Charles Kane
PROGRESS SOFTWARE CORP /MAAbout Charles F. Kane
Independent director since November 2006; Audit Committee Chair. Background includes Senior Lecturer at MIT Sloan and prior CFO roles at RSA Security and Aspen Technology, plus leadership at Global BPO Services and One Laptop Per Child. Age disclosed as 66 in the 2024 proxy; independence affirmed by the Board’s Nasdaq standards review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Sloan School of Management | Senior Lecturer (Global Economics & Management; Technological Innovation) | Current | Academic expertise in finance/strategy |
| One Laptop Per Child | Director & Strategic Advisor | Since Nov 2006 | Social impact; governance advisory |
| One Laptop Per Child | President & COO | 2008–2009 | Operating leadership |
| Global BPO Services Corp. (SPAC) | EVP & Chief Administrative Officer | Jul 2007–Mar 2008 | Corporate administration |
| Global BPO Services Corp. | Chief Financial Officer | Aug 2007–Mar 2008 | Finance leadership |
| RSA Security Inc. | Chief Financial Officer | May 2006–Oct 2006 (acquired by EMC) | Public company CFO; audit/controls |
| Aspen Technology, Inc. (AZPN) | Chief Financial Officer | Jul 2003–May 2006 | Public company CFO; software industry |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Alkami Technology, Inc. (Nasdaq: ALKT) | Director | Current | Digital banking platform |
| Symbotic Inc. (Nasdaq: SYM) | Director | Current | Robotics/software for supply chain |
| Carbonite, Inc. | Director | Prior (last 5 years) | Data protection/backup |
| Demandware, Inc. | Director | Prior (last 5 years) | SaaS e-commerce |
| RealPage, Inc. | Director | Prior (last 5 years) | Rental housing software |
Board Governance
- Committees: Audit Committee Chair (members: Kane, Gawlick, King); Board has Audit, Compensation, Nominating & Corporate Governance, and M&A/Strategy committees .
- Additional committee involvement: Listed on Mergers & Acquisitions/Strategy in 2024 director slate .
- Independence: Board determined Kane is independent; 8 of 9 nominees are independent and all committees are composed of independent directors .
- Attendance & engagement: Board met 7 times in FY2024; Audit met 8; each director attended at least 75% of board and committee meetings; independent directors meet in executive session at every regular board meeting .
- Cyber/risk oversight: Audit Committee oversees financial reporting, controls, risk (including cybersecurity) and produces the Audit Committee Report .
- Hedging/pledging: Directors prohibited from hedging or pledging company stock without prior approval .
- Related-party transactions: None exceeding $120,000 involving directors/executives in FY2024; Audit Committee reviews any related-person transactions .
Fixed Compensation
Director pay mix for 2024: annual retainer $275,000 ($50,000 cash; $225,000 equity via DSUs/RSUs), with additional fees for committee service/chair roles; equity granted June 2024, vesting at the Annual Meeting; DSUs convert at separation; DSUs/RSUs also convert upon change in control .
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $90,000 |
| Stock Awards ($) | $225,042 |
| Total ($) | $315,042 |
| Unvested DSUs/RSUs Outstanding (units) at 11/30/2024 | 4,149 |
Notes:
- Equity grant sizing based on grant-date closing price; 2024 equity value determined using $54.24 closing price on Jun 27, 2024 .
- Non-employee directors must hold ≥5x annual cash retainer; all are in compliance as of the 2025 proxy .
Performance Compensation
| Performance-Metric Feature in Director Compensation | Details |
|---|---|
| Performance-based elements | None disclosed for directors; compensation is cash retainers plus time-based DSUs/RSUs vesting at the Annual Meeting; DSUs settle upon termination |
Other Directorships & Interlocks
- Current public company boards: Alkami Technology (ALKT); Symbotic Inc. (SYM) .
- Compensation Committee interlocks: None among directors; Kane is not part of the Compensation Committee in FY2024 .
Expertise & Qualifications
- Audit Committee financial expert; financially literate per SEC/Nasdaq standards .
- Deep finance/accounting, audit oversight, and risk analysis experience from multiple public-company CFO roles; extensive public company board service in software/technology .
- Strategic and M&A expertise aligned with PRGS’s Total Growth Strategy .
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 62,110; less than 1% of outstanding shares |
| Vested DSUs included in beneficial ownership | 55,240 fully vested DSUs |
| Unvested DSUs/RSUs | 4,149 units outstanding at 11/30/2024 |
| Shares Outstanding Reference | 43,021,707 shares as of March 1, 2025 |
| Ownership Guidelines | ≥5x annual cash retainer; all non-employee directors in compliance |
| Hedging/Pledging | Prohibited without approval; directors barred from speculative transactions |
Governance Assessment
- Strengths: Long-tenured independent Audit Chair with designated “financial expert” status; robust committee independence; consistent attendance; strong oversight of audit, risk, and cybersecurity; ownership guideline compliance supports alignment .
- Alignment: Meaningful DSU holdings and annual equity retainer create continuing exposure to PRGS equity; DSUs settle only upon departure, reinforcing long-term orientation .
- Conflicts/Red flags: No related-party transactions disclosed; no compensation committee interlocks; hedging/pledging restricted; within Board’s outside-board limits for non-CEO directors (≤4) .
- Board effectiveness signals: Structured risk oversight, regular executive sessions, active meeting cadence; Audit Committee responsibilities clearly defined and executed .