David Krall
PROGRESS SOFTWARE CORP /MAAbout David A. Krall
Independent director of Progress Software since February 2008; age 63 per 2024 proxy. Former CEO of Avid Technology with 30+ years in software/media; currently chairs the Compensation Committee. Background includes President/COO of Roku (Feb–Dec 2010) and CEO of QSecure; strategic advisor to Roku since Jan 2011 . He is independent (Board has 8 of 9 independent nominees; all committees composed solely of independents) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roku, Inc. | Strategic Advisor | Jan 2011–present | Advises streaming media leader |
| Roku, Inc. | President & COO | Feb 2010–Dec 2010 | Led all functional areas |
| QSecure, Inc. | President & CEO | ~2008–2009 (two years) | Led secure payments technology company |
| Avid Technology, Inc. | Various roles incl. President & CEO | 1995–Jul 2007 (CEO ~7 years) | Scaled public digital media software provider |
External Roles
| Company | Ticker/Exchange | Role | Notes |
|---|---|---|---|
| Harmonic Inc. | HLIT (Nasdaq) | Director | Video delivery/cable access virtualization |
| Audinate Group Ltd | AD8 (ASX) | Director | Pro AV-over-IP solutions developer |
| Prior public boards (last 5 yrs) | — | — | None |
Board Governance
- Committee assignments: Compensation Committee Chair (FY2024 members: Krall (Chair), Angela Tucci, Vivian Vitale) .
- Independence: Independent director; all committees are fully independent .
- Engagement/attendance: All directors attended ≥75% of aggregate Board and committee meetings in FY2024; Board held 7 meetings, Compensation Committee held 5 .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting .
- Board leadership: Independent Board Chair (John R. Egan) separate from CEO .
Fixed Compensation (Director)
| Item (FY2024) | Amount/Detail |
|---|---|
| Annual retainer (structure) | $275,000 total: $50,000 cash + $225,000 equity (DSUs or RSUs) |
| Fees earned in cash – Krall | $75,000 |
| Equity grant – Krall (fair value) | $225,042 |
| Total director compensation – Krall | $300,042 |
| Unvested DSUs/RSUs outstanding at 11/30/24 – Krall | 4,149 units |
| Stock ownership guideline | ≥5× annual cash retainer; 5-year compliance window; all non-employee directors in compliance |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| DSUs/RSUs | Jun 27, 2024 | 4,149 units; $225,000 value at $54.24 close | Single installment on the 2025 Annual Meeting date, subject to continued service | DSUs convert to shares upon Board service termination; DSUs/RSUs convert upon change in control |
Directors do not receive options; no performance-conditioned equity for directors was disclosed .
Other Directorships & Interlocks
- Current public company boards: Harmonic (HLIT, Nasdaq); Audinate (AD8, ASX) .
- Compensation Committee interlocks: None among PRGS directors; Krall has never been an officer/employee of PRGS or its subs .
- Related-party transactions: None involving directors/officers >$120,000 in FY2024; none proposed .
Expertise & Qualifications
- Skills: M&A, leadership, technology/software industry, strategy, product development, public company governance .
- Governance strengths: Chairs Compensation Committee; Board uses independent compensation consultant; robust ownership guidelines and executive sessions bolster oversight .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Composition / Notes |
|---|---|---|---|
| David A. Krall | 86,641 shares | <1% | Includes 41,304 fully vested DSUs; no options; plus 4,149 unvested DSUs/RSUs outstanding as of 11/30/24 |
| Policy on hedging/pledging | — | — | Hedging and short sales prohibited; pledging requires prior approval; no pledging disclosed for Krall in proxy footnotes |
Governance Assessment
-
Positives
- Independent, long-tenured director with relevant operator experience (Avid CEO; Roku executive/advisor) and domain expertise in software/media .
- Chairs a fully independent Compensation Committee; no interlocks; uses independent consultant; strong pay governance practices .
- Strong director ownership alignment and compliance with ≥5× cash retainer guideline; equity delivered primarily via DSUs/RSUs .
- Broad shareholder support for compensation program (97% say-on-pay approval at 2024 annual meeting), indicating investor confidence in pay governance oversight .
-
Watch items
- Tenure since 2008 implies significant continuity; Board states refreshment focus with majority under 8-year tenure, which mitigates entrenchment risk at the Board level .
- Multiple external board roles (HLIT, AD8) increase network breadth; no related-party transactions disclosed and no interlocks identified, reducing conflict risk .
-
RED FLAGS
- None identified in FY2024 disclosures: no related-party transactions; no hedging; pledging restricted; attendance threshold met; committees independent .
Additional context: PRGS Board/committee activity in FY2024 (Board 7; Audit 8; Nominating & Governance 4; Compensation 5; M&A 5) supports active oversight cadence .