Letter
From Our Board of Directors
March
26, 2025
To
Our Stockholders:
Over
the past year, we have all experienced the transformative power of AI across industries and in our daily lives. The promise of
AI ignited our collective imagination, unleashing creativity and efficiency in new and exciting ways. AI is central to what we
do at Progress, factoring into our acquisition of ShareFile and deepening our commitment to supporting customers with their evolving
AI journeys. During 2024, Progress remained strong and focused on delivering value and support to our customers, resulting in
steady demand across virtually all markets and product lines. The commitment of Progressers around the world and their active
engagement contributed to strong retention and dynamic teams that executed well throughout the year and delivered results ahead
of plan.
As
we have for decades, in 2024, Progress remained focused on empowering our customers, our people, and our products. Throughout
the year, the Board and executive leadership collaborated closely to ensure that Progress effectively executed its Total Growth Strategy, and the financial, strategic and business results delivered in fiscal 2024 demonstrated the success of our
approach.
Our
Performance
Our
work this year advanced our strategic plan of delivering meaningful stockholder value through our Total Growth Strategy, while
achieving impressive financial results. Our business, across base and newly integrated products, remains well positioned for continued
success. By building on our track record as the trusted provider of AI-powered digital experience and infrastructure software
that our customers and partners rely on, we have navigated market turbulence with a steady hand.
Corporate
Social Responsibility
The
Board is enormously proud of how Progress and its employees performed, not just in their day-to-day responsibilities, but through
advancing our Corporate Social Responsibility program, Progress for Tomorrow. This work is organized around three pillars: Our
People, Our Global Community and Our Planet, enabling us to focus on supporting the communities in which we live and work while
also making a tangible difference in the world around us.
Director
Nominations and Corporate Governance
Current
Board nominees represent a wide range of backgrounds and expertise. We believe our varied experiences, perspectives and
skills contribute to the Board’s effectiveness in managing risk and providing guidance that positions Progress for
long-term success in a changing business environment. Of our nine Board nominees, eight are independent, which includes our
Board Chair and all committee members. This Proxy Statement describes Progress’ corporate governance policies
and practices that foster the Board’s effective oversight of the Company’s business strategies and practices.
Executive
Compensation
Consistent
with our pay-for-performance philosophy, the Compensation Committee of the Board of Directors emphasized alignment with our long-term
business goals in designing our executive compensation programs for 2024. Our executive compensation programs for 2024 reflected
management’s continued commitment to our strategic plan.
Looking
Ahead
In
fiscal 2025, the Board anticipates advancing and evolving the Company’s strategic plan in tandem with our dynamic industry.
We acknowledge that there is increasing market and geopolitical uncertainty, but we believe that challenges can also present
opportunities–we remain diligent in our efforts and confident in Progress’ future outlook.
Thank
you for your ongoing support. We appreciate the opportunity to represent your interests as stockholders.
| 2 |
 |
Nominees
Nine
individuals have been nominated for election at the Annual Meeting to hold office until the 2026 Annual Meeting. The
nominees were evaluated and recommended by the Nominating and Corporate Governance Committee in accordance with its charter
and our Corporate Governance Guidelines. The Board of Directors and Nominating and Corporate Governance Committee believe the
nine Board nominees possess the skills and experience to effectively monitor performance, provide oversight and advise
management on the Company’s long- term strategy. For additional information about the nominees and their
qualifications, please see the sections of this Proxy Statement entitled “Director Nomination Process” and “Nominees
for Directors.”
Each
director elected at the Annual Meeting will hold office until the next Annual Meeting of Stockholders or special meeting in
lieu of such an Annual Meeting or until their successor has been duly elected and qualified, or until their earlier death,
resignation or removal. There are no family relationships among any of our executive officers or directors. Each of the
director nominees named in this Proxy Statement has agreed to serve as a director if elected and we have no reason to believe
that any nominee will be unable to serve. If, before the Annual Meeting, one or more nominees named in this Proxy Statement
should become unable to serve or for good cause will not serve, the persons named in the enclosed proxy will vote the shares
represented by any proxy received by our Board of Directors for such other person or persons as may thereafter be nominated
for director by the Nominating and Corporate Governance Committee and our Board of Directors.
Our
Director Resignation Policy
Our
Corporate Governance Guidelines set forth our director resignation policy for directors, which provides that any nominee for
election to the Board in an uncontested election who receives a greater number of votes “withheld” from their
election than votes “for” such election is required to submit their offer of resignation for consideration by the
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is to consider all relevant
facts and circumstances and recommend to the Board the action to be taken with respect to that offer of resignation. The
Board will then act on the Nominating and Corporate Governance Committee’s recommendation. Promptly following the
Board’s decision, the Company will disclose that decision and an explanation of such decision in a filing with the SEC
or a press release. If the Board accepts a director’s resignation, then the Board may fill any resulting vacancy or may
decrease the size of the Board, in each case pursuant to our Bylaws.
If
a director’s resignation is not accepted by the Board, such director will continue to serve until the next Annual
Meeting of Stockholders or special meeting in lieu of such an Annual Meeting or until their successor has been duly elected
and qualified, or until their earlier death, resignation or removal. Through this policy, the Board seeks to be accountable
to all stockholders and respects the rights of stockholders to express their views through their votes for directors. At the
same time, the policy allows the Board sufficient flexibility to make sound evaluations based on the relevant circumstances
and to act in the best interest of the Company and its stockholders in the event of a greater than 50% “withhold”
vote against a specific director.
Proposal 1: Election of Directors
Director
Nomination Process
Board
Membership Criteria
Our
Board of Directors has delegated the search for, and recommendation of, director nominees to the Nominating and Corporate Governance
Committee. When considering a potential candidate for membership on our Board of Directors, the Nominating and Corporate Governance
Committee will consider any criteria it deems appropriate, including, among other things, the background, experience and qualifications
of any candidate as well as such candidate’s past or anticipated contributions to our Board of Directors and its committees.
At a minimum, each nominee is expected to have:
In
addition, the Nominating and Corporate Governance Committee has established the following minimum requirements:
| • | at
least five years of business experience; |
| • | no
identified conflicts of interest as a prospective director; |
| • | no
convictions in a criminal proceeding (aside from traffic violations) during the five
years prior to the date of selection; and |
| • | willingness
to comply with our Code of Conduct and Business Ethics. |
The
Board of Directors retains the right to modify these minimum qualifications from time-to-time and exceptional candidates who do
not meet these criteria may still be considered.
The
Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating
director nominees, including:
The
Nominating and Corporate Governance Committee considers a variety of standards that may be appropriate from time-to-time for the
overall structure and composition of our Board of Directors, but it does not assign specific weights to the various criteria and
no single criterion is necessarily applicable to all prospective nominees.
| 16 |
|
Corporate Governance
We
Have an Independent Board Chair
We believe the current Board leadership
structure serves us and our stockholders well by having a strong independent Board Chair to provide independent leadership of
the Board and because it allows our CEO to focus primarily on the Company’s business strategy, operations and corporate
vision. This leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight
of management. Board members have complete access to and are encouraged to utilize members of our senior management regularly,
and they have the authority to retain independent advisors as they deem necessary. The Board believes this leadership structure
affords the Company an effective combination of internal and external experience, continuity and independence.
John
R. Egan
Board
Chair |
Key
Responsibilities of the Independent Board Chair:
•
Calling meetings of the Board and independent directors;
•
Setting the agenda for Board meetings in consultation with the CEO and our Secretary;
•
Chairing executive sessions of the independent directors;
•
Engaging with stockholders;
•
Acting as an advisor to Mr. Gupta on strategic aspects of the CEO role with regular consultations on major developments
and decisions likely to interest the Board; and
•
Performing other duties specified in the Corporate Governance Guidelines or assigned by the Board. |
Mr.
Egan currently serves as our independent Board Chair and brings extensive board leadership experience as a director of publicly
traded companies, including NetScout Systems, Inc., where he serves as Lead Director, having also previously served as a director
of Verint Systems, EMC Corporation and VMWare, Inc. Mr. Egan also serves on the Board of Trilio, a privately held technology company.
Mr. Egan has led global technology companies through strategic growth and operational change. His strong integrity and professional
credibility with the other directors and executive officers has helped Mr. Egan to effectively oversee management and execute
on the Company’s business strategy.
Our
Corporate Governance Guidelines do not require the separation of the roles of Board Chair and Chief Executive Officer, as our
Board believes that it is important that the Board retain flexibility to determine whether these roles should be separate or combined
based upon the Board’s assessment of the Company’s needs and Progress’s leadership at a given point in time.
We believe that an effective board leadership structure is highly dependent on the experience, skills and personal interaction
between those in leadership roles. Our policy is to have a Lead Independent Director if the Board Chair is not independent.
Corporate Governance
Board
Oversight
Role
of the Board
The
Board is elected by stockholders. Except for those matters reserved for stockholder approval, the Board is the ultimate decision-making
body of the Company. The Board advises and guides senior management and monitors its performance.
The
fundamental role of the directors is to exercise their business judgment to act in what they reasonably believe to be the best
interests of the Company and its stockholders. In fulfilling that responsibility, the directors may rely on the honesty and integrity
of the Company’s senior management and on legal, accounting, financial and other advisors.
Strategic
Oversight
Our
Board engages with the Company’s management regularly and plays a vital role informing management’s understanding
of the Company’s strategic objectives and performance drivers while ensuring proper focus on the risks associated with those
corporate strategies and continually evaluating the level of authority delegated to management to ensure that it is reasonable.
Our
Board delegates substantial authority in certain areas to the Company’s CEO and senior management enabling them to run the
Company. The Board remains responsible, however, for overseeing management’s performance within the delegated areas including:
strategic initiatives, financial performance, accounting and financial reporting, risk management and compliance. In 2024, this
included engagement with management regarding the Company’s product and operational strategies with respect to AI.
Director
Compensation
We
pay our non-employee directors a mix of cash and equity compensation. Employee directors receive no compensation for their service
as directors.
In
accordance with the Director Compensation Plan adopted by the Board for 2024, our non-employee directors were paid an annual retainer
of $275,000, of which $50,000 was paid in cash and $225,000 in equity in the form of deferred stock units (“DSUs”)
or restricted stock units (“RSUs”). Committee members and chairs also received the additional compensation described
below.
Prior
to adopting the 2024 Director Compensation Plan, the Compensation Committee received market data from Pay Governance, the
Compensation Committee’s independent compensation consultant, and considered whether any changes in director
compensation should be proposed. Based on the market data, the Compensation Committee recommended to the Board no changes to
director compensation and the Board adopted this recommendation.
The
cash retainers for Board and committee services were paid in June 2024 and the equity retainers were issued in June 2024.
