Larry Weber
PEGASYSTEMSAbout Larry Weber
Larry Weber, 69, has served on Pegasystems’ Board since August 2012. He is the CEO and Chairman of Racepoint Global (founded September 2004), previously founded Weber Shandwick (2001), and holds a B.A. in English from Denison University and an M.F.A. in Writing and Literature from Antioch College, Oxford. He chairs Pegasystems’ Nominating & Corporate Governance Committee (since January 2015) and serves on the Compensation and Audit Committees, as well as the Audit Committee’s Risk Sub-Committee (formed February 2025). His background is rooted in global marketing, public relations, and digital communications, with seven authored books on marketing and leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Racepoint Global, Inc. | CEO & Chairman | Since Sep 2004 | Built ecosystem to support CMOs and community/content strategies |
| Weber Shandwick | Founder | 2001 | Grew one of world’s largest public relations agencies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RMG Networks Holding Corporation | Director; Nominating & Corporate Governance Committee | 2017–2018 | Board and governance oversight at digital signage provider to Fortune 100 |
| Avectra | Director | 2011–2013 | Board oversight for AMS/social CRM software provider |
| MITX (Massachusetts Innovation & Technology Exchange) | Co-Founder & Chairman | Not disclosed | Advocacy organization leadership in interactive technology |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair), Risk Sub-Committee (member). The Risk Sub-Committee was established February 2025 to oversee enterprise risk management.
- Independence: The Board determined Larry Weber is independent under Nasdaq Rule 5605(a)(2).
- Attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings of which they were a member. All directors attended the 2024 Annual Meeting of Shareholders.
- Board leadership: Combined Chair/CEO; no Lead Independent Director.
Fixed Compensation
| Component | Larry Weber (2024) | Program Terms |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee directors paid $50,000 cash annually |
| Committee fees | $37,500 | Audit member $15,000; Audit Chair $27,000; Compensation member $10,000; Compensation Chair $20,000; Nominating Chair $12,500; no fee for non-Chair members of Nominating Committee |
| Equity grant (annual) | $250,000 (50% common stock; 50% options) | Annual equity grant valued at $250,000; 50% stock, 50% options; both fully vested when granted |
| Total director compensation (2024) | $337,500 | Sum of cash fees and equity value |
Performance Compensation
| Performance-Linked Element | Design | Status |
|---|---|---|
| Director performance-based pay | None disclosed | Annual equity grants are fully vested at grant; no performance metrics tied to director compensation disclosed |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| RMG Networks Holding Corporation | Digital signage | Director; Nominating & Corporate Governance Committee | No PEGA-related transactions disclosed in 2024 proxy |
| Avectra | Software (AMS/social CRM) | Director | No PEGA-related transactions disclosed in 2024 proxy |
| MITX | Technology advocacy | Co-Founder & Chairman | Advocacy/non-profit; no related-party transactions disclosed |
Expertise & Qualifications
- Extensive leadership in global marketing and public relations; founder and chair roles, deep digital marketing credentials.
- Governance experience: long-tenured committee chair (Nominating & Corporate Governance), multi-committee service, Risk Sub-Committee member.
- Publications: Seven books on marketing, digital strategy, reputation, and leadership.
- Education: B.A. Denison University; M.F.A. Antioch College, Oxford.
Equity Ownership
| As of | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jan 31, 2025 | 8,229 | 25,068 | 33,297 | <1% (“*” per proxy) |
- Stock ownership guidelines: Directors must own shares equal to 3x annual cash retainer; unvested awards do not count; retain 50% of net shares until compliant; compliance expected within 5 years. Currently, all directors/officers have satisfied minimums or are within phase-in.
- Hedging prohibited for directors and employees under Insider Trading Policy.
- Pledging disclosure: Proxy specifically discloses pledged shares for CEO; no pledging disclosure for Larry Weber.
Governance Assessment
-
Strengths
- Independent director with broad governance engagement: committee chairmanship (Nominating & Corporate Governance) and membership across Audit, Compensation, and Risk Sub-Committee signal active oversight and cross-functional visibility.
- Attendance and engagement: met ≥75% threshold; full Board participation at annual meeting indicates commitment to governance duties.
- Alignment policies: robust ownership guidelines and hedging prohibition enhance alignment with shareholders.
-
Considerations
- Equity grants to directors are fully vested at grant, reducing long-term retention features relative to time-vested equity; monitor equity realization versus sustained service.
- Board leadership structure lacks a Lead Independent Director; concentrated leadership may heighten scrutiny of independent oversight effectiveness.
- Broader board context: CEO holds significant ownership and has shares pledged; while not specific to Weber, pledging at the top level is a governance sensitivity requiring continuous board monitoring.
-
Conflicts/Related Party Transactions
- No related-party transactions for directors disclosed in 2024; policy requires board review/approval of any such transactions ≥$120,000.
RED FLAGS to watch: absence of Lead Independent Director ; enterprise-level share pledging by CEO (not attributable to Weber) .