John Ainsworth
Executive Vice President and General Manager, Application and Data Platform at 
PROGRESS SOFTWARE CORP /MA
PROGRESS SOFTWARE CORP /MAExecutive
About John Ainsworth
John Ainsworth (age 60) is Executive Vice President and General Manager of Progress Software’s Application and Data Platform (ADP) business unit, responsible for engineering, support, and sales since December 2022; he joined Progress in January 2017 and was elevated to EVP in November 2021 . Prior to Progress, he held senior roles at CA Technologies, including SVP, Engineering Services (from April 2016) and other senior positions after joining through acquisition in 1994 . Company performance metrics linked to his incentive plans include non-GAAP revenue, non-GAAP operating income, adjusted free cash flow, and long‑term PSUs tied to cumulative non-GAAP operating income (75%) and relative TSR (25%); the 2022 PSU cycle paid at 126.25% on strong TSR (78th percentile) and operating income achievements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Progress Software | EVP & GM, ADP | Dec 2022–present | Guides all engineering, support, and sales for ADP |
| Progress Software | EVP (elevated) | Nov 2021–present | Senior leadership across products and operations |
| Progress Software | SVP, Products‑Core | Jan 2017–Nov 2021 | Led product management, marketing, support, engineering for OpenEdge, Corticon, DataDirect, Sitefinity, MOVEit, WhatsUp Gold, Kemp LoadMaster/Flowmon |
| CA Technologies | SVP, Engineering Services | Apr 2016–Jan 2017 | Led engineering services; prior senior positions at CA since 1994 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 389,231 | 423,250 | 441,346 |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Corporate Bonus Paid ($) | 218,400 | 227,375 | 269,875 (127% of corporate plan target) |
| Sales Leader Plan Paid ($) | — | 47,031 | 47,653 |
| Total Non‑Equity Incentive Plan ($) | 218,400 | 227,375 | 269,875 |
Notes:
- For GM roles (Ainsworth), five‑sixths of target bonus is tied to the Corporate Bonus Plan and one‑sixth tied to product financial objectives under the Sales Leader Plan .
- FY24 Corporate Bonus Plan payout was 127% overall, with non-GAAP revenue at 118% of target, non-GAAP operating income at 125%, and adjusted free cash flow at 150% .
Performance Compensation
Annual Bonus Plan (FY 2024)
| Metric | Weight | Threshold / Target / Max | Actual Achieved | Payout |
|---|---|---|---|---|
| Non‑GAAP Corporate Revenue | 40% | 97% / 100% / 103% of target | 118% of target | 127% overall plan payout |
| Non‑GAAP Operating Income | 40% | 94% / 100% / 108% of target | 125% of target | 127% overall plan payout |
| Adjusted Free Cash Flow | 20% | 96% / 98% / 108% of target | 150% of target | 127% overall plan payout |
Long‑Term Incentive Plan (LTIP) Design (FY 2024 grants)
| Instrument | Weight | Grant Date | Targets / Vesting | Details |
|---|---|---|---|---|
| PSUs | 50% of annual grant value | Jan 18, 2024 | 3‑yr performance (Dec 1, 2023–Nov 30, 2026) | 75% on cumulative non‑GAAP operating income; 25% on relative TSR vs S&P Software & Services Select Industry Index; TSR target at 55th percentile (cap at 100% if absolute TSR negative); operating income target $1,047M with 35% annual operating margin gate; payout 0–200% |
| RSUs | 30% | Jan 18, 2024 | Time‑based vesting | Vest in six equal installments over three years; begins Oct 1, 2024 |
| Stock Options | 20% | Jan 18, 2024 | Time‑based vesting | Vest in eight equal installments over four years; begins Oct 1, 2024 |
PSU Outcomes (2012–2024 performance cycle completed Nov 30, 2024)
| Item | Value |
|---|---|
| Relative TSR Percentile | 78th percentile → 160% payout on TSR component |
| Cumulative Operating Income Payout | 115% payout on operating income component |
| Blended Payout (25% TSR, 75% Op Inc) | 126.25% |
| Ainsworth: 2022 PSU Target & Earned | Target 11,239; Earned 14,189 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 122,560 shares (includes options and RSUs within 60 days) |
| Ownership % of Outstanding | Less than 1% (“*”) |
| Breakdown (within 60 days of Mar 1, 2025) | 67,613 options exercisable; 8,728 options to be exercisable; 3,458 RSUs to vest |
| Outstanding Equity (Nov 30, 2024) | Unexercisable options: 15,077; Unvested RSUs: 5,837 (market value $399,309 at $68.41); PSUs at target: 11,673 (market value $798,550) |
| 2024 Vesting/Exercises | Options exercised: 13,271 ($98,166 realized); RSUs vested: 24,177 ($1,400,457 realized) |
| Ownership Guidelines | CEO 3× salary; other senior executives 1× salary; all NEOs meet thresholds |
| Hedging/Pledging Policy | Hedging and derivative transactions prohibited; pledging/margining prohibited without prior approval |