The
number of DSUs or RSUs granted was determined by dividing the equity retainer by the grant-date closing price of our common stock
as reported by Nasdaq. The DSUs and RSUs vest in a single installment on the date of the Annual Meeting, subject to continued
service on our Board of Directors through such date. DSUs do not convert to shares of common stock until a director terminates
service on the Board of Directors. RSUs and DSUs would also convert into shares upon a change in control.
| 42 |
|
Our
Executive Officers
The
following table sets forth certain information regarding our current executive officers.
| Name |
Age |
Position |
| Yogesh
Gupta |
64 |
President
and Chief Executive Officer |
| Anthony
Folger |
53 |
Executive
Vice President, Chief Financial Officer |
| John
Ainsworth |
60 |
Executive
Vice President and General Manager, Application and Data Platform |
| Loren
Jarrett |
50 |
Executive
Vice President and General Manager, Digital Experience |
| Ian
Pitt |
57 |
Executive
Vice President, Chief Information Officer |
| Sundar
Subramanian |
46 |
Executive
Vice President and General Manager, Infrastructure Management |
| YuFan
Stephanie Wang |
42 |
Executive
Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer |
Mr.
Gupta became President and Chief Executive Officer in October 2016. Since he is also a Board member, his biography appears above
in Proposal One: Election of Directors.
Mr.
Folger joined Progress as Chief Financial Officer in January 2020 and was elevated to Executive Vice President in November 2021.
As CFO, Mr. Folger is responsible for our finance and accounting, financial planning, treasury, tax and investor relations functions.
Prior to joining Progress, Mr. Folger was Chief Financial Officer and Treasurer of Carbonite, Inc., from January 2013 until Carbonite
was acquired by OpenText Corporation in late December 2019. Prior to that time, from June 2006 to December 2012, Mr. Folger held
a variety of senior leadership positions at Acronis AG, including Chief Financial Officer from October 2008 to December 2012.
In December 2024, Mr. Folger was appointed to the board of directors of CSP, Inc. (Nasdaq: CSPI).
Mr.
Ainsworth joined Progress as Senior Vice President, Products-Core in January 2017 and was elevated to Executive Vice
President in November 2021. Since December 2022, Mr. Ainsworth has been serving as the General Manager for the Application
and Data Platform business unit (“ADP”). As General Manager, Mr. Ainsworth is responsible for guiding all
aspects of engineering, support and sales for ADP. Prior to taking on this role, Mr. Ainsworth was responsible for the
product management, product marketing, technical support and engineering functions for OpenEdge, Corticon, DataDirect
Connect, DataDirect Hybrid Data Pipeline, Sitefinity, MOVEit, WhatsUp Gold, Kemp Loadmaster and Kemp Flowmon. Before joining
Progress, Mr. Ainsworth was Senior Vice President, Engineering Services at CA Technologies, Inc., a position he assumed in
April 2016. Prior to that time, Mr. Ainsworth held various senior positions within CA Technologies, Inc., which he joined
through acquisition in 1994.
Ms.
Jarrett joined Progress as Chief Marketing Officer in January 2017. She transitioned to Senior Vice President and General
Manager of our Developer Tools Business in June 2019 and was elevated to Executive Vice President in November 2021. Ms.
Jarrett currently serves as Executive Vice President and General Manager of the Digital Experience business unit. She has
been in this role since December 2022. As General Manager, Ms. Jarrett is responsible for sales, product management, product
marketing, demand generation, technical support and engineering for Progress’ Digital Experience business. Prior to
joining Progress, Ms. Jarrett was Chief Marketing Officer at Acquia, from 2015 until December 2016, Chief Marketing Officer
at Kaseya, Inc. from 2013 until 2015, and Vice President, Corporate Charge Card and Loyalty Products at American Express, in
2013. Prior to that time, Ms. Jarrett was Vice President, Product Management and Strategy at Oracle Corporation from 2011
until 2012 and Senior Vice President of Marketing and Product Management at FatWire from 2007 until its acquisition by Oracle
in 2011.
| 44 |
|
Our Executive
Officers
Mr.
Pitt became Chief Information Officer in August 2021 and was elevated to Executive Vice President in November 2021. As our Chief
Information Officer, Mr. Pitt is responsible for driving the vision, strategy and operations of Progress’ global IT organization.
Mr. Pitt is also responsible for the security of our internal networks, infrastructure and business applications. Prior to joining
the Company, Mr. Pitt was Chief Information Officer from July 2016 until May 2021 at LogMeIn Inc. Prior roles included Chief Information
Officer and senior technology and IT roles at Thunderhead/Smart Communications, IntraLinks Inc., Tata Consultancy Services and
Chordiant Software Inc.
Mr.
Subramanian currently serves as Executive Vice President, General Manager of Infrastructure Management and has been in this
role since December 2022. As General Manager, Mr. Subramanian is responsible for the sales, product management, product
marketing, field marketing, technical support and engineering for Progress’s infrastructure management business. Mr.
Subramanian became Senior Vice President and General Manager, Chef in October 2020 upon completion of our acquisition of Chef
and was elevated to Executive Vice President in November 2021. Prior to that time, upon joining the Company in August 2019,
Mr. Subramanian was responsible for driving all facets of the Company’s early-stage products including the Kinvey,
Kinvey Health Cloud, DataRPM, NativeChat and NativeScript product lines. Prior to joining Progress, Mr. Subramanian was an
Executive Director at athenahealth, Inc., from August 2016 to July 2019, and Vice President, Products at Citrus Payment
Solutions Pvt. Ltd., from September 2015 to August 2016. Previously, he served as Vice President, SaaS at Kaseya, Inc., from
January 2014 to August 2015.
Ms.
Wang currently serves as Chief Legal Officer, Corporate Secretary and Chief Compliance Officer and has been in this role since
September 2022, where she leads Progress’ legal, compliance and corporate governance efforts. She joined the Company in
May 2022 as Deputy General Counsel and became Acting Chief Legal Officer in June 2022. Prior to joining the Company, Ms. Wang
was with W. P. Carey Inc. (NYSE: WPC) from 2014 to 2022, where she most recently held the role of Senior Vice President and Deputy
Chief Legal Officer. Ms. Wang previously practiced law in the corporate departments of Clifford Chance US LLP and Proskauer Rose
LLP.
In
accordance with Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the compensation
of our named executive officers as disclosed in this Proxy Statement. We urge you to read the “Compensation Discussion and
Analysis” section of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures
operate and are designed to achieve our compensation objectives, as well as the “Summary Compensation Table” and related
compensation tables and narrative, which provide detailed information on the 2024 compensation of our named executive officers.
We believe our executive compensation programs demonstrate our pay-for-performance philosophy, which creates alignment with our
stockholders and drives the creation of sustainable long-term stockholder value.
Board
Recommendation
We
are asking our stockholders to indicate their support for the compensation of our named executive officers, as described in this
Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific
item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices
described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at
our Annual Meeting:
“RESOLVED,
that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed
in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules
of the SEC, including the “Compensation Discussion and Analysis,” the “Summary Compensation Table” and
the other related tables and narrative disclosure.”
This
say-on-pay vote is advisory only and not binding on the Company, the Compensation Committee or our Board of Directors. Although
the vote is advisory, our Board of Directors and our Compensation Committee value the opinions of our stockholders and expect
to take the outcome of this vote into account when considering future compensation arrangements for our executive officers.
| 46 |
|
Compensation Discussion and Analysis
Fiscal
2024 Compensation Structure
The
Compensation Committee’s philosophy is to tie executive pay to Company performance, thereby creating alignment with our
stockholders and driving the creation of sustainable long-term stockholder value. During fiscal 2024, our compensation programs
continued to reflect this philosophy and compensation earned reflected our business achievements.
Our fiscal 2024 budget and operating plan prioritized enhancing customer retention and reflected our expectations
for strong recurring revenue and high renewal rates. Consistent with past years, we also prioritized operating our
business as efficiently as possible resulting in strong cash flow which allows us to continue to execute our Total
Growth Strategy and return capital to Progress stockholders.
As
was the case in fiscal 2023, the Compensation Committee utilized a combination of short and long-term compensation programs to
advance our strategy.
2024
Executive Compensation Highlights
Our
compensation program for fiscal 2024 remained largely consistent with our fiscal 2023 compensation structure. The Compensation
Committee, in consultation with Pay Governance, its independent compensation consultant, reviewed our fiscal 2024 compensation
structure in November 2023 and January 2024. Consistent with prior years, our annual and long-term incentive plans were designed
to achieve financial goals related to our business plan for fiscal 2024 and in line with our financial guidance to stockholders.
The
only compensation design change for the fiscal 2024 program was to exclude the financial impacts of acquired businesses during
the first year following acquisition from consideration when calculating the 35% annual non-GAAP operating margin threshold applicable
to performance-based restricted stock units (“PSUs”).
For
fiscal 2024, payouts under our Corporate Bonus Plan were made at 127% of target, based on our solid performance. The construct,
underlying metrics and resulting performance and payout outcome under the Corporate Bonus Plan are described further in the section
below entitled “Cash Incentive Compensation”.
The
three-year performance period for PSUs awarded under our 2022 Long-Term Incentive Plan (“LTIP”) ended on November
30, 2024. Based on our relative total stockholder return (“TSR”) and cumulative total operating income, 126% of the
awarded PSUs were earned, as described further in the section entitled “2024 Executive Compensation Decisions – Equity
Compensation – PSUs” below.
Compensation Discussion and Analysis
Compensation
Review Process
Role
of Compensation Committee
Toward
the end of each fiscal year, the Compensation Committee begins the process of reviewing executive officer compensation for the next
fiscal year. The Compensation Committee is provided with reports from its independent compensation consultant comparing our
executive compensation and equity granting practices relative to the market and to our peer group. The Compensation Committee
reviews recommendations from management on the current fiscal year annual and long-term incentive compensation programs. The
Compensation Committee then reviews and approves any changes to executive officers’ total target cash compensation and
long-term equity incentive compensation. The Compensation Committee reviews all recommendations considering our compensation
philosophy and seeks input from its independent compensation consultant prior to making any final decisions.
The
Compensation Committee meets in executive session (without management) with its independent compensation consultant to deliberate on
executive compensation matters. None of our executive officers participate in the Compensation Committee’s deliberations or decisions
regarding their own compensation.
Role
of Chief Executive Officer
Our
Chief Executive Officer makes recommendations to the Compensation Committee with respect to compensation for his direct reports
(including our other named executive officers). In making these recommendations, the factors considered include market data, tenure,
individual performance, responsibilities and experience levels of the executives, as well as the compensation of the executives
relative to one another.
These
initial CEO recommendations are presented at Compensation Committee meetings. The Total Rewards team within our Human Resources team
and individuals within our Finance and Legal teams support the Compensation Committee in the performance of its responsibilities. During
fiscal 2024, our Chief Financial Officer, Chief Legal Officer, Chief People Officer and Vice President, Global Rewards & Systems
attended the Compensation Committee meetings to provide perspectives on the competitive landscape, the needs of the business, information
about our financial performance and relevant legal and regulatory developments.
| 52 |
 |
Compensation Discussion and Analysis
Role
of Compensation Consultant
Our
Compensation Committee again retained Pay Governance to advise it on matters related to executive compensation for fiscal 2024.
