Richard Jones
PEGASYSTEMSAbout Richard Jones
Richard Jones, 73, is an independent director of Pegasystems (PEGA) and has served on the Board since November 2000; he previously served as President & Chief Operating Officer (1999–2002), Vice Chairman (2002–2007), and part-time employee (2002–2007) . He holds a B.A. from Duke University (economics and management science) and an M.B.A. from Wharton . Jones beneficially owns 511,035 shares (485,967 owned plus 25,068 acquirable within 60 days; <1% of outstanding) with holdings across the Richard H. Jones Revocable Trust and family-related trusts, and has no pledging disclosed; directors must hold shares equal to 3x the annual cash retainer and the company reports directors are in compliance or within phase-in .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pegasystems Inc. | President & COO | Oct 1999 – Sep 2002 | Senior operating leadership |
| Pegasystems Inc. | Vice Chairman | Sep 2002 – Jul 2007 | Board leadership |
| Pegasystems Inc. | Part-time employee | Jul 2002 – Jul 2007 | Continued advisory/operational support |
| Barnett Banks, Inc. | Chief Asset Management Executive; Operating Committee | 1995 – 1997 | Top-25 U.S. bank at the time |
| Fleet Investment Services | Chief Executive Officer | 1991 – 1995 | Brokerage/wealth management CEO |
| Fidelity Investments | Executive Vice President | Not specified | Senior financial services executive |
| Booz, Allen & Hamilton | Principal | Not specified | Strategy consulting background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resonantia, Inc. | Director | Since Sep 2022 | Private company board oversight |
| KaliVir Immunotherapeutics (formerly Western Oncolytics Ltd.) | Director | Since Jul 2014 | Private biotech board; oncology focus |
| Jones Boys Ventures | Chairman | Since Jun 1995 | Retail operations leadership |
| Episcopal School of Jacksonville | Honorary Trustee | Current | Community/education governance |
| Buyers Access, LLC | Prior Director | Not specified | Housing procurement specialist |
| Colo5, LLC | Prior Director | Not specified | Data center operator |
Board Governance
- Committees: Compensation Committee member and Nominating & Corporate Governance Committee member; not a committee chair. Current chairs: Compensation – Sharon Rowlands; Nominating & Corporate Governance – Larry Weber; Audit – Christopher Lafond .
- Independence: Board determined Jones is independent under Nasdaq Rule 5605(a)(2) .
- Attendance/Engagement: Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Not designated; CEO also serves as Chairman, with oversight via independent committees and a Risk Sub-Committee under the Audit Committee (members: Lafond and Weber) .
- Ownership Guidelines: Directors must own shares equal to 3x annual cash retainer; directors are reported as compliant or within phase-in period .
- No Hedging: Company prohibits hedging or short sales by directors and employees .
Fixed Compensation
| Component | 2024 Amount ($) | Structure/Notes |
|---|---|---|
| Annual Board Cash Retainer | 50,000 | Paid in full at grant; covers period until next annual meeting |
| Committee Membership Fees (Compensation Committee) | 10,000 | Compensation Committee member fee; Nominating membership carries no non-chair fee |
| Total Cash Earned (Jones) | 60,000 | 50,000 Board retainer + 10,000 committee fee |
| Prior Year Benchmark (2022) | 60,000 | Same cash structure (retainer + 10,000 committee fee) |
Performance Compensation
| Element | 2024 Value ($) | Form | Vesting |
|---|---|---|---|
| Annual Equity Grant | 250,000 | 50% common stock; 50% stock options | Fully vested at grant |
| Prior Year Benchmark (2022) | 200,000 | 50% common stock; 50% stock options | Fully vested at grant |
Performance metrics tied to director compensation:
| Category | Detail |
|---|---|
| Metrics for Director Equity Awards | None disclosed; grants are fully vested and not contingent on performance |
Other Directorships & Interlocks
| Company/Relationship | Potential Interlock/Conflict | Status |
|---|---|---|
| KaliVir Immunotherapeutics; Resonantia | Private companies; no disclosed transactions with PEGA | No related-party transactions disclosed for 2024 |
| Jones Boys Ventures | Private retail | No related-party transactions disclosed for 2024 |
| Buyers Access; Colo5 | Prior roles | No current conflicts disclosed |
Expertise & Qualifications
- Former PEGA President & COO and Vice Chairman with deep operational and governance experience at the company .
- Financial services leadership (Fleet Investment Services CEO; EVP at Fidelity) and strategy consulting (Booz Allen) supporting Compensation and Nominating committee work .
- Independent status affirmed by Board; no Item 404 related-party relationships disclosed in 2024 .
Equity Ownership
| Holder/Category | Shares | Notes |
|---|---|---|
| Shares Owned (Richard Jones) | 485,967 | Direct and trust holdings |
| Shares Acquirable within 60 Days | 25,068 | Options/RSUs vesting within 60 days |
| Total Beneficial Ownership | 511,035 (<1%) | Less than 1% of outstanding |
| Trust/Family Breakdown | 357,058 (Richard H. Jones Revocable Trust); 5,310 (Jones Family Foundation; no pecuniary interest); 14,339 (Patricia Jones Revocable Trust; spouse sole control); 85,584 (Patricia Jones Irrevocable Cornerstone Trust; spouse sole control) | Footnote (6) detail |
| Ownership Guideline Compliance | Compliant or within phase-in (3x annual cash retainer) | Company-wide guideline status |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed for Jones in footnotes |
Governance Assessment
- Strengths:
- Independent director with extensive prior executive and financial services experience; aligns with committee assignments (Compensation; Nominating & Corporate Governance) .
- Strong ownership alignment via meaningful shareholdings and compliance with director ownership guidelines; no hedging permitted; no pledging disclosed for Jones .
- Consistent attendance standard met in 2024; all directors attended the Annual Meeting .
- Watch items:
- Board leadership concentrated with founder as combined CEO/Chair and no lead independent director, increasing reliance on committee oversight and the Audit Committee’s Risk Sub-Committee (of which Jones is not a member) .
- Historical Section 16(a) filing lapses (late Form 4/A or Form 4) noted in prior years for Jones (2017, 2020, 2022), though 2023 and 2024 were fully compliant; monitor for ongoing compliance discipline (2017 late filing; 2020 late filing; 2022 late filing; 2023/2024 timely) .
- Compensation alignment:
- Director pay mixes cash retainer ($60k in 2024) with fully vested equity ($250k), rising from $200k in 2022; equity upside aligns director interests with shareholders, but fully vested grants (not performance-conditioned) reduce incentive linkage to specific outcomes .
RED FLAGS: None disclosed for related-party transactions tied to Jones in 2024; historical late Section 16 filings present minor compliance risk; combined CEO/Chair without lead independent director raises board independence considerations .