Ian Pitt
PROGRESS SOFTWARE CORP /MAAbout Ian Pitt
Ian Pitt, age 57, is Executive Vice President and Chief Information Officer at Progress Software (PRGS). He became CIO in August 2021 and was elevated to EVP in November 2021; his remit includes vision, strategy, and operations for global IT, and the security of internal networks, infrastructure, and business applications . Prior to PRGS, Pitt served as CIO at LogMeIn (2016–2021) and held senior technology/IT roles at Thunderhead/Smart Communications, IntraLinks, Tata Consultancy Services, and Chordiant Software . Company performance indicators relevant to management incentives include a 127% payout under the FY2024 corporate bonus plan and 126.25% earned under the 2022 LTIP PSUs (78th percentile relative TSR; operating income above target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Progress Software | EVP, Chief Information Officer | Aug 2021–present | Leads global IT; responsible for internal network, infrastructure, and business application security |
| LogMeIn Inc. | Chief Information Officer | Jul 2016–May 2021 | Enterprise CIO leadership |
| Thunderhead/Smart Communications | CIO/Senior Technology Roles | — | Senior technology/IT leadership |
| IntraLinks Inc. | Senior Technology/IT Roles | — | Senior technology/IT leadership |
| Tata Consultancy Services | Senior Technology/IT Roles | — | Senior technology/IT leadership |
| Chordiant Software Inc. | Senior Technology/IT Roles | — | Senior technology/IT leadership |
External Roles
No public company board positions for Ian Pitt are disclosed in the PRGS proxy filings reviewed .
Fixed Compensation
| Element | Design | Metrics/Weights | FY2024 Outcome |
|---|---|---|---|
| Base Salary | Fixed cash for senior executives; individual amounts for Pitt not disclosed | — | — |
| Annual Cash Bonus (Corporate Bonus Plan) | Company-wide plan for executives; targets set near guidance midpoints; capped at 150% | Non-GAAP revenue (40%), Non-GAAP operating income (40%), Adjusted free cash flow (20) | Overall payout 127%; achievements: revenue 118% of target; operating income 125%; adjusted FCF 150% |
| FY2025 Bonus Plan Update | Added ARR to emphasize recurring revenue durability | ARR (20%), non-GAAP revenue (20%), non-GAAP operating income (40%), adjusted free cash flow (20) | — |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| LTIP (2024 grant) | Relative TSR vs S&P Software & Services Select Industry Index | 25% | 55th percentile for 100% payout; 35th/75th/90th → 0%/150%/200% | — | — | 3-year cliff vest; payout capped at 100% if absolute TSR negative |
| LTIP (2024 grant) | 3-year cumulative non-GAAP operating income; 35% annual margin gatekeeper each year | 75% | $1,047M for 100% payout; $1,107M (150%), $1,165M (200%) | — | — | 3-year cliff vest; gatekeeper requires ≥35% annual operating margin (year 1 excludes acquisition impacts) |
| LTIP (2022 PSUs – completed) | Relative TSR | 25% | 55th percentile for 100% payout | 78th percentile | 160% TSR component | |
| LTIP (2022 PSUs – completed) | 3-year cumulative operating income | 75% | Plan target set at start of FY2022 | Above target | 115% operating income component | |
| LTIP (2022 PSUs – completed) | Blended outcome | — | — | — | 126.25% total payout | |
| Equity Mix (annual grants) | PSUs | 50% of grant value | — | — | — | 3-year cliff |
| Equity Mix (annual grants) | RSUs | 30% of grant value | — | — | — | Vests in six equal installments over three years (semi-annual) |
| Equity Mix (annual grants) | Stock Options | 20% of grant value | — | — | — | Vests in eight equal installments over four years (semi-annual); 7-year term; strike = grant-date close |
Equity Ownership & Alignment
- Hedging and pledging: Executives and directors are prohibited from short sales, options, hedging, or speculative transactions; pledging/margining company stock requires prior approval .
- Clawback: Updated, SEC/Nasdaq-compliant clawback policy applies to current/former Section 16 officers; recovers incentive comp after a financial restatement .
- Executive stock ownership guidelines: CEO ≥3x base salary; other senior executives ≥1x base salary; 5-year compliance window (status confirmed for named executive officers; not specifically disclosed for Pitt) .
- Beneficial ownership context: All directors and executive officers as a group (15 persons) beneficially owned 1,547,584 shares, or 3.6% of outstanding as of March 1, 2025; individual holdings for Pitt were not separately disclosed .
Employment Terms
| Provision | Involuntary Termination (non-CIC) | Change-in-Control (CIC) | Notes |
|---|---|---|---|
| Executive Severance Guidelines (for executive officers other than CEO/CFO) | 12 months of total target cash compensation; pro-rata annual bonus; 12 months benefits continuation; 12 months acceleration of unvested options/RSUs; PSUs canceled | Governed by ERMA if applicable; certain executives (Folger, Ainsworth, Subramanian, Jarrett) receive 18 months cash and benefits; full vesting of options/RSUs on termination following CIC | Non-compete for one year post-termination; no excise tax gross-ups |
| Clawback | Recovery of excess incentive comp after restatement (SEC/Nasdaq compliant) | Same | Applies to current/former Section 16 officers |
| Hedging/Pledging | Prohibited hedging; pledging/margin requires approval | Same | Alignment safeguard |
Note: The proxy discloses ERMAs for select executives; an ERMA for Ian Pitt is not affirmatively disclosed in the filings reviewed .
Compensation Peer Group (Benchmarking)
| Peer Company (FY2024 peer set) |
|---|
| Appian Corporation; Aspen Technology, Inc.; Avid Technology, Inc.; Blackbaud, Inc.; CommVault Systems, Inc.; Dynatrace, Inc.; Everbridge, Inc.; Manhattan Associates, Inc.; N-able, Inc.; New Relic, Inc.; Pegasystems, Inc.; Qualys, Inc.; Rapid7, Inc.; SPS Commerce, Inc.; Verint Systems, Inc.; Xperi Inc.* |
| *Added for 2024 |
Target positioning: Committee sought to target total direct compensation for NEOs around the 50th percentile of peers, with adjustments for tenure, performance, role criticality, succession, internal equity, and unvested equity .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Approximately 97% of votes cast approved 2023 executive compensation at the 2024 annual meeting; for each of the past six years, support was ~96% or greater .
- Governance practices include independent compensation consultant (Pay Governance) and strong pay-for-performance design centered on non-GAAP operating income and multi-year PSUs .
Investment Implications
- Alignment: Incentives emphasize non-GAAP operating income (40% of annual bonus; 75% of PSUs) and cash generation, with a 35% annual operating margin gatekeeper—promoting disciplined, profitable growth; TSR is measured relative to a software index with above-median performance required for target, capping payouts when absolute TSR is negative .
- Execution signals: FY2024 bonus payout at 127% and 2022 LTIP PSU payout at 126.25% reflect strong performance versus targets, supporting retention of key operators like the CIO overseeing internal security and infrastructure .
- Retention/transition risk: Executive severance guidelines provide reasonable protection (12 months; PSUs canceled), with ERMAs only disclosed for select executives—suggesting limited change-of-control windfalls and no tax gross-ups; hedging/pledging restrictions reduce misalignment risk .
- Data gaps: Pitt’s individual base salary, target bonus, award counts, and personal share ownership are not disclosed (he is not a named executive officer), limiting direct assessment of his personal selling pressure or guideline compliance; investors should monitor Form 4 filings for insider transactions and future proxies for any change in NEO status .