named executive officers at a regularly scheduled meeting of our Compensation Committee in the first quarter of the year. The Compensation Committee also approves the bonus payments based on the prior year’s results and the target bonus levels for the current year.
Bonus – CICP
Annual cash bonuses are intended to reward executive officers for the achievement of our financial and strategic goals. The mechanism that we use to determine whether, and to what extent, annual cash bonuses are paid to our executive officers is the CICP for executive officers, or the Executive Incentive Plan, that is approved by the Compensation Committee each year at a regularly scheduled meeting generally occurring in the first quarter of the year.
For purposes of the Executive Incentive Plan, the performance goals are divided into two categories. The first category, in the aggregate weighted at 75% of total achievement, is comprised of the corporate financial goals, which in 2024 were related to progress against our Rule of 40 targets described as the sum of ACV growth and free cash flow margin, with full achievement at 39% or greater. The second category is comprised of the strategic initiatives as approved by the Board of Directors as part of our annual strategic planning, with the strategic initiatives in the aggregate weighted at 25% of total achievement. Together, these two categories make up a single performance target under the Executive Incentive Plan, or the Corporate Performance Target.
The percentage achievement of the Corporate Performance Target, or the Funding Percentage, determines the extent to which the Executive Incentive Plan is funded. The Executive Incentive Plan is funded with an amount equal to the aggregate target cash bonus amount for our named executive officers multiplied by the Funding Percentage, except that if the Funding Percentage is less than 70% (“threshold funding”) then the Executive Incentive Plan is not funded at all. In 2024, if the Corporate Performance Target had been exceeded, the percentage achievement of the Corporate Performance Target for purposes of funding the Executive Incentive Plan would have been deemed equal to 107.5% with an opportunity for an enhanced incentive as determined by the Board of Directors in its discretion. The Board exercised its discretion in setting the Funding Percentage for executive officers at 105%.
Once the Funding Percentage is determined, the actual bonus payment for each executive officer is subject to adjustment to reflect each individual’s level of contribution to our strategic goals, as determined by the Compensation Committee. Our strategic goals are established each year by our senior management and describe our key operational initiatives related to strategy and organizational effectiveness. The Chief Executive Officer assesses each executive officer’s contribution to the overall operational plan and to such executive officer’s specific functional unit. The Compensation Committee determines and approves executive officer compensation and has the discretion to modify individual payout amounts to reflect an individual’s performance.
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The target bonus levels established for our executive officers represent management’s and the Compensation Committee’s assessment of a very high level of achievement of specific goals. Where target bonus levels relate to financial goals that are also the subject of our published financial guidance, these goals are generally established at levels that represent over-performance in relation to the guidance that we publish at the beginning of each calendar year. For 2024, the Funding Percentage was 107.5%, which was consistent with our level of achievement of the Corporate Performance Target for the year.
Additional Cash Incentives
Additional cash incentives have historically been available to several executives other than our Chief Executive Officer based on the achievement of specific individual, business unit, and/or corporate performance goals established by our Chief Executive Officer. In 2024, Mr. Higgins and Leon Trefler were eligible for sales incentive compensation related to the achievement of sales objectives set by our Chief Executive Officer.
Equity Awards
The Compensation Committee utilizes time based stock options and RSUs as well as performance-based stock options as long-term, non-cash incentives as a means of aligning the long-term interests of executives and shareholders. In the case of stock options and performance options, this is because they do not become valuable to the holder unless the price of our stock increases above the fair market value of our stock on the date of grant and in the case of performance-based stock options, see Performance-Based Stock Options set forth below. In the case of RSUs, an RSU delivers more value than a stock option to the holder if the price of our stock remains constant, but the value to the holder increases if our stock price increases over time.
Stock options deliver to the recipient a right to receive an option to purchase a specified number of shares of our common stock upon vesting, while RSUs deliver to the recipient a right to receive a specified number of shares of our common stock upon vesting. Unlike stock options, which require payment of the exercise price to purchase shares, RSUs do not require an additional payment by the executive officer at the time shares are issued. Therefore, RSUs provide value to our executives even if our stock price remains constant. Additionally, RSUs, while more expensive than options to the Company by approximately a two-and-a half-to-one ratio, can be more efficient based upon the benefit to the executive in comparison to the cost to the Company. RSU grants do not result in the same amount of dilution upon issuance to our investors’ ownership as is caused by stock options, because the same incentive associated with options can be provided to the executive with RSUs, but with fewer shares ultimately issued. In determining the value of equity grants to recipients, we value our RSUs at the fair value of our common stock on the grant date, which is the closing price of our common stock on that date, less the present value of expected dividends, as the executive officers or other employees are not entitled to dividends during the requisite vesting period. We value our stock options using a Black-Scholes option valuation model. Equity awards for employees typically vest over a four-year period.
Performance-Based Stock Options
The Compensation Committee granted our named executive officers and certain other employees performance-based stock options in 2023 (2023 PSOs) and 2024 (2024 PSOs).
The 2023 PSOs were eligible to vest over two years and only after the performance thresholds and targets were achieved. Up to 100% of the 2023 PSOs could be earned, with up to 25% on the first anniversary of the grant date and up to 75% on the second anniversary of the grant date. The performance measures for the 2023 PSOs were established on the grant date for all performance periods. The Company achieved 100% of the performance metrics for 2023 and the full 25% of the 2023 PSOs vested on the first anniversary of the grant date. The achievement scale for the 75% eligible to vest on the second anniversary is based upon progress toward Rule 40 targets for 2024, with the achievement scale shown below. The Company achieved 100% of the performance metrics for 2024 and 75% of the 2023 PSOs vested on the second anniversary of the grant date.
The 2024 PSOs are eligible to vest over two years and will vest only after the performance threshold is achieved and only to the extent the performance targets are achieved. 25% of the 2024 PSOs are eligible to vest on the first anniversary of the grant date, up to a maximum of 100%, and 75% can vest on the second anniversary of the grant date, up to a maximum of 180%. Any 2024 PSOs not earned for the applicable year are forfeited. The performance measures for the 2024 PSOs were established on the grant date for all performance periods. This grant was established to further align our named executive officers with achieving our financial objectives. The achievement scale for the 25% eligible to vest on the first anniversary is based upon progress toward Rule of 40 targets for 2024 and the achievement for the 75% eligible to vest on the second anniversary is based upon progress towards Rule 40 targets and ACV Growth for 2025, with the achievement scales shown below. The Company achieved 100% of the performance metrics for 2024 and 25% of the 2024 PSOs vested on the first anniversary of the grant date.
2023 and 2024 PSOs: FY 2024 Achievement Scale | ||||||||||||||||||||||||||||||||||||||
Plan Year | 100% | 95% | 85% | 70% | 50% | 0% | ||||||||||||||||||||||||||||||||
2023 and 2024 | 39+ | 38+ | 37+ | 36+ | 35+ | < 35 | ||||||||||||||||||||||||||||||||
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2024 PSOs: FY 2025 Achievement Scale | ||||||||||||||
ACV Growth | Rule of 40 | |||||||||||||
39+ | 38 | |||||||||||||
| 10 | % | 80 | % | 60 | % | |||||||||
| 11 | % | 100 | % | 80 | % | |||||||||
| 12 | % | 120 | % | 100 | % | |||||||||
| 13 | % | 140 | % | 120 | % | |||||||||
| 14 | % | 160 | % | 140 | % | |||||||||
| 15 | % | 180 | % | 160 | % | |||||||||
Executive Incentive Plan
Executive officers, as with other employees, may elect to receive 50% of their target incentive compensation under the Executive Incentive Plan in the form of RSUs instead of cash. As an added incentive, the number of RSUs receivable by executive officers and other employees is determined by dividing 50% of their target incentive compensation by an amount equal to 85% of the closing price of our common stock on the date of grant.
If elected pursuant to the Executive Incentive Plan, the equity grant occurs during the open trading period following the public release of our financial results for the prior year and vests 100% on the first anniversary of the date of grant. This typically coincides with the cash payout date for all participants. Vesting is conditioned upon threshold funding of the Executive Incentive Plan, and status as an active employee in good standing with satisfactory performance as of the vesting date. If these conditions are not met, the equity grant does not vest and expires.
Equity Award Granting Practices
The Compensation Committee also makes periodic grants of time-based stock options and RSUs as well as grants of performance options to executive officers, typically on an annual basis. For periodic grants, the number of stock options and RSUs granted to an executive officer is determined by taking into consideration factors such as: (i) equity awards previously granted to the executive; (ii) the executive’s remaining equity awards exercisable and the value of those equity awards; (iii) the performance of the executive; (iv) the anticipated value that an executive will add to Pegasystems in the future; (v) the target value, as discussed above; (vi) the retentive value of equity awards; and (vii) competitive external market data.
We expect to continue to grant periodic equity awards in the future.
Other Perquisites
In addition to the elements of compensation discussed above, we offer the executive officers contributions towards medical, dental, vision, life, accidental death and dismemberment, disability, and long-term insurance premiums. We do not offer deferred compensation of any kind, nor do we offer retirement benefits other than a 401(k) defined contribution plan, and contributions and cash allowances related to a defined contribution pension plan in the UK. We typically match, on a quarterly basis, 50% of contributions made by executive officers and other employees to the 401(k) plan, up to 6% of the executive officer’s or employee’s base salary. We contribute 5% of the executive officer’s or employee’s base salary to the UK pension plan, as part of the total 9% contribution, which also includes 4% from the employee’s pre-tax salary.
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EXECUTIVE INCENTIVE PLAN
In March 2024, the Compensation Committee adopted the 2024 Executive Incentive Plan which covered the period from January 1 through December 31, 2024, or the Incentive Period. The 2024 Executive Incentive Plan was designed to establish a pool of funds to be available for making bonus payments to the executive officers if we achieved certain performance goals during the Incentive Period. The aggregate 2024 target cash bonus amount for our named executive officers was $1,598,500 and £193,000. For our Chief Executive Officer, the target bonus represented 100% of his earned base salary; for our Chief Operating Officer and Chief Financial Officer, the target bonus represented 80% of his earned base salary; for our Chief of Clients and Markets and our Chief of Client & Partner Success, the target bonus represented 50% of each of their earned base salary; for our Chief Product Officer, the target bonus represented 75% of his earned base salary. Based on our performance, the Board of Directors determined that the 2024 Funding Percentage for executive officers would be 105%.
The Compensation Committee has approved the 2025 Executive Incentive Plan. Under the 2025 Executive Incentive Plan, 75% of the plan funding will be based on progress against our Rule of 40 targets described as the sum of ACV growth and free cash flow margin and 25% based on the attainment of strategic initiatives. Historically, the Compensation Committee has also approved a similar plan for our employees, with the exception of certain of our sales employees who are enrolled in a sales incentive compensation plan.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee believes that the Chief Executive Officer continued to perform at a high level in 2024, and that his performance is not reflected in his salary. The Chief Executive Officer’s comparatively low salary has historically reflected his status as a significant shareholder, and, as such, his personal wealth is tied directly to sustained increases in our value.
Base Salary and Bonus
In 2024, the Chief Executive Officer’s salary was increased to $600,000, effective April 1, 2024. Under the 2024 Executive Incentive Plan, the target bonus for the Chief Executive Officer was 100% of his earned base salary. In determining the Chief Executive Officer’s bonus for 2024, the Compensation Committee considered the factors described above and ultimately determined that he should be granted a bonus of $600,000 under the 2024 Executive Incentive Plan, representing a payment that is consistent with the 2024 Funding Percentage. Under the 2025 Executive Incentive Plan, the target bonus for the Chief Executive Officer will continue to be 100% of his earned base salary.
Equity
In 2024, in recognition of the Chief Executive Officer’s leadership driving our continued growth and market position and low-to-market cash compensation, which falls slightly above the 50th percentile of the market range, the Compensation Committee provided Mr. Trefler with an equity grant valued at $6.5 million, comprised of 100% stock options, which falls between the 50th and 75th percentile of the market range.
COMPENSATION FOR OTHER NAMED EXECUTIVE OFFICERS
Base Salary
For 2024, the Compensation Committee authorized base salaries for our named executive officers (other than our Chief Executive Officer) effective April 1, 2024 as follows:
| 2024 | 2023 | % Increase | ||||||||||||
| Kenneth Stillwell | $ | 550,000 | $ | 530,000 | 3.8 | % | ||||||||
| Rifat Kerim Akgonul | $ | 468,000 | $ | 450,000 | 4.0 | % | ||||||||
| John Higgins | £ | 386,000 | £ | 371,000 | 4.0 | % | ||||||||
| Leon Trefler | $ | 415,000 | $ | 400,000 | 3.8 | % | ||||||||
Bonus – CICP
Under the 2024 Executive Incentive Plan, our Chief Operating Officer’s and Chief Financial Officer’s target bonus represented 80% of his respective earned base salary; our Chief Product Officer’s target bonuses represented 75% of his earned base salary; our Chief of Client & Partner Success’s target bonus represented 50% of his earned base salary given his opportunity to earn additional cash incentives in the form of sales commissions as described further below; and for Leon Trefler, our Chief of Clients and Markets, the target bonus represented 50% of his earned base salary given his opportunity to earn additional cash incentives in the form of sales commissions as described further below. For 2024, the Compensation Committee approved bonuses for our named executive officers under the 2024 Executive Incentive Plan consistent with the 2024 Funding Percentage. In 2024, Mr. Stillwell, Mr. Akgonul, and Mr. Higgins, opted to receive 50% of their CICP payment in RSUs. Accordingly, for 2024, Mr. Stillwell, Mr. Akgonul, and Mr. Higgins, received cash bonuses of $248,000, $204,000, and £106,000 (or $134,000 based on the December 31, 2024 exchange rate), respectively.
Under the 2025 Executive Incentive Plan, the target bonuses for our named executive officers were as follows: Mr. Stillwell’s target bonus will represent 90% of his earned base salary; for Mr. Akgonul the target bonus will represent 75% of his earned base salary; and for Leon Trefler and Mr. Higgins, the target bonuses will represent 50% of their earned base salary given their opportunity to earn additional cash incentives.
Additional Cash Incentives
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Sales Commissions
In 2024, Mr. Higgins and Leon Trefler had target sales commissions of £180,000 and $410,000, respectively, related to Global ACV Bookings. For 2024, Mr. Higgins’ and Leon Trefler’s actual sales commissions were £203,000 (or $255,000 based on the December 31, 2024 exchange rate) and $486,000, respectively. In 2025, Mr. Higgins and Leon Trefler will have target sales commissions of £225,000 and $450,000, respectively, related to Global ACV Bookings.
