Rainer Gawlick
PROGRESS SOFTWARE CORP /MAAbout Rainer Gawlick
Independent director of Progress Software (PRGS) since June 2017; noted technology operator with go‑to‑market, product, and cybersecurity expertise. He holds a Ph.D. in Computer Science from MIT and currently serves as Board Chair of Proto Labs, Inc. (PRLB). Age disclosed as 56 in the 2024 proxy; independence confirmed under Nasdaq rules. Attendance met or exceeded 75% of Board/committee meetings in FY 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perfecto Mobile, Ltd. | President | Jul 2015 – Sep 2016 | Led mobile testing leader through growth phase |
| Intralinks, Inc. | EVP, Global Sales | Apr 2012 – Jul 2015 | Drove enterprise sales execution |
| Sophos Ltd. | Chief Marketing Officer | Aug 2008 – Apr 2012 | Security GTM and brand leadership |
| SolidWorks Corp. | VP, Worldwide Marketing & Strategy | Apr 2005 – Aug 2008 | CAD software strategy and marketing |
| McKinsey & Company | Consultant | Prior | Strategy advisory experience |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Proto Labs, Inc. (NYSE: PRLB) | Board Chair | Public | Current; only public board listed in last 5 years |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; PRGS Board: 8 of 9 nominees independent (incl. Dr. Gawlick) |
| Committee assignments | Audit Committee (member); Mergers & Acquisitions/Strategy Committee (member) |
| Audit Committee financial literacy | All Audit Committee members financially literate; Audit Chair (Kane) is financial expert |
| 2024 meeting cadence | Board 7; Audit 8; Nominating 4; Compensation 5; M&A 5 |
| Attendance | Each director nominee attended ≥75% of Board and relevant committee meetings in FY 2024; all directors attended 2024 annual meeting |
| Independent leadership | Independent Board Chair (John Egan); independent director executive sessions every regular meeting; all committees fully independent |
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard director cash retainer |
| Committee fees (cash) | $35,000 | Paid for committee service; schedule unchanged (Audit member $20k; M&A member $15k) |
| Total cash fees (Gawlick) | $85,000 | Per Director Compensation Table |
| Equity retainer (RSUs/DSUs) | $225,042 | Standard annual equity retainer |
| Total FY 2024 director compensation (Gawlick) | $310,042 | Sum of cash and equity |
| Ownership guideline | 5x annual cash retainer; all non‑employee directors in compliance |
Performance Compensation
Non-employee director equity awards are time-based, not performance-based.
| Equity element | Grant date and sizing | Vesting | Metrics |
|---|---|---|---|
| DSUs/RSUs (Gawlick) | 4,149 units granted for 2024 cycle; sized at $225,000 ÷ $54.24 (6/27/2024 close) | Single installment on the 2025 Annual Meeting date, subject to service; DSUs settle at Board departure; RSUs/DSUs also convert upon change in control | None (time-based) |
Other Directorships & Interlocks
- Current public board: Proto Labs, Inc. (Chair)
- PRGS disclosures reported no related person transactions >$120,000 in FY 2024 (reduces interlock/conflict risk)
Expertise & Qualifications
- Education: Ph.D., Computer Science, MIT
- Skill set cited by PRGS: cybersecurity, technology/software industry, go‑to‑market/sales, strategy, product development, finance/accounting, public company governance, M&A, leadership, CSR/ESG
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Rainer Gawlick | 45,510 | <1% | Includes 44,510 fully vested DSUs |
| Policy guardrails | — | — | Directors/officers prohibited from hedging or pledging PRGS stock without prior approval; updated clawback policy adopted per SEC/Nasdaq |
Governance Assessment
-
Strengths
- Deep operating and GTM experience across security and software; complements PRGS’s M&A/strategy and cybersecurity oversight (Audit and M&A committees).
- Strong independence profile; Board has independent chair and fully independent committees; regular executive sessions.
- Ownership alignment through DSUs/RSUs; compliance with rigorous 5x cash retainer ownership guideline; no hedging/pledging permitted.
- Audit Committee service with confirmed financial literacy; supports financial reporting and risk oversight.
-
Watch items
- External leadership role as PRLB Chair requires ongoing bandwidth assessment; PRGS guidelines cap outside public boards (he appears within limits). No related-party transactions disclosed to indicate conflicts.
- Director equity is time-based (no performance linkage), though standard for directors; reliance on equity still aligns interests via stock price exposure.
-
Shareholder signal
- Say-on-pay support strong (≈97% approval in 2024), indicating positive shareholder sentiment toward PRGS’s compensation governance under the Board’s oversight.