Other
than providing limited guidance regarding our broad-based equity plan design for all employees, including advice in connection with the
request to add additional shares to the equity plan at the 2024 Annual Meeting of Stockholders, Pay Governance did not provide any services
for management in fiscal 2024. Pay Governance consulted with our management when requested by the Compensation Committee and only as
necessary to obtain relevant compensation and performance data for the executives, as well as essential business information so that
it could effectively support the Compensation Committee with appropriate competitive market information and relevant analyses.
During
fiscal 2024, Pay Governance provided a range of services to the Compensation Committee to support the Compensation Committee’s
agenda and obligations under its charter, including providing advice relating to the impact of regulatory updates, industry trends
and peer group compensation data, advice on the structure and competitiveness of our compensation programs, advice on the
consistency of our programs with our executive compensation philosophy and advice on director compensation. Representatives of Pay
Governance also attended Compensation Committee meetings.
The
Compensation Committee assessed the independence of Pay Governance and determined that Pay Governance is independent of Progress and
has no relationships that could create a conflict of interest with us. As part of its assessment, the Compensation Committee considered
the fact that Pay Governance did not provide any other services to us and consults with our management only as necessary to provide the
services described above.
Peer
Group
To
assist the Compensation Committee in making decisions on total compensation for executives and company-wide equity grants, the Compensation
Committee utilizes peer and industry group data and analyses. Each year, as necessary, the Compensation Committee reviews with its independent
compensation consultant the list of peer companies as points of comparison to ensure that comparisons are meaningful.
With
management’s input, and focus on the following considerations, Pay Governance provided recommendations on the composition of our
peer group for fiscal 2024.
General
Description
Application
Software or Systems Software companies which operate in similar or related businesses and with which Progress competes for business or
talent.
Criteria
Considered
| • | Publicly
traded on a major U.S. exchange and based in U.S. |
| • | Revenues:
0.5x to 2.5x of Progress |
| • | Market
Cap: 0.2x to 5.0x of Progress |
| • | Proxy
advisor-defined peers |
| • | Recent
financial performance |
| • | Growth
and profitability profiles |
Compensation Discussion and Analysis
For
fiscal 2024, the Compensation Committee removed four peer companies utilized in 2023 and added three new peer companies as shown in the
table below. The four companies removed (Adeia Inc., OneSpan Inc., SailPoint Technologies Holdings, Inc., Upland Software, Inc.) no longer
meet our criteria for inclusion (e.g., public companies with revenues or market caps within the ranges specified above) or have gone
through a significant divestiture.
| Peer Group List |
| Appian
Corporation |
Everbridge,
Inc. |
Rapid7,
Inc. |
| Aspen
Technology, Inc. |
Manhattan
Associates, Inc. |
SPS
Commerce, Inc. |
| Avid
Technology, Inc. |
N-able,
Inc.* |
Verint
Systems, Inc. |
| Blackbaud,
Inc. |
New
Relic, Inc. |
Xperi
Inc.* |
| CommVault
Systems, Inc. |
Pegasystems,
Inc. |
|
| Dynatrace,
Inc. |
Qualys,
Inc.* |
|
*
Added for 2024.
Pay
Governance then prepared a compensation analysis based on survey data and data gathered from publicly available information for our peer
group companies. Pay Governance separately analyzed and advised the Compensation Committee regarding the pay practices of companies engaged
in a total growth strategy like ours.
Survey
Data
The
executive compensation analysis prepared by Pay Governance also included data from Radford’s 2023 Global Compensation Database
for U.S.-based companies with revenues similar to ours. The Compensation Committee used this data to compare the current compensation
of our named and other executive officers to the peer group and to determine the relative market value for each position, based on direct,
quantitative comparisons of pay levels. The survey data was used when there was a lack of public peer data for an executive’s position
and to obtain a general market understanding of current compensation practices.
Competitive
Positioning
Fiscal
2024 target total direct compensation for our named executive officers was set by the Compensation Committee based predominantly on
competitive pay practices, as reflected in the peer group and survey data. The Compensation Committee reviews market data at the
25th, 50th and 75th percentile and, for 2024, sought to target total direct compensation for the named executive officers as a group
within a competitive range of the 50th percentile of our peer group in setting our executive compensation programs. Additional
adjustments were considered based on individual tenure, experience, performance, criticality of role, succession planning, internal
pay equity and historical pay levels, as well as the level of an executive officer’s unvested equity awards and
incentives.
Components
of Executive Compensation
Compensation
for our named executive officers currently consists of three primary components that are designed to reward performance in a simple and
straightforward manner: base salary, annual cash bonus and long-term equity awards. The objectives and key attributes of these components,
as well as how each element accomplishes the goals and objectives of our overall program are summarized below.
| 54 |
|
Compensation Discussion and Analysis
2024
Executive Compensation Decisions
Program
Design
Consistent
with its pay-for-performance philosophy, the Compensation Committee emphasized alignment with our long-term business goals in
designing our executive compensation programs for fiscal 2024. Our executive compensation programs for fiscal 2024 were designed to
reflect our continued commitment to the goals of our total growth strategy:
| • | Be
a trusted provider of products to develop, deploy and manage AI-powered applications and
digital experiences. |
| • | Focus
on customer and partner retention to drive recurring revenue and increased profitability. |
| • | Execute
our total growth strategy driven by targeting accretive M&A. |
| • | Execute
our capital allocation strategy. |
Pay
Mix
In
setting the mix among the different elements of executive compensation, we do not target specific allocations but generally weight target
compensation more heavily toward performance-based compensation, both cash and equity. The percentage of performance-based compensation
for our executive officers and other employees increases with job responsibility, reflecting our view of internal pay equity and the
ability of a given employee to contribute to our results. We also generally align our compensation mix with the practices of our peer
group when possible and to the extent consistent with our compensation strategy and business plan.
“Other
NEOs” reflects average of NEOs, excluding CEO & CFO
Allocations
among pay elements reflect our belief that a significant portion of our named executive officers’ compensation should be performance-based
and therefore “at risk” based on Company performance, as well as subject to ongoing service requirements. Since our cash
incentive opportunities and equity incentive awards have both upside opportunities and downside risks and our actual performance can
deviate from the target goals, the amount of compensation earned will differ from the target allocations.
| 56 |
|
Compensation Discussion and Analysis
Cash
Compensation
Cash
Incentive Compensation
Annual
Cash Bonus
It
is our philosophy to base a significant portion of each executive officer’s total compensation opportunity on performance incentives.
Our annual bonus plan is intended to motivate eligible participants toward overall business results, to tie their goals and interests
to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. Our bonus plan
is administered by our Compensation Committee.
The
Compensation Committee set the target annual cash incentive opportunity for fiscal 2024 (expressed as a percentage of base salary earned
during the year) for each named executive officer in January 2024. The percentages remained unchanged from fiscal 2023. In setting the
target levels, the Compensation Committee considered each named executive officer’s 2024 target total cash opportunity against
the peer group data provided by our independent compensation consultant, internal pay equity and the roles and responsibilities of the
named executive officers. The Compensation Committee believes that the target annual cash bonus opportunity should make up a larger portion
of an executive officer’s total target cash compensation as the executive’s level of responsibility increases.
In
the case of Ms. Jarrett and Messrs. Ainsworth and Subramanian, as named executive officers who served as General Managers in fiscal 2024,
five-sixths of their respective target bonus was tied to performance under the fiscal 2024 Corporate Bonus Plan and one-sixth of their
respective target was tied to performance under the fiscal to financial objectives with respect to the products for which they are responsible
under the Sales Leader Plan.
2024
Plan Design
In
January 2024, the Compensation Committee approved the fiscal 2024 Corporate Bonus Plan. For fiscal 2024, the Compensation Committee adopted
three plan metrics for the Corporate Bonus Plan applicable to our named executive officers, all of which would be utilized to determine
funding and payout under the cash bonus plan. These plan metrics were the same metrics utilized by the Compensation Committee in fiscal
2023 and are consistent with the financial measures upon which the Company provides guidance to investors.
| Performance
metric |
Weighting |
Rationale |
| Non-GAAP
corporate revenue |
40% |
reflects
the priority of customer retention and recurring revenue |
| Non-GAAP
operating income |
40% |
reflects
the priority for efficient scalable operations |
| Adjusted
free cash flow metric |
20% |
reflects
the importance of cash flow on our Total Growth Strategy execution. |
Each
metric was measured separately and was not impacted by performance with respect to the other metrics. The performance measures selected
for our cash bonus plan were designed to support our goals of expanding our non-GAAP operating income, while at the same time preserving
our strong cash flow, which would result in increased stockholder returns.
For
2024, the Compensation Committee set the thresholds, targets and stretch (maximum) performance levels for purposes of earning any award
under the Corporate Bonus Plan as set forth in the following table.
| |
Performance and Payout |
| Performance
Metric |
Threshold |
Target |
Maximum |
| Total
Revenue (% of performance target) |
97% |
100% |
103% |
| Operating
Income (% of performance target) |
94% |
100% |
108% |
| Adjusted
Free Cash Flow (% of performance target) |
96% |
98% |
108% |
| Payout
Percentage(1) |
25% |
100% |
150% |
| (1) | Payout
interpolated for performance within stated percentiles. |
| 58 |
|
Compensation Discussion and Analysis
Targets
were set at the beginning of fiscal 2024 based on the midpoints of our annual financial guidance released to stockholders in the first
quarter of fiscal 2024. Following the acquisition of ShareFile, the Committee adjusted the performance targets for ownership of the business
for one month in fiscal 2024 based on the financial model for the acquisition, which projected accretion consistent with the financial
criteria of our Total Growth Strategy.
Amounts
Earned under the 2024 Corporate Bonus Plan
As
a result of our performance during fiscal 2024, we achieved an overall payout percentage of 127% under the fiscal 2024 Corporate Bonus
Plan. This reflects non-GAAP corporate revenue achievement at 118% of target, non-GAAP operating income achievement at 125% of target
and adjusted free cash flow performance at 150% of target. For all Named Executive Officers, the actual bonuses earned were based purely
on the financial metrics and no portion of the annual bonuses were based on subjective measures.
The
following table shows the bonuses earned by our named executive officers under the fiscal 2024 Corporate Bonus Plan.
| NEO |
Target
Annual Bonus
($)(1) |
Amount
Earned
($) |
| Yogesh Gupta |
600,000 |
762,000 |
| Anthony Folger |
286,000 |
363,220 |
| John Ainsworth |
212,500 |
269,875 |
| Loren Jarrett |
212,500 |
269,875 |
| Sundar Subramanian |
212,500 |
269,875 |
| (1) | Target
annual bonus for Messrs. Ainsworth and Subramanian and Ms. Jarrett above reflects the incentive opportunity tied to the Corporate Bonus
Plan (50% of base salary). Each of these executives, also received an incremental incentive opportunity equal to 10% of base salary under
the Sales Leader Plan. |
Equity
Compensation
We
use equity compensation to attract, retain, motivate and reward our named executive officers and other employees and to align our
executives’ interests with those of our stockholders. Equity-based incentive awards are intended to be the longer-term
components of our overall executive compensation program and are designed to encourage performance by our executive officers over
several years. The Compensation Committee’s decisions regarding the amount and type of equity incentive compensation, the
allocation of equity and relative weighting of these awards within total executive compensation have been based on advice provided
by our independent compensation consultant and the Compensation Committee’s understanding and individual experiences with
market practices of similarly situated companies. We issue annual and new hire equity awards based on guidelines for awards
commensurate with position levels and that reflect grant practices within our peer group and the broader software industry
generally.