Equity
In March 2024, the Compensation Committee approved a periodic equity grant for our named executive officers in the form of two stock options to each one RSU and performance-based stock option grants. The periodic options and the RSUs vest over a four-year period, while the performance-based options vest over two years subject to certain performance conditions (see above “Performance-Based Stock Options”). The Company achieved 100% of the performance metrics for 2024 and the full 25% of the 2024 PSO vested on the first anniversary of the grant date. Below is a table showing grant date fair value of equity awards made to our NEOs in 2024 and 2023.
| 2024 | 2023 | % Increase | |||||||||||||||
| Kenneth Stillwell | $ | 4,984,000 | $ | 3,503,000 | 42.3 | % | |||||||||||
| Rifat Kerim Akgonul | $ | 2,738,000 | $ | 1,765,000 | 55.1 | % | |||||||||||
John Gerard Higgins | $ | 2,861,000 | $ | 1,859,000 | 53.9 | % | |||||||||||
| Leon Trefler | $ | 2,861,000 | $ | 2,059,000 | 39.0 | % | |||||||||||
SEVERANCE, RETENTION, AND CHANGE IN CONTROL BENEFITS
We have entered into employment offer letters with Messrs. Stillwell and Higgins containing provisions for additional compensation upon termination of employment under certain circumstances. The agreement with Mr. Stillwell provides for a severance payment equal to six months of then-current base salary in the event that his employment is terminated by us without cause. In Mr. Stillwell’s agreement, an additional month of severance will be paid for each year of service with a maximum of 12 months total severance. In addition, in the event of a sale of Pegasystems (as defined in our 2004 Long-Term Incentive Plan, as amended and restated, or the “2004 Long-Term Incentive Plan”) and termination of his employment, all unvested stock options and RSUs would be subject to immediate full acceleration of vesting. In Mr. Higgins’ agreement, in the event of a sale of Pegasystems (as defined in our 2004 Long-Term Incentive Plan, as amended and restated) and termination of Mr. Higgins’ employment, all unvested stock options and RSUs granted as part of his new hire grant would be subject to immediate full acceleration of vesting. The terms of these agreements are more fully described in the “Potential Payments upon Termination or Change in Control” section below.
Our primary rationale for these payments is that we believe that it is standard in our industry to provide a reasonable severance payment to certain high ranking executive officers in the event that they are terminated without cause, and that the absence of such arrangements might jeopardize our chances of hiring and retaining such executives. We limit such post-termination compensation arrangements to situations in which such executive officers are actually terminated, rather than those in which there is a mere change of control.
While Mr. Stillwell’s offer letter, which was previously filed with the SEC, does not specifically define what constitutes a termination “without cause,” in this context, we believe that the term “cause” would be construed consistently with Massachusetts case law, which generally defines it to mean, in this context, that we had a reasonable good faith basis for dissatisfaction with the employee, due to lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior, or grounds for discharge reasonably related, in our good faith judgment, to the needs of the business. There are, or were, no other conditions to the payment of the severance amount.
Under our 2004 Long-Term Incentive Plan, in the event of the sale of Pegasystems, the Board of Directors, acting through a majority of directors who are determined to be “independent directors” under the applicable Nasdaq rules, may, in its discretion, provide that all outstanding RSUs, unvested stock options or other stock-based awards granted under the plan shall be assumed or an equivalent option, right, unit, or restricted stock be substituted by the successor entity; accelerated in full prior to the effective date of the sale of Pegasystems; or cancelled as of the effective date of the sale of Pegasystems; or the Board of Directors may apply any combination of the foregoing.
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
As discussed above, under the terms of his employment offer letter, if Mr. Stillwell is terminated without cause, he would receive a severance payment equal to six months of his then-current base salary. In addition, Mr. Stillwell would receive an additional month of severance for each year of service with a maximum of 12 months total severance. If Mr. Stillwell had been terminated without cause on December 31, 2024, he would have received a severance payment of $550,000. In addition, in the event of a sale of Pegasystems and the termination of Mr. Stillwell’s employment, all his unvested stock options and RSUs would be subject to immediate full acceleration of vesting. If, on December 31, 2024, Mr. Stillwell had been terminated following a sale of Pegasystems, the value of his accelerated RSUs would have been $7,119,734, and the value of his accelerated stock options would have been up to $14,160,520, excluding out-of-the-money options. Similarly, in the event of a sale of Pegasystems and the termination of Mr. Higgins’ employment, all his unvested stock options and RSUs from his new hire grant would be subject to immediate full acceleration of vesting. If, on December 31, 2024, Mr. Higgins had been terminated following a sale of Pegasystems, the value of his accelerated RSUs would have been $446,335, and the value of his accelerated stock options would have been $0, as all of the options subject to acceleration were out-of-the-money. The value of accelerated unvested options as of December 31, 2024 is calculated by taking the difference between the closing price of our common stock on NASDAQ Global Select Market on the last trading day of the fiscal year ($93.20 on December 31, 2024) and the option exercise price and multiplying it by the number of accelerated options. For RSUs, the value represents the closing price of our common stock on the last trading day of the fiscal year multiplied by the number of accelerated units.
Additionally, as noted above, under our 2004 Long-Term Incentive Plan, in the event of the sale of the Company, the Board of Directors may provide that all outstanding RSUs, unexercised stock options or other stock-based awards granted under the plan would accelerate in full prior to the effective date of the sale of the Company. The table entitled “Outstanding Equity Awards at Fiscal Year-End” lists all outstanding equity awards held by our named executive officers as of December 31, 2024.
IMPACT OF REGULATORY REQUIREMENTS
Prior to 2018, Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallowed a tax deduction to public companies for compensation over $1,000,000 paid to its chief executive officer and its three other most highly compensated executive officers, other than its chief financial officer. Performance-based compensation was excluded from the compensation taken into account for purposes of the $1,000,000 limit if certain requirements were met. Effective in 2018, the Tax Cuts and Jobs Act of 2017 modified Section 162(m) of the Code to eliminate the exception for performance-based compensation, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. In addition, the $1,000,000 limit now applies to all named executive officers, including the chief financial officer, and to any individual who was a named executive officer in any tax year beginning after December 31, 2016. The Compensation Committee will continue to award compensation to our executive officers as it deems appropriate, even though it may not be fully deductible for purposes of Section 162(m). Accordingly, compensation attributable to our Executive Incentive Plan, additional cash incentives, equity awards, or severance may not be fully deductible for the purposes of Section 162(m).
COMPENSATION PRACTICES RISK ASSESSMENT
We have conducted a risk assessment of our compensation programs for executive officers and all other employees. Our Finance, Legal, People, Internal Audit, Sales, and Compliance functions reviewed our compensation programs, practices and policies, referred to as the Compensation Programs. Management reviewed and discussed the findings of this review with the Compensation Committee, and with our Disclosure Committee, including representatives from our Finance, Legal, Communications, Compliance, and People functions. Based upon this assessment, we have concluded that our Compensation Programs are balanced and do not, by design, motivate excessive risk taking by management and other employees.
As part of our risk assessment, we review our Compensation Programs to ensure they are consistent with current market practices. In determining that the programs contained an appropriate mix of risk and reward in relation to our strategy and long-term goals without encouraging excessive risk taking by management and other employees, the following elements were considered:
•In general, compensation consists of a balanced mix of fixed and variable compensation. The fixed component, base salary, provides a stable income stream to employees, including management and executives, while variable compensation, consisting of annual bonuses, and commissions for sales and certain services employees, provides compensation opportunities tied to our company performance and strategic initiatives;
•Annual incentive payments, or bonuses, provide the potential for variable pay based upon the achievement of our annual financial and strategic business objectives. These objectives are set at the company level and are not based upon the results for any one individual, team, or division. Our Board of Directors reviews and approves the corporate funding percentage. Moreover, the Compensation Committee determines and approves executive officer compensation and has the discretion to modify individual payout amounts to reflect an individual’s performance;
•The incentive plans for our sales teams align variable compensation with both short- and long-term goals. Commissions are payable on contract signing; however, our incentive plans permit us to recover the value of payments on sales commissions for client non-payment. Corporate controls require a risk-based approach for review and approval of customer contracts by Finance, Legal, and Sales management prior to execution. Our senior management also reviews and approves material nonstandard contract terms; and
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•Equity awards, which are granted in a range of 30% to 40% of employees on an annual basis, may consist of RSUs and/or stock options, and align employee equity compensation with our long-term success. Senior level employees typically receive equity compensation in both RSUs and stock options. Equity awards typically vest over four years and increase in value if our stock price increases over time. Additionally, in 2023, 2024, and 2025 our named executive officers and certain other employees received performance-based options that vest over 2-years subject to certain performance conditions, to further align their interests with achieving our financial objectives. To further mitigate against risk, our equity incentive plan allows for the cancellation and forfeiture, as well as the clawback, of equity awards, and shares obtained pursuant to equity awards, for employee misconduct; and provides that equity awards, and shares obtained pursuant to equity awards, are subject to cancellation, forfeiture, and clawback if we determine that is required by applicable law or company policy as amended from time to time.
CEO PAY RATIO
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For 2024, our last completed fiscal year:
•The annual total compensation of our median employee, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K was $103,081; and
•The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $7,681,854.
Based on this information, for 2024 the ratio of the annual total compensation of our Chief Executive Officer to the median employee was approximately 74.5 to 1.
As permitted by SEC rules, we elected to use the same median employee in 2024 for comparison purposes as we used in 2023. In 2023, the median employee was identified using the following methodology:
•We selected December 1, 2023, which is within the last three months of 2023, as the date upon which we would identify the median employee. As of December 1, 2023, we had 5,452 employees worldwide.
•In determining the employee population to be used to calculate the compensation of the median employee, we included employees in all countries.
•We compared the annual base salary, target bonus, sales commissions, and additional cash incentive compensation for the employee population for the 2023 calendar year. This is referred to as On-Target Earnings.
•Based on the On-Target Earnings of each employee, we identified the Median Cohort, of approximately 547 employees consisting of the median employee and the employees 5% above and 5% below the median On-Target earnings.
•We examined the applicable payroll data of actual cash earnings for each employee in the Median Cohort, including base salary, bonus, sales commissions, additional cash incentive compensation and car allowance paid in calendar year 2023 and we identified the employee who earned the median cash earnings within the Median Cohort. That employee is our median employee.
•A U.S. dollar exchange rate as of a date in December 2023 was applied to compensation reported in a foreign currency.
We then combined all elements of the median employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $103,081. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our “Summary Compensation Table” included in this proxy statement under the heading “Executive Compensation.”
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
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EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2024:
| (in thousands, except per share amounts) | (a) Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Stock Options and Vesting of RSUs(2) (3) | (b) Weighted-average Exercise price per Share of Outstanding Stock Options(4) | (c) Number of Shares of Common Stock Remaining Available for Future Issuance (excluding those in column (a))(5) | ||||||||||||||
Equity compensation plans approved by shareholders(1) | 16,977 | $ | 60.81 | 3,846 | |||||||||||||
(1) We currently maintain two equity compensation plans: the 2004 Long-Term Incentive Plan as amended and restated, the (“2004 Plan”) and the 2006 Employee Stock Purchase Plan as amended (“2006 ESPP”). In addition to the issuance of stock options, the 2004 Plan allows for the issuance of stock purchase rights and other stock-based awards, including RSUs. Our shareholders previously approved each of these plans and all amendments that were subject to shareholder approval. See “16. Stock-Based Compensation” in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 for additional information.
(2) The number of shares of common stock issued upon exercise of vested stock options and vesting of RSUs will be less than the 17.0 million shown above because equity grants to our executive officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, use the “net settlement” feature for stock options and RSUs. This feature enables the Company to withhold shares to cover the cost to exercise stock options and, if applicable, to cover taxes due (in the case of stock options and RSUs) based on the fair value of the shares at the exercise date (in the case of stock options) or vesting date (in the case of RSUs), instead of selling all the shares on the open market to satisfy these obligations. The settlement of exercised stock options and vested RSUs on a net share basis for our executive officers subject to Section 16 of the Securities Exchange Act of 1934, as amended will result in fewer shares issued by the Company. In addition, the above indicated number of shares to be issued upon exercise of outstanding stock options and vesting of RSUs does not include 0.3 million reserved for issuance in the event of maximum achievement in connection with the 2024 performance based option awards. The number of shares of common stock remaining available for issuance have been reduced by the 0.3 million shares reserved in the event of maximum achievement in connection with the 2024 performance based option awards.
(3) During 2024, the Company issued 3.0 million shares of common stock upon exercise of vested stock options and vesting of RSUs.
(4) The weighted-average exercise price does not consider the shares issuable upon vesting of outstanding RSUs, which have no exercise price.
