Rohit Ghai
PEGASYSTEMSAbout Rohit Ghai
Rohit Ghai, 55, joined Pegasystems’ Board of Directors in January 2025 and is classified as an independent director under Nasdaq rules. He is CEO and a board member of RSA Security, with prior senior leadership roles at Dell/EMC’s Enterprise Content Division and Symantec. He holds a bachelor’s degree in computer science from IIT Roorkee and a master’s degree in computer science from the University of South Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell/EMC Enterprise Content Division | President | Dec 2014 – Dec 2016 | Led GTM transformation; oversaw sales, services, partnerships, channel, product dev, marketing, finance, support, customer success |
| Dell/EMC Enterprise Content Division | COO; SVP Products & Solutions | 2009 – Dec 2016 | Operational and product leadership |
| Symantec | GM & VP Engineering, Storage & Availability Management | (prior to Dell/EMC) | Engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RSA Security, Inc. | CEO and board member | Dec 2016 – present | Cybersecurity, enterprise identity |
| D-Wave Systems | Independent director | Since Oct 2024 | Quantum computing |
| MHC Software | Independent director | Since Jan 2021 | AP automation & CCM |
| Everbridge | Director | Jan 2023 – Jul 2024 | Critical event management; prior board service |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (appointed upon nomination on Jan 16, 2025). Not a chair; Larry Weber chairs the Nominating and Corporate Governance Committee .
- Independence: Board determined Rohit Ghai is an independent director under Nasdaq Rule 5605(a)(2) .
- Board activity and attendance context: The Board met 9 times in 2024; each director then serving attended at least 75% of Board and committee meetings. Rohit Ghai joined in January 2025; 2024 attendance figures predate his appointment .
- Governance framework: Corporate Governance Guidelines include director and executive stock ownership guidelines and oversight of pledged/margined shares; the Audit Committee established a Risk Sub-Committee in February 2025 for ERM oversight .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $50,000 | Standard non-employee director retainer; payable in full on grant date for annual period; for Ghai’s initial term, prorated to next annual meeting |
| Committee membership fees – Audit | $15,000 | Member; $27,000 for Chair |
| Committee membership fees – Compensation | $10,000 | Member; $20,000 for Chair |
| Committee membership fees – Nominating & Corporate Governance | $0 | No fees for non-Chair members; $12,500 for Chair. Ghai is a member, not Chair |
| Expense reimbursement | Actuals reimbursed | Travel and meeting attendance expenses reimbursed |
Performance Compensation
| Equity Component | Grant Date | Fair Value | Vesting | Term | Notes |
|---|---|---|---|---|---|
| Common stock (fully vested) | Jan 16, 2025 | $125,000 | Fully vested at grant; prorated to next annual meeting | N/A | Exact number of shares based on FMV on grant date |
| Non-statutory stock options (fully vested) | Jan 16, 2025 | $125,000 | Fully vested at grant; prorated to next annual meeting | Ten-year | Exact number based on FMV on grant date |
| Annual director equity program (reference) | Annual | $250,000 | Fully vested at grant; 50% common stock, 50% options | Options typically 10-year | Standard program for non-employee directors |
Performance metrics tied to director compensation
- None disclosed for non-employee directors; equity awards are fully vested and not subject to performance conditions .
Other Directorships & Interlocks
| Company | Relationship to PEGA | Potential Interlock/Conflict Note |
|---|---|---|
| RSA Security, Inc. | External CEO/director | No related-party transactions >$120,000 disclosed in 2024; Board has a Related Person Transaction Policy |
| D-Wave Systems | External independent director | Same as above |
| MHC Software | External independent director | Same as above |
| Everbridge (prior) | External director (ended Jul 2024) | Prior service; no PEGA related-party transactions disclosed in 2024 |
Expertise & Qualifications
- Deep cybersecurity and enterprise software leadership; CEO experience and board service across public and private companies .
- Operational and digital transformation expertise, including SaaS, M&A, GTM optimization .
- Academic credentials in computer science (IIT Roorkee; University of South Carolina) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned | 512 |
| Shares acquirable within 60 days | 1,091 |
| Total beneficially owned | 1,603 |
| Percent of shares outstanding | * (less than 1%) |
| Shares outstanding basis (for % calc) | 85,898,878 (as of Jan 31, 2025) |
| Pledging status | Not specifically disclosed; governance guidelines include review of pledged/margined shares |
| Stock ownership guideline | Directors: 3x annual cash retainer; unvested awards excluded; 5 years from commencement to comply; retain 50% of net shares until compliance |
| Compliance status | Company states directors/officers have satisfied minimums or are within phase-in; Ghai joined Jan 2025 and is within phase-in period |
Governance Assessment
- Independence and committee alignment: Independent under Nasdaq rules; assigned to Nominating & Corporate Governance Committee, aligning with his governance experience .
- Compensation mix and alignment: Director equity awards are fully vested at grant (common stock and options), with Ghai’s initial grants prorated and ten-year options; no performance metrics disclosed for director equity .
- Ownership alignment: Modest direct beneficial ownership as of Jan 31, 2025; subject to director ownership guidelines (3x retainer, five-year phase-in with retention requirements) .
- Conflicts/related-party exposure: Proxy states no related-party transactions >$120,000 in 2024 and outlines a formal Related Person Transaction Policy; no conflicts identified relating to Ghai’s external roles in disclosed materials .
- Board engagement context: Board held nine meetings in 2024 with at least 75% attendance from then-current directors; Ghai’s tenure began in 2025, so his attendance data is not yet disclosed .
- Indemnification: Entered into standard Director Indemnification Agreement upon appointment, consistent with existing practice .
RED FLAGS: None disclosed in company filings reviewed (no related-party transactions above threshold; no pledging disclosures; director equity fully vested but not performance-conditioned, as per policy) .