Anthony Folger
PROGRESS SOFTWARE CORP /MAAbout Anthony Folger
Anthony Folger, 53, is Executive Vice President and Chief Financial Officer of Progress Software. He joined PRGS as CFO in January 2020 and was elevated to EVP in November 2021; he oversees finance, accounting, FP&A, treasury, tax, and IR, and was appointed to the board of CSP, Inc. in December 2024 . Company performance metrics tied to his pay show strong alignment: the 2022 PSU cycle paid 126.25% based on TSR at the 78th percentile and cumulative operating income above target , while the 2024 Corporate Bonus Plan paid 127% on achievements of non-GAAP revenue 118%, non-GAAP operating income 125%, and adjusted free cash flow 150% . Pay-versus-performance data indicates rising non-GAAP operating income ($229.2M→$298.5M, FY21–FY24) and positive shareholder returns ($100→$172.27), reinforcing performance-linked compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carbonite, Inc. | Chief Financial Officer & Treasurer | 2013–Dec 2019 | Led finance through sale of Carbonite to OpenText in Dec 2019 . |
| Acronis AG | Senior leadership roles; Chief Financial Officer | Jun 2006–Dec 2012 (CFO Oct 2008–Dec 2012) | Held multiple senior finance roles supporting growth at Acronis . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CSP, Inc. (NASDAQ: CSPI) | Director | Dec 2024–present | Board appointment disclosed in PRGS proxy . |
Fixed Compensation
Multi-year cash compensation (fiscal years ended Nov 30):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $414,423 | $438,750 | $456,923 |
| Non-Equity Incentive Plan Compensation ($) | $302,120 | $306,020 | $363,220 |
2024 fixed targets:
| Component | 2024 Value |
|---|---|
| Base Salary (target) | $440,000 |
| Target Bonus (% of salary) | 65% |
| Corporate Bonus Payout | 127% of target (company-wide plan) |
Performance Compensation
2024 Corporate Bonus Plan structure and outcomes:
| Metric | Weighting | Threshold | Target | Maximum | 2024 Performance | Payout Basis |
|---|---|---|---|---|---|---|
| Non-GAAP corporate revenue | 40% | 97% | 100% | 103% | 118% of target | Interpolated to overall plan payout |
| Non-GAAP operating income | 40% | 94% | 100% | 108% | 125% of target | Interpolated to overall plan payout |
| Adjusted free cash flow | 20% | 96% | 98% | 108% | 150% of target | Interpolated to overall plan payout |
| Overall bonus payout | — | — | 100% | 150% | 127% | Company plan payout |
CFO’s FY2024 cash incentive:
| Item | Amount |
|---|---|
| Target Bonus ($) | $286,000 (65% of $440,000) |
| Amount Earned ($) | $363,220 |
Long-Term Incentive Plan (equity mix and metrics):
| Element | Allocation | Vesting | Metric/Target | Comments |
|---|---|---|---|---|
| PSUs | 50% of grant value | 3-year cliff | 75% cumulative non-GAAP operating income; 25% relative TSR; TSR target at 55th percentile; payout 0–200% | Operating margin gate: ≥35% annually, with first-year M&A impact excluded from gate in 2024 LTIP |
| RSUs | 30% | 6 equal installments over 3 years | Time-based | Retention-oriented; granted 1/18/2024 |
| Stock Options | 20% | 8 equal installments over 4 years | Time-based; exercise price at grant; 7-year term | 2024 grant at $57.83 exercise price on 1/18/2024 |
2022 PSU cycle (vested 2/1/2025):
| Item | Value |
|---|---|
| TSR percentile (vs S&P Software & Services Select Industry Index) | 78th percentile; payout 160% on TSR tranche |
| Cumulative operating income performance | Above target; payout 115% on OI tranche |
| Blended PSU payout | 126.25% |
| CFO PSUs: Target vs Earned (#) | Target 22,477; Earned 28,376 |
2024 grant detail (CFO):
| Grant Date | PSUs (threshold/target/max) | RSUs (#) | Options (#; exercise price) | Grant Date Fair Values |
|---|---|---|---|---|
| 1/18/2024 [approved 1/8/2024] | 3,080 / 24,642 / 49,284 | 14,785 | 36,376; $57.83 | PSUs $1,425,047; RSUs $855,017; Options $570,012 |
Equity Ownership & Alignment
Beneficial ownership (as of March 1, 2025):
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 166,554 |
| Ownership % of outstanding | <1% (less than 1%) |
| Options exercisable (within 60 days) | 96,437 exercisable; 18,312 will become exercisable within 60 days |