(5) Includes approximately 1 million shares remaining available for issuance as of December 31, 2024 under the 2006 ESPP.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information required under applicable SEC rules about the compensation for 2024, 2023, and 2022 of our named executive officers:
| Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Alan Trefler Chairman and Chief Executive Officer | 2024 | $ | 571,731 | (5) | $ | — | $ | — | $ | 6,499,454 | (6) | $ | 600,319 | $ | 10,350 | $ | 7,681,854 | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 495,000 | $ | — | $ | — | $ | 4,550,006 | $ | 495,000 | $ | 9,900 | $ | 5,549,906 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 495,000 | $ | — | $ | — | $ | 6,499,058 | $ | 445,500 | $ | 9,150 | $ | 7,448,708 | ||||||||||||||||||||||||||||||||||||||||||||||||
Kenneth Stillwell Chief Operating Officer and Chief Financial Officer | 2024 | $ | 544,615 | (5) | $ | — | $ | 2,396,175 | (6)(7) | $ | 2,805,817 | (6) | $ | 247,721 | $ | 10,350 | $ | 6,004,678 | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 530,000 | $ | — | $ | 2,181,866 | (7) | $ | 1,539,691 | $ | 185,500 | $ | 9,900 | $ | 4,446,957 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 516,306 | (5) | $ | — | $ | 2,197,143 | (7) | $ | 6,663,138 | $ | 174,577 | $ | 9,150 | $ | 9,560,314 | ||||||||||||||||||||||||||||||||||||||||||||||
Rifat Kerim Akgonul Chief Product Officer | 2024 | $ | 463,154 | (5) | $ | — | $ | 1,247,858 | (6)(7) | $ | 1,648,857 | (6) | $ | 203,901 | $ | 10,350 | $ | 3,574,120 | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 450,000 | $ | — | $ | 1,015,747 | (7) | $ | 908,114 | $ | 135,000 | $ | 9,900 | $ | 2,518,761 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 444,016 | (5) | $ | — | $ | 1,150,976 | (7) | $ | 3,177,303 | $ | 124,357 | $ | 9,150 | $ | 4,905,802 | ||||||||||||||||||||||||||||||||||||||||||||||
John Gerard Higgins Chief of Client and Partner Success(8) | 2024 | $ | 480,381 | (5) | $ | 255,030 | (9) | $ | 1,227,342 | (6)(7) | $ | 1,771,831 | (6) | $ | 133,598 | $ | 22,648 | $ | 3,890,830 | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 472,372 | $ | 156,522 | (9) | $ | 988,164 | (7) | $ | 1,002,264 | $ | 118,093 | $ | — | $ | 2,737,415 | ||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 441,153 | (5) | $ | 167,186 | (9) | $ | 985,400 | (7) | $ | 3,136,672 | $ | 113,032 | $ | — | $ | 4,843,443 | |||||||||||||||||||||||||||||||||||||||||||||
| Leon Trefler Chief of Clients and Markets | 2024 | $ | 410,962 | (5) | $ | 485,764 | (9) | $ | 1,088,941 | (6) | $ | 1,771,831 | (6) | $ | 215,755 | $ | 10,350 | $ | 3,983,603 | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | $ | 400,000 | $ | 324,198 | (9) | $ | 999,621 | $ | 1,059,451 | $ | 200,000 | $ | 9,900 | $ | 2,993,170 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 390,712 | (5) | $ | 278,433 | (9) | $ | 1,000,030 | $ | 3,177,303 | $ | 175,820 | $ | 9,150 | $ | 5,031,448 | ||||||||||||||||||||||||||||||||||||||||||||||
(1) These amounts reflect the dollar amount of the aggregate grant date fair value of RSU awards granted in the years ended December 31, 2024, 2023, and 2022 in accordance with FASB ASC Topic 718. The calculation of the fair value of RSU awards is set forth in "16. Stock-Based Compensation" in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025.
(2) These amounts reflect the dollar amount of the aggregate grant date fair value of stock option awards granted in years ended December 31, 2024, 2023, and 2022 in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth in “16. Stock-Based Compensation” in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025. With respect to the performance-based options included in these amounts, the values were determined based on the expected performance at the time of grant. If the maximum level of performance is assumed for these performance-based options, the value of the performance based options would be $1,574,075 instead of $983,797 for Mr. Stillwell; $1,180,557 instead of $737,848 for Mr. Akgonul; $1,377,315 instead of $860,822 for Mr. Higgins; and $1,377,315 instead of $860,822 for Leon Trefler. Alan Trefler did not receive performance based options in 2024.
(3) Represents cash bonuses earned under the CICP in the year shown and paid in the following year.
(4) Represents our 401(k) match for all named executive officers, with the exception of Mr. Higgins, during the years shown. For Mr. Higgins, the 2024 amount includes company contributions and cash allowances in connection with our UK defined contribution pension plan.
(5) Represents the named executive officer’s pro-rated salary earned in the year shown as a result of a base salary increase effective April 1st.
(6) Represents RSUs, stock options, and performance-based stock options granted in March 2024 as part of the named executive officer’s annual compensation package.
(7) These amounts include the named executive officer’s election to receive 50% of his target incentive compensation under the CICP in the year shown in the form of RSUs instead of cash.
(8) Mr. Higgins’ salary, bonus, non-equity incentive plan compensation and all other compensation was converted from British Pounds to USD using the exchange rate as of December 31st of each applicable year.
(9) Represents additional cash incentives for sales commissions earned during the years shown, and for the achievement of operational metrics in 2022 for Mr. Higgins.
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GRANTS OF PLAN-BASED AWARDS
The following table sets forth certain information with respect to the plan-based awards granted during or for the fiscal year ended December 31, 2024 to each of the named executive officers:
| Estimated Future Payouts Under | All Other Stock Awards: Number of Shares of Stock or Units(2) | All Other Option Awards: Number of Securities Underlying Options(2) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards(1) | Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Alan Trefler | $ | 400,212 | (4) | $ | 571,731 | (4) | $ | — | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 6,499,454 | 251,257 | $ | 62.10 | $ | 6,499,454 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kenneth Stillwell | $ | 152,492 | (4)(5) | $ | 217,846 | (4)(5) | $ | — | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 218,294 | 3,522 | (5) | $ | 218,294 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 2,177,881 | 35,218 | $ | 2,177,881 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 1,822,020 | 70,436 | $ | 62.10 | $ | 1,822,020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 565,683 | $ | 983,797 | $ | 1,574,075 | 40,000 | (7) | $ | 62.10 | $ | 983,797 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rifat Kerim Akgonul | $ | 121,578 | (4)(5) | $ | 173,683 | (4)(5) | $ | — | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 158,917 | 2,564 | (5) | $ | 158,917 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 1,088,941 | 17,609 | $ | 1,088,941 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 911,009 | 35,218 | $ | 62.10 | $ | 911,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 424,263 | $ | 737,848 | $ | 1,180,557 | 30,000 | (7) | $ | 62.10 | $ | 737,848 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John Gerard Higgins (8) | $ | 84,067 | (4)(5) | $ | 120,095 | (4)(5) | $ | — | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 138,401 | 2,233 | (5) | $ | 138,401 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 1,088,941 | 17,609 | $ | 1,088,941 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 911,009 | 35,218 | $ | 62.10 | $ | 911,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 494,973 | $ | 860,822 | $ | 1,377,315 | 35,000 | (7) | $ | 62.10 | $ | 860,822 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leon Trefler | $ | 143,837 | (4) | $ | 205,481 | (4) | $ | — | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 1,088,941 | 17,609 | $ | 1,088,941 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 911,009 | 35,218 | $ | 62.10 | $ | 911,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/5/2024 | $ | 494,973 | $ | 860,822 | $ | 1,377,315 | 35,000 | (7) | $ | 62.10 | $ | 860,822 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) All awards were made pursuant to our 2024 CICP.
(2) All equity awards were made pursuant to our 2004 Long-Term Incentive Plan.
(3) Reflects the dollar amount of the aggregate grant date fair value for the option and RSU awards granted in 2024, in accordance with FASB ASC Topic 718.
(4) Represents the named executive officer’s incentive compensation under the 2024 CICP based on their pro-rated salary earned in the year shown as a result of a base salary increase effective April 1st.
(5) Reflects the named executive officer’s election to receive 50% of his target incentive compensation under the 2024 CICP in the form of RSUs instead of cash. The RSUs granted were determined by dividing 50% of the employee's annual Target Incentive Opportunity by 85% of the closing price of our stock on the date of grant, less the present value of expected dividends during the vesting period. The 15% discount to the closing price, which is used to calculate the number of RSUs granted, provides an additional incentive to employees to acquire our stock.
(6) There is no maximum payout amount, as additional incentives can be earned for performance above targets, as determined by the Board of Directors in its discretion.
(7) Reflects performance stock options which vest based on the achievement of certain performance targets over two years, with up to one quarter vesting after one year and the remaining three quarters eligible to vest after two years. The number of options shown reflects the target achievement at 100%. The maximum achievement of the performance targets are 100% and 180% for the options eligible to vest after one and two years, respectively.
(8) Mr. Higgins’ Non-Equity Incentive Plan Awards are converted from British Pounds to USD using the exchange rate as of December 31, 2024.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain information with respect to the value of outstanding equity awards at December 31, 2024, previously granted to the named executive officers. All equity awards were granted under our 2004 Long-Term Incentive Plan.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | ||||||||||||||||||||||||||||||||||||||||
| Exercisable | Unexercisable | |||||||||||||||||||||||||||||||||||||||||||
| Alan Trefler | 132,909 | — | $ | 64.35 | 3/6/2029 | |||||||||||||||||||||||||||||||||||||||
| 104,904 | 5,521 | $ | 90.05 | 3/3/2030 | ||||||||||||||||||||||||||||||||||||||||
| 64,071 | 21,357 | $ | 130.45 | 3/2/2031 | ||||||||||||||||||||||||||||||||||||||||
| 132,016 | 108,014 | $ | 85.40 | 3/1/2032 | ||||||||||||||||||||||||||||||||||||||||
| 60,409 | (4) | 181,227 | (4) | $ | 47.27 | 3/7/2033 | ||||||||||||||||||||||||||||||||||||||
| — | (5) | 251,257 | (5) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| 1,393 | $ | 129,828 | ||||||||||||||||||||||||||||||||||||||||||
| 6,244 | $ | 581,941 | ||||||||||||||||||||||||||||||||||||||||||
| Kenneth Stillwell | 8,233 | — | $ | 58.95 | 3/5/2028 | |||||||||||||||||||||||||||||||||||||||
| 14,620 | — | $ | 64.35 | 3/6/2029 | ||||||||||||||||||||||||||||||||||||||||
| 52,452 | 2,761 | $ | 90.05 | 3/3/2030 | ||||||||||||||||||||||||||||||||||||||||
| 29,571 | 9,857 | $ | 130.45 | 3/2/2031 | ||||||||||||||||||||||||||||||||||||||||
| 40,621 | 33,235 | $ | 85.40 | 3/1/2032 | ||||||||||||||||||||||||||||||||||||||||
| 91,667 | (6) | 18,333 | (6) | $ | 52.47 | 6/5/2032 | ||||||||||||||||||||||||||||||||||||||
| — | (7) | 103,680 | (7) | $ | 33.90 | 11/2/2032 | ||||||||||||||||||||||||||||||||||||||
| — | (4) | 61,326 | (4) | $ | 47.27 | 3/7/2033 | ||||||||||||||||||||||||||||||||||||||
| — | (5) | 70,436 | (5) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| — | (8) | 64,000 | (8) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| 697 | $ | 64,960 | ||||||||||||||||||||||||||||||||||||||||||
| 2,882 | $ | 268,602 | ||||||||||||||||||||||||||||||||||||||||||
| 10,579 | $ | 985,963 | ||||||||||||||||||||||||||||||||||||||||||
| 23,494 | (5) | $ | 2,189,641 | |||||||||||||||||||||||||||||||||||||||||
| 3,522 | (9) | $ | 328,250 | |||||||||||||||||||||||||||||||||||||||||
| 35,218 | (5) | $ | 3,282,318 | |||||||||||||||||||||||||||||||||||||||||
Rifat Kerim Akgonul | 15,534 | — | $ | 44.30 | 3/2/2027 | |||||||||||||||||||||||||||||||||||||||
| 21,954 | — | $ | 58.95 | 3/5/2028 | ||||||||||||||||||||||||||||||||||||||||
| 22,595 | — | $ | 64.35 | 3/6/2029 | ||||||||||||||||||||||||||||||||||||||||
| 25,177 | 1,325 | $ | 90.05 | 3/3/2030 | ||||||||||||||||||||||||||||||||||||||||
| 11,829 | 3,943 | $ | 130.45 | 3/2/2031 | ||||||||||||||||||||||||||||||||||||||||
| 20,310 | 16,618 | $ | 85.40 | 3/1/2032 | ||||||||||||||||||||||||||||||||||||||||
| 41,667 | (6) | 8,333 | (6) | $ | 52.47 | 6/5/2032 | ||||||||||||||||||||||||||||||||||||||
| 40,344 | (7) | 49,338 | (7) | $ | 33.90 | 11/2/2032 | ||||||||||||||||||||||||||||||||||||||
| 12,057 | (4) | 36,170 | (4) | $ | 47.27 | 3/7/2033 | ||||||||||||||||||||||||||||||||||||||
| — | (5) | 35,218 | (5) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| — | (8) | 48,000 | (8) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| 334 | $ | 31,129 | ||||||||||||||||||||||||||||||||||||||||||
| 1,153 | $ | 107,460 | ||||||||||||||||||||||||||||||||||||||||||
| 5,289 | $ | 492,935 | ||||||||||||||||||||||||||||||||||||||||||
| 10,253 | (5) | $ | 955,580 | |||||||||||||||||||||||||||||||||||||||||
| 2,564 | (9) | $ | 238,965 | |||||||||||||||||||||||||||||||||||||||||
| 17,609 | (5) | $ | 1,641,159 | |||||||||||||||||||||||||||||||||||||||||
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| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | ||||||||||||||||||||||||||||||||||||||||
| Exercisable | Unexercisable | |||||||||||||||||||||||||||||||||||||||||||
John Gerard Higgins | 4,725 | 1,575 | $ | 136.08 | 3/1/2031 | |||||||||||||||||||||||||||||||||||||||
| 23,860 | (10) | 7,950 | (10) | $ | 136.08 | 3/1/2031 | ||||||||||||||||||||||||||||||||||||||
| 3,177 | (11) | 2,599 | (11) | $ | 136.08 | 3/1/2031 | ||||||||||||||||||||||||||||||||||||||
| 1,846 | (12) | 3,428 | (12) | $ | 136.08 | 3/1/2031 | ||||||||||||||||||||||||||||||||||||||
| 17,772 | 14,540 | $ | 85.40 | 3/1/2032 | ||||||||||||||||||||||||||||||||||||||||
| 41,667 | (6) | 8,333 | (6) | $ | 52.47 | 6/5/2032 | ||||||||||||||||||||||||||||||||||||||
| 52,384 | (7) | 52,384 | (7) | $ | 33.90 | 11/2/2032 | ||||||||||||||||||||||||||||||||||||||
| 13,307 | (4) | 39,920 | (4) | $ | 47.27 | 3/7/2033 | ||||||||||||||||||||||||||||||||||||||
| — | (5) | 35,218 | (5) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| — | (8) | 56,000 | (8) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| 460 | $ | 42,872 | ||||||||||||||||||||||||||||||||||||||||||
| 2,300 | (10) | $ | 214,360 | |||||||||||||||||||||||||||||||||||||||||
| 830 | (11) | $ | 77,356 | |||||||||||||||||||||||||||||||||||||||||
| 1,199 | (12) | $ | 111,747 | |||||||||||||||||||||||||||||||||||||||||
| 4,628 | $ | 431,330 | ||||||||||||||||||||||||||||||||||||||||||
| 10,253 | (5) | $ | 955,580 | |||||||||||||||||||||||||||||||||||||||||
| 2,233 | (9) | $ | 208,116 | |||||||||||||||||||||||||||||||||||||||||
| 17,609 | (5) | $ | 1,641,159 | |||||||||||||||||||||||||||||||||||||||||
| Leon Trefler | 30,365 | — | $ | 20.49 | 3/2/2025 | |||||||||||||||||||||||||||||||||||||||
| 15,295 | — | $ | 25.20 | 3/9/2026 | ||||||||||||||||||||||||||||||||||||||||
| 24,382 | — | $ | 44.30 | 3/2/2027 | ||||||||||||||||||||||||||||||||||||||||
| 23,327 | — | $ | 58.95 | 3/5/2028 | ||||||||||||||||||||||||||||||||||||||||
| 26,582 | — | $ | 64.35 | 3/6/2029 | ||||||||||||||||||||||||||||||||||||||||
| 25,177 | 1,325 | $ | 90.05 | 3/3/2030 | ||||||||||||||||||||||||||||||||||||||||
| 9,857 | 3,286 | $ | 130.45 | 3/2/2031 | ||||||||||||||||||||||||||||||||||||||||
| 20,310 | 16,618 | $ | 85.40 | 3/1/2032 | ||||||||||||||||||||||||||||||||||||||||
| 41,667 | (6) | 8,333 | (6) | $ | 52.47 | 6/5/2032 | ||||||||||||||||||||||||||||||||||||||
| 49,344 | (7) | 49,338 | (7) | $ | 33.90 | 11/2/2032 | ||||||||||||||||||||||||||||||||||||||
| 14,066 | (4) | 42,198 | (4) | $ | 47.27 | 3/7/2033 | ||||||||||||||||||||||||||||||||||||||
| — | (5) | 35,218 | (5) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| — | (8) | 56,000 | (8) | $ | 62.10 | 3/5/2034 | ||||||||||||||||||||||||||||||||||||||
| 334 | $ | 31,129 | ||||||||||||||||||||||||||||||||||||||||||
| 961 | $ | 89,565 | ||||||||||||||||||||||||||||||||||||||||||
| 5,289 | $ | 492,935 | ||||||||||||||||||||||||||||||||||||||||||
| 11,961 | (5) | $ | 1,114,765 | |||||||||||||||||||||||||||||||||||||||||
| 17,609 | (5) | $ | 1,641,159 | |||||||||||||||||||||||||||||||||||||||||
(1) Unless otherwise noted, stock options vest on a five-year schedule, with 20% vesting after one year and the remaining 80% vesting in equal quarterly installments over the remaining four years. Options expire ten years from the grant date.