The
following is a summary of our fiscal 2024 equity program.
| Program |
Fiscal
2024 Equity Program |
| Form
of Equity |
Performance-Based
Stock Units equal to 50% of annual grant value |
| |
Time-based Restricted Stock Units equal to
30% of annual grant value |
| |
Non-Qualified Stock Options equal to 20% of
annual grant value |
| Performance
Periods |
PSUs
have three-year performance period |
| Metrics |
75%
of PSUs are tied to cumulative non-GAAP operating income and 25% are tied to relative TSR |
| Vesting |
Time-based
RSUs vest in six equal installments over three years
Stock options vest in eight equal installments over four years
PSUs: three-year
cliff vest |
| |
•
With respect to TSR metric, participants can earn between 0% to 200% of target amount of PSUs, with threshold vesting at the
35th percentile achievement, target at 55th percentile and maximum vesting at the 90th percentile |
| |
• With respect to the non-GAAP operating
income metric, participants can earn between 0% and 200% of the target amount of PSUs, subject to a 35% annual operating margin threshold |
| Frequency
of Grant |
Annual |
Compensation Discussion and Analysis
Target
Value and Award Determination
The
Compensation Committee reviews the mix of equity awards granted to our named executive officers on an annual basis. Consistent with the
Compensation Committee’s philosophy that a significant portion of the equity mix to named executive officers should be tied to
our long-term performance, the Compensation Committee determined that there should be no changes to the equity mix utilized for fiscal
2024. Accordingly, the equity mix for fiscal 2024 was 50% PSUs, 30% RSUs and 20% stock options.
For
the named and other executive officers, to determine the size of the individual annual equity awards, the Compensation Committee, utilizing
data provided by Pay Governance, compared the long-term equity incentive compensation levels of our executives with similar positions
within our peer group and survey data to determine the long-term equity incentive compensation amount for each executive. The Compensation
Committee reviews market data at the 25th, 50th and 75th percentile. In finalizing the amounts of the annual equity awards, the Compensation
Committee considers this market data, the CEO’s recommendations, each executive’s performance over a multi-year period and
the Compensation Committee’s assessment of the value the individual delivers to the organization, the burn rate of the executive
grants and the degree to which those amounts would be aligned with our goals of motivating and retaining key employees.
RSUs
RSUs
typically vest in six equal installments over a three-year period. In a volatile stock market, RSUs continue to provide value when other
forms of equity such as stock options may not, which the Compensation Committee believes is useful in retaining talented executives in
unpredictable economic times.
The
RSUs awarded as part of the fiscal 2024 equity program were issued on January 18, 2024. The Compensation Committee awarded these RSUs
as a dollar amount, which were then converted to RSUs based on our closing stock price on the date of grant.
Stock
Options
Stock
option awards provide individuals with the right to purchase shares of our common stock at a fixed exercise price following vesting
of the award, typically for a period of seven years, subject to continuous employment with the Company. Stock option grants are
intended to correlate executive compensation to our long-term success as measured by our stock price. Stock options are tied to our
future success because options granted have an exercise price equal to the closing market value at the date of grant and will only
provide value to the extent that the price of our stock increases above the exercise price. As a result, the Compensation Committee
views stock options as a form of performance equity, but with a longer-term focus than PSUs, which are tied to three-year
performance metrics.
Stock
options vest in eight equal installments over a four-year period. We believe that meaningful vesting periods encourage recipients to
remain with the Company over the long term and, because the value of the awards is based on our stock price, stock options encourage
recipients to focus on achievement of longer-term goals, such as strategic growth, business innovation and stockholder return.
The
stock options awarded as part of the fiscal 2024 equity program were issued on January 18, 2024. The Compensation Committee awarded these
stock options as a dollar amount, which were then converted to stock options based on the Black-Scholes value of our stock options on
the date of grant.
| 60 |
|
Compensation Discussion and Analysis
PSUs
PSUs
under our long-term equity incentive compensation plan are subject to three-year performance criteria aligned with our business plan
and are earned only to the extent the performance criteria are achieved. These PSUs are awarded to the named executive officers and other
executive officers and represent 50% of the total annual equity compensation granted to these individuals.
For
fiscal 2024, the Compensation Committee, in consultation with Pay Governance and management, reviewed the terms of the fiscal 2023
LTIP to ensure that the plan was aligned with the objectives of the Compensation Committee and with market practices. The
Compensation Committee concluded that the fiscal 2023 LTIP met the objectives of the Compensation Committee because the terms of the
LTIP tied the vesting of the PSUs to the long-term objectives of achieving both profitable growth and enhanced stockholder value.
Pay Governance advised the Compensation Committee that the terms of the fiscal 2023 LTIP were consistent with market practices.
Based on this review, the Compensation Committee determined that the metrics and terms of the fiscal 2024 LTIP should remain largely
consistent with the fiscal 2023 LTIP. However, as discussed above, the Committee approved a design change for the fiscal 2024 LTIP
to exclude the financial impacts of acquired businesses during the first year following acquisition from the annual non-GAAP
operating margin threshold. This change is designed to allow management to focus on the successful integration of new businesses
while also protecting the organization and stockholders from the volatility that can sometimes be present in the first 12 months
following an acquisition.
With
respect to the relative TSR metric, the Compensation Committee left unchanged the payout scale utilized in fiscal 2023 to reflect
current trends and stockholder-friendly practices (e.g., above-median performance required to achieve target payout). Participants
can earn between 0% and 200% (the payout cap under the LTIP) of the target number of PSUs attributable to the relative TSR metric.
The cumulative three-year TSR measure compares the TSR of our common stock against the TSR of companies included in the S&P
Software and Services Select Industry Index during the three-year period. Our relative TSR performance must be at the 55th
percentile of the index group for 100% of the target award to be earned. Additionally, regardless of our relative position with
respect to the S&P Software and Services Select Industry Index, the award with respect to the TSR metric will be capped at 100%
if our absolute TSR over the measurement period is negative.
With
respect to the operating income metric, participants can earn between 0% and 200% of the target number of PSUs attributable to the operating
income metric. In designing the operating income metric to include both operating margin dollar and percentage goals, the Compensation
Committee seeks to ensure discipline and reinforce profitable growth and margin expansion/maintenance. The cumulative three-year operating
income measure is based on the sum of the operating income amounts for 2024, 2025 and 2026 contained in our 2024 strategic plan.
Under
the 2024 LTIP, the Company must achieve 100% of the operating income target for a given performance period for management to receive
a payout with respect to this metric. Furthermore, with respect to the operating income metric, the 35% annual operating margin threshold
“performance gatekeeper” applies at all levels of performance and requires that annual operating margin to be at or above
35% for each of 2024, 2025 and 2026 or no payout can occur with respect to this metric, regardless of cumulative operating income performance
(subject to the one-year exclusion of the impacts of acquired businesses described above).
The
below table sets forth the payout criteria for the 2024 LTIP:
| |
%
of Target Earned(1) |
| Performance
Metric |
Weight |
0% |
50% |
100% |
150% |
200% |
| Relative
TSR Performance (% Rank) |
25% |
<35% |
35% |
55% |
75% |
90% |
| Operating
Income (three-year Cumulative)(2) |
75% |
<$1,047 |
N/A |
$1,047 |
$1,107 |
$1,165 |
| (1) | Award
interpolated for performance within stated percentiles. |
| (2) | $
amounts in millions and using budgeted exchange rates. |
For
the fiscal 2024 award under the LTIP, the three-year performance period commenced on December 1, 2023, and will end on November 30, 2026.
The Operating Income target was set at the beginning of fiscal 2024 based on the Company’s three-year financial plan, which was
aligned with the annual financial guidance released to stockholders in the first quarter of fiscal 2024.
Compensation Discussion and Analysis
Other
Executive Compensation Matters
Timing
of Equity Grants
We
do not time grants either to take advantage of a depressed stock price or in anticipation of an increase in stock price and have limited
the amount of discretion that can be exercised in connection with the timing of awards. We generally make awards only on pre-determined
dates to ensure that awards cannot be timed to take advantage of material non-public information.
Equity
awards may be made only by the Compensation Committee. The Compensation Committee typically makes awards at regularly scheduled Compensation
Committee meetings, and awards are not granted during regular quarterly trading blackout periods (at least two days after earnings releases
and periodic SEC filings).
With
respect to our annual equity grants, the Compensation Committee typically approves such grants at its regular meeting held in January
of each year. If the Committee’s meeting is held before the filing of our annual report on Form 10-K for the recently completed
fiscal year, then such equity grants will typically be granted effective as of the second trading day following the filing of our annual
report on Form 10-K for such recently completed fiscal year (with the first day being the day after the filing date), and any options
granted will have a per share exercise price equal to the closing price of our common stock on the grant date.
Although
the Committee may decide, in its sole discretion, to deviate from this equity grant timing depending upon facts and circumstances (i.e.,
a pending material business development), we did not deviate from this timing during fiscal 2024.
Stock
Ownership Guidelines
Our
Board of Directors has adopted stock ownership guidelines for our senior executive officers, including our named executive officers.
These guidelines provide for the Chief Executive Officer to hold an amount of our common stock, restricted shares and/or restricted stock
units having an aggregate value equal to at least three times their base salary. For other senior executive officers, the stock ownership
requirement is at least one times their base salary. Executive officers have five years to attain the applicable ownership threshold.
As of the date of this Proxy Statement, all the named executive officers met the applicable ownership threshold.
Compensation
Recovery Policy
Following
the SEC’s recent approval of new clawback requirements, our Board of Directors reviewed the applicable Nasdaq and SEC
standards and approved an updated clawback policy in compliance with the final SEC rules. This policy applies to current and former
Section 16 officers and provides for the recovery by the Company following a financial restatement of any incentive compensation
received in excess of what would have been received had such compensation been determined based on our restated financials. The
Compensation Committee periodically reviews the Company’s approach to clawbacks.
Hedging
and Pledging Policy
Our
directors and executive officers are prohibited from engaging in short sales, transactions in derivative securities such as put or call
options, hedging transactions or other inherently speculative transactions with respect to our stock. In addition, no director or executive
officer may pledge or margin, or make any offer to pledge or margin, any of our stock, including without limitation, borrowing against
such stock, without prior approval. Stock options granted under our stock option plans are not deemed to be derivative securities covered
by this policy.