| RSUs vesting within 60 days | 7,241 |
| Near-term vesting schedules | RSUs vest semi-annually over 3 years; Options vest semi-annually over 4 years; PSUs cliff on 3-year cycles (e.g., 2023 LTIP vesting 2/1/2026; 2024 LTIP vesting 2/1/2027) |
| Hedging/pledging | Hedging and pledging prohibited without prior approval |
| Ownership guidelines | Executives must hold at least 1× base salary; all NEOs met thresholds as of proxy date |
2024 equity realizations (liquidity pressure indicators):
| Item | Shares/Value |
|---|---|
| Options exercised | 7,500 shares; $193,665 value realized |
| RSUs vested | 51,178 shares; $2,964,020 value realized |
Employment Terms
Severance and change-in-control economics:
| Provision | Base Case (Involuntary Termination) | CIC Only | Involuntary Termination Post-CIC |
|---|---|---|---|
| Cash severance | 12 months total target cash compensation, paid over 12 months | — | 18 months total target compensation (lump sum under ERMA) |
| Benefits continuation | 12 months (medical, dental, vision, life) | — | 18 months |
| Equity acceleration | 12 months acceleration of options/RSUs; PSUs do not accelerate and vest per terms | If not assumed: limited 12-month acceleration of options/RSUs | Full acceleration of options/RSUs granted prior to termination; PSUs determined as of CIC and paid if terminated post-CIC per LTIP terms |
| Non-compete | In effect during severance benefits period | — | ERMA applies; severance conditioned on covenants |
| Tax gross-ups | None (no excise tax gross-ups) |
Estimated severance values at FY2024 year-end (illustrative):
| Item | Involuntary Termination | Involuntary Termination Following CIC |
|---|---|---|
| Cash Severance | $726,000 | $1,089,000 |
| Pro Rata Bonus | $286,000 | $286,000 |
| Stock Options (acceleration value) | $591,048 | $1,173,072 |
| RSUs (acceleration value) | $836,928 | $1,515,692 |
| Benefits | $38,417 | $57,626 |
| Total | $2,478,393 | $4,121,390 |
Governance and policies relevant to compensation risk and alignment:
- Clawback: Updated SEC/Nasdaq-compliant policy to recover incentive compensation after financial restatements; applies to current/former Section 16 officers .
- Hedging/Pledging: Prohibited for directors/executives (derivatives, short sales, margin/pledge) without prior approval .
- Say-on-pay support: ~97% approval in 2024; sustained ~96%+ over past six years .
- Peer group targeting: Compensation positioned around the 50th percentile of peers, reviewed with Pay Governance .
Investment Implications
- Pay-for-performance alignment is strong: Annual bonus uses non-GAAP revenue, operating income, and adjusted FCF with rigorous thresholds; PSU design emphasizes multi-year operating income (75%) with a 35% annual margin gate and above-median TSR requirement for target payout, which curbs windfalls and supports disciplined profitability and capital allocation .
- Retention outlook: Material semi-annual vesting of RSUs and options plus multi-year PSU cliffs (2026 and 2027) create continuous vesting over the next 24 months; 2024 realized equity ($3.16M vest/exercise) suggests manageable liquidity cadence rather than acute selling pressure, while near-term unvested counts (RSUs 7,241; options 18,312 within 60 days) imply limited immediate supply overhang .
- Change-in-control economics: Double-trigger ERMA at 18 months total target compensation and full acceleration of time-based equity enhances retention through transaction risk without gross-ups; PSUs accelerate determination but payout is conditioned on termination post-CIC, balancing employee protection with shareholder discipline .
- Ownership/pledging safeguards: 1× salary stock ownership guidelines (compliant) and anti-hedging/pledging policy reduce misalignment risk; no related party transactions and high say-on-pay support indicate low governance red flags .
- Performance track record: PSU outperformance (126.25% for 2022 cycle) and positive shareholder returns alongside rising non-GAAP operating income underscore execution under Folger’s finance leadership and the Total Growth Strategy (including M&A integration), a positive signal for capital discipline and FCF durability .