(2) Unless otherwise noted, RSUs vest on a five-year schedule, with 20% vesting after one year and the remaining 80% vesting in equal quarterly installments over the remaining four years.
(3) Market value is calculated using a share price of $93.20, the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2024.
(4) Includes awards which vest based on the achievement of certain performance targets over two years, with up to one quarter vesting after one year and up to the remaining three quarters eligible to vest after two years. The number of options shown reflects the actual achievement for the options which vested after one year and at 100% achievement, the maximum amount applicable to the awards, for the options eligible to vest after two years.
(5) Includes awards which vest on a four-year schedule, with one quarter vesting after one year and the remaining three quarters vesting in equal quarterly installments over the remaining three years.
(6) Includes awards which vest on a three-year schedule, with one third vesting after one year and the remaining two thirds vesting in equal quarterly installments over the remaining two years.
(7) Includes awards which vest in equal quarterly installments over four years.
(8) Includes awards which vest based on the achievement of certain performance targets over two years, with up to one quarter vesting after one year and the remaining three quarters eligible to vest after two years. The maximum achievement of the performance targets are 100% and 180% for the options eligible to vest after one and two years, respectively. The number of options shown reflects the maximum achievement for the options eligible to vest.
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(9) RSUs granted in connection with the named executive officer’s election to receive 50% of his target incentive compensation under the 2024 CICP in the form of RSUs instead of cash, which vests in full one year from the grant date.
(10) Includes awards that vest in equal quarterly installments over five years.
(11) Includes awards that vest on a six-year schedule, with 20% vesting on the second anniversary of the grant date and the remaining 80% vesting in equal quarterly installments over the remaining four years.
(12) Includes awards that vest on a seven-year schedule, with 20% vesting on the third anniversary of the grant date and the remaining 80% vesting in equal quarterly installments over the remaining four years.
OPTION EXERCISES AND STOCK VESTED TABLE
The following table sets forth certain information with respect to stock option exercises and restricted stock unit vestings for each of the named executive officers during the fiscal year ended December 31, 2024:
| Option Awards | Stock Awards | ||||||||||||||||||||||
| Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | ||||||||||||||||||||
| Alan Trefler | — | $ | — | 12,518 | $ | 886,386 | |||||||||||||||||
| Kenneth Stillwell | 125,064 | $ | 4,648,405 | 33,126 | $ | 2,274,427 | |||||||||||||||||
Rifat Kerim Akgonul | 10,777 | $ | 699,368 | 16,287 | $ | 1,111,366 | |||||||||||||||||
John Gerard Higgins | — | $ | — | 16,040 | $ | 1,099,315 | |||||||||||||||||
| Leon Trefler | 44,553 | $ | 1,805,944 | 14,150 | $ | 980,937 | |||||||||||||||||
(1) This amount is equal to the difference between the fair market value of the shares acquired on the exercise date less the exercise price, multiplied by the number of options exercised.
(2) This amount is the closing price per share of our common stock on the vesting date, multiplied by the number of shares vested.
PAY VERSUS PERFORMANCE
As described in greater detail in the “Compensation Discussion and Analysis” section, our executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further “pay versus performance” disclosures with respect to our chief executive officer, also referred to as our principal executive officer (PEO), and our other named executive officers (NEOs), as contemplated by Item 402(v) of Regulation S-K.
| Value of Initial Fixed $100 Investment Based on: | |||||||||||||||||||||||||||||||||||||||||||||||
| Year | Summary Compensation Table Total to PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Company TSR(4) | Peer Group TSR(5) | Net Income (Loss)(6) | ACV Growth(7) | |||||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||||||||||||||||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
| 2023 | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
| 2022 | $ | $( | $ | $ | $ | $ | $ | ( | % | ||||||||||||||||||||||||||||||||||||||
| 2021 | $ | $ | $ | $ | $ | $ | $ | ( | % | ||||||||||||||||||||||||||||||||||||||
| 2020 | $ | $ | $ | $ | $ | $ | $ | ( | % | ||||||||||||||||||||||||||||||||||||||
(1) The dollar amounts in column (b) are the amounts of total compensation reported for Mr. Trefler (our Chief Executive Officer or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “ Executive Compensation – Summary Compensation Table.”
(2) The dollar amounts reported in column (c) and (e), represent the amount of “compensation actually paid” (CAP) to Mr. Trefler and the average amount of CAP to the Non-PEO NEOs as a group, respectively, in the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable persons during the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the compensation for Mr. Trefler, and the Non-PEO NEOs as a group, for each year to determine the “compensation actually paid”:
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| PEO | ||||||||||||||||||||||||||
| Year | SCT Total | Reported Value of Equity Awards | Equity Award Adjustments | Compensation Actually Paid to PEO | ||||||||||||||||||||||
| (a) | (b) | |||||||||||||||||||||||||
| 2024 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2023 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2022 | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| 2021 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2020 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Average for Non-PEO NEOs | ||||||||||||||||||||||||||
| Year | Average SCT Total | Average Reported Value of Equity Awards | Average Equity Award Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | ||||||||||||||||||||||
| (a) | (b) | |||||||||||||||||||||||||
| 2024 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2023 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2022 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2021 | $ | $ | ( | $ | $ | |||||||||||||||||||||
| 2020 | $ | $ | ( | $ | $ | |||||||||||||||||||||
(a) Represents the grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column in the Summary Compensation Table for the applicable year. Because we do not maintain a defined benefit pension plan in which the PEO or Non-PEO NEOs participate, no adjustments from the SCT total related to pension value are needed to calculate “compensation actually paid” in accordance with Item 402(v) of Regulation S-K.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (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 are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. In calculating the fair values of unvested equity awards at each year end and the fair value of equity awards vested in the year for each year presented, the assumptions and calculations used did not materially differ from those set forth in “16. Stock-Based Compensation” in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025, with the exception of the expected term assumptions for option awards that were out of the money as of each calculation date. The Company’s option awards have historically been granted at the money, thus the historical experience was not considered to be relevant to expectations for purposes of the above “compensation actually paid” calculations for option awards that were out of the money during each applicable year. For purposes of the above “compensation actually paid” calculations, the expected term for out of the money options was calculated based off the remaining time to vest plus one half of the remaining contractual life as of each calculation date. The amounts deducted or added in calculating the equity award adjustments are as follows:
| PEO | 2020 | 2021 | 2022 | 2023 | 2024 | |||||||||||||||||||||||||||
| Plus: Fair Value for Equity Awards Granted in the Covered Year that are Unvested at End of Year | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Change in Fair Value of Outstanding Unvested Equity Awards from Prior Year | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||
| Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Total Adjustment | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
Average for Non-PEO NEOs | 2020 | 2021 | 2022 | 2023 | 2024 | |||||||||||||||||||||||||||
| Plus: Fair Value for Equity Awards Granted in the Covered Year that are Unvested at End of Year | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Change in Fair Value of Outstanding Unvested Equity Awards from Prior Year | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||
Plus: Fair Value as of Vesting Date for Equity Awards Granted and Vested in the Covered Year | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Total Adjustment | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Trefler, who has served as our CEO in each of the covered years) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Trefler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023 and 2022, Kenneth Stillwell, Rifat Kerim Akgonul, John Gerard Higgins, and Leon Trefler; (ii) for 2021, Kenneth Stillwell, Rifat Kerim Akgonul, Michael Pyle, Hayden Stafford, and Leon Trefler, and (iii) for 2020, Kenneth Stillwell, Douglas Kra, Hayden Stafford, and Leon Trefler. Refer to “ Executive Compensation – Summary Compensation Table.”
(4) Company TSR is calculated to show the cumulative shareholder return on our common stock during the covered period, including reinvestment of dividends.
(5) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: The Standard & Poor’s North American Technology Sector – Software Index TM.
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(6) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.
(7) ACV growth is the percentage increase in ACV on a constant currency basis compared to the prior year.
Pay versus Performance Descriptive Disclosure
We chose ACV Growth as our Company Selected Measure for evaluating Pay versus Performance because it is a key metric used in our Executive Incentive Plan and the 2024 PSOs. From 2020 to 2024, the year-over-year changes in Compensation Actually Paid (“CAP”) to Mr. Trefler, as well as CAP to our Non-PEO Named Executives, were directionally aligned with the changes in the Company’s cumulative total shareholder return (“TSR”) for the respective period, as equity is a significant component of compensation for our PEO and to a lesser extent our non-PEO NEOs. Except for 2021, the Company’s TSR was directionally aligned with our peer group TSR. The impact of our share price on the CAP to Mr. Trefler and our Non-PEO NEOs was the primary cause for the inverse relationship between the year-over-year change in CAP and ACV Growth in 2021 and 2023 and for the increase in CAP in 2024. From 2020 to 2024, the year-over-year changes in CAP to Mr. Trefler and our Non-PEO NEOs were directionally aligned with Pega’s net income (loss). During 2022, we recognized a net loss of $345.6 million, in part due to the recognition of a full valuation allowance of $188.3 million on our U.S. and U.K. deferred tax assets as well as a charge of $21.7 million in the fourth quarter of 2022 related principally to cash severance and related benefit costs for terminated employees.
Pay versus Performance Tabular List
The following table lists our most important performance measures we use to link “Compensation Actually Paid” to our NEOs to our performance, over the year ended December 31, 2024:
The information contained above under the heading “Pay Versus Performance” shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
PROPOSAL 3 – APPROVAL OF THE AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
At the Annual Meeting, our shareholders will be asked to approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan (the “Plan”). The Plan was originally approved by our shareholders in June 2004 and has been successively approved by our shareholders in July 2011, June 2016, June 2020, and June 2023. Currently there are 42,000,000 shares authorized for issuance under the Plan, of which only a de minimis amount of shares remain available for issuance.
If this proposal is approved, an additional 10,000,000 shares will be added to the number of shares authorized for issue under the Plan, increasing that amount to 52,000,000 shares. We believe that the proposed increase in shares will suffice for the Plan for at least the next two years. In approving the Plan, our shareholders are approving:
•the increase in the total number of authorized shares under the Plan by 10,000,000 shares, so that the aggregate number of shares that may be granted under the Plan is 52,000,000 shares; and
•an extension of the Plan term from June 23, 2030 to June 17, 2035.
We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. Equity awards are a very effective retention tool that encourages and rewards employee performance that aligns with shareholders’ interests. We believe that the Plan as proposed to be amended and restated is an essential, up-to-date platform to accomplish these objectives, and we request your approval of the Plan.
On April 6, 2025, our Board of Directors adopted, subject to shareholder approval, the amended and restated Plan described above. The above summary of the Plan, as so amended and restated, does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached as Appendix A to this proxy statement.
The Board of Directors recommends that you vote FOR the approval of the Plan, and proxies solicited by the Board will be voted in favor of the Plan unless a shareholder has indicated otherwise on the proxy.
Purposes
The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, to promote the success of our business, and to continue to link employee compensation with our performance. Options, RSUs, stock purchase rights and other stock-based awards may be granted under the Plan.
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Administration
Subject to the provisions of the Plan, the Committee has authority in its discretion to: (1) determine fair market value of our common stock; (2) select employees, directors and consultants to whom awards may be granted; (3) determine the number of shares covered by awards; (4) approve forms of agreements for use under the Plan; (5) determine the terms and conditions of awards; (6) determine whether and under what circumstances an option may be settled in cash instead of common stock; (7) reduce the exercise price or purchase price of any award to the then fair market value if the fair market value has declined since the date of grant (with shareholder approval); (8) initiate a program whereby outstanding options are exchanged for options with a lower exercise price (with shareholder approval); (9) prescribe, amend or rescind rules and regulations relating to the Plan; (10) construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (11) subject awards granted pursuant to the Plan to forfeiture, setoff, recoupment or other recovery if the Committee determines in good faith that such action is required by applicable law or Company policy; and (12) modify terms of the Plan or adopt additional terms and conditions in order to facilitate the granting of awards in foreign jurisdictions. In addition, to the extent permitted by applicable law, the Committee may delegate to one or more employees of the Company the power to grant awards and exercise such other powers under the Plan as the Committee may determine; provided, however, that the Committee shall fix the maximum number of shares issuable to any one participant pursuant to awards granted by such employee.