Compensation Discussion and Analysis
Insider
Trading Policy
We
have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented
processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and
regulations, and the Nasdaq listing standards. Our policy prohibits our employees and related persons and entities from trading in
securities of Progress and other companies while in possession of material, nonpublic information. Our policy also prohibits our
employees from disclosing material, nonpublic information of Progress, or another publicly traded company, to others who may trade
on the basis of that information. Our policy requires that certain employees of the Company (director-level and above) and other
designated employees only transact in Progress securities during an open trading window period, subject to limited exceptions. In
addition, certain officers of the Company are required to obtain approval in advance of transactions in Progress securities. Our
executive officers and directors must also comply with additional trading restrictions. The foregoing summary of our insider trading
policies and procedures does not purport to be complete and is qualified by reference to our policy, a copy of which can be found as
an exhibit to our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.
Tax
and Accounting Considerations and Compensation Recovery Policies
Section
409A of the Internal Revenue Code
Section
409A of the Internal Revenue Code imposes additional significant taxes if an executive officer, director or service provider receives
“deferred compensation” that does not satisfy the requirements of Section 409A. Our severance and change in control agreements
described below, including the Employee Retention and Motivation Agreements we entered with our named executive officers, contain provisions
that are intended to either be exempt from Section 409A or, to the extent doing so is not possible, comply with the applicable Section
409A requirements. The Compensation Committee has the sole discretion to change the severance guidelines applicable to executive officers
to the extent necessary to avoid the application of Section 409A or comply with applicable Section 409A requirements.
Accounting
for Stock-Based Compensation
Stock-based
compensation expense reflects the fair value of stock-based awards, measured at the grant date and recognized over the relevant service
period. We estimate the fair value of each stock-based award on the measurement date using either the current market price of the stock,
the Black-Scholes option valuation model or the Monte Carlo Simulation valuation model.
| 64 |
|
Summary of Executive Compensation
Narrative
Description of Summary Compensation Table and Grants of
Plan-Based Awards Table
The
material terms of our named executive officers’ annual compensation, including base salaries, cash incentive plan, time-based RSUs,
stock options and Long-Term Incentive Plan PSUs and the explanations of the amounts of salary, cash incentives and equity values in proportion
to total compensation are described under “Compensation Discussion and Analysis” in this Proxy Statement.
As
discussed in greater detail in “Compensation Discussion and Analysis” in this Proxy Statement, the 2024 non-equity
incentive awards were granted pursuant to the fiscal 2024 Corporate Bonus Plan, with amounts to be earned based on the achievement
of certain financial targets. In fiscal 2024, we achieved strong performance under our bonus plan with respect to the revenue,
non-GAAP operating income and the adjusted free cash flow metrics, which resulted in an overall payout percentage of 127% with
respect to the annual cash bonus.
As
discussed in greater detail in “Compensation Discussion and Analysis” in this Proxy Statement, the PSUs awarded under the
Long-Term Incentive Plan will be earned based on the results achieved during the three-year performance period as determined following
our 2026 fiscal year, contingent upon each named executive officer’s continued service.
The
RSUs granted to our named executive officers in 2024 vest in equal installments every six months over three years, subject to continuous
employment. There is no purchase price associated with PSU or RSU awards. The stock options granted to our named executive officers in
2024 vest in equal installments every six months over four years, subject to continuous employment. The stock options have an exercise
price equal to the closing price of our common stock on the date of grant.
| 70 |
|
Summary of Executive Compensation
Severance
and Change in Control Agreements
We
have agreements with, or guidelines applicable to, our executive officers that provide the benefits described below in connection
with certain terminations of employment or a change in control of the Company. We do not provide excise tax gross-ups to our
executive officers under these or any other agreements. The Company is not obligated to pay any enhanced benefits to our executive
officers in the event of a voluntary termination by an executive or upon termination by the Company for cause.
Mr.
Gupta’s Executive Employment Agreement
In
connection with his appointment as our President and Chief Executive Officer, we and Mr. Gupta entered into an employment agreement,
effective as of October 10, 2016, setting forth Mr. Gupta’s compensation and certain other terms. Mr. Gupta’s employment
agreement provides that if his employment is terminated because of an “involuntary termination,” he will be entitled to:
| (1) | the
payment of cash severance equal to 18 months of total target cash compensation as of the
date of termination, which will be paid over 18 months; |
| (2) | the
payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part
of the relevant fiscal year; |
| (3) | the
continuation, for a period of 18 months, of benefits that are substantially equivalent to
the benefits (medical, dental, vision and life insurance) that were in effect immediately
prior to termination; and |
| (4) | 18
months of acceleration of unvested stock options and RSUs (but not unvested performance equity,
which will vest in accordance with its terms). |
Receipt
of the severance and benefits is subject to Mr. Gupta’s execution of a standard separation and release agreement. Separation payments
upon any involuntary termination within 24 months following a change in control would be governed by the Employee Retention and Motivation
Agreement (“ERMA”) described below and not by Mr. Gupta’s employment agreement.
An
“involuntary termination” is defined in the employment agreement as a termination of employment by us other than for cause,
disability or death or a termination by Mr. Gupta as a result of certain events occurring without his consent such as an assignment to
him of duties or a significant reduction of his duties, either of which is materially inconsistent with his position prior to the assignment
or reduction, or the removal of Mr. Gupta from that position, a material reduction in Mr. Gupta’s base salary or target bonus,
a relocation of Mr. Gupta to a facility or location more than fifty miles from his then present location, or a material breach of the
employment agreement by us.
Mr.
Gupta’s employment agreement also includes non-competition and related covenants. The non-competition covenant will be in effect
for the duration of the period in which severance and other benefits are paid. The non-competition covenant relates to certain businesses
with similar product areas and activities as Progress.
Mr.
Gupta’s Employee Retention and Motivation Agreement
We
and Mr. Gupta have also entered into an ERMA, which provides certain compensation and benefits if his employment is involuntarily terminated
within 24 months of a change in control of the Company. If an involuntary termination of Mr. Gupta’s employment occurs under other
circumstances, the severance terms of his employment agreement, as described above, would control and not the ERMA.
Change
in Control Benefits. Under Mr. Gupta’s ERMA, upon a change in control of the Company, Mr. Gupta would be entitled to:
| (1) | the
payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part
of the relevant fiscal year; and |
Summary of Executive Compensation
| (2) | 12
months of acceleration of unvested stock options and RSUs (but not unvested performance equity,
which will vest in accordance with its terms), unless the acquirer assumes all such options
and restricted equity. If such outstanding stock options and shares of restricted equity
held by Mr. Gupta are continued by us or assumed by our successor entity, then vesting will
continue in its usual course. |
Involuntary
Termination Following Change in Control. In the event of an involuntary termination within 24 months following a change in control,
Mr. Gupta would be entitled to:
| (1) | a
lump-sum payment of cash severance equal to 24 months of total target cash compensation as
of the date of termination; |
| (2) | the
continuation, for a period of 24 months, of benefits that are substantially equivalent to
the benefits (medical, dental, vision and life insurance) that were in effect immediately
prior to termination; and |
| (3) | accelerated
vesting of all unvested stock options and RSUs (but not unvested performance equity, which
will vest in accordance with its terms). |
In
the event that any amounts provided for under Mr. Gupta’s ERMA or otherwise payable to Mr. Gupta would constitute “parachute
payments” within the meaning of Section 280G of the Internal Revenue Code and be subject to the related excise tax, Mr. Gupta would
be entitled to receive either full payment of the benefits under the agreement or such lesser amount that would result in no portion
of the benefits being subject to the excise tax, whichever results in the greatest amount of after-tax benefits to Mr. Gupta.
Mr.
Folger’s Executive Employment Agreement
In
connection with his appointment as Chief Financial Officer, we and Mr. Folger entered into an employment agreement, effective January
31, 2020, setting forth Mr. Folger’s compensation and certain other terms. Mr. Folger’s employment agreement provides that
if his employment is terminated because of an “involuntary termination,” he will be entitled to:
| (1) | the
payment of cash severance equal to 12 months of total target cash compensation as of the
date of termination, which will be paid over 12 months; |
| (2) | the
continuation, for a period of 12 months of benefits that are substantially equivalent to
the benefits (medical, dental, vision and life insurance) that were in effect immediately
prior to termination; and |
| (3) | 12
months accelerated vesting of unvested stock options and RSUs (but not unvested performance
equity, which will vest in accordance with its terms). |
Receipt
of the severance and benefits is subject to Mr. Folger’s execution of a standard separation and release agreement, which will also
include non-competition and related covenants. The non-competition covenant will be in effect for the duration of the period in which
severance and other benefits are paid. The non-competition covenant relates to certain businesses with similar product area and activities
as the Company. Separation payments upon any involuntary termination within 12 months following a change in control would be governed
by the ERMA described below and not by Mr. Folger’s employment agreement.
An
“involuntary termination” is defined in the employment agreement as a termination of employment by the Company other
than for “Cause” (as defined in the agreement), disability or death or a termination by Mr. Folger as a result of
certain events occurring without his consent such as an assignment to him of duties, a significant reduction of his duties, either
of which is materially inconsistent with his position prior to the assignment or reduction, or the removal of Mr. Folger from such
position, a material reduction in Mr. Folger’s base salary or target bonus, a relocation of Mr. Folger to a facility or
location more than fifty miles from his then-present location or a material breach of the employment agreement by the
Company.
| 74 |
|
Summary of Executive Compensation
Other
Employee Retention and Motivation Agreements
We
have also entered into ERMAs with each of Messrs. Folger, Ainsworth, Subramanian and Ms. Jarrett. Currently, upon the involuntary termination
of the executive officer within 12 months following a change in control, the executive officer will be entitled to receive a lump sum
payment equal to 18 months of their total target compensation and their benefits will continue for 18 months. In addition, outstanding
stock options and shares of restricted stock or restricted units held by the executive officer granted prior to the date of such termination
under the Company’s equity plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions
following the date of such termination shall instead become fully vested, nonforfeitable and not subject to restrictions as of the date
of such termination. Under no circumstances would any of our executive officers be entitled to a gross-up payment under the ERMAs for
any excise taxes to which they may be subject if any of the above payments and benefits are considered to be “parachute payments.”
Executive
Severance Guidelines
We
have adopted severance guidelines applicable to our executive officers, including the named executive officers other than Messrs. Gupta
and Folger. Any severance payable to Messrs. Gupta and Folger is governed by the employment agreements described above. Our executive
severance guidelines provide that upon an involuntary termination and the execution of a standard release of claims, an executive officer
is entitled to:
| (1) | the
payment of cash severance equal to 12 months of total target cash compensation as of the
date of termination, which will be paid over 12 months; |
| (2) | the
payment of their annual target cash bonus on a pro-rata basis with respect to the elapsed
part of the relevant fiscal year; |
| (3) | the
continuation, for a period of 12 months of benefits that are substantially equivalent to
the benefits (medical, dental and vision) that were in effect immediately prior to termination;
and |
| (4) | 12
months of acceleration of unvested stock options and RSUs (but not unvested performance equity). |
Severance
payments and benefits upon any involuntary termination within 12 months following a change in control are governed by the Employee Retention
and Motivation Agreement described below.
The
payment of severance and other benefits is conditioned upon the executive agreeing to non-competition, non-disparagement and related
covenants. The non-competition covenant would be in effect for one year following the termination of employment. In connection with
the termination of employment of an executive officer, all PSUs awarded to that executive officer are cancelled.
