Stephanie Wang
Executive Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer at 
PROGRESS SOFTWARE CORP /MA
PROGRESS SOFTWARE CORP /MAExecutive
About Stephanie Wang
YuFan Stephanie Wang, 42, is Executive Vice President, Chief Legal Officer, Corporate Secretary, and Chief Compliance Officer at Progress Software; she has led legal, compliance, and corporate governance since September 2022, after joining as Deputy General Counsel in May 2022 and serving as Acting Chief Legal Officer in June 2022 . Prior experience includes Senior Vice President and Deputy Chief Legal Officer at W. P. Carey Inc. (2014–2022) and corporate practice roles at Clifford Chance US LLP and Proskauer Rose LLP . Company performance over her tenure has been strong, with PRGS’s non-GAAP operating income at $298.5M in FY2024 and cumulative pay-versus-performance stockholder return improvements versus 2022–2023 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PRGS Stockholder Return (Value of $100) | 132.97 | 134.31 | 172.27 |
| Non-GAAP Operating Income ($M) | 242.1 | 270.6 | 298.5 |
| Net Income ($M) | 182.8 | 194.2 | 219.0 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| W. P. Carey Inc. (NYSE: WPC) | SVP & Deputy Chief Legal Officer | 2014–2022 | Led legal operations for a public REIT; governance and transaction support |
| Clifford Chance US LLP | Corporate Department (Attorney) | n/a | Corporate transactions and capital markets support |
| Proskauer Rose LLP | Corporate Department (Attorney) | n/a | Corporate advisory and deal execution |
External Roles
No public-company directorships or external board roles disclosed for Ms. Wang in the 2025 proxy. Skip.
Fixed Compensation
Not disclosed for Ms. Wang (she is not a named executive officer in the Summary Compensation Table for FY2022–FY2024) .
Performance Compensation
Progress’ executive incentive architecture (which governs pay-for-performance and influences executive behavior) is as follows:
- Corporate Bonus Plan (FY2024) metrics and payout:
- Non-GAAP corporate revenue (40%), Non-GAAP operating income (40%), Adjusted free cash flow (20%); threshold/target/max set at 97%/100%/103% for revenue, 94%/100%/108% for operating income, and 96%/98%/108% for FCF; payout curve 25%/100%/150% .
- FY2024 actual achievement: Revenue 118% of target, Operating Income 125%, Adjusted FCF 150%, producing a 127% overall bonus funding and payout for NEOs (purely formulaic, no discretion) .
| Metric | Weight | Threshold | Target | Maximum | FY2024 Actual | FY2024 Payout Outcome |
|---|---|---|---|---|---|---|
| Non-GAAP Revenue | 40% | 97% | 100% | 103% | 118% of target | Contributes to 127% total |
| Non-GAAP Operating Income | 40% | 94% | 100% | 108% | 125% of target | Contributes to 127% total |
| Adjusted Free Cash Flow | 20% | 96% | 98% | 108% | 150% of target | Contributes to 127% total |
- Long-Term Incentive Plan (LTIP) equity mix and mechanics (FY2024 grant design): PSUs (50% of grant value), RSUs (30%), and Stock Options (20%); PSUs have a three-year performance period with 75% weight on cumulative non-GAAP operating income and 25% on relative TSR versus the S&P Software & Services Select Industry Index; RSUs vest in six equal installments over three years; Options vest in eight equal installments over four years; PSUs are cliff-vest based on performance .