Shares Subject to the Plan
The stock subject to options and awards under the Plan is authorized but unissued shares of our common stock or shares of treasury common stock. Any shares subject to an option that for any reason expires or is terminated unexercised as to such shares and any restricted stock that is forfeited and repurchased by us at not more than its exercise price as a result of the exercise of a repurchase option may again be the subject of an option or award under the Plan. The number of shares of common stock that may be issued under the Plan may not exceed 52,000,000 shares, subject to adjustment, as described below. On March 31, 2025, the closing sale price of our common stock was $69.52 per share.
Subject to shareholder approval of this proposal and on the condition that no such awards may vest prior to the shareholder approval of this proposal, the Compensation Committee in March 2025 made annual awards of options pursuant to the Plan that used a portion of the incremental 10,000,000 shares of common stock. The following table sets forth information with respect to these options awards:
NEW PLAN BENEFITS | |||||
2004 Long-Term Incentive Plan | |||||
Name and Position | Number of Options(1) | ||||
Alan Trefler Chairman and Chief Executive Officer | — | ||||
Kenneth Stillwell Chief Operating Officer and Chief Financial Officer | 35,359 | ||||
Rifat Kerim Akgonul Chief Product Officer | 32,145 | ||||
John Gerard Higgins Chief of Client & Partner Success | 32,145 | ||||
Leon Trefler Chief of Clients and Markets | 32,145 | ||||
Executive Group | 144,652 | ||||
Non-Executive Director Group | — | ||||
Non-Executive Officer Employee Group | 495,509 | ||||
(1) The number of options shown reflects the target 100% achievement of the performance targets for the options eligible to vest. The maximum achievement of the performance targets is 200% for the options eligible to vest.
Non-employee Director Limits
In addition, the maximum number of shares subject to awards granted during a single fiscal year to any non-employee director under this plan and under any other equity plan maintained by us, taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes and excluding, for this purpose, the value of any dividend equivalent payments paid pursuant to any award granted in a previous fiscal year).
Eligibility
Nonstatutory stock options, or NSOs, RSUs, stock purchase rights and other stock-based awards (other than incentive stock options) may be granted to employees, directors, and consultants. Incentive stock options, or ISOs, may be granted only to employees. Each option will be designated in the stock option agreement as either an ISO or an NSO. Notwithstanding the terms of any award under the Plan, in the event of certain misconduct by a participant, all awards to that participant will be terminated and all shares acquired by the participant under the Plan will be subject to repurchase by us at any time within 180 days after we have knowledge of such misconduct. In addition, awards under the Plan and shares obtained pursuant to or upon exercise of such awards are subject to forfeiture, setoff, recoupment or other recovery if the Committee determines in good faith that such action is required by applicable law or Company policy.
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Terms and Conditions of Options
Exercise Price. The exercise price for shares issued upon exercise of options will be determined by the Committee. The exercise price of ISOs may not be less than 100% of the fair market value on the date the option is granted. The exercise price of ISOs granted to a 10% or greater shareholder may not be less than 110% of the fair market value on the date of grant.
Form of Consideration. The means of payment for shares issued upon exercise of an option will be specified in each option agreement. The Plan permits payment to be made by cash, check, promissory note of the participant, wire transfer, other shares of our common stock (with some restrictions), consideration received by us under a cashless exercise program implemented by us in connection with the Plan, or any combination of the foregoing.
Term of Options. The term of an option may be no more than ten years from the date of grant, except that the term of an incentive stock option granted to a 10% or greater shareholder may not exceed five years from the date of grant.
Termination of Service. No option may be exercised more than three months following termination other than by reason of the participant’s death, disability or retirement, or such other period as set forth in the option agreement. If, on the date of termination, a participant is not fully vested, the shares covered by the unvested portion will revert to the Plan unless the Committee has determined that all or part of the unvested portion of the Option will continue to vest following termination of Service, in which the case the Shares covered by portion of the Option that will continue to vest will not revert to the Plan until the vesting of those Shares is no longer possible. If, after termination of Service, the participant does not exercise his or her Option within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
Death or Disability. An option is exercisable for 24 months following death of the participant or 24 months following termination for a disability or such other period as set forth in the option agreement. If, on the date of death or termination, a participant is not fully vested, the shares covered by the unvested portion will revert to the Plan on the last day of the 12th month following the date of the Participant’s death unless the Committee earlier determines that all or part of the unvested portion of the Option will become vested as the date of the Participant’s death and/or will continue to vest following the death of the Participant, in which case the Shares covered by the unvested portion of the Option will not revert to the Plan until the vesting of those Shares is no longer possible. If the Option is not so exercised within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
Retirement. Upon retirement at or after the age of 60, with no intention to continue to provide services, whether as an employee, director, independent contractor or otherwise, to any other person or entity and with the intention of concluding the Employee or Director’s working or professional career, an option is exercisable for 24 months following retirement or such other period as set forth in the option agreement. If, on the date of retirement, a participant is not fully vested, the shares covered by the unvested portion will revert to the Plan unless the Committee has determined that all or part of the unvested portion of the Option will continue to vest following termination of Service, in which case the Shares covered by the portion of the Option that will continue to vest will not revert to the Plan until the vesting of those Shares is no longer possible. If after termination of Service, the Participant does not exercise his or her Option within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the plan.
Other Provisions. The stock option agreement for each option grant may contain other terms, provisions and conditions not inconsistent with the Plan, as may be determined by the Committee.
Restricted Stock Units
The Committee may grant RSUs under the Plan with such terms and conditions as the Committee shall determine. Each RSU represents the right to acquire a share of our common stock in the future, with the future delivery of the shares subject to a risk of forfeiture or other restrictions that will lapse upon the satisfaction of one or more specified conditions. A participant may not vote the shares represented by an RSU, but an RSU award may provide a participant with the right to receive dividend equivalent payments with respect to the common stock subject to the award (both before and after such common stock is vested).
Terms and Conditions of Stock Purchase Rights
Rights to Purchase. Stock purchase rights may be issued either alone, in addition to, or in tandem with, other awards granted under the Plan and/or cash awards made outside of the Plan.
Right of Repurchase. Unless the Committee determines otherwise, the stock purchase agreement will grant us the right to repurchase the stock sold upon the termination of the participant’s service to us or upon the failure to satisfy any performance objectives or other conditions specified in the stock purchase agreement. The repurchase price will be the purchase price paid by the participant or the purchase price for Restricted Shares repurchased pursuant to the Right of Repurchase shall be the purchase price paid by the Purchaser or such other price determined by the Committee and set forth in the Stock Purchase Agreement, and may be paid by cancellation of any indebtedness of the Purchaser to the Company. The repurchase right will lapse upon such conditions or at such rate as the Committee may determine and set forth in the stock purchase agreement.
Other Stock-Based Awards
The Committee will have the right to grant other awards based upon our common stock, having such terms and conditions as the Committee may determine, including the grant of shares based upon certain conditions, the grant of securities convertible into common stock and the grant of stock appreciation rights.
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Adjustments
Changes in Capitalization. In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of common stock other than a normal cash dividend, (1) the number and class of securities available under the Plan, (2) the per-participant limit and the non-employee director limit, (3) the number and class of securities and exercise price per share subject to each outstanding award, (4) the price per share at which outstanding restricted shares may be repurchased, and (5) the terms of each other outstanding award shall be appropriately adjusted (or substituted awards may be made, if applicable) to the extent that the administrator of the Plan shall determine, in good faith, is necessary and appropriate.
Dissolution or Liquidation. The Committee in its discretion may provide for a participant to have the right to exercise his or her award until 15 days prior to any dissolution or liquidation of Pegasystems. To the extent not previously exercised, an award will terminate immediately prior to the consummation of any proposed dissolution or liquidation.
Sale of the Company. Except as otherwise provided in any stock option agreement, stock purchase agreement, RSU agreement or other document evidencing such rights, in the event a third party acquires a majority of the voting power of Pegasystems, whether through the sale of substantially all our assets, the sale of our voting securities or a merger or consolidation, the Committee, in its discretion, may provide for the assumption, substitution or adjustment of each outstanding award, accelerate the vesting of options or RSUs and terminate any restrictions on stock awards, or cancel awards for a cash payment to the participant.
Limits on Transferability
An ISO granted under the Plan may not be transferred during a participant’s lifetime and will not be transferable other than by will or by the laws of descent and distribution following the participant’s death. With the permission of the Committee, NSOs, stock purchase rights, RSUs or shares granted under the Plan may be assigned during a participant’s lifetime to members of the participant’s family or to a trust established for such family members or the participant’s former spouse, including any life partner or similar statutorily-related domestic partner pursuant to the participant’s estate plan or pursuant to a domestic relations order.
Amendment and Termination
Our Board may at any time amend, alter, suspend or terminate the Plan. The Board will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with applicable laws. Except as otherwise provided in the Plan, no amendment, alteration, suspension or termination of the Plan shall materially and adversely impair the rights of any participant, unless mutually agreed in writing.
Federal Income Tax Consequences
Incentive Stock Options (“ISOs”)
The following general rules are applicable under current United States federal income tax law to ISOs granted under the Plan:
1.In general, no taxable income results to the optionee upon the grant of an ISO or upon the exercise of the ISO, and no corresponding federal tax deduction is allowed to the Company upon either grant or exercise of an ISO.
2.If shares acquired upon exercise of an ISO are not disposed of within (i) two years following the date the option was granted or (ii) one year following the date the shares are issued to the optionee pursuant to the ISO exercise (the “Holding Periods”), the difference between the amount realized on any subsequent disposition of the shares and the exercise price will generally be treated as long-term capital gain or loss to the optionee.
3.If shares acquired upon exercise of an ISO are disposed of before the Holding Periods are met (a “Disqualifying Disposition”), then in most cases the lesser of (i) any excess of the fair market value of the shares at the time of exercise of the ISO over the exercise price or (ii) the actual gain on disposition will be treated as compensation to the optionee and will be taxed as ordinary income in the year of such disposition.
4.In any year that an optionee recognizes ordinary income as the result of a Disqualifying Disposition, the Company generally should be entitled to a corresponding deduction for federal income tax purposes.
5.Any excess of the amount realized by the optionee as the result of a Disqualifying Disposition over the sum of (i) the exercise price and (ii) the amount of ordinary income recognized under the above rules will be treated as capital gain to the optionee.
6.Capital gain or loss recognized by an optionee upon a disposition of shares will be long-term capital gain or loss if the optionee’s holding period for the shares exceeds one year.
7.An optionee may be entitled to exercise an ISO by delivering shares of the Company’s common stock to the Company in payment of the exercise price, if so provided by the Committee. If an optionee exercises an ISO in such fashion, special rules will apply.
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8.In addition to the tax consequences described above, the exercise of an ISO may result in additional tax liability to the optionee under the alternative minimum tax rules. The Code provides that an alternative minimum tax (at a maximum rate of 28%) will be applied against a taxable base which is equal to “alternative minimum taxable income” reduced by a statutory exemption. In general, the amount by which the value of the common stock received upon exercise of the ISO exceeds the exercise price is included in the optionee’s alternative minimum taxable income. A taxpayer is required to pay the higher of his or her regular tax liability or the alternative minimum tax. A taxpayer that pays alternative minimum tax attributable to the exercise of an ISO may be entitled to a tax credit against his or her regular tax liability in later years.
9.Special rules apply if the stock acquired is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% shareholders.
Nonstatutory Stock Options (“NSOs”)
The following general rules are applicable under current federal income tax law to NSOs granted under the Plan:
1.The optionee generally does not realize any taxable income upon the grant of an NSO, and the Company is not allowed a federal income tax deduction by reason of such grant.
2.The optionee generally will recognize ordinary income at the time of exercise of an NSO in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price.
3.When the optionee sells the shares acquired pursuant to an NSO, he or she generally will recognize a capital gain or loss in an amount equal to the difference between the amount realized upon the sale of the shares and his or her basis in the shares (generally, the exercise price plus the amount taxed to the optionee as ordinary income). If the optionee’s holding period for the shares exceeds one year, such gain or loss will be a long-term capital gain or loss.
4.The Company generally should be entitled to a corresponding tax deduction for federal income tax purposes when the optionee recognizes ordinary income.
5.An optionee may be entitled to exercise an NSO by delivering shares of the Company’s common stock to the Company in payment of the exercise price, if so provided by the Committee. If an optionee exercises an NSO in such fashion, special rules will apply.
6.Special rules apply if the stock acquired is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% shareholders.
Awards and Purchases
The following general rules are applicable under current federal income tax law to awards of RSUs or the granting of opportunities to make direct stock purchases under the Plan:
1.The recipient of RSUs will not recognize taxable income at the time of a grant of an RSU, and the Company will not be entitled to a tax deduction at that time. The recipient will recognize compensation taxable as ordinary income, however, at the time of the settlement of the award, equal to the fair market value of any shares delivered and the amount of cash paid.
2.The purchaser of unrestricted shares will recognize compensation taxable as ordinary income at the time of the grant, equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares.
3.The purchaser of restricted shares will not recognize taxable income at the time of a grant of shares of restricted shares, and the Company will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at that time. If that election is made, the participant will recognize compensation taxable as ordinary income at the time of the grant, equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income at the time the restrictions lapse, in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares.
4.In addition, a participant receiving dividends with respect to restricted shares for which the above-described election has not been made, and prior to the time the restrictions lapse, will recognize compensation taxable as ordinary income rather than dividend income.
Other Tax Considerations
A participant who receives accelerated vesting, exercise or payment of awards contingent upon or in connection with a change of control may be deemed to have received an “excess parachute payment” under Section 280G of the Code. In such event, the participant may be subject to a 20% excise tax and the Company may be denied a tax deduction for such payments.