Estimate
of Severance and Change in Control Benefits at Fiscal-Year End
The
following table indicates the estimated payments and benefits that each of Messrs. Gupta, Folger, Ainsworth, Subramanian and Ms. Jarrett
would have received under (a) their respective employment agreements, in the case of Mr. Gupta, (b) our severance guidelines applicable
to executive officers, in the case of Messrs. Ainsworth, Folger, Subramanian and Ms. Jarrett and (c) each of their ERMAs, assuming in
each case that the change in control of the Company, termination of their employment and/or retirement occurred at November 30, 2024.
CEO
Pay Ratio
In
accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation
of our median employee. The 2024 annual total compensation of our CEO Mr. Gupta was $10,374,886, the 2024 annual total compensation
of our median compensated employee was $103,957, and the ratio of these amounts is 100 to 1. Progress recalculates the median
employee each year for purposes of this ratio in order to capture growth and variation in our employee population due to our
acquisitive growth strategy.
This
pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and
the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio
based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions
and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies
may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and
may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
We
selected November 1, 2024, as the date to identify our median compensated employee based on our human resources system of record; therefore,
employees who joined Progress in the ShareFile acquisition were considered in identifying the median employee. We utilized total direct
compensation as our consistently applied compensation measure. In this context, total direct compensation means the applicable annual
fixed pay determined as of November 1, 2024, the annual incentive cash target amount or commission target amount payable for service
in 2024 and the approved value of the annual equity awards granted during 2024.
The
pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee determination
in an amount of up to five percent (5%) of the company’s total number of employees. We applied this de minimis exemption when
identifying the median employee by excluding 17 employees in 8 jurisdictions, as set forth below. After taking into account the de
minimis exemption, approximately 2,349 employees (or 99.3% of the population) were considered for identifying the median
employee.
Our
calculation excluded the following approximate number of employees from the following locations: Canada (4); Spain (2); Italy (2); Belgium
(2); Finland (2); Hong Kong (2); Hungary (2); and Sweden (1).
To
identify our median compensated employee, we then calculated the total direct compensation for of the included employee population, converted
other currencies to U.S. dollars as of November 30, 2024, and ordered the employees based on their total direct compensation.
To
compute the pay ratio, we then calculated both the CEO and median employee’s annual total compensation pursuant to the proxy disclosure
rules and compared the annual total compensation of the CEO to that of the median employee.
| 78 |
|
Proposal
three is to ratify the selection by the Audit Committee of Deloitte & Touche LLP (“Deloitte”) as our independent registered
public accounting firm for the current fiscal year ending November 30, 2025. Deloitte was the independent registered public accounting
firm for the Company for the fiscal year ended November 30, 2024. Based on the Audit Committee’s assessment of Deloitte’s
qualifications and performance, our Board believes Deloitte’s retention for fiscal year 2025 is in the best interests of the Company.
Although
ratification by stockholders is not required by law or by our bylaws, the Audit Committee believes that submission of its selection to
stockholders is a matter of good corporate governance. Even if the selection is ratified, the Audit Committee, in its discretion, may
select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would
be in the best interests of the Company and its stockholders. If our stockholders do not ratify the selection of Deloitte, the Audit
Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection
of an independent registered public accounting firm.
We
have been advised that a representative of Deloitte will attend the Annual Meeting. This representative will have the opportunity to
make a statement if he or she desires and will be available to respond to appropriate questions presented during the meeting.
Evaluation
of the Independent Auditor
The
Audit Committee recognizes the importance of maintaining the independence—both in fact and appearance—of our independent
auditor. Consistent with its charter, the Audit Committee regularly evaluates the qualifications, performance, compensation and independence
of the independent auditor and its lead audit partner, including considering whether the auditor’s quality controls are adequate
and taking into account the opinions of management and internal auditors.
| |
|
|
|
|
|
|
|
|
| |
Quality
of the independent audit firm and audit process |
|
|
|
Alignment
with Progress Software’s core values |
|
| |
• |
Independent
auditor firms are evaluated for risk based on financial stability, compliance with applicable laws and professional standards and
the results of applicable inspections. |
|
|
|
• |
Representatives
of the independent auditor should reflect the Company’s commitment to our ProgressPROUD values. |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
Level
of service provided by the independent audit firm |
|
|
|
Good
faith negotiation of fees |
|
| |
• |
Subject
matter experts should be available to provide valuable insights on matters important to the Company. |
|
|
|
• |
Fees
incurred should be reasonable and commensurate with the fee estimates provided to the Audit Committee. |
|
| |
|
|
|
|
|
|
|
|
Audit
Committee Report
Management
is responsible for establishing and maintaining adequate internal control over financial reporting to ensure the integrity of the Company’s
financial statements. The Company’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”),
is responsible for performing an audit of the effectiveness of the Company’s internal control over financial reporting in conjunction
with an audit of the consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and issuing opinions on the financial statements and the effectiveness of internal control over
financial reporting.
The
Audit Committee assisted the Board in its oversight of the integrity of the Company’s financial statements, the
Company’s compliance with legal and regulatory requirements, the qualifications and independence of the independent registered
public accounting firm, risks relating to data privacy and cybersecurity and the steps management has taken to monitor and control
such exposures and the performance of the independent registered public accounting firm. In addition, the Audit Committee focused on
risks associated with M&A activities, including financial integration.
The
full text of the Audit Committee’s charter is available on the Company’s governance page. The Audit Committee reviews
the charter annually and evaluates the performance of the Company’s independent registered public accounting firm and
determines whether to reengage the current accounting firm or consider other accounting firms. As part of that process, the Audit
Committee has met and held discussions with management and Deloitte regarding their planned audit of internal control over financial
reporting and the financial statement audit.
The
Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding
Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte the independent accountant’s
independence.
The
Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended November
30, 2024, with management and Deloitte. Management has represented to the Audit Committee that the financial statements were prepared
in accordance with accounting principles generally accepted in the United States.
The
Audit Committee met with Deloitte, with and without management present, to discuss the results of the audit and review procedures, including
the evaluations of the Company’s internal controls and the consolidated financial statements. The Audit Committee reviewed with
Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the
SEC, including the matters required to be reviewed pursuant to Rule 207 of Regulation S-X.
Based
on the above-mentioned reviews and discussions with management and Deloitte, the Audit Committee recommended to the Board of Directors
that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year
ended November 30, 2024, for filing with the SEC.
No
portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act or
the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report
appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition,
this report shall not be deemed filed under either the Securities Act or the Exchange Act.
Respectfully
submitted by the Audit Committee,
Charles
F. Kane, Chair
Rainer
Gawlick
Samskriti Y. King
| 86 |
|
Other
Matters
Our
Board of Directors knows of no other matters to be brought before the Annual Meeting. If any other matters are properly brought before
the Annual Meeting, the persons appointed as proxies for the meeting intend to vote the shares represented by that proxy in accordance
with their best judgment on such matters.
Certain
Relationships and Related Persons Transactions
Review,
Approval or Ratification of Transactions with Related Persons
Pursuant
to the Audit Committee’s charter, which can be found at www.progress.com under the heading “Corporate Governance” located
on the “Investor Relations” page, the Audit Committee is responsible for the review and approval of related person transactions.
A related person is a director, executive officer, nominee for director or certain stockholders of the Company since the beginning of
the last fiscal year and their respective immediate family members. A related person transaction is a transaction involving: (1) the
Company and any related person when the amount involved exceeds $120,000 and (2) the related person has a material direct or indirect
interest.
We
identify transactions for review and approval in accordance with the policies and procedures set forth in our Code of Conduct and
Business Ethics, which can be found at www.progress.com under the heading “Corporate Governance” located on the
“Investor Relations” page. The Code of Conduct and Business Ethics requires our employees, including our executive
officers, to disclose any potential or actual conflicts of interest to their manager. This disclosure also applies to potential
conflicts involving immediate family members of employees. We require our directors to complete a questionnaire intended to identify
any transactions or potential transactions that must be reported per SEC rules and regulations. This questionnaire also requires our
directors to promptly notify us of any changes during the year.
Transactions
with Related Persons
During
fiscal 2024, neither the Company nor its subsidiaries engaged in any transactions or series of similar transactions in which the amount
involved exceeded $120,000 and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting
securities or any member of the immediate family of any of the foregoing persons had a direct or indirect material interest, nor are
any such transactions currently proposed.
Information
About Progress Software Common Stock Ownership
The
following table sets forth certain information regarding beneficial ownership as of March 1, 2025:
| • | by
each person who is known by us to beneficially own more than 5% of the outstanding shares
of our common stock; |
| • | by
each of our directors and nominees for the Board of Directors; |
| • | by
each of our named executive officers; and |
| • | by
all of our directors and executive officers as a group. |
We
have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, beneficial ownership includes any shares
over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right
to acquire within 60 days of March 1, 2025, through the exercise of any stock option, warrants or other rights.
Other Matters
Proposals
of Stockholders For 2026 Annual Meeting
Proposals
of stockholders intended to be presented at the 2026 Annual Meeting must, in order to be included in our Proxy Statement and the form
of proxy for the 2026 Annual Meeting, be received at our principal executive offices by November 26, 2025.
Under
our bylaws, any stockholder intending to present any proposal (other than a proposal made by, or at the direction of, our Board of Directors)
at the 2026 Annual Meeting, must give written notice of that proposal (including certain information about any nominee or matter proposed
and the proposing stockholder) to our Secretary not later than the close of business on the 90th day (February 7, 2026) nor earlier than
the close of business on the 120th day (January 8, 2026) prior to the first anniversary of the preceding year’s annual meeting.
However, in the event that the date of the 2026 Annual Meeting is advanced by more than 30 days before or delayed by more than 30 days
after that anniversary date, the notice must be delivered not earlier than the close of business on the 120th day prior to the 2026 Annual
Meeting and not later than the close of business on the later of the 90th day prior to the 2026 Annual Meeting or the 10th day following
the date on which public announcement of the date of the meeting is first made.
Stockholders
who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees submitted under the advance
notice requirements of our bylaws must comply with the additional requirements of Rule 14a-19(b) and the other applicable
requirements of our bylaws. We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel. We
will not consider any proposal or nomination that is not timely or otherwise does not meet the bylaw and SEC requirements. We
reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply
with these and other applicable requirements.
| 90 |
|
Other Matters
About
the Meeting and Voting
Q:
Who is soliciting my vote?
A:
The Board of Directors of Progress is soliciting your vote at the 2025 Annual Meeting of Stockholders.
Q:
What is the purpose of the Annual Meeting?
A:
| • | To
elect nine directors to serve until the Annual Meeting of Stockholders to be held in 2026; |
| • | To
hold an advisory vote on the fiscal 2024 compensation of our named executive officers (say-on-pay
vote); |
| • | To
ratify the selection of Deloitte & Touche LLP as our independent registered public accounting
firm for our current fiscal year; and |
| • | To
transact any other business as may properly come before the Annual Meeting and any adjournment
or postponement of that meeting. |
Q:
How do I attend the meeting?