| Pledging Status | No pledging disclosed in proxy materials |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Guidelines (non‑CFO/CEO) | Involuntary termination: 12 months total target cash compensation paid over 12 months; pro‑rata target bonus; 12 months benefits; 12 months acceleration of stock options and RSUs; PSUs canceled; one‑year non‑compete |
| Change‑in‑Control (ERMA) | Involuntary termination within 12 months post‑CIC: lump sum equal to 18 months total target compensation; 18 months benefits; stock options and restricted equity fully vest (no PSU acceleration beyond plan rules); no excise tax gross‑up |
| CIC Treatment (No termination) | If awards not assumed by acquirer, limited 12‑month acceleration of options/RSUs; otherwise continue vesting; PSUs subject to accelerated determination then continue to vest through original period if employed; accelerated payout if involuntary termination following CIC |
| Clawback | Updated policy consistent with SEC/Nasdaq rules; recovery of incentive compensation following financial restatement for current/former Section 16 officers |
| Insider Trading | Trading windows and pre‑clearance; compliance with SEC/Nasdaq standards |
Multi‑Year Compensation Mix
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 389,231 | 423,250 | 441,346 |
| Stock Awards ($) | 826,054 | 991,659 | 1,111,199 |
| Option Awards ($) | 200,007 | 240,013 | 270,010 |
| Non‑Equity Incentive Plan ($) | 218,400 | 227,375 | 269,875 |
| All Other Compensation ($) | 15,195 | 110,441 | 104,518 |
| Total ($) | 1,648,887 | 1,992,738 | 2,196,948 |
2024 Grants Detail
| Grant Type | Grant Date | Shares / Units | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (Target) | Jan 18, 2024 | 11,673 | — | 675,050 | 3‑year cliff; 75% Op Inc / 25% TSR |
| RSUs | Jan 18, 2024 | 7,004 | — | 405,041 | Six equal installments over three years; begins Oct 1, 2024 |
| Stock Options | Jan 18, 2024 | 17,231 | $57.83 | 270,010 | Eight equal installments over four years; begins Oct 1, 2024; 7‑year term (exp. Jan 17, 2031) |
Compensation Structure & Incentives
- Equity mix (NEOs): 50% PSUs, 30% RSUs, 20% options; Ainsworth’s FY24 target equity value $1,350,000 (+12.5% YoY) .
- Annual bonus metrics: non‑GAAP revenue (40%), non‑GAAP operating income (40%), adjusted free cash flow (20%); overall FY24 payout 127% (purely financial, no discretion) .
- LTIP gatekeeper: 35% annual operating margin required each year for operating‑income PSU vesting (with first‑year acquisition impacts excluded for FY24 design) .
Performance & Track Record
- 2022 PSU cycle result: TSR 78th percentile; operating income above target; blended payout 126.25%; Ainsworth earned 14,189 PSUs vs 11,239 target .
- Product leadership: As ADP GM, oversees OpenEdge, Corticon, DataDirect and related assets; emphasizes AI integration and modernization for ADP customers . He publicly highlighted AI‑powered developer tooling for OpenEdge MCP Connector (ABL) to accelerate modernization and reduce risk .
Risk Indicators & Red Flags
- No related‑party transactions disclosed for FY2024; none currently proposed .
- Hedging/derivatives prohibited; pledging requires prior approval; no pledging disclosed .
- No excise tax gross‑ups in ERMAs; shareholder‑friendly change‑in‑control design (double‑trigger cash and equity) .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay support: ~97% approval at the 2024 meeting for FY2023 compensation; continued strong support history .
- Compensation peer group: Updated for FY2024; includes Dynatrace, Pegasystems, CommVault, Blackbaud, Manhattan Associates, Qualys, and others, with additions noted; targets competitive ~50th percentile positioning subject to individual adjustments .
Investment Implications
- Strong pay‑for‑performance alignment: Bonus and PSU metrics directly tie to recurring revenue durability, margin discipline, and TSR; prior PSU cycle paid at 126.25%, signaling robust execution and value creation .
- Retention risk appears contained: Significant unvested RSUs/options (multi‑year vesting), stock ownership guideline compliance, and double‑trigger CIC protection reduce near‑term flight risk; however, sizeable vesting/option exercise activity (24,177 RSUs vested; options exercised in 2024) can produce periodic selling pressure for tax/cash needs .
- Governance safeguards: Updated clawback, hedging/pledging restrictions, and no excise tax gross‑ups mitigate shareholder‑unfriendly risks; peer‑informed equity mix maintains balanced risk profile (PSUs/RSUs/options) .
- Execution focus: Ainsworth’s ADP stewardship aligns with Progress’s AI‑enabled modernization strategy; continued ARR growth and margin targets embedded in incentives support durable cash generation and TSR potential (company guidance and recent results) .