It is the intention of the Company that awards will comply with Section 409A of the Code regarding nonqualified deferred compensation arrangements or will satisfy the conditions of applicable exemptions. However, if an award is subject to and fails to comply with the requirements of Section 409A, the participant may recognize ordinary income on the amounts deferred under the award, to the extent vested, prior to the time when the compensation is received. In addition, Section 409A imposes a 20% penalty tax, as well as interest, on the participant with respect to such amounts.
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The foregoing general tax discussion is intended for the information of the Company’s shareholders considering how to vote with respect to this proposal, and not as tax guidance to participants in the Plan.
PROPOSAL 4 - APPROVAL OF THE AMENDMENT TO OUR RESTATED ARTICLES OF ORGANIZATION
On February 6, 2025, our Board of Directors unanimously voted to recommend to our shareholders that our Restated Articles of Organization be amended to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 shares. The proposed amendment would change Articles III and IV of our Restated Articles of Organization such that references to “200,000,000” shares would be changed to “400,000,000” shares.
Accordingly, Article III would be replaced with the following:
“The total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue is 400,000,000 shares of Common Stock, $.01 par value per share (the “Common Stock”), and 1,000,000 shares of Preferred Stock, $.01 par value per share (the “Preferred Stock”).
Similarly, the first sentence of Article IV, section 1 would be replaced with the following:
“The Corporation shall have the authority to issue 400,000,000 shares of Common Stock.”
As of March 31, 2025, there were 85,562,462 shares of our common stock outstanding, approximately 19.4 million shares reserved for issuance under our 2004 Long-Term Incentive Plan (the “Plan”), and approximately 0.8 million shares reserved for issuance under our 2006 Employee Stock Purchase Plan (the “ESPP”). As previously announced, subject to approval by our shareholders of this proposal, on June 20, 2025, the Company will effectuate a 2:1 forward stock split through a stock dividend. If the proposal is not approved, there would not be sufficient authorized shares to implement the 2:1 forward stock split. If the proposal is approved, the ratio to authorized shares subsequent to the forward stock split would be unchanged from what exists currently. Our Board of Directors believes that this relative amount of shares available for issuance is desirable to allow us to provide shares for issuance in connection with possible future financings, joint ventures, acquisitions, stock splits, stock dividends or other general corporate purposes. In any such event, the ability of the Board to take timely advantage of market conditions and/or the availability of favorable financing and acquisition opportunities without delay would be severely hampered unless the number of authorized but unissued shares is adequate to meet our needs. If the amendment is adopted by our shareholders, our Board of Directors will have authority to issue shares of common stock without the necessity of future shareholder action, except as may be required by law or Nasdaq rules. Other than the previously disclosed 2:1 forwards stock split, we have no specific current plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares of common stock, although we expect that some of those shares will underlie grants made from time to time under the Plan and the ESPP.
The issuance of additional shares of common stock separate from the previously disclosed 2:1 forward stock split, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, would have the effect of diluting our current stockholders and could have the effect of making it more difficult for a third party to acquire, or discouraging a third party from attempting to acquire, control of Pegasystems. Such additional shares could be issued by the Board in a public or private sale, merger, or similar transaction, increasing the number of outstanding shares and thereby diluting the equity interest and voting power of a party attempting to obtain control of Pegasystems, even if such transaction would be favorable to the interests of the shareholders. We are not aware of any attempts on the part of a third party to effect a change of control of the company, and the amendment has been proposed for the reasons stated above and not for any possible anti-takeover effects it may have. In addition, the Board does not currently contemplate recommending the adoption of any other amendments to our Restated Articles of Organization or any other provisions or the entering into of any other arguments that could be construed as affecting the ability of third parties to take over or to change control of Pegasystems.
In addition, holders of common stock do not have preemptive rights to subscribe to additional securities that we may issue in the future. This means that current shareholders do not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership interest.
The Board of Directors recommends that you vote FOR the approval of the amendment to our Restated Articles of Organization, and proxies solicited by the Board will be voted in favor thereof unless a shareholder has indicated otherwise on the proxy.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of our Compensation Committee for the year ended December 31, 2024 were, and to date are, Sharon Rowlands (Chair), Richard Jones, Dianne Ledingham and Larry Weber. None of the members of our Compensation Committee were, at any time during 2024, an officer or employee of Pegasystems or any of its subsidiaries. Richard Jones served as our President and Chief Operating Officer from October 1999 to September 2002, and was a part-time employee of Pegasystems from July 2002 to July 2007. Neither Dianne Ledingham, Sharon Rowlands, nor Larry Weber has ever been an officer or employee of the Company or any of its subsidiaries. None of the members of our Compensation Committee had any relationship with us during 2024 that was required to be disclosed under Item 404 of Regulation S-K under the Exchange Act.
None of our executive officers served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity, whose executive officers served on our Board of Directors or Compensation Committee.
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and the holders of more than 10% of our common stock, to file reports with the SEC disclosing their ownership of our stock and changes in such ownership. Directors, executive officers, and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on review of our records and written representations by persons required to file these reports, during 2024, all filing requirements under Section 16(a) were complied with in a timely fashion.
COMMITTEE REPORTS
The following reports by our Compensation Committee and Audit Committee shall not be deemed to be (i) “soliciting material,” (ii) “filed” with the SEC, (iii) subject to Regulations 14A or 14C of the Exchange Act, or (iv) subject to the liabilities of Section 18 of the Exchange Act. The reports shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent we specifically incorporate any such report by reference into such filing.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and, based on such review and discussion, recommended to the Board of Directors its inclusion in this proxy statement.
Compensation Committee:
Sharon Rowlands, Chair
Richard Jones
Dianne Ledingham
Larry Weber
Richard Jones
Dianne Ledingham
Larry Weber
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees our accounting and financial reporting process and the audits of our financial statements on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. The primary duties and responsibilities of the Audit Committee are to: (1) select and engage our independent registered public accounting firm; (2) serve as an independent and objective party to monitor our internal controls over financial reporting and disclosure controls; (3) review and appraise the audit efforts of our independent registered public accounting firm and internal audit functions; (4) review the independent registered public accounting firm’s fees; (5) ensure professional handling of employee complaints through our hotline process for the reporting of concerns regarding questionable accounting or auditing matters which is monitored by our compliance team; and (6) provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, and the Board of Directors. The Audit Committee is also responsible for overseeing legal compliance and risk management matters, including our Code of Conduct.
The Audit Committee consists of three members, each of whom is an “independent director” as defined by Nasdaq Rule 5605(c)(2). The Board of Directors has determined that the members of the Audit Committee satisfy the requirements of the Nasdaq Rules as to independence, financial sophistication, and expertise. In addition, the Board of Directors has determined that Christopher Lafond is an “audit committee financial expert” as defined by SEC rules. The Audit Committee operates under a written charter, approved by the Board of Directors, which was last reviewed and amended by the Audit Committee in February 2025 in connection with the Audit Committee establishing a Risk Sub-Committee to serve as the primary vehicle for the Board of Directors and Audit Committee oversight of the execution of the enterprise risk management at the Company. The Risk Sub-Committee is responsible for reviewing the risk management policies and procedures of the Company, overseeing and monitoring the operating of the Company’s risk management framework, and identifying material risks relating to the Company’s compliance with applicable regulations.
In fulfilling its oversight responsibilities regarding our 2024 financial statements, the Audit Committee reviewed and discussed with management the audited financial statements in the Annual Report, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee’s review included discussion with the independent registered public accounting firm of matters required to be discussed pursuant to Auditing Standard No. 1301 – Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (United States), and SEC Regulation S-X Rule 2-07, including the process used by management in formulating particularly sensitive accounting estimates (including significant tax positions) and the basis for the conclusions of the independent registered public accounting firm regarding the reasonableness of those estimates.
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The Audit Committee reviewed and discussed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America, their judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (United States) and the requirements of the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence from management and Pegasystems, consistent with the applicable requirements of the Public Company Accounting Oversight Board.
The Audit Committee discussed with our independent registered public accounting firm the overall scope and plans for its audits in 2024. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its audits, the understanding of our internal controls, and the overall quality of our financial reporting. The Audit Committee held four meetings during 2024.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Audit Committee has also selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Audit Committee:
Christopher Lafond, Chair
Peter Gyenes
Larry Weber
Peter Gyenes
Larry Weber
PROPOSAL 5 – RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Deloitte & Touche LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2025. Deloitte & Touche LLP audited our financial statements for the fiscal year ended December 31, 2024. Although shareholder approval of the selection of Deloitte & Touche LLP is not required by law, our Board of Directors believes that it is advisable to give shareholders the opportunity to ratify this selection. We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, with the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from shareholders.
The Board of Directors recommends that you vote FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm, and proxies solicited by the Board of Directors will be voted in favor thereof unless a shareholder has indicated otherwise on the proxy.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
Deloitte & Touche LLP, independent registered public accounting firm, audited our financial statements for the fiscal years ended December 31, 2024 and December 31, 2023.
The following table shows the fees for audit and other services provided by Deloitte & Touche LLP:
| (in thousands) | 2024 | 2023 | |||||||||
Audit fees(1) | $ | 3,295 | $ | 3,215 | |||||||
Tax fees(2) | 369 | 253 | |||||||||
All other fees(3) | 344 | 254 | |||||||||
| $ | 4,008 | $ | 3,722 | ||||||||
(1) Represents fees billed for professional services provided in connection with the annual audit, including the audit of internal control over financial reporting, the reviews of our quarterly reports on Form 10-Q, consents, assistance with the review of documents filed with the SEC, and statutory audits required internationally.
(2) Represents fees billed in the applicable year for tax compliance, tax advice, and tax planning services.
(3) Represents fees billed in connection with Pega Cloud information security assessment and audit services in Japan and for the subscription to an online accounting research tool.
AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES
Our Audit Committee pre-approves all services provided by our independent registered public accounting firm, for the purpose of maintaining the independence of our independent registered public accounting firm, a Public Company Accounting Oversight Board Registered Firm. For audit services, each year the independent registered public accounting firm provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be accepted by the Audit
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Committee. The independent registered public accounting firm also submits an audit services fee proposal, which also must be approved by the Audit Committee before the audit commences.
Management also submits to the Audit Committee a description of non-audit services that it recommends the independent registered public accounting firm to perform, and provides an estimate of the fees to be paid for each. Management and the independent registered public accounting firm must each confirm to the Audit Committee that the performance of the non-audit services would not compromise the independence of the auditors and would be permissible under all applicable legal requirements. The Audit Committee must approve both the non-audit services and the budget for each such service before commencement of the work. Management and the independent registered public accounting firm report to the Audit Committee periodically as to the non-audit services actually provided by the independent registered public accounting firm and the approximate fees incurred by us for those services.
All audit and non-audit services provided by Deloitte & Touche LLP in 2024 and 2023 were pre-approved by the Audit Committee.
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APPENDIX A
PEGASYSTEMS INC. 2004 LONG-TERM INCENTIVE PLAN
(as amended and restated and adopted by the Board on April 6, 2025, and approved by the shareholders on June XX, 2025)
1.Purposes of the Plan. The purposes of this 2004 Long-Term Incentive Plan, as amended and restated, are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company’s business. Options, Stock Purchase Rights, Restricted Stock Units, and other stock-based awards may be granted under the Plan.
2.Definitions. As used herein, the following definitions shall apply:
a.“Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.
b.“Award” means any Option, Stock Purchase Right, Restricted Stock Unit, or other stock-based award granted pursuant to the Plan.
c.“Board” means the Board of Directors of the Company, as constituted from time to time.
d.“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto. Reference to any particular Code section shall include any successor section.
e.“Committee” means a committee of Directors appointed by the Board in accordance with Section 5(a) hereof.
f.“Common Stock” means the Common Stock, $0.01 par value per share, of the Company.
g.“Company” means Pegasystems Inc., a Massachusetts corporation.
h.“Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services to a Related Company; (ii) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for a Related Company’s securities; and the consultant or adviser is a natural person who has contracted directly with a Related Company to render such services.
i.“Director” means a member of the Board.
j.“Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code.
k.“Employee” means any person, including Officers and Directors, employed by a Related Company who is subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. An Employee shall not cease to be an Employee in the case of (i) any leave of absence approved by a Related Company or (ii) transfers between locations of a Related Company or between the Related Companies, or any successor. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of leave of absence approved by the Related Company is not so guaranteed, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option on the first day immediately following the date that is six (6) months after such leave commenced and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a Director’s fee by the Company shall be sufficient to constitute “employment” by the Company.
l.“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. Reference to any particular Exchange Act section shall include any successor section.
m.“Exercise Price” or “Purchase Price” means the per Share price to be paid by a Participant or Purchaser to exercise an Option or Stock Purchase Right.
n.“Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:
i.If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market or the Nasdaq Global Market or the Nasdaq Capital Market of the Nasdaq Stock Market (“Nasdaq”), (a) for purposes of determining the exercise price of an Option on the date of grant, Fair Market Value shall be the closing price (excluding “after hours” trading) for a share of such stock on that day (or, if the Common Stock is not traded on that day, on the last trading day preceding such date), and (b) for all other purposes, Fair Market Value shall be the closing price (excluding “after hours” trading) for a share of such stock on the last trading day preceding such date, in each case as reported in The Wall Street Journal or such other source as the Committee deems reliable;
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ii.If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, (a) for purposes of determining the exercise price of an Option on the date of grant, Fair Market Value shall be the mean between the highest bid and lowest asked prices (excluding “after hours” trading) for a share of the Common Stock on that day (or, if there are no quotes for that day, on the last day preceding such date for which quotes were available), and (b) for all other purposes, Fair Market Value shall be the mean between the highest bid and lowest asked prices (excluding “after hours” trading) for a share of the Common Stock on the last day preceding such date; or
iii.In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Committee.
o.“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and which is designated as an Incentive Stock Option by the Committee.
p.“Nonstatutory Stock Option” means an Option (or portion thereof) that is not designated as an Incentive Stock Option by the Committee, or which is designated as an Incentive Stock Option by the Committee but fails to qualify as an incentive stock option within the meaning of Section 422 of the Code.
q.“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
r.“Option” means a stock option granted pursuant to the Plan.
s.“Option Exchange Program” means a program whereby outstanding Options are exchanged for Options with a lower Exercise Price.
t.“Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase Right.
u.“Parent” means a “parent corporation,” whether now or hereafter existing, as a defined in Section 424(e) of the Code.
