Paul Dacier
PROGRESS SOFTWARE CORP /MAAbout Paul T. Dacier
Independent director of Progress Software since June 2017; age 66. Currently a partner at Quinn Emanuel Urquhart & Sullivan LLP (joined January 2024), previously General Counsel of Indigo Agriculture (2017–2023) and Chief Legal Officer of EMC Corporation (1990–2016). Chairs the Nominating & Corporate Governance Committee; other current public company directorship: AerCap Holdings N.V. (NYSE: AER); prior public company board: GTY Technology Holdings, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quinn Emanuel Urquhart & Sullivan LLP | Partner | Jan 2024–present | Litigation/arbitration expertise applicable to governance oversight |
| Indigo Agriculture, Inc. | General Counsel | Mar 2017–Dec 2023 | Led legal; experience in emerging tech risk and ESG |
| EMC Corporation | Chief Legal Officer | 1990–Sep 2016 | Oversaw worldwide legal, internal audit, facilities, sustainability/aviation, government affairs; significant M&A and compliance experience |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| AerCap Holdings N.V. (NYSE: AER) | Director | Current | World’s largest independent aircraft lessor |
| GTY Technology Holdings, Inc. | Director | Prior 5 years | Prior public board service |
Board Governance
- Independence: Board has 8 of 9 independent directors; Dacier is identified among independent nominees; all committees are comprised solely of independent directors.
- Committee leadership: Chairs the Nominating & Corporate Governance Committee (NC); not listed on the Compensation Committee for fiscal 2024 (members: Krall, Tucci, Vitale).
- Meeting cadence and attendance: Fiscal 2024 meetings—Board 7, Audit 8, Nominating & Corporate Governance 4, Compensation 5, M&A 5; each director nominee attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting, led by the independent Chair.
- Board limits and independence safeguards: Outside board limits (≤4 other public boards for non-CEOs); directors expected to avoid conflicts and appearances of conflicts.
Fixed Compensation
| Component (Fiscal 2024) | Amount |
|---|---|
| Annual retainer (structure) | $275,000 split into $50,000 cash and $225,000 equity (RSUs or DSUs) |
| Committee/member/chair fees | Additional cash per role (not itemized in policy section) |
| Paul T. Dacier—Fees Earned (Cash) | $62,500 |
| Paul T. Dacier—Stock Awards (Grant-date fair value) | $225,042 |
| Paul T. Dacier—Total | $287,542 |
| Unvested DSUs/RSUs outstanding (11/30/2024) | 4,149 units |
Notes:
- Director equity units determined by dividing $225,000 by the grant-date closing price ($54.24 on June 27, 2024), rounded up.
Performance Compensation
- Directors do not have performance-linked metrics; equity is time-based with single-installment vesting on the Annual Meeting date (subject to continued service). DSUs convert to shares upon termination of Board service; RSUs/DSUs also convert upon change in control.
- Equity grant determination for fiscal 2024 used grant-date price methodology as above.
| Equity Award Terms (2024) | Details |
|---|---|
| Instrument | Deferred Stock Units (DSUs) or Restricted Stock Units (RSUs) |
| Grant sizing | $225,000 ÷ $54.24 grant-date closing price; rounded |
| Vesting | Single installment at Annual Meeting; service-contingent |
| Settlement (DSUs) | Upon termination of Board service |
| Change-in-control | RSUs/DSUs convert to shares upon CoC |
Other Directorships & Interlocks
| Company | Relationship to PRGS | Interlock/Conflict Notes |
|---|---|---|
| AerCap (AER) | Unrelated industry (aircraft leasing) | No related-party transactions disclosed by PRGS in fiscal 2024; no compensation committee interlocks. |
Expertise & Qualifications
- Documented skills: Leadership, cybersecurity, strategy, M&A, governance, human capital, technology/software industry.
- Legal and governance depth: Decades as CLO at EMC overseeing legal, audit, compliance, government affairs; recent litigation partner experience.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 44,510 (comprised of fully vested DSUs) |
| % of common stock | Less than 1% |
| Ownership guidelines | Directors must hold ≥5× annual cash retainer; all non-employee directors in compliance. |
| Hedging/pledging | Hedging prohibited; pledging/margining requires prior approval; insider trading controls enforced. |
Governance Assessment
- Strengths: Independent director; chairs NC committee (key for refreshment and evaluations); strong attendance culture; independent-only committees; robust ownership guidelines met; no related-party transactions; comprehensive anti-hedging/pledging policy.
- Oversight and engagement: Active schedule (Board 7; committees active); executive sessions at every meeting; stockholder engagement and say‑on‑pay support high (97% approval in 2024), signaling broad governance credibility.
- Potential risk indicators: External public board at AerCap appears within PRGS outside board limits; no disclosed conflicts; ongoing monitoring warranted but no red flags disclosed.