Angela Tucci
PROGRESS SOFTWARE CORP /MAAbout Angela Tucci
Independent director at Progress Software (PRGS) since February 2018; age 57 as of the 2024 proxy. Background spans senior operating and go-to-market roles in enterprise software: COO at Uplight (Jan 2020–Oct 2022), CEO at Apto (2017–2019), GM of CA’s Agile Management BU (2015–2017), CRO and CMO at Rally (2013–2015), and CSO at Symantec (2011–2013). Current committee memberships: Compensation and Mergers & Acquisitions/Strategy; independence affirmed by PRGS’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uplight, Inc. | Chief Operating Officer | Jan 2020 – Oct 2022 | Led operations for energy-tech platform |
| Apto, Inc. | Chief Executive Officer | Aug 2017 – Sep 2019 | CEO of commercial real estate software firm |
| CA, Inc. | GM, Agile Management BU | Sep 2015 – Jul 2017 | Ran Agile product portfolio post-Rally acquisition |
| Rally Software | Chief Revenue Officer; Chief Marketing Officer | Dec 2013 – Aug 2015 | Drove go-to-market; led marketing pre-acquisition by CA |
| Symantec Corporation | Chief Strategy Officer | Jan 2011 – Aug 2013 | Corporate strategy for enterprise security leader |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Anita Borg Institute for Women & Technology | Chair of the Board | Current as of 2024 proxy |
| TPG Celegene Aggregation GP, Inc. / Digital.ai | Advisor (investment in CollabNet/VersionOne → Digital.ai) | Since Dec 2019 (status referenced in 2023 proxy) |
| Digital.ai Software Inc. | Board member (noted in 2022 proxy) | As disclosed in 2022 proxy (current at that time) |
Board Governance
- Independence: PRGS board comprised of eight independent, non-employee directors and one employee director (CEO); committees strictly comprise independent directors .
- Committee memberships: Compensation Committee (member; Chair is David A. Krall) and Mergers & Acquisitions/Strategy Committee .
- Meetings and attendance: FY2024—Board 7, Audit 8, Nominating 4, Compensation 5, M&A 5; each director nominee attended at least 75% of applicable meetings; directors are expected to attend the annual meeting (all attended in 2024) .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting; at least two executive sessions annually led by the Board Chair .
- Leadership: Independent Board Chair (John R. Egan) with defined responsibilities; strong emphasis on board independence and stockholder engagement .
Fixed Compensation
PRGS’s 2024 Director Compensation Plan: annual retainer $275,000 (cash $50,000; equity $225,000 via DSUs/RSUs); committee and chair fees paid in cash; no change to structure based on Pay Governance market review. Grants made June 2024; equity vests in a single installment at the 2025 Annual Meeting; DSUs convert to shares upon board departure or change in control .
| Item | FY2024 Value |
|---|---|
| Fees Earned/Paid in Cash | $80,000 (includes committee fees) |
| Stock Awards (fair value) | $225,042 |
| Unvested DSUs/RSUs Outstanding (11/30/2024) | 4,149 |
| Total Compensation | $305,042 |
Performance Compensation
- No director performance-based equity: Director RSUs/DSUs vest at the Annual Meeting; “No director held stock options” in FY2024 .
- Vesting terms: DSUs/RSUs vest in a single installment at the Annual Meeting; DSUs convert at end of board service; accelerated conversion on change-in-control .
Other Directorships & Interlocks
- Current public company directorships: None disclosed in 2023–2024 proxies .
- Compensation Committee interlocks: None among directors; all members (Krall, Tucci, Vitale) independent and never officers/employees of PRGS .
Expertise & Qualifications
- Skills matrix: Leadership, Public Company Governance, Mergers & Acquisitions, Go-to-Market/Sales, Technology/Software Industry, Strategy .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 36,935 (includes fully vested deferred stock units) |
| % of Shares Outstanding | Less than 1% |
| Unvested DSUs/RSUs Outstanding (11/30/2024) | 4,149 |
| Options Held | None (directors) |
| Hedging/Pledging | Prohibited (no pledging or hedging without prior approval); directors and officers subject to insider trading policy and updated clawback policy for incentive compensation . |
Governance Assessment
- Committee effectiveness: Active participation as Compensation Committee member; independent consultant (Pay Governance) retained by and reporting to the Compensation Committee .
- Attendance/engagement: Meets Board/committee attendance standards; participates in routine independent executive sessions .
- Alignment: Strong ownership alignment via DSUs/RSUs; PRGS director stock ownership guidelines require ≥5× annual cash retainer; all non-employee directors in compliance as of the proxy date .
- Conflicts/related party exposure: PRGS disclosed no related-person transactions involving directors in FY2024 .
- Shareholder signals: Say-on-pay support ~97% in 2024; compensation program aligned to performance (for executives); board oversight emphasized in risk, cybersecurity, and AI strategy engagement .
RED FLAGS: None disclosed—no interlocks, no related-party transactions, no hedging/pledging, and compliance with ownership guidelines .