v.“Participant” means the holder of an outstanding Award.
w.“Plan” means this 2004 Long-Term Incentive Plan, as amended from time to time.
x.“Purchased Shares” means the shares of Common Stock purchased by a Participant pursuant to the Participant’s exercise of an Award.
y.“Purchaser” means a Participant exercising an Option or Stock Purchase Right.
z.“Related Company” means and includes the Company and the Parent and any Subsidiaries of the Company.
aa.“Restricted Shares” means unvested shares of Common Stock acquired pursuant to the exercise of an Award which are subject to a Right of Repurchase.
ab.“Restricted Stock Units” means the right to acquire Shares in the future, with the future delivery of the Shares subject to a risk of forfeiture or other restrictions that will lapse upon the satisfaction of one or more specified conditions.
ac.“Restricted Stock Units Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a grant of Restricted Stock Units. A Restricted Stock Units Agreement is subject to the terms and conditions of the Plan.
ad.“Retirement” means retirement of an Employee or Director from active employment or service with any Related Company after having attained age 60, with no intention to continue to provide services, whether as an employee, director, independent contractor or otherwise, to any other person or entity and with the intention of concluding the Employee or Director’s working or professional career.
ae.“Right of Repurchase” means the right of the Company to repurchase Restricted Shares issued pursuant to any Award.
af.“Sale of the Company” means (i) a sale of substantially all of the assets of the Company, or (ii) either (x) a sale or transfer of voting securities of the Company to an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), in one transaction or a series of related transactions, or (y) a consolidation or merger of the Company, in each case, as a result of which the beneficial holders of a majority of the voting power of the Company’s voting securities entitled to vote generally in the election of directors (“Voting Power”) prior to such transaction do not, directly or indirectly, beneficially hold a majority of the Voting Power (or of the voting power of the surviving or acquiring entity) after such transaction.
ag.“Section 16(b)” means Section 16(b) of the Exchange Act.
ah.“Service” means the Participant’s performance of services for a Related Company in the capacity of an Employee, Director or Consultant.
ai.“Service Provider” means an Employee, Director or Consultant.
aj.“Share” means a share of the Common Stock, as adjusted in accordance with Section 12 hereof.
ak.“Stock Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. A Stock Option Agreement is subject to the terms and conditions of the Plan.
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al.“Stock Purchase Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Purchase Right. A Stock Purchase Agreement is subject to the terms and conditions of the Plan.
am.“Stock Purchase Right’ means the right of a Participant to purchase Common Stock pursuant to Section 10 hereof.
an.“Subsidiary” means “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
ao.“10% Stockholder” means the owner of stock (as determined under Section 424(d) of the Code) possessing more than ten percent (10%) of the voting power of all classes of stock of a Related Company.
3.Effective Date and Term of Plan. The Plan (as amended and restated herein) shall become effective upon the requisite approval thereof by the Company’s stockholders at a meeting thereof at which a quorum is present. No Awards shall be granted under the Plan after June 17, 2035 (the tenth anniversary of such stockholder approval) and no grants of Incentive Stock Options may be made hereunder after April 6, 2035 (the tenth anniversary of the Board approval of the Plan), but in all cases Awards previously granted may extend beyond that date.
4.Stock Subject to the Plan.
a.Number of Shares. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to Awards and issued under the Plan is 52,000,000 Shares. The Shares may be authorized but unissued shares or treasury shares. If an Award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grantor sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Award, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Restricted Shares are forfeited and repurchased by the Company at not more than their Exercise Price, such Shares shall become available for future Awards under the Plan. Shares which are delivered by the Participant or withheld by the Company upon the exercise of an Option under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of this Section 4(a). Notwithstanding the provisions of this Section 4(a), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an Incentive Stock Option under Section 422 of the Code. Subject to adjustment under Section 12, no more than 52,000,000 shares shall be available for issuance as Incentive Stock Options under the Plan.
b.Per-Participant Limit. No Participant may be granted Awards in any one fiscal year of the Company to purchase or otherwise acquire more than 3,000,000 Shares.
c.Non-Employee Director Limit. Notwithstanding anything in Section 4(b) to the contrary, the maximum number of Shares subject to Awards granted under this Plan or any other equity plan maintained by the Company during a single fiscal year of the Company to any Director who is not an Employee of the Company, taken together with any cash fees paid to such Director during the fiscal year, may not exceed $500,000 in total value. The value of any Award for purposes of this Section 4(c) shall be determined by reference to the grant date fair value of such Award used by the Company for financial reporting purposes and shall exclude the value of any dividends or dividend equivalents paid pursuant to an Award granted in a prior fiscal year.
5.Administration of the Plan.
a.Administration by Committee. The Plan will be administered by a committee (the “Committee”) composed solely of two (2) or more members of the Board that satisfy the independence requirements of the applicable national securities exchange which serves as the principal trading market for the Common Stock and of other Applicable Laws; provided, however, that unless otherwise prohibited by Applicable Law the Board, acting through a majority of its independent directors, may itself exercise any or all of the powers and responsibilities assigned to the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder. Unless the Board shall determine otherwise, and to the extent necessary to comply with Applicable Law, each member of the Committee shall also satisfy the requirements of a “non-employee Director” for purposes of Rule16b-3 of the Exchange Act. The Board may designate one or more directors as a subcommittee who may act for the Committee if necessary to satisfy the requirements of this Section 5(a).
b.General Powers of the Committee. The Committee shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Committee shall be made in the Committee’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. To the extent permitted by applicable law, the Committee may delegate to one or more employees of the Company the power to grant Awards and exercise such other powers under the Plan as the Committee may determine; provided, however, that the Committee shall fix the maximum number of shares issuable to any one Participant pursuant to Awards granted by such employee. No director or person acting pursuant to the authority delegated by the Committee shall be liable for any action or determination relating to or under the Plan made in good faith.
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c.Other Powers of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority in its discretion:
i.to determine the Fair Market Value;
ii.to select the Service Providers to whom Awards may from time to time be granted hereunder;
iii.to determine the number of Shares to be covered by each Award granted hereunder;
iv.to approve forms of agreement for use under the Plan;
v.to determine the terms and conditions of any Award granted hereunder. Such terms and conditions include, but are not limited to, the Exercise Price or Purchase Price, the time or times when an Award may be exercised (which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee, in its sole discretion, shall determine;
vi.to determine whether and under what circumstances an Award may be settled in cash instead of Common Stock;
vii.to reduce the Exercise Price or Purchase Price of any Award to the then current Fair Value Market if the Fair Market Value of the Common Stock covered by such Award has declined since the date the Award was granted (with stockholder approval);
viii.to initiate an Option Exchange Program (with stockholder approval);
ix.to prescribe, amend and rescind rules and regulations relating to the Plan; and
x.to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan.
6.Option Eligibility.
a.Nonstatutory Stock Options, Stock Purchase Rights, Restricted Stock Units and other stock-based awards (other than Incentive Stock Options) may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
b.Each Option shall be designated in the Stock Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Related Companies) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(b), Incentive Stock Options shall be taken into account in the order in which they were granted, except as otherwise provided in the Code or regulations issued thereunder. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.
7.Term of Option. The term of each Option shall be stated in the Stock Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a 10% Stockholder, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Stock Option Agreement.
8.Option Exercise Price and Consideration.
a.The Exercise Price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Committee; provided, however, that in the case of an Incentive Stock Option granted to a 10% Stockholder, the Exercise Price shall be no less than 110% of the Fair Market Value per Share on the date of grant, and provided further that in the case of an Incentive Stock Option granted to any other Employee, the Exercise Price shall be no less than 100% of the Fair Market Value per Share on the date of grant.
b.The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Committee (and, in the case of an Incentive Stock Option, shall be determined at the time of grant and set forth in the Stock Option Agreement). Such consideration may consist of (i) cash or a check payable to the Company; (ii) a promissory note of the Participant; (iii) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; (iv) when the Common Stock is registered under the Exchange Act, consideration received by the Company under a “net exercise” arrangement pursuant to which the number of Shares issued to the Participant in connection with the Participant’s exercise of the Option is reduced by the Company’s retention of a portion of the Shares otherwise issuable in connection with such exercise having a Fair Market Value (determined as of the date of the exercise notice) equal to the aggregate exercise price of the Shares as to which such Option is being exercised; or (v) any combination of the foregoing methods of payment.
9.Exercise of Option.
a.Procedure for Exercise. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Committee and set forth in the Stock Option Agreement. Unless the Committee provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.
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b.An Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the Stock Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Stock Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and the Participant’s spouse, including any life partner or similar statutorily-recognized domestic partner.
c.Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and sale under the Option, by the number of Shares as to which the Option is exercised.
d.Termination of Service. If a Participant terminates Service other than by reason of the Participant’s death, Disability or Retirement, such Participant may exercise the Participant’s Option within such period of time as is specified in the Stock Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Stock Option Agreement). In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for three months following the Participant’s termination of Service. If, on the date of termination, the Participant is not vested as to the Participant’s entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan unless the Committee has determined that all or part of the unvested portion of the Option will continue to vest following termination of Service, in which case the Shares covered by the portion of the Option that will continue to vest will not revert to the Plan until the vesting of those Shares is no longer possible. If, after termination of Service, the Participant does not exercise the Participant’s Option within the time specified by the Committee in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
e.Disability of Participant. If a Participant terminates Service as a result of the Participant’s Disability, the Participant may exercise the Participant’s Option within such period of time as is specified in the Stock Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement). In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for 24 months following the Participant’s termination of Service as the result of the Participant’s Disability. If, on the date of termination of Service, the Participant is not vested as to the Participant’s entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan unless the Committee has determined that all or part of the unvested portion of the Option will continue to vest following termination of Service, in which case the Shares covered by the portion of the Option that will continue to vest will not revert to the Plan until the vesting of those Shares is no longer possible. If, after termination of Service, the Participant does not exercise the Participant’s Option within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
f.Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Stock Option Agreement to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement) by the Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for 24 months following the Participant’s termination of Service because of death. If, at the time of death, the Participant is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan on the last day of the 12th month following the date of the Participant’s death unless the Committee earlier determines that all or part of the unvested portion of the Option will become vested as of the date of the Participant’s death and/or will continue to vest following the death of the Participant, in which case the Shares covered by the unvested portion of the Option will not revert to the Plan until the vesting of those Shares is no longer possible. If the Option is not so exercised within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
g.Retirement of Participant. If a Participant terminates Service as a result of Retirement, the Participant may exercise the Participant’s Option within such period of time as is specified in the Stock Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Stock Option Agreement). In the absence of a specified time in the Stock Option Agreement, the Option shall remain exercisable for 24 months following the Participant’s termination of Service as the result of the Participant’s Retirement. If, on the date of termination of Service, the Participant is not vested as to the Participant’s entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan unless the Committee has determined that all or part of the unvested portion of the Option will continue to vest following termination of Service, in which case the Shares covered by the portion of the Option that will continue to vest will not revert to the Plan until the vesting of those Shares is no longer possible. If, after termination of Service, the Participant does not exercise the Participant’s Option within the time specified in the Stock Option Agreement, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
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h.Unvested Shares. The Committee shall have the discretion to grant Options which are exercisable for Restricted Shares. Should the Participant terminate Service or fail to satisfy performance objectives while holding such Restricted Shares, the Company shall have a Right of Repurchase, at the Exercise Price paid per Share or such other price determined by the Committee and set forth in the Stock Option Agreement, with respect to any or all of those Restricted Shares. The terms upon which such Right of Repurchase shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased Shares) shall be established by the Committee and set forth in the Stock Option Agreement or other document evidencing such repurchase right.
i.Automatic Extension of Post-Termination Exercise Periods. The period of time during which a Participant may exercise an Option after the Participant terminates Service pursuant to this Section 9 or as specified in any Stock Option Agreement (the “Post-Termination Exercise Period”) shall be extended by the amount of time, if any, during the Post-Termination Exercise Period when the effectiveness of any registration statement covering the issuance of Shares under the Plan is suspended for any reason; provided, however, that in no event shall the Post-Termination Exercise Period be extended beyond the expiration of the stated term of the Option.
10.Stock Purchase Rights, Restricted Stock Units and Other Stock-Based Awards.
a.Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan. After the Committee determines that it will offer Stock Purchase Rights under the Plan, it shall advise the Participant in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (including par value) if any, and the time within which such person must accept such offer.
b.Company Right of Repurchase. Unless the Committee determines otherwise, the Stock Purchase Agreement shall grant the Company a Right of Repurchase exercisable upon the termination of the Purchaser’s Service with the Company for any reason (including death or disability) or upon the failure to satisfy any performance objectives or other conditions specified in the Stock Purchase Agreement. Shares issued as Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of, except by will or the laws of descent and distribution, or as otherwise determined by the Committee in the Stock Purchase Agreement, for such period as the Committee shall determine. The purchase price for Restricted Shares repurchased pursuant to the Right of Repurchase shall be the purchase price paid by the Purchaser or such other price determined by the Committee and set forth in the Stock Purchase Agreement, and may be paid by cancellation of any indebtedness of the Purchaser to the Company. The Right of Repurchase shall lapse upon such conditions or at such rate as the Committee may determine and set forth in the Stock Purchase Agreement.
c.Each certificate for Restricted Shares shall bear an appropriate legend referring to the Right of Repurchase and other restrictions and shall be deposited by the stockholder with the Company together with a stock power endorsed in blank. Any attempt to dispose of Restricted Shares in contravention of the Right of Repurchase and other restrictions shall be null and void and without effect. If Restricted Shares shall be repurchased by the Company pursuant to the Right of Repurchase, the stockholder shall forthwith deliver to the Company the certificates for the Restricted Shares, accompanied by such instrument of transfer, if any, as may reasonably be required by the Company. If the Company does not exercise its Right of Repurchase, such Right of Repurchase shall terminate and be of no further force and effect.
d.The Committee may in its discretion waive the surrender and cancellation of one or more Restricted Shares (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule or other conditions applicable to those Restricted Shares. Such waiver shall result in the immediate vesting of the Purchaser’s interest in the Restricted Shares as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Purchaser’s termination of Service or the attainment or non-attainment of the applicable conditions.
e.Other Provisions. The Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee in its sole discretion.
f.Restricted Stock Units. The Committee may also grant Restricted Stock Units with such terms and conditions as the Committee shall determine. A Participant may not vote the Shares represented by a Restricted Stock Unit, but (notwithstanding Section 13(c) of the Plan to the contrary) a Restricted Stock Unit Award may provide a Participant with the right to receive dividend equivalent payments with respect to the Common Stock subject to the Award (both before and after such Common Stock is vested).
g.Other Stock-Based Awards. The Committee shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Committee may determine, including the grant of Shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights.