- Performance gating: PSU operating income metric requires a ≥35% annual operating margin each year to qualify for payout; FY2024 LTIP excludes first-year impacts of acquired businesses from the margin gate to support integration while maintaining discipline .
| LTIP Component | Weight | Performance Metric | Payout Scale | Vesting | Notable Design Points |
|---|---|---|---|---|---|
| PSUs | 50% | 75% Cumulative non-GAAP Operating Income; 25% Relative TSR | 0–200%; TSR threshold 35th pct, target 55th, max 90th pct; Operating Income tied to three-year plan totals | Cliff at 3 years | Annual margin gate ≥35%; FY2024 gate excludes first-year acquisition impacts |
| RSUs | 30% | Time-based | n/a | 6 installments over 3 years | Retention-oriented in volatile markets |
| Options | 20% | Stock price appreciation | n/a | 8 installments over 4 years | 7-year term; Black-Scholes grant valuation; strike at grant-date close |
- Realized PSU outcomes from prior cycle: 2022 PSUs paid at 126.25% based on 160% TSR metric and 115% operating income metric (25%/75% weighting) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3× base salary; other senior executive officers 1× base salary; five years to reach threshold . As of the proxy date, all named executive officers met thresholds; non-NEO executive compliance (including Ms. Wang) is not disclosed .
- Hedging and pledging: Executives are prohibited from hedging and speculative transactions; pledging or margining company stock requires prior approval; options under company plans are not considered “derivative securities” for this policy .
- Insider trading controls: Trading-window, pre-clearance, and MNPI safeguards; director-level and above must transact only during open windows with additional restrictions for certain officers .
- Beneficial ownership: Individual holdings for Ms. Wang are not itemized in the FY2025 beneficial ownership table; she is identified as Corporate Secretary and signatory for proxy materials and shareholder information .
Employment Terms
- Role and tenure: Corporate Secretary, CLO, CCO; current role since September 2022; joined May 2022 .
- Severance guidelines (executive officers other than CEO/CFO): Upon involuntary termination, executives are eligible for 12 months of total target cash compensation, pro-rata target bonus for the elapsed year, 12 months of benefits continuation, and 12 months’ acceleration of unvested stock options and RSUs; PSUs are cancelled; non-compete applies for one year post-termination (as a condition of severance) .
- Change-in-control (ERMA): Enumerated ERMAs cover Folger, Ainsworth, Subramanian, and Jarrett (18 months cash and benefits, and full vesting of time-based equity upon involuntary termination within 12 months post-CIC); Ms. Wang is not listed among executives with ERMAs in the proxy; no excise tax gross-ups provided under ERMAs .
- Clawback policy: Board-adopted SEC/Nasdaq-compliant compensation recovery policy applicable to current and former Section 16 officers, requiring recovery of excess incentive pay following financial restatements .
- Equity grant timing discipline: Grants approved by the Compensation Committee on predetermined schedules, avoiding blackout periods and timing around MNPI; annual grants typically effective two trading days post-10-K filing; FY2024 grants approved Jan 8, 2024, with grant date Jan 18, 2024 .
Investment Implications
- Compensation alignment: Company-wide incentive frameworks emphasize durable recurring revenue growth (ARR added for FY2025), profitability (non-GAAP operating income), and cash generation; PSU gates and TSR benchmarking reduce windfalls and reward disciplined, accretive execution—supportive of shareholder alignment for legal/compliance leadership roles like Ms. Wang’s .
- Retention risk: Executive severance guidelines (12 months cash/benefits and time-based equity acceleration) provide a competitive but not excessive safety net; absence of disclosed ERMA coverage for Ms. Wang (unlike certain business-unit GMs/CFO) suggests moderate CIC protection—potentially lowering CIC-related turnover risk but also reducing golden parachute incentives .
- Trading signals: Strict hedging/pledging prohibitions, insider trading windows, and clawback policy reduce misalignment and mitigate opportunistic trading risks; no pledging or related-party transactions disclosed—lower governance red flags .
- Execution track record: During her tenure, PRGS delivered rising non-GAAP operating income and improved stockholder returns; compensation outcomes (127% cash bonus funding for FY2024; 126.25% for 2022 PSU cycle) reflect above-plan performance against hard gates—supportive of a stable, performance-linked pay environment for senior staff including legal leadership .
Note: Individual compensation, grant counts, and ownership for Ms. Wang were not disclosed in the FY2025 proxy; analysis focuses on disclosed company-wide structures and policies that govern executive incentives, retention, and alignment.