A:
This year’s Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the Annual Meeting live online
via webcast. All stockholders as of the close of business on March 12, 2025, the record date, or their duly appointed proxies, may attend
the meeting.
You
will be able to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online
before and during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PRGS2025. There will not be a physical meeting location
and you will not be able to attend the Annual Meeting in person. The webcast will start at 10:00 a.m. Eastern Time, on May 8, 2025. You
will need the 16-digit control number included on your proxy card or voting instruction form in order to be able to enter the Annual
Meeting online. Information contained on the Annual Meeting website is not incorporated by reference into this Proxy Statement or any
other report we file with the SEC.
Online
access to the audio webcast will open at 9:45 a.m. Eastern Time to allow time for you to log in and test your device’s audio system.
We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual Annual Meeting
during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting website.
We will have technicians available to assist you.
Q:
Why is the Annual Meeting a virtual, online meeting?
A:
We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the Annual Meeting by enabling
stockholders to participate remotely from any location around the world.
Our
virtual Annual Meeting will be governed by our rules of conduct and procedures, which will be posted at www.virtualshareholdermeeting.com
/PRGS2025
on the date of the Annual Meeting. We have designed the format of the virtual Annual Meeting so that stockholders have the same rights
and opportunities to vote and participate as they would have at a physical meeting. Stockholders will be able to submit questions online
before and during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.
Q:
Who is entitled to vote during the meeting?
A:
Only stockholders of record at the close of business on March 12, 2025, the record date for the meeting, are entitled to receive notice
of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all shares
that you held on that date during the meeting, or any postponements or adjournments of the meeting. There were 43,024,621 shares of our common stock outstanding on the record date.
Other Matters
If
you hold your shares through a broker, bank or other nominee rather than directly in your own name, you have the right to direct your
broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting online. Your broker, bank or nominee will provide
a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares. Shares held in street
name may also be voted online at the Annual Meeting.
Q:
What are the voting rights of the holders of our common stock?
A:
Each share of our common stock outstanding on the record date will be entitled to one vote on each matter considered during the meeting.
Q:
What is the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?
A:
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered
the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the stockholder
of record, you have the right to grant your voting proxy directly to us by completing, signing, dating and returning a proxy card or
to vote online at the Annual Meeting.
Many
of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If your shares
are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of your shares. We have
sent these proxy materials to your broker or bank. As the beneficial owner, you have the right to direct your broker, bank or nominee
on how to vote and you are also invited to attend the Annual Meeting online. Your broker, bank or nominee will provide a voting instruction
card for you to use in directing the broker, bank or nominee regarding how to vote your shares. Shares held in street name may also be
voted online at the Annual Meeting.
Q:
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
A:
We are distributing our proxy materials to certain stockholders over the Internet under the “notice and access” approach
in accordance with SEC rules. As a result, we mailed to many of our stockholders the Notice instead of a paper copy of the proxy
materials. All stockholders receiving the Notice will have the ability to access the proxy materials over the Internet and request
to receive a copy of the proxy materials by mail or email. Instructions on how to access the proxy materials over the Internet or to
request a paper or email copy may be found in the Notice. In addition, the Notice contains instructions on how you may request
access to proxy materials in printed form by mail or email on an ongoing basis.
This
approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method
of accessing the materials and voting.
Q:
May I see a list of stockholders entitled to notice of the Annual Meeting?
A:
A list of our stockholders who are entitled to notice of the Annual Meeting will be available to stockholders during the meeting at www.virtualshareholdermeeting.com/PRGS2025.
Q:
How do I submit a question at the virtual Annual Meeting?
A:
Before the Annual Meeting, you can submit questions at www.virtualshareholdermeeting.com/PRGS2025. During the Annual Meeting, you can
view our agenda and rules of conduct and procedures and submit questions at www.virtualshareholdermeeting.com/PRGS2025. Stockholders
must have their 16-digit control number to submit questions.
| 92 |
|
Other Matters
We
intend to answer all questions submitted during the Annual Meeting that are pertinent to the Company and the items being voted on by
stockholders, as time permits and in accordance with our rules of conduct and procedures. If we are unable to respond to a
stockholder’s properly submitted question due to time constraints, we will either post the response on the investor relations
section of our website following the Annual Meeting or respond directly to that stockholder using the contact information provided.
Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness,
efficiently use the Company’s resources and address all stockholder questions, we will respond to no more than two questions
from any single stockholder. All questions received from stockholders during the virtual Annual Meeting will be posted on the
Company’s investor relations website at http://investors.progress.com/ as soon as practicable following the Annual
Meeting.
Q:
What is a quorum?
A:
A quorum is the minimum number of our shares of common stock that must be represented at a duly called meeting in person or by proxy
to legally conduct business during the meeting. For the Annual Meeting, the presence, online or by proxy, of the holders of at least
21,512,311 shares, which is a simple majority of the 43,024,621 shares outstanding as of the record date, will be considered a quorum allowing votes to be taken and counted for the matters before
the stockholders.
If
you are a stockholder of record, you must deliver your vote by internet, phone or mail or attend the Annual Meeting online and vote to
be counted in the determination of a quorum.
Abstentions
and “broker non-votes” will be counted as present or represented at the Annual Meeting for purposes of determining the presence
or absence of a quorum. A “broker non-vote” occurs when a broker or other nominee who holds shares for a beneficial owner
withholds its vote on a particular proposal because it has not received voting instructions from the beneficial owner and does not have
the authority to vote on that matter without instructions. Brokers and other nominees have the discretion to vote on specified routine
or “discretionary” matters, but not on non-routine or “non-discretionary” matters.
Q:
What is the difference between a routine matter and a non-routine matter?
A:
Brokers cannot vote on their customers’ behalf on non-routine or “non-discretionary” proposals such as Proposal One,
the election of directors, and Proposal Two, the advisory vote on the fiscal 2024 compensation of our named executive officers (say-on-pay
vote). Proposal Three, the ratification of the appointment of our independent registered public accounting firm, is a routine or “discretionary”
matter for which your broker does not need your voting instruction to vote your shares.
Q:
How do I vote?
A:
If you are a stockholder of record, you have the option of submitting your proxy card by internet, phone, mail or attending the Annual
Meeting online.
| 1. | Internet:
You may vote your shares from any location in the world by going to www.proxyvote.com and
following the Internet voting instructions on the proxy card. Proxies submitted via the Internet
must be received by 11:59
p.m. Eastern Time on May 7, 2025. |
| 2. | Telephone:
You may vote your shares by calling 1-800-690-6903 (free within the United States, U.S. territories
and Canada) and following the instructions provided by the recorded message. Proxies submitted
via telephone must be received by 11:59 p.m. Eastern Time, on May 7, 2025. |
| 3. | Mail:
You may vote by completing and signing the proxy card and promptly mailing it in the enclosed
postage-prepaid envelope provided for that purpose. You do not need to put a stamp on the
enclosed envelope if you mail it from the United States. The shares you own will be voted
according to your instructions on the proxy card. 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 each director nominee and FOR Proposals 2
and 3. |
Other Matters
| 4. | During
the Annual Meeting: You may vote online during the virtual Annual Meeting at www.virtualshareholdermeeting.com/PRGS2025.
You will need your 16-digit control number included on your proxy card in order to be able
to vote during the virtual Annual Meeting. |
If
you are a beneficial owner of shares, you may direct your broker, bank or nominee as to how to vote your shares using the voting instruction
card provided by such broker, bank or nominee.
When
you vote, you are giving your “proxy” to the individuals we have designated to vote your shares during the meeting as you
direct. If you do not make specific choices, they will vote your shares to:
| • | elect
the nine individuals nominated by our Board of Directors; |
| • | approve
the advisory vote on the fiscal 2024 compensation of our named executive officers (say-on-pay
vote); and |
| • | approve
the ratification of the selection of Deloitte & Touche LLP as our independent registered
public accounting firm for our current fiscal year. |
If
any matter not listed in the Notice of Meeting is properly presented during the meeting, the proxies will vote your shares in accordance
with their best judgment. As of the date of this Proxy Statement, we know of no matters that need to be acted on during the meeting other
than as discussed in this Proxy Statement.
Q:
How does the Board of Directors recommend that I vote?
A:
The Board recommends that you vote your shares as follows:
| • | FOR
Proposal One — elect the nine nominees to the Board of Directors |
| • | FOR
Proposal Two — approve the advisory vote on the fiscal 2024 compensation of our named
executive officers (say-on-pay vote) |
| • | FOR
Proposal Three — approve the ratification of the selection of Deloitte & Touche
LLP as our independent registered public accounting firm for our current fiscal year |
Q:
Can I change or revoke my vote?
A:
You may revoke your vote at any time before the proxy is exercised by filing with our Secretary a written notice of revocation or by
signing and duly delivering a proxy bearing a later date. You may also revoke or change your vote by attending the Annual Meeting online
and voting electronically during the Annual Meeting as instructed above. Your attendance during the meeting will not by itself revoke
your vote.
Q:
How many votes are required to elect directors (Proposal One)?
A:
The nine nominees receiving the highest number of affirmative votes will be elected (also known as a “plurality” of the
votes cast). You may vote either FOR the nominee or WITHHOLD your vote from the nominee. Votes that are withheld will not be
included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote shares held by the firms
in street name for the election of directors absent instructions from beneficial owners. As a result, any uninstructed shares will
be treated as broker-non votes. Broker non-votes will have no effect on the results of this vote.
In
an uncontested election, if a nominee receives a greater number of votes “withheld” from their election than votes “for”
such election, that nominee is required to submit their offer of resignation for consideration by our Nominating and Corporate Governance
Committee in accordance with our director resignation policy discussed in more detail in Proposal 1 of this Proxy Statement.
| 94 |
|
Other Matters
Q:
How many votes are required to adopt the other proposals (Proposals Two and Three)?
A:
The other proposals will be approved if these proposals receive the affirmative vote of a majority of the shares present or represented
and entitled to vote on these proposals. For Proposals Two and Three, you may vote FOR the proposal, AGAINST the proposal, or you may
abstain. Abstentions will have the same effect as a vote “against” each of Proposals Two and Three. Absent instructions from
beneficial owners, brokerage firms do not have authority to vote shares held by the firms in street name on Proposal Two (advisory vote
on fiscal 2024 compensation of our named executive officers). As a result, any uninstructed shares on this Proposal will be treated as
a broker non-vote. Those broker non-votes will have no effect on the results of the vote with respect to this Proposal.
Brokerage
firms do have authority to vote customers’ uninstructed shares held by the firms in street name on Proposal Three
(ratification of the selection of independent registered public accounting firm). We are not required to obtain the approval of our
stockholders to appoint Deloitte & Touche LLP as our independent registered public accounting firm. However, if our stockholders
do not ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our current fiscal
year, the Audit Committee of our Board will consider the results of this vote when selecting auditors in the future.
Q:
What is “householding” of proxy materials?
