Sharon Rowlands
PEGASYSTEMSAbout Sharon Rowlands
Sharon Rowlands (age 66) has served on Pegasystems’ Board since April 2016; she is an independent director and Chair of the Compensation Committee, and also serves on the Nominating & Corporate Governance Committee. She is currently CEO of Newfold Digital (formerly Web.com) and brings more than two decades of leadership across marketing, media, and information services; she holds a BA in History from the University of Newcastle and a Postgraduate Certificate in Education from Goldsmiths, University of London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomson Financial Inc. | Chief Executive Officer; earlier leadership roles | 1997–2008 (CEO 2005–2008) | Senior leadership in financial information services |
| Penton Media, Inc. | Chief Executive Officer | 2008–2011 | Led B2B information provider |
| Altegrity, Inc. | Chief Executive Officer; Director | 2011–2013 | Security and risk management solutions |
| ReachLocal, Inc. | Chief Executive Officer | 2014–2019 | Digital marketing/advertising |
| Gannett Co. (USA Today Network Marketing Solutions) | President | 2017–2019 | Marketing solutions leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newfold Digital, Inc. (formerly Web.com) | Chief Executive Officer | Jan 2019–present | Marketing solutions company |
| Constant Contact | Director | Feb 2021–present | Digital marketing/email platform |
| Sonihull | Advisor to the Board | Mar 2020–present | Ultrasonic anti-fouling solutions |
| Everbridge | Director (prior) | 2019–2024 | Public company board service |
| The Glimpse Group | Director (prior) | 2017–2023 | Public company board service |
| Local Search Association | Director (prior) | 2015–2018 | Industry association |
| ReachLocal, Inc. | Director (prior) | 2014–2016 | Public company board service |
| Constant Contact, Inc. | Director (prior) | 2010–2014 | Public company board service |
| Automatic Data Processing, Inc. | Director (prior) | 2008–2011 | Public company board service |
Board Governance
- Independence and service: Rowlands is an independent director under Nasdaq Rule 5605(a)(2); she has served since April 2016 .
- Committee assignments and chair roles:
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Member .
- Audit Committee: Not a member .
- Meeting cadence and attendance: Board met 9 times in 2024; committees met as below. Each director attended at least 75% of Board and applicable committee meetings .
- Audit Committee: 4 meetings (2024)
- Compensation Committee: 6 meetings (2024)
- Nominating & Corporate Governance Committee: 5 meetings (2024)
- Board leadership: CEO also serves as Chair; the Board has no lead independent director .
- Executive sessions: Non‑employee directors hold executive sessions periodically, generally with each regular Board meeting .
- Hedging/Clawback: Company prohibits hedging/short sales by directors; a Dodd‑Frank compliant compensation recovery (clawback) policy was adopted in 2023 (primarily covering officers) .
Fixed Compensation (Director)
- Structure: Non‑employee directors receive a $50,000 annual cash retainer; committee retainers include $10,000 for Compensation Committee members and $20,000 for the Compensation Committee Chair; annual equity grant valued at $250,000 (50% common stock, 50% stock options), both fully vested at grant; no meeting fees .
- 2024 Compensation (Rowlands): | Component | 2024 Amount | Notes | |---|---|---| | Board cash retainer | $50,000 | Standard annual cash retainer | | Compensation Committee Chair fee | $20,000 | Chair retainer | | Total cash | $70,000 | Sum of retainers | | Annual equity grant (fair value) | $250,000 | 50% stock, 50% options; fully vested on grant | | Total 2024 director compensation | $320,000 | Cash + equity |
Mix signal: Cash ≈ 22%; Equity ≈ 78% (computed from amounts above) .
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; annual equity is time‑based but fully vested on grant |
| Equity grant design | 50% common stock, 50% options; fully vested at grant; annual value $250,000 |
| Stock ownership guidelines (directors) | Required holdings equal to 3× annual cash retainer; 5‑year compliance window; retain 50% of net shares until compliant; unvested awards do not count |
| Compliance status | “Each of our directors and officers has satisfied the applicable minimum share ownership level or is within the applicable phase‑in period” |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks (2024) | Rowlands (Chair), Richard Jones, Dianne Ledingham, Larry Weber; none were officers/employees in 2024; no related‑party disclosures under Item 404; no executive officer cross‑appointments with other companies’ comp committees reported |
| Related‑party transactions (2024) | None over $120,000 involving directors/executives/5% holders and immediate family; policy in place for related person transactions |
Expertise & Qualifications
- Deep operating experience as CEO across digital marketing, media, and information services; current CEO of Newfold Digital .
- Board and committee leadership: Compensation Committee Chair since January 2017; experience overseeing incentive plan design, equity programs, and CEO evaluation .
- Education: BA, University of Newcastle; Postgraduate Certificate in Education, Goldsmiths, University of London .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (direct) | 32,678 |
| Shares acquirable within 60 days (options/RSUs) | 25,068 |
| Total beneficial ownership | 57,746 |
| % of outstanding shares | <1% |
| Pledging/Hedging | No pledge disclosure for Rowlands; company prohibits hedging/short sales by directors |
| Ownership guidelines | 3× annual cash retainer; directors compliant or within phase‑in; 5‑year window; 50% net‑shares retention until compliance |
Insider Trading & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings (2024) | Company reports all directors/officers complied with filing requirements in 2024; no delinquent filings noted |
Compensation Committee Activity & Pay Design Signals (as Chair)
- Rowlands led a Compensation Committee that met six times in 2024 and oversaw the Executive Incentive Plan (EIP) design emphasizing Rule of 40 (ACV growth + FCF margin) for 75% of funding and strategic initiatives for 25%; 2024 funding set at 105% by the Board .
- Long‑term incentives include time‑based RSUs/options and performance‑based stock options (PSOs) with targets tied to Rule of 40 and ACV growth; 2024 PSO tranche achieved 100% for the first‑year vesting component .
- Shareholder support: Say‑on‑pay passed with 93% approval at the 2024 Annual Meeting, signaling investor alignment with compensation oversight under Rowlands’ chairship .
Governance Assessment
- Strengths:
- Independent status; seasoned operator with relevant sector expertise; multi‑company board experience .
- Strong engagement indicators: Compensation Committee Chair since 2017; committee met six times in 2024; Board/committee attendance ≥75% .
- No related‑party transactions reported; Section 16 filings in compliance; hedging prohibited; stock ownership guidelines with retention until compliant .
- High say‑on‑pay support (93%) suggests investor confidence in compensation governance .
- Watch items / potential red flags:
- Annual director equity awards are fully vested at grant (reduced retentive features), though ownership guidelines/retention requirements partially mitigate alignment risk .
- Combined CEO/Chair and absence of a lead independent director may concentrate authority; committee structure/independence and executive sessions provide counter‑balances .
- Overall: Rowlands’ committee leadership and governance framework point to effective oversight and investor‑aligned pay structures; disclosures show no interlocks, conflicts, or attendance issues, with robust shareholder support of pay programs during her tenure as Compensation Committee Chair .