Loren Jarrett
Executive Vice President and General Manager, Digital Experience at 
PROGRESS SOFTWARE CORP /MA
PROGRESS SOFTWARE CORP /MAExecutive
About Loren Jarrett
Loren Jarrett, 50, is Executive Vice President and General Manager, Digital Experience at Progress Software (PRGS). She joined Progress as Chief Marketing Officer in January 2017, became SVP & GM, Developer Tools in June 2019 (EVP since November 2021), and has led the Digital Experience business since December 2022 . She holds an MBA from Harvard Business School and a BA (magna cum laude) from Yale University . Incentives are tightly linked to corporate performance: the 2024 corporate bonus paid at 127% of target on above-target revenue, operating income, and adjusted FCF, while long-term PSUs tied 75% to cumulative non-GAAP operating income and 25% to relative TSR paid 126.25% for the 2022 grant and 186.25% for the 2021 grant, evidencing strong multi-year execution against profitability and shareholder return metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Progress Software | EVP & GM, Digital Experience | Dec 2022–present | P&L leadership across sales, product management/marketing, support and engineering for Digital Experience |
| Progress Software | EVP (elevated) | Nov 2021 | Senior leadership promotion to EVP |
| Progress Software | SVP & GM, Developer Tools | Jun 2019–Dec 2022 | Led developer tooling portfolio (e.g., Telerik, Kendo UI) after transitioning from CMO |
| Progress Software | Chief Marketing Officer | Jan 2017–Jun 2019 | Built high-performing marketing org; drove GTM and demand gen |
| Acquia | Chief Marketing Officer | 2015–Dec 2016 | Enterprise software GTM leadership |
| Kaseya | Chief Marketing Officer | 2013–2015 | CMO for IT management software |
| American Express | VP, Corporate Charge Card & Loyalty | 2013 | Product management for corporate card/loyalty |
| Oracle | VP, Product Management & Strategy | 2011–2012 | Product strategy after FatWire acquisition |
| FatWire (acq. by Oracle 2011) | SVP, Marketing & Product Mgmt | 2007–2011 | Led marketing/product; transaction culminated in Oracle acquisition |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Boston Scores | Board of Directors | Not disclosed | Non-profit; largest after-school soccer/enrichment program in Boston |
Fixed Compensation
| Component | 2024 | 2023 |
|---|---|---|
| Base salary rate | $425,000 | $425,000 |
| Target annual bonus (% of salary) | 60% (GM split: 5/6 corporate, 1/6 Sales Leader Plan) | 60% (GM split: 5/6 corporate, 1/6 Sales Leader Plan) |
| Target annual bonus ($) – Corporate Plan portion | $212,500 | $212,500 |
| Actual bonus paid | $269,875 | $227,375 |
| Salary actually earned (per SCT) | $441,346 | $423,250 |
Performance Compensation
Annual Corporate Bonus Plan (design and outcomes)
| Metric | Weight | Threshold | Target | Max | 2024 Achievement | 2024 Payout |
|---|---|---|---|---|---|---|
| Non-GAAP corporate revenue | 40% | 97% | 100% | 103% | 118% of target | Overall plan 127% |
| Non-GAAP operating income | 40% | 94% | 100% | 108% | 125% of target | Overall plan 127% |
| Adjusted free cash flow | 20% | 96% | 98% | 108% | 150% of target | Overall plan 127% |
| Overall outcome (fiscal year) | — | — | — | Cap 150% | 2023: 123% rev, 113% OI, 64% FCF | 2023: 107% |
Notes: For GMs (Jarrett), one-sixth of target bonus is tied to business unit performance under the Sales Leader Plan; five-sixths tied to corporate metrics .
Long-Term Incentive Plan (PSUs, RSUs, Options)
Program design (annual grants):
- Mix: 50% PSUs (3-year performance; 3-year cliff), 30% RSUs (service; 6 installments over 3 years), 20% stock options (7-year term; 8 installments over 4 years) .
- PSU metrics: 75% cumulative non-GAAP operating income (subject to 35% annual operating margin threshold) and 25% relative TSR vs S&P Software & Services; 0–200% payout .
