John Egan
PROGRESS SOFTWARE CORP /MAAbout John R. Egan
Independent Board Chair of Progress Software Corporation. Brings extensive board leadership experience across global technology companies, currently Lead Director at NetScout Systems, and previously a director at Verint Systems, EMC Corporation, and VMware; also serves on the board of Trilio (private). As independent Chair, he leads agendas, executive sessions, stockholder engagement, and advises the CEO on strategic matters, reinforcing independent oversight and governance quality .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verint Systems, Inc. | Director | — | Board leadership experience |
| EMC Corporation | Director | — | Board leadership experience |
| VMware, Inc. | Director | — | Board leadership experience |
External Roles
| Organization | Role | Public/Private | Committee/Position |
|---|---|---|---|
| NetScout Systems, Inc. | Lead Director | Public | Lead Director role |
| Trilio | Director | Private | Board member |
Board Governance
- Independence: 8 of 9 nominees are independent; the Chair and all committee members are independent .
- Chair role: Independent Board Chair leads executive sessions, sets agendas, engages stockholders, and advises CEO on strategic issues .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting; also at least two times annually and as requested, led by the Chair .
- Meetings and attendance (FY2024): Board 7; Audit 8; Nominating & Corporate Governance 4; Compensation 5; M&A/Strategy 5. Each director nominee attended at least 75% of board and committee meetings on which they served .
- Committee composition (FY2024 disclosed): Compensation Committee—Krall (Chair), Tucci, Vitale; Audit Committee—Kane (Chair), Gawlick, King. All committees comprise independent directors .
Fixed Compensation
| Item | FY2024 Value/Terms |
|---|---|
| Annual non‑employee director retainer | $275,000 (split: $50,000 cash; $225,000 equity in DSUs or RSUs) |
| Committee/chair fees | Additional cash retainers paid (specific amounts vary by role; included in “Fees Earned”) |
| Equity grant mechanics | Units determined by $225,000 ÷ grant‑date closing price; FY2024 grant used $54.24 (June 27, 2024), rounded to whole units |
| Vesting (director equity) | RSUs/DSUs vest in a single installment on the Annual Meeting date, subject to continued service; DSUs convert to shares upon board departure; RSUs/DSUs convert upon change in control |
| Director | Unvested DSUs/RSUs Outstanding (11/30/2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| John R. Egan | 4,149 | 135,000 | 225,042 | 360,042 |
Performance Compensation
- No performance-based director equity (no options for directors; RSU/DSU grants vest on the Annual Meeting date). Equity award sizing and vesting terms summarized below .
| Metric/Term | FY2024 Details |
|---|---|
| Grant date closing price used | $54.24 (June 27, 2024) |
| Equity vehicle | DSUs or RSUs; single-installment vesting at Annual Meeting |
| Options | None held by directors |
Other Directorships & Interlocks
- Current public board: NetScout Systems (Lead Director) .
- Prior public boards: Verint Systems, EMC Corporation, VMware .
- Private board: Trilio .
- Compensation committee interlocks: None among PRGS directors; compensation consultant (Pay Governance) independent and reports to the Compensation Committee .
Expertise & Qualifications
- Extensive board leadership across large tech companies; has led global technology organizations through strategic growth and operational change .
- Strong integrity and credibility with directors and executives; effective oversight of management and execution of strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Common Stock | Notes |
|---|---|---|---|
| John R. Egan | 42,993 | <1% | Consists of fully vested deferred stock units |
| Shares outstanding base (as of Mar 1, 2025) | 43,021,707 | — | Basis for percent calculations |
- Director stock ownership guidelines: At least 5× annual cash retainer value; 5 years to comply. All non‑employee directors are in compliance as of the proxy date .
- Hedging/pledging: Directors prohibited from short sales, derivatives, and hedging; pledging/margining prohibited without prior approval .
Governance Assessment
- Positive signals: Independent Board Chair with defined responsibilities; independent committees; structured executive sessions; strong attendance; clear director ownership guidelines with full compliance; hedging/pledging restrictions reduce misalignment risk; related‑party transactions screened by Audit Committee with none reported for FY2024 .
- Shareholder support: 2025 say‑on‑pay received 34,843,203 “For” vs. 2,461,206 “Against” (11,068 abstentions; 2,734,190 broker non‑votes), indicating strong support for compensation governance .
- Director election support: Egan received 35,360,552 “For” and 1,954,925 “Withheld” votes (2,734,190 broker non‑votes), supporting his continued role as independent Chair .
- Potential watch areas: External commitments (NetScout Lead Director and private Trilio board) should be monitored against PRGS guidelines limiting outside boards; Board guidelines require other directors not to serve on more than four public boards in addition to PRGS (Egan’s disclosed roles appear within policy) .
Supplemental: Board & Committee Activity (FY2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 8 |
| Nominating & Corporate Governance Committee | 4 |
| Compensation Committee | 5 |
| Mergers & Acquisitions/Strategy Committee | 5 |
Related-Party & Conflicts
- Review process: Audit Committee oversees related party transactions; directors complete annual questionnaires and must promptly update changes .
- Transactions: No related‑person transactions >$120,000 involving directors, officers, 5% holders, or immediate family in FY2024; none currently proposed .