Peter Gyenes
PEGASYSTEMSAbout Peter Gyenes
Independent director of Pegasystems since March 2009; age 79. He holds a B.A. in mathematics and an M.B.A. from Columbia University, with four decades of global software and computer systems leadership including CEO roles and significant M&A experience (Ascential Software sold to IBM) . Board-designated independent under Nasdaq rules; current tenure reflects sustained governance involvement at Pega .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascential Software (incl. VMark, Ardent, Informix) | Chairman & CEO; led growth to data integration leader and sale to IBM | 1996–2005 | Drove category leadership; executed strategic sale to IBM |
| Racal InterLan | President & CEO | Prior to 1996 | Networking leadership role |
| Data General; Encore Computer; Prime Computer | Executive positions | Prior to 1996 | Senior operating leadership in computing |
| Xerox Data Systems; IBM | Sales/technical roles (early career) | Early career | Technical/sales foundation |
| Ernst & Young Entrepreneur of the Year (NE Region) | Award recipient (Software) | 2005 | External recognition for leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Syncro (MSP software) | Chairman of the Board | Since Jan 2025 |
| Massachusetts Technology Leadership Council | Trustee Emeritus | Ongoing |
| RealPage, Inc. | Director | Jan 2010–Apr 2021 |
| Sophos plc | Director | May 2006–Mar 2020 |
| Information Builders, Inc. | Director | Nov 2017–Dec 2020 |
| Carbonite, Inc. | Director | Apr 2015–Feb 2019 |
| IntraLinks, Inc. | Director | Feb 2008–Jan 2017 |
| Epicor | Director | Aug 2011–Aug 2016 |
| EnerNOC Inc. | Director | Apr 2013–Oct 2015 |
| Appfluent Technologies | Director | Aug 2005–Apr 2015 |
| Cimpress NV | Director | Feb 2009–Nov 2015 |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee member; not a chair. Audit Committee chaired by Christopher Lafond; Compensation chaired by Sharon Rowlands; Nominating & Corporate Governance chaired by Larry Weber .
- Independence: Board has determined Mr. Gyenes is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting of Shareholders .
- Risk oversight: Audit Committee created a Risk Sub-Committee in Feb 2025 to oversee enterprise risk management; Gyenes sits on Audit; risk sub-committee staffed by Lafond and Weber .
Fixed Compensation
| Component | Amount (2024) |
|---|---|
| Annual Board cash retainer | $50,000 |
| Committee retainer(s) | $15,000 (Audit Committee member; no non-chair fees for Nominating & Corporate Governance) |
| Total cash fees | $65,000 |
Performance Compensation
| Equity Element | Grant structure | Grant date fair value (2024) |
|---|---|---|
| Annual Equity Grant | 50% common stock, 50% stock options; both fully vested when granted | $250,000 |
Performance metrics tied to director compensation: None disclosed; director equity awards are time-based and fully vested at grant, not contingent on performance .
Other Directorships & Interlocks
- Network breadth across software, cybersecurity, ERP, data and property tech; no related-party transactions with Pega disclosed in 2024 (>$120,000 threshold) .
- No committee interlocks indicating compensation consultant conflicts; Compensation Committee members were independent, with Richard Jones a former Pega executive (1999–2007) but not in 2024; Board deemed independence .
Expertise & Qualifications
- Deep CEO/operator experience in enterprise software, data integration, networking, and computing; proven M&A execution (sale of Ascential to IBM) .
- Audit committee service and governance experience across multiple public boards; Columbia MBA; Ernst & Young recognition strengthens governance credibility .
Equity Ownership
| Holder | Shares owned | Shares acquirable within 60 days | Total beneficial | % of outstanding |
|---|---|---|---|---|
| Peter Gyenes | 12,172 | 25,068 | 37,240 | <1% (asterisk per proxy) |
- Ownership alignment: Pega’s stock ownership guidelines require directors to own shares equal to 3x annual cash retainer; all directors/officers either meet guidelines or are within phase-in period .
- Hedging policy: Directors prohibited from hedging or short sales in Pega securities .
- Clawback: Compensation recovery policy adopted under SEC Rule 10D-1; equity awards and shares subject to cancellation/forfeiture/clawback for misconduct or as required by law/company policy .
Governance Assessment
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Strengths: Long-tenured independent director with deep operational and M&A background; active on Audit and Nominating committees; strong shareholder-alignment policies (ownership guidelines, hedging prohibition, clawback); enhanced risk oversight via Audit Risk Sub-Committee .
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Compensation balance: Director pay favors equity (~$250k vs $65k cash), supporting alignment; non-employee director annual total capped at $500k under the LTIP, mitigating pay inflation risk .
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Attendance and engagement: Met minimum participation benchmarks; presence at annual meeting supports engagement .
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Areas to monitor: Pega’s combined Chair/CEO structure and no lead independent director concentrate leadership; committee oversight partially mitigates via independent committees and risk sub-committee. Consider investor preference for lead independent director in future governance enhancements .
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Related-party/RED FLAGS: No related-party transactions involving directors in 2024; no pledging disclosed for Mr. Gyenes; insider filings were timely company-wide in 2024. No tax gross-ups, option repricings, or director-linked conflicts disclosed for 2024 .