Sundar Subramanian
Executive Vice President and General Manager, Infrastructure Management at 
PROGRESS SOFTWARE CORP /MA
PROGRESS SOFTWARE CORP /MAExecutive
About Sundar Subramanian
Executive Vice President and General Manager, Infrastructure Management at Progress Software (PRGS). Age 46; in current role since December 2022; joined Progress in August 2019 after senior roles at athenahealth, Citrus Payment Solutions, Kaseya, and Salesforce; holds an MS in Computer Science (Drexel University) and a BS in Electronics Engineering (University of Mumbai) . Company performance context during his tenure shows strong execution: PRGS’s “value of $100 invested” rose to 172.27 in 2024 (vs 134.31 in 2023, 132.97 in 2022, 120.82 in 2021), with Non-GAAP operating income of $298.5M in 2024 (vs $270.6M in 2023, $242.1M in 2022, $229.2M in 2021), underpinning pay-for-performance programs tied to operating income, revenue, and cash flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Progress Software | EVP & GM, Infrastructure Management | Dec 2022–present | Leads sales, product mgmt/marketing, field marketing, support, engineering for Infra Mgmt; responsible for business unit P&L execution . |
| Progress Software | SVP & GM, Chef | Oct 2020–Nov 2021 (elevated to EVP Nov 2021) | Drove Chef integration and growth post-acquisition . |
| Progress Software | Early-Stage Products Lead | Aug 2019–Oct 2020 | Led Kinvey, Kinvey Health Cloud, DataRPM, NativeChat, NativeScript product lines . |
| athenahealth | Executive Director | Aug 2016–Jul 2019 | Led SaaS platform product teams (microservices, data portability/interoperability across EHRs) . |
| Citrus Payment Solutions | VP, Products | Sep 2015–Aug 2016 | Scaled Sequoia-backed fintech; later acquired by Naspers . |
| Kaseya | VP, SaaS | Jan 2014–Aug 2015 | Built cross-functional teams driving revenue growth . |
| Salesforce | Director, Product Management | Not disclosed | Director role after co-founding startup acquired by Salesforce . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| athenahealth | Executive Director | Aug 2016–Jul 2019 | Led platform scale and interoperability initiatives . |
| Citrus Payment Solutions | VP, Products | Sep 2015–Aug 2016 | Product leadership pre-Naspers acquisition . |
| Kaseya | VP, SaaS | Jan 2014–Aug 2015 | Revenue acceleration through SaaS team build-out . |
| Salesforce | Director, Product Management | Not disclosed | Product leadership; joined via acquisition of his startup . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | 389,231 | 426,586 | 441,346 |
| Base Salary Rate ($, plan) | — | — | 425,000 |
| Target Bonus % (Corporate plan) | — | — | 60% of base salary |
| Corporate Bonus Earned ($) | 218,400 | 227,375 | 269,875 |
| Sales Leader Plan ($) | — | 35,575 | 39,626 |
| All Other Compensation ($) | 54,075 | 119,054 | 96,357 |
Notes:
- Base salary rate for 2024 set at $425,000; target annual cash incentive 60% of salary; committee left target percent unchanged vs 2023 .
- Corporate Bonus payout at 127% of target for all NEOs; Sundar’s Corporate Plan payout was $269,875; GM bonus structure also includes Sales Leader Plan equal to 10% of base salary (one-sixth of total target bonus), with $39,626 paid in 2024 .
Performance Compensation
| Component | Metric | Weighting | Threshold | Target | Max | Actual FY2024 Performance | Payout |
|---|---|---|---|---|---|---|---|
| Annual Bonus (Corporate Bonus Plan) | Non-GAAP Revenue | 40% | 97% of target | 100% | 103% | 118% of target | Interpolated into 127% overall plan payout |
| Annual Bonus (Corporate Bonus Plan) | Non-GAAP Operating Income | 40% | 94% | 100% | 108% | 125% of target | Included in 127% overall payout |
| Annual Bonus (Corporate Bonus Plan) | Adjusted Free Cash Flow | 20% | 96% | 98% | 108% | 150% of target | Included in 127% overall payout |
| GM Bonus (Sales Leader Plan) | Product financial objectives | 1/6 of target bonus | Not disclosed | Not disclosed | Not disclosed | Paid $39,626 in 2024 | Per plan |
| LTIP (2024 PSUs) | 3-yr cumulative Non-GAAP operating income (gate: ≥35% annual margin) | 75% | 0% if <35% margin | 100% at $