11.Performance-Based Awards.
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a.General. Subject to the terms of the Plan, the Committee shall have the authority to establish and administer performance-based grant, exercise, and/or vesting conditions and Performance Goals (as defined in Section 11(b) below) with respect to such Awards as it considers appropriate, which Performance Goals must be satisfied, as determined by the Committee, before the Participant receives or retains an Award or before the Award becomes exercisable or nonforfeitable, as the case may be. Prior to a Sale of the Company, the Committee may exercise its discretion in a uniform and non-discriminatory manner for similarly-situated Participants to reduce or increase any Award otherwise payable under this Plan in accordance with objective or subjective factors if necessary or appropriate to limit the amount payable under an Award to an amount consistent with the purposes of the Plan and the intended economic benefits of participation in the Plan. The Committee’s determination will be final and conclusive.
b.Performance Goals. Performance goals (the “Performance Goals”) , may consist of any business criteria or other measures of performance as may be deemed appropriate by the Committee, including, but not limited to the following: (i) earnings per share (on a fully diluted or other basis), (ii) pretax or after tax net income, (iii) operating income, (iv) gross revenue, (v) profit margin, (vi) stock price targets or stock price maintenance, (vii) working capital, (viii) free cash flow, (ix) cash flow, (x) return on equity, (xi) return on capital or return on invested capital, (xii) earnings before interest, taxes, depreciation, and amortization (EBITDA), (xiii) economic value added, (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, license signings, market penetration, geographic business expansion goals, cost targets, or objective goals relating to acquisitions or divestitures or other operational goals, (xv) total shareholder return, (xvi) strategic business criteria, which may include one or more objectives based on meeting specified revenue, annual contract value, market penetration, geographic business expansion goals, cost targets, or objective goals relating to reorganizations, acquisitions, divestitures, market share, debt reduction, customer growth, long-term client value growth, research and development achievements, regulatory compliance and achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents), strategic partnerships or transactions and co-development, co-marketing, profit sharing, joint venture or other similar arrangements, implementation, completion or attainment of measurable objectives with respect to research, development; (xvii) other measures (including, but not limited to, gross profits, economic profit, comparisons with various stock market indices, cost of capital or assets under management, improvements in capital structure, days sales outstanding, sales performance, sales quota attainment, cross-sales, recurring sales, one-time sales, net new sales, cancellations, retention rates, new benchmark mandates, new exchange traded fund launches, financing and other capital raising transactions (including sales of the Company’s equity or debt securities); factoring transactions; sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally; or through partnering transactions); or (xviii) any combination of these measures as determined by the Committee.
c.Each Performance Goal may be expressed in absolute and/or relative terms or ratios and may be based on or use comparisons with internal targets, the past performance of the Company (including the performance of one or more Subsidiaries, divisions, platforms, operating units and/or other business unit) and/or the past or current performance of other companies. In the case of earnings-based measures, Performance Goals may use comparisons relating to capital (including, but not limited to, the cost of capital), cash flow, free cash flow, shareholders’ equity and/or shares outstanding, or to assets or net assets.
d.The Committee shall determine the period for which Performance Goals are set and during which performance is to be measured to determine whether a Participant is entitled to payment of an Award under the Plan (the “Performance Period”). Performance Periods may be of varying and overlapping durations, but each such period shall not be less than 12 months.
e.The Committee may specify in an Award that Performance Goals shall be adjusted to include or exclude the effect of: unusual or infrequent events, changes in accounting principles, material litigation, material judgments, material settlements, currency exchange rate fluctuations, changes in corporate tax rates, and the impact of acquisitions, divestitures, and discontinued operations.
12.Adjustments Upon Changes in Capitalization or Dissolution or Sale of the Company.
a.Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the per-Participant limit set forth in Section 4(b) and the Non-Employee Director Limit set forth in Section 4(c), (iii) the number and class of securities and exercise price per share subject to each outstanding Award, (iv) the price per share at which outstanding Restricted Shares may be repurchased pursuant to a Right of Repurchase and (v) the terms of each other outstanding Award shall automatically be proportionately adjusted on a pro rata basis.
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b.Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for a Participant to have the right to exercise the Participant’s Award until 15 days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Committee may provide that any Right of Repurchase applicable to any Restricted Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed dissolution or liquidation of the Company.
c.Sale of the Company. Except as otherwise provided in any Stock Option Agreement, Stock Purchase Agreement, Restricted Stock Unit Agreement or other document evidencing such rights, in the event of a Sale of the Company when any unexercised Award, Restricted Stock Unit, or Restricted Shares remain outstanding, the Committee may in its discretion apply one or more or any combination of the following provisions:
i.the Committee may provide that outstanding Awards or Restricted Shares shall be assumed or an equivalent option, right, unit or restricted stock substituted by the successor entity or a Parent or Subsidiary thereof; or the Committee may, subject to the provisions of clauses (iii) and (iv) below, after the effective date of the Sale of the Company, permit a holder of an Award immediately prior to such effective date, upon exercise or payment of the Award, to receive in lieu of Shares of Common Stock, shares of stock or other securities or consideration as the holders of Common Stock received pursuant to the terms of the Sale of the Company; or
ii.the Committee may waive any discretionary limitations imposed with respect to an Award so that some or all Options, Restricted Stock Units or Stock Purchase Rights, from and after a date prior to the effective date of the Sale of the Company as specified by the Committee, are exercisable or payable in full and any Restricted Shares shall cease to be subject to restrictions in whole or in part; or
iii.the Committee may cause any outstanding Awards to be canceled as of the effective date of the Sale of the Company, provided that notice of cancellation is given to each holder of an Award, and each holder of an Award has the right to exercise the Award in full prior to or contemporaneous with the effective date of such Sale of the Company; or
iv.the Committee may cause any outstanding Awards to be canceled as of the effective date of the Sale of the Company, provided that notice of such cancellation is given to each holder of an Award, and each holder of an Award has the right to exercise the Award, to the extent exercisable in accordance with any limitations imposed thereon, prior to or contemporaneous with the effective date of such Sale of the Company.
13.General Provisions Applicable to Awards. Every Award and all Shares issued pursuant to the Plan shall be subject to the following provisions:
a.Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Committee makes the determination granting such Award, or such other date as is determined by the Committee. The Committee will give notice of the determination to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.
b.No Rights to Employment or Other Status. Neither the Plan nor any Award shall confer upon any Participant any rights with respect to continuing in Service with any Related Company, nor shall the Plan or any Award interfere in any way with the Participant’s right or the Related Company’s right to terminate the Participant’s Service at any time, with or without cause.
c.Rights as a Stockholder. Except as otherwise provided by the Committee with respect to dividend equivalent payments for Restricted Stock Units: (i) until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of an Award; (ii) the Company shall issue (or cause to be issued) the Shares promptly after an Award is duly exercised; and (iii) no adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 hereof.
d.Acceleration. The Committee may at any time provide that any Awards shall become immediately exercisable in full or in part or that any Restricted Shares shall be free of restrictions or conditions in full or in part or otherwise realizable in full or in part, as the case may be.
e.Buyout Provisions. The Committee may at any time and from time to time offer to buy out for a payment in cash or Shares any Award previously granted, based on such terms and conditions as the Committee shall establish and communicate to the holder of such Award at the time such offer is made.
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f.Conditions on Delivery of Shares. The Company shall not be obligated to deliver any Shares pursuant to the Plan or to remove any restrictions from Shares previously delivered under the Plan, until (i) all conditions of the Award have been met or removed to the satisfaction of the Committee, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such Shares have been satisfied in accordance with Applicable Laws; and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of Applicable Laws.
g.Amendment of Award. The Committee may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or different type, changing the expiration date or Exercise Price or Purchase Price, providing for continued vesting of the Award following termination of Service or converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Committee determines that the action would not materially and adversely affect the Participant.
h.Withholding Taxes. Each Participant shall pay to the Company, or make provisions satisfactory to the Committee for payment of, any taxes required by Applicable Laws to be withheld in connection with any Awards to the Participant no later than the date of the event creating the tax liability. Except as the Committee may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by Applicable Laws, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.
i.Cancellation and Forfeiture for Misconduct, Clawback Policy. Notwithstanding the terms of any Award or other provision of the Plan in the event of any Misconduct by the Participant or Purchaser (whether before or after the termination of Service), (i) all Awards granted to the Participant shall be terminated and the holder thereof shall have no further rights thereunder (ii) all Shares then held by the Participant or Purchaser (or any successor) which were acquired by the Participant or Purchaser (or any successor) pursuant to an Award under the Plan shall thereupon be (or revert to being) Restricted Shares and shall be subject to a Right of Repurchase exercisable by the Company and (iii) the Participant or Purchaser (or any successor) shall pay to the Company, within 10 business days of the Company’s request therefor, the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) received by the Participant or Purchaser (or any successor) upon the sale or other disposition of, or distributions in respect of, any Award under the Plan and any Shares acquired in respect thereof. The purchase price for Shares repurchased by the Company pursuant to the Right of Repurchase pursuant to this Section 13(i) shall be equal to the lesser of (i) the purchase price originally paid by the Participant or Purchaser for such Shares or (ii) the Fair Market Value of such Shares as of the date of the repurchase. The following shall constitute “Misconduct” by an Participant or Purchaser: (i) the unauthorized use or disclosure of the confidential information or trade secrets of any Related Company which use or disclosure causes material harm to the Related Company; (ii) conviction of a crime involving moral turpitude, deceit, dishonesty or fraud; (iii) gross negligence or willful misconduct of the Participant or Purchaser with respect to any Related Company; or (iv) the breach by the Participant or Purchaser of any material term of an agreement with a Related Company including covenants not to compete and not to solicit, and provisions relating to confidential information and intellectual property rights. In addition, Awards and Shares (and proceeds therefrom) obtained pursuant to or upon exercise of such Awards are subject to forfeiture, setoff, clawback, recoupment or other recovery if the Committee determines in good faith that such action is required by Applicable Law or Company policy as amended from time to time.
j.Limits on Transferability of Awards. An Incentive Stock Option shall be exercisable only by the participant during the Participant’s lifetime and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Participant’s death. With the permission of the Committee, a Nonstatutory Stock Option, Stock Purchase Right, Restricted Stock Unit or Shares may be assigned in whole or in part during the Participant’s lifetime to one or more members of the Participant’s family or to a trust established exclusively for one or more such family members or to the Participant’s former spouse, including any life partner or similar statutorily-recognized domestic partner, to the extent such assignment is in connection with the Participant’s estate plan or pursuant to a domestic relations order. The assigned portion may only be exercised by the person or persons who acquired a proprietary interest in the Nonstatutory Stock Option, Stock Purchase Right, Restricted Stock Unit or Shares pursuant to the permitted assignment. The terms applicable to such assigned portion shall be the same as those in effect for the Nonstatutory Stock Option, Stock Purchase Right, Restricted Stock Unit or Shares immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Committee may deem appropriate. Notwithstanding the foregoing, the Participant may also designate one or more persons as the beneficiary or beneficiaries of the Participant’s outstanding Awards under the Plan, and those Awards shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Participant’s death while holding those Awards. Such beneficiary or beneficiaries shall take the transferred Awards subject to all terms and conditions of the applicable agreement evidencing each such transferred Award, including (without limitation) the limited time period during which Awards may be exercised following the Participant’s death.
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k.Documentation. Each Award shall be evidenced by a written instrument in such form as the Committee shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan. The Committee may, in its sole discretion, deliver any documents related to an Award by electronic means, request that a Participant consent to participate in the Plan by electronic means (including an on-line or electronic system established and maintained by the Company or a third party designated by the Company), or provide in the terms of an Award that a Participant shall be deemed to accept the Award unless the Participant notifies the Company, in writing, that the Participant rejects the Award within a time period specified by the Committee.
l.Committee Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Committee need not treat Participants uniformly.
m.Compliance with Code Section 409A. It is the intention of the Company that this Plan and each Award either be exempt from or comply with and be interpreted in accordance with Section 409A of the Code, the United States Department of Treasury regulations, and other guidance issued thereunder, including any applicable exemptions (collectively, “Section 409A”). Each payment in any series of payments provided to a Participant pursuant to this Plan or an Award will be deemed separate payment for purposes of Section 409A. If any amount payable under this Plan or an Award is determined by the Company to constitute nonqualified deferred compensation for purposes of Section 409A (after taking into account applicable exemptions) and such amount is payable upon a termination of employment, then such amount shall not be paid unless and until the Participant’s termination of employment also constitutes a “separation from service” from the Company for purposes of Section 409A. In the event that the Participant is determined by the Company to be a “specified employee” for purposes of Section 409A at the time of his separation from service with the Company, then any nonqualified deferred compensation (after giving effect to any exemptions available under Section 409A) otherwise payable to the Participant as a result of the Participant’s separation from service during the first six (6) months following his separation from service shall be delayed and paid in a lump sum upon the earlier of (x) the Participant’s date of death, or (y) the first day of the seventh month following the Participant’s separation from service, and the balance of the installments (if any) will be payable in accordance with their original schedule.
n.Foreign Jurisdictions. To the extent that the Committee determines that the material terms set by the Committee or imposed by the Plan preclude the achievement of the material purposes of the Plan in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those terms and provide for such additional terms and conditions as the Committee determines to be necessary, appropriate or desirable to accommodate differences in local law, policy or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices or supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate or desirable, without thereby affecting the terms of the Plan as in effect for any other purpose. The special terms and any appendices, supplements, amendments, restatements or alternative versions, however, shall not include any provisions that are inconsistent with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the stockholders. The Committee shall also have the authority and discretion to delegate the foregoing powers to appropriate employees of the Company.
14.Amendment and Termination of the Plan.
a.Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.
b.Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
c.Effect of Amendment or Termination. Except as otherwise provided by the Plan, no amendment, alteration, suspension or termination of the Plan shall materially and adversely impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
15.Reservation of Shares. The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
16.Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.
17.Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts, without regard to any applicable conflicts of law.
Adopted by the Board: April 6, 2025
Approved by the Shareholders: June XX, 2025
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