Dianne Ledingham
PEGASYSTEMSAbout Dianne Ledingham
Dianne Ledingham (age 62) has served as an independent director of Pegasystems since September 2016, with committee service on the Compensation Committee and the Nominating & Corporate Governance Committee since January 2017. She is an Advisory Partner at Bain & Company, with 30+ years of leadership in commercial and sales excellence in technology and software; she also serves on Edgio’s board. She holds an electrical engineering degree with honors from Brown University and an MBA with distinction from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Advisory Partner; leader in Customer Strategy & Marketing; Telecom, Media & Technology practice | 30+ years | Served on Bain’s Board of Directors; elected Chair of Global Compensation & Promotion Committee; elected Chair of Global Nominating Committee; founding global leader for Sales and Channel Effectiveness within Customer Strategy & Marketing |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Edgio | Director | Since Sept 2022 | Public company directorship |
| City Year Boston | Board member; former Chair | Since 2009; Chair 2013–2017 | Non-profit governance experience |
| Ventures for Hope | Treasurer | Since Feb 2014 | Non-profit financial oversight |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not Chair). Committee Chairs: Compensation—Sharon Rowlands; Nominating & Corporate Governance—Larry Weber; Audit—Christopher Lafond .
- Independence: Board determined Ledingham is independent under Nasdaq Rule 5605(a)(2); no transactions or relationships relevant to independence in 2024 beyond those disclosed .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 Annual Meeting. Compensation Committee held 6 meetings; Nominating & Corporate Governance held 5 meetings .
- Executive sessions: Non-employee directors hold executive sessions periodically, generally with each regularly scheduled Board meeting .
- Leadership structure: PEGA has a combined Chairman/CEO (Alan Trefler) and no Lead Independent Director—structural governance risk to independence and oversight that investors monitor .
- Risk oversight: Audit Committee created a Risk Sub-Committee in Feb 2025; members are Lafond and Weber (not Ledingham) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Standard non‑employee director retainer |
| Committee membership fees | $10,000 | Compensation Committee member fee; no fee for non‑Chair Nominating & Corporate Governance membership |
| Total cash fees | $60,000 | Per 2024 director compensation table |
Performance Compensation
| Equity Component (2024) | Value | Structure | Vesting |
|---|---|---|---|
| Annual Equity Grant | $250,000 | 50% common stock; 50% stock options | Fully vested at grant |
- No disclosed performance metrics or PSUs for director compensation; annual director equity awards are fixed-value and fully vested when granted (not performance-conditioned) .
Other Directorships & Interlocks
- Public company board: Edgio (technology; content delivery optimization) .
- No disclosed related-party transactions or business dealings involving Ledingham with PEGA in 2024 (threshold >$120,000). Related party note pertains to family relationship between Alan and Leon Trefler; otherwise none disclosed .
- No disclosed shared directorships creating interlocks with PEGA competitors/suppliers/customers in the proxy .
Expertise & Qualifications
- Deep technology/software sector expertise; commercial and sales excellence leadership at Bain; founding global leader for Sales & Channel Effectiveness .
- Governance credentials: service on Bain’s Board; chaired Bain’s Global Compensation & Promotion and Global Nominating committees—strong compensation and nomination/governance expertise .
- Technical and analytical foundation (Electrical Engineering, Brown; MBA with distinction, Harvard) .
Equity Ownership
| Holder | Number of Shares Owned | Shares Acquirable within 60 Days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Dianne Ledingham | 17,019 | 25,068 | 42,087 | <1% |
- Ownership guidelines: Directors must own shares equal to 3× annual cash retainer; directors and officers have satisfied the minimum or are within phase‑in periods; unvested awards do not count towards minimum; 50% net share retention until compliance; share sale restrictions if below minimum; no hedging allowed per Insider Trading Policy .
- Hedging/pledging: Hedging and short sales are prohibited for directors; proxy discloses pledged shares for Alan Trefler, but no pledged shares disclosed for Ledingham .
Governance Assessment
- Strengths: Independent director with robust governance experience (compensation and nominating leadership), active engagement (≥75% attendance; participation on two key committees), and strong alignment via equity-heavy director pay ($250k equity vs. $60k cash in 2024). No related-party transactions or conflicts disclosed involving Ledingham .
- Risks/RED FLAGS: Structural—combined Chairman/CEO with no Lead Independent Director; investors often scrutinize oversight and independence under this structure . No red flags tied to Ledingham personally (no pledging, no related-party exposure, no attendance issues disclosed) .
- Investor signals: Say‑on‑Pay support was 93% in 2024, indicating broad shareholder approval of compensation practices, though it pertains to executive pay rather than director pay .
- Policy safeguards: Adopted compensation clawback policy in 2023 under SEC Rule 10D‑1; explicit no‑hedging policy; established Risk Sub‑Committee under Audit Committee—improves risk oversight framework .
Overall: Ledingham’s profile supports board effectiveness—compensation and governance expertise, independence, and engagement—with limited conflict risk. The primary governance concern is structural at the board level (no Lead Independent Director), not specific to Ledingham .