PSU performance outcomes and earned units:
| PSU grant (performance period) | Corporate payout | Jarrett PSUs earned |
|---|---|---|
| 2022 PSUs (FY2022–FY2024) | 126.25% (TSR 78th pct. =160%; OI=115%; 25%/75% mix) | 14,189 |
| 2021 PSUs (FY2021–FY2023) | 186.25% (TSR 73rd pct. =145%; OI=200%) | 17,489 |
Recent annual grant details (Jarrett):
| Grant date | PSUs target (#) | RSUs (#) | Options (#) | Option exercise price |
|---|---|---|---|---|
| 1/18/2024 | 11,673 | 7,004 | 17,231 | $57.83 |
| 1/19/2023 | 11,671 | 7,003 | 16,656 | $51.41 |
Vesting schedules (Jarrett):
- RSUs: 6 equal semi-annual installments over 3 years, beginning ~9 months after grant (e.g., Oct 1, 2024 for 2024 grant; Oct 1, 2023 for 2023 grant; Oct 1, 2022 for 2022 grant) .
- Options: 8 equal semi-annual installments over 4 years, beginning ~9 months after grant (same start dates as RSUs above) .
- PSUs: 3-year performance; cliff vest after certification (e.g., 2024 grant vests Feb 1, 2027 subject to achievement; 2023 grant vests Feb 1, 2026; 2022 grant vested Feb 1, 2025) .
Realized vesting/exercises (liquidity events):
| Fiscal year | Options exercised (#) | Value realized on exercise ($) | RSUs vested (#) | Value realized on vesting ($) |
|---|---|---|---|---|
| 2024 | — | — | 24,177 | $1,400,457 |
| 2023 | 36,761 | $719,886 | 17,855 | $969,585 |
Trading-signal note: RSU and option vesting occurs semi-annually (approximately Apr 1 and Oct 1), which can create predictable sell-to-cover tax transactions and incremental supply near those windows .
Equity Ownership & Alignment
Beneficial ownership (as of proxy record dates):
| Date (as of) | Shares beneficially owned | % of common stock |
|---|---|---|
| Mar 1, 2025 | 91,428 | <1% |
| Mar 1, 2024 | 83,816 | <1% |
Ownership guidelines and pledging/hedging:
- Stock ownership guidelines: CEO 3x salary; other senior executive officers 1x salary; 5 years to comply; all NEOs compliant as of proxy date .
- Hedging and pledging prohibited for directors and executive officers (no shorting, options, hedging; pledging/margining not permitted) .
Selected outstanding equity awards at FYE 2024 (Jarrett):
| Grant | Options exercisable (#) | Options unexercisable (#) | Exercise price | Expiration | RSUs not vested (#) | PSUs unearned (target) (#) |
|---|---|---|---|---|---|---|
| 1/22/2019 | 19,231 | — | $34.73 | 1/21/2026 | — | — |
| 1/21/2020 | 13,196 | — | $47.16 | 1/20/2027 | — | — |
| 1/19/2021 | 15,136 | 2,162 | $42.61 | 1/18/2028 | — | — |
| 1/20/2022 | 11,650 | 6,990 | $44.49 | 1/19/2029 | 1,124 | 11,239 |
| 1/19/2023 | 6,246 | 10,410 | $51.41 | 1/18/2030 | 3,502 | 11,671 |
| 1/18/2024 | 2,154 | 15,077 | $57.83 | 1/17/2031 | 5,837 | 11,673 |
Employment Terms
Severance guidelines (non-CEO/CFO executives, including Jarrett):
- Involuntary termination (non‑CIC): 12 months total target cash compensation; pro‑rata bonus; 12 months medical/dental/vision; 12 months acceleration of unvested options/RSUs; PSUs are cancelled; one‑year non‑compete, non‑disparagement and related covenants .
- ERMA (change in control): If involuntary termination within 12 months post‑CIC, lump sum equal to 18 months total target compensation; 18 months benefits; all options/RSUs fully vest; PSUs subject to accelerated determination/payout rules; no excise tax gross‑ups .