A:
In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address and have not
given contrary instructions received only one copy of the proxy materials. This practice is designed to reduce duplicate mailings,
save printing and postage costs, and align with our sustainability practices to reduce paper consumption. If you would like to have
a separate copy of our annual report and/or Proxy Statement mailed to you or to receive separate copies of future mailings, please
contact Broadridge Financial Solutions, Inc. by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes
Way, Edgewood, New York 11717 or by phone at (866) 540-7095. Such additional copies will be delivered promptly upon receipt of such
request.
In
other cases, stockholders receiving multiple copies at the same address may wish to receive only one. If you now receive more than one
copy and would like to receive only one copy, please submit your request to Broadridge Financial Solutions, Inc. at the address or phone
number listed above.
Q:
Who will count the votes and where can I find the voting results?
A:
Broadridge Financial Solutions, Inc. will tabulate the voting results. We will announce the voting results at the Annual Meeting and
we will publish the results by filing a Current Report on Form 8-K with the SEC within four business days of the Annual Meeting.
Expenses
of Solicitation
We
will bear the cost of solicitation of proxies. In addition to soliciting stockholders by mail, we will reimburse other custodians, nominees
and fiduciaries for their reasonable out-of-pocket costs in forwarding proxy materials to the beneficial owners of shares held of record
by them. Our directors, officers and regular employees may, without additional compensation, solicit stockholders in person or by mail,
telephone, facsimile or otherwise following the original solicitation. We may engage a proxy solicitation firm in connection with the
Annual Meeting, in which case, the fees and expenses associated with any such proxy solicitation firm will be paid by us.
Other Matters
Available
Information
Stockholders
of record on March 12, 2025, will receive with this Proxy Statement a copy of our Annual Report containing detailed financial information
concerning the Company.
We
will furnish our Annual Report, including the financial statements, free of charge upon written request. The exhibits to the Annual Report
not included in the proxy materials are available electronically at www.sec.gov. Written requests should be directed to the following
address: Progress Software Corporation, 15 Wayside Road, Suite 400, Burlington, Massachusetts 01803, Attention: YuFan Stephanie Wang,
Corporate Secretary.
Our
Annual Report (including exhibits thereto) is also available on our website at www.progress.com.
PROGRESS
SOFTWARE CORPORATION
2025
Annual Meeting of Stockholders
Progress Software Corporation
15
Wayside Road
Suite
400
Burlington,
MA 01803
| 96 |
|
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Disclosure - Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Value
of Initial Fixed $100
Investment Based On: |
|
|
| |
|
|
Average |
|
|
NASDAQ |
|
|
| |
|
|
Summary |
Average |
|
Computer |
|
|
| |
Summary |
|
Compensation |
Compensation |
PRGS |
Index |
|
Non-GAAP |
| |
Compensation |
Compensation |
Table
Total |
Actually
Paid |
Total |
Total |
Net |
Operating |
| Fiscal |
Table
Total |
Actually
Paid |
for
non-PEO |
to
non-PEO |
Stockholder |
Stockholder |
Income |
Income |
| Year |
for
PEO($)(1)(2) |
to
PEO($)(3) |
NEOs($)(1)(2) |
NEOs($)(3) |
Return($)(4) |
Return($)(4)(5) |
($M) |
($M)(6) |
| (a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
| 2024 |
10,374,886 |
9,791,311 |
2,605,189 |
2,524,468 |
172.27 |
206.32 |
219.0 |
298.5 |
| 2023 |
8,635,534 |
9,246,854 |
2,380,214 |
2,526,879 |
134.31 |
148.35 |
194.2 |
270.6 |
| 2022 |
6,900,213 |
12,820,362 |
1,928,895 |
3,424,464 |
132.97 |
102.36 |
182.8 |
242.1 |
| 2021 |
6,019,029 |
13,091,651 |
2,440,870 |
4,036,210 |
120.82 |
142.39 |
172.9 |
229.2 |
|
|
|
|
| Company Selected Measure Name |
|
Non-GAAP Operating Income
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
2023
and 2024: Mr. Gupta served as the PEO for the entirety of 2023 and 2024. The Company’s
other NEOs for 2023 and 2024 were: Anthony Folger, John Ainsworth, Loren Jarrett and Sundar
Subramanian.
|
|
|
|
| Peer Group Issuers, Footnote [Text Block] |
|
The
TSR Peer Group consists of the NASDAQ Computer Index, an independently prepared index (and
which is used for the Company’s stock performance chart in the Annual Report on Form
10-K for the year ended November 30, 2024).
|
|
|
|
| SCT Total |
[1],[2] |
$ 10,374,886
|
$ 8,635,534
|
$ 6,900,213
|
$ 6,019,029
|
| Compensation Actually Paid |
[3] |
$ 9,791,311
|
9,246,854
|
12,820,362
|
13,091,651
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
| |
|
|
|
|
| |
PEO |
| Fiscal
Year |
2021 |
2022 |
2023 |
2024 |
| SCT
Total |
$6,019,029 |
$6,900,213 |
$8,635,534 |
$10,374,886 |
| -
Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
($4,557,407) |
($5,642,964) |
($7,184,594) |
($8,695,919) |
| +
Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
$5,272,547 |
$7,164,080 |
$6,944,482 |
$6,150,287 |
| +
Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
$5,407,403 |
$4,351,106 |
$26,379 |
$398,911 |
| +
Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
$452,241 |
$419,596 |
$553,066 |
$761,983 |
| +
Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting
Conditions Were Satisfied During Fiscal Year |
$497,837 |
($371,669) |
$271,987 |
$801,163 |
| -
Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable
Vesting Conditions During Fiscal Year |
— |
— |
— |
— |
| Compensation
Actually Paid |
$13,091,651 |
$12,820,362 |
$9,246,854 |
$9,791,311 |
|
|
|
|
| SCT Total |
[1],[2] |
$ 2,605,189
|
2,380,214
|
1,928,895
|
2,440,870
|
| Compensation Actually Paid |
[3] |
$ 2,524,468
|
2,526,879
|
3,424,464
|
4,036,210
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
| |
|
|
|
|
| |
NEO |
| Fiscal
Year |
2021 |
2022 |
2023 |
2024 |
| SCT
Total |
$2,440,870 |
$1,928,895 |
$2,380,214 |
$2,605,189 |
| -
Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
($1,688,435) |
($1,282,551) |
($1,590,901) |
($1,764,843) |
| +
Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
$1,922,508 |
$1,628,288 |
$1,537,748 |
$1,248,194 |
| +
Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
$1,142,112 |
$1,115,953 |
$7,467 |
$100,546 |
| +
Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
$105,531 |
$95,362 |
$122,452 |
$154,630 |
| +
Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting
Conditions Were Satisfied During Fiscal Year |
$113,625 |
($61,483) |
$69,899 |
$180,751 |
| -
Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable
Vesting Conditions During Fiscal Year |
— |
— |
— |
— |
| Compensation
Actually Paid |
$4,036,210 |
$3,424,464 |
$2,526,879 |
$2,524,468 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
The
following charts provide a description of the relationship between the “Compensation Actually Paid” to the PEO and average
of non-PEO NEOs and respective metrics.
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
|
| Tabular List, Table |
|
Tabular
List of Financial Performance Measures
The
following is a list of financial performance measures, which in our assessment represent the most important financial performance measures
used by the Company to link compensation actually paid to the NEOs for 2024. Please see the “Compensation Discussion and Analysis”
for a further description of the metrics used in the Company’s executive compensation program.
| 1. | Non-GAAP
Operating Income – incentivizes profitability and operation efficiency |
| 2. | Non-GAAP
Revenue – broad topline financial metric incentivizing business development and growth |
| 3. | Adjusted
Free Cash Flow – reflects disciplined management of the business to generate cash for
investment and capital returns |
|
|
|
|
| Total Shareholder Return Amount |
[4] |
$ 172.27
|
134.31
|
132.97
|
120.82
|
| Peer Group Total Shareholder Return Amount |
[4],[5] |
206.32
|
148.35
|
102.36
|
142.39
|
| Net Income (Loss) Attributable to Parent |
|
$ 219,000,000.0
|
$ 194,200,000
|
$ 182,800,000
|
$ 172,900,000
|
| Company Selected Measure Amount |
[6] |
298,500,000
|
270,600,000
|
242,100,000
|
229,200,000
|
| PEO Name |
|
Mr. Gupta
|
|
|
|
| Additional 402(v) Disclosure |
|
Relationship
Between Pay and Performance
We
believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are
reflective of the Compensation Committee’s emphasis on “pay-for-performance.” “Compensation Actually Paid”
is higher than our Summary Compensation Total figures in each of the first three years presented due to the increased value of performance-based
and equity compensation as a result of strong stock price performance. “Compensation Actually Paid” is lower than our Summary
Compensation Total figures for 2024 primarily because equity awards granted in 2024 had a lower value at year end than on the date of
grant.
|
|
|
|
| Peo Grant Date Fair Value Of Option Awards And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
$ (8,695,919)
|
$ (7,184,594)
|
$ (5,642,964)
|
$ (4,557,407)
|
| Peo Fair Value At Fiscal Year End Of Outstanding And Unvested Option Awards And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
6,150,287
|
6,944,482
|
7,164,080
|
5,272,547
|
| Peo Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
398,911
|
26,379
|
4,351,106
|
5,407,403
|
| Peo Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
761,983
|
553,066
|
419,596
|
452,241
|
| Peo Change In Fair Value As Of Vesting Date Of Option Awards And Stock Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
801,163
|
271,987
|
(371,669)
|
497,837
|
| Peo Fair Value As Of Prior Fiscal Year End Of Option Awards And Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
|
|
|
| Non N E O P E O Grant Date Fair Value Of Option Awards And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
(1,764,843)
|
(1,590,901)
|
(1,282,551)
|
(1,688,435)
|
| Non N E O P E O Fair Value At Fiscal Year End Of Outstanding And Unvested Option Awards And Stock Awards Granted In Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
1,248,194
|
1,537,748
|
1,628,288
|
1,922,508
|
| Non N E O P E O Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
100,546
|
7,467
|
1,115,953
|
1,142,112
|
| Non N E O P E O Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
154,630
|
122,452
|
95,362
|
105,531
|
| Non N E O P E O Change In Fair Value As Of Vesting Date Of Option Awards And Stock Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
180,751
|
69,899
|
(61,483)
|
113,625
|
| Non N E O P E O Fair Value As Of Prior Fiscal Year End Of Option Awards And Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
|
|
|
|
| Measure [Axis]: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Measure Name |
|
Non-GAAP
Operating Income
|
|
|
|
| Non-GAAP Measure Description [Text Block] |
|
As
noted in “Compensation Discussion and Analysis,” the Compensation Committee selected
Non-GAAP Operating Income as a key metric for evaluating and rewarding management’s
performance in the 2024 incentive program design. This measure is used to determine the payout
of 40% of the 2024 corporate bonus plan, as well as 75% of the LTIP (on a three-year aggregated
basis), and is aligned with the earnings we have reported to stockholders on a quarterly
basis.
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Measure Name |
|
Non-GAAP
Revenue
|
|
|
|
| Measure [Axis]: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Measure Name |
|
Adjusted
Free Cash Flow
|
|
|
|
|
|
