Christopher Lafond
PEGASYSTEMSAbout Christopher Lafond
Independent director since April 2019; age 59 as of April 1, 2025. Lafond chairs the Audit Committee (designated the Audit Committee Financial Expert) and serves on the Nominating & Corporate Governance Committee and the Audit Committee’s new Risk Sub-Committee (formed Feb-2025). He is a seasoned software operator and finance leader: former CEO (2019–Jan 2025) and earlier CFO (2017–2019) of Insurity; EVP & CFO of Intralinks (2015–2017); and longtime Gartner executive including CFO (2003–2014). He holds a B.A. in Economics (University of Connecticut) and an M.B.A. (Columbia Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insurity, Inc. | Chief Executive Officer; Director | Aug 2019 – Jan 2025 | Led private software company; governance role as board member |
| Insurity, Inc. | Chief Financial Officer | Nov 2017 – Aug 2019 | Transitioned Insurity’s finance leadership pre-CEO tenure |
| Intralinks Holdings, Inc. | EVP & Chief Financial Officer | Jun 2015 – Jun 2017 | Senior public-company finance leadership |
| Gartner, Inc. | Executive Vice President & Chief Financial Officer | 2003 – 2014 | Enterprise-scale finance leadership; prior Gartner finance roles since 1995 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SiriusDecisions, Inc. | Board Member | Aug 2017 – Jan 2019 | Advisory/directorship prior to acquisition by Forrester |
| FASB Small Business Advisory Committee | Member | Mar 2019 – Dec 2023 | Accounting advisory experience |
| Insurity, Inc. | Board Member | Aug 2019 – Jan 2025 | Board service concurrent with CEO role |
| Public company directorships | — | — | None disclosed in PEGA proxy |
Board Governance
- Committee assignments (2024–2025):
- Audit Committee: Chair; designated “audit committee financial expert” under Reg S-K 407(d)(5)(ii) .
- Nominating & Corporate Governance Committee: Member .
- Risk Sub-Committee of the Audit Committee (formed Feb 2025): Member, oversight of ERM execution .
- Independence: Board determined Lafond is an independent director under Nasdaq Rule 5605(a)(2) .
- Attendance/Engagement: Board met 9 times in 2024; each director attended at least 75% of Board and relevant committee meetings; executive sessions of non-employee directors held periodically .
- Board structure context: Combined Chair/CEO; no Lead Independent Director; risk oversight enhanced via 2025 Risk Sub-Committee .
Fixed Compensation
| Component (Non-Employee Director) | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard director cash retainer |
| Committee chair/member retainers | Audit Chair $27,000; Audit member $15,000; Comp member $10,000; Comp Chair $20,000; Nominating Chair $12,500; no fees for non-chair Nominating members | Paid in full at grant; covers period to next AGM |
| Equity grant (annual) | $250,000 grant value | 50% common stock and 50% stock options; fully vested when granted |
| Lafond 2024 compensation (actual) | Cash fees: $77,000; Stock awards: $250,000; Total: $327,000 | Composition reflects Board retainer + Audit Chair fee; stock awards at grant-date fair value |
Directors do not receive meeting fees; reasonable expenses reimbursed .
Performance Compensation
| Element | Design/Metric | Vesting/Terms |
|---|---|---|
| Director equity (annual) | Not performance-based; mix of common stock and options | Equity fully vested when granted; 50% stock/50% options |
No performance metrics are applied to non-employee director equity; performance-linked awards described in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Insurity, Inc. | Private | CEO & Director (ended Jan 2025) | No related-party transactions with PEGA disclosed for 2024; none proposed |
| SiriusDecisions, Inc. | Private (at time) | Director (2017–2019) | Historical role; no PEGA related-party disclosure |
| Public company boards | — | — | None disclosed |
Expertise & Qualifications
- Financial expert: Audit Committee Chair; designated “audit committee financial expert” by the Board .
- Deep software operating and finance experience (Gartner CFO; Insurity CEO/CFO; Intralinks CFO) .
- Education: B.A. Economics (UConn); M.B.A. (Columbia) .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Christopher Lafond | 9,653 | 25,068 | 34,721 | <1% (as indicated by “*”) |
- Stock ownership guidelines: Directors must hold shares equal to 3x annual cash retainer; 5-year compliance window; unvested awards excluded; Company reports all directors/officers have satisfied or are within phase-in .
- Hedging/Pledging: Hedging prohibited for directors; proxy discloses pledged shares for CEO only; no pledging disclosed for Lafond .
Governance Assessment
- Positives for investor confidence:
- Independent director, Audit Chair, and SEC-defined “financial expert,” signaling robust financial oversight .
- Member of newly formed Risk Sub-Committee, enhancing ERM governance .
- Strong attendance norms (≥75%) across Board/committees; active committee cadence (Audit 4; Compensation 6; Nominating 5 meetings in 2024) .
- Director pay structure weighted to equity ($250k equity vs. $77k cash in 2024), aligning interests, alongside 3x retainer ownership guideline (compliance at the group level) .
- No related-party transactions involving Lafond disclosed for 2024; comprehensive Related Person Transaction Policy in place .
- Watch items:
- Board leadership: Combined CEO/Chair and no Lead Independent Director; mitigated partially by strong committee independence and the Risk Sub-Committee .
- Director equity grants are fully vested at grant (no performance or holding conditions beyond ownership guidelines), placing more emphasis on guideline compliance for alignment .
- Shareholder sentiment context: Say-on-Pay support of 93% in 2024 suggests broad investor alignment with compensation governance (executive program measure; indicates overall governance credibility) .