Estimated payments (valuations at fiscal year-end close prices):
| Scenario (as of Nov 30 fiscal year) | Cash severance | Pro‑rata bonus | Options vesting value | RSUs vesting value | Benefits | Total |
|---|---|---|---|---|---|---|
| Involuntary (FYE 2024; ref price $68.41) | $680,000 | $255,000 | $283,613 | $396,231 | $38,203 | $1,653,047 |
| Involuntary + CIC (FYE 2024) | $1,020,000 | $255,000 | $559,465 | $715,774 | $57,304 | $2,607,543 |
| Involuntary (FYE 2023; ref price $53.86) | $680,000 | $255,000 | $113,559 | $297,361 | $38,203 | $1,384,123 |
| Involuntary + CIC (FYE 2023) | $1,020,000 | $255,000 | $228,883 | $546,517 | $57,304 | $2,107,704 |
Change-in-control equity mechanics:
- No automatic acceleration if awards are assumed by acquirer; if not assumed, limited 12-month acceleration of options/RSUs for executives (Jarrett); PSUs determined based on performance through CIC; if later involuntarily terminated post‑CIC, earned PSUs accelerate .
Clawback and trading policy:
- Clawback updated to comply with SEC/Nasdaq; applies to current/former Section 16 officers; recovery of excess incentive comp after financial restatement .
- Grants occur on predetermined schedules; no grant timing around blackouts; awards not granted during regular blackout periods .
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs equity mix | Majority at-risk: annual bonuses 100% formulaic; 70% of annual equity value in PSUs and options (performance/leverage) . |
| Shift in instruments | Continued use of PSUs (50%), RSUs (30%), options (20%); aligns with multi-year profitability and TSR . |
| Performance rigor | Corporate bonus thresholds set below plan but with capped payout at 150%; 2024 achieved 127% on broad-based outperformance; 2023 at 107% demonstrating variability . |
| Discretionary pay | No discretionary bonuses noted; payouts purely financial/formulaic . |
| Repricing/modifications | No option repricing disclosed; PSU targets adjusted for acquisitions consistent with M&A accretion model . |
| Governance safeguards | No hedging/pledging; updated clawback; no excise tax gross-ups; capped plans; independent consultant (Pay Governance) . |
Risk Indicators & Red Flags
- Hedging or pledging of stock prohibited for executives and directors (reduces misalignment/forced-sale risk) .
- No excise tax gross-ups; severance benefits conditioned on release and restrictive covenants .
- Say-on-pay support consistently ~96%+ over six years, indicating strong shareholder backing of program design .
Equity Ownership & Vesting Pressure Map (Trading Signals)
- Semi-annual vesting cadence (approx. Apr 1 and Oct 1) for RSUs and options can introduce predictable sell-to-cover activity; monitor Form 4 filings around these dates for potential selling pressure .
- 2024 realized RSU vesting was 24,177 shares for Jarrett, indicating meaningful periodic settlements to track for liquidity events .
Performance & Track Record
- Corporate multi-year performance tied to LTIP produced above-target PSU payouts: 2022 cohort at 126.25% and 2021 cohort at 186.25%, with Jarrett earning 14,189 and 17,489 PSUs respectively, driven by strong cumulative operating income and competitive TSR performance .
- Annual corporate plan results showed discipline across revenue, operating income, and FCF with 2024 at 127% overall payout and 2023 at 107% .
Employment Terms Summary (Non-Compete/Non-Solicit)
- Non-compete for one year post-termination applies as a condition for severance; standard non-disparagement and related covenants apply .
Multi-Year Compensation (Summary Compensation Table – Jarrett)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 441,346 | 1,111,199 | 270,010 | 269,875 | 98,661 | 2,191,091 |
| 2023 | 423,250 | 991,659 | 240,013 | 227,375 | 101,755 | 1,984,052 |
| 2022 | 389,231 | 826,054 | 200,007 | 218,400 | 54,075 | 1,687,767 |
Investment Implications
- Alignment: High proportion of at-risk pay (formulaic bonus + PSU/option-heavy equity) tied to profitability and TSR, with robust governance (no hedging/pledging; clawback; no gross-ups), suggests strong alignment with shareholder value creation .
- Retention and change-in-control economics: Severance/ERMA terms are standard-to-conservative (12–18 months cash; PSUs cancelled on non‑CIC termination), which mitigates windfall risk while providing reasonable retention protection; no automatic acceleration if awards assumed in a deal .
- Trading signals: Semi-annual vesting windows (Apr/Oct) are focal points for potential sell-to-cover flows; monitoring Form 4s around these dates is prudent for assessing short-term supply pressure .
- Execution track record: Above-target PSU realizations (2021, 2022 cycles) and strong 2024 corporate bonus outcome support confidence in management’s operating discipline and value creation through the M&A-driven Total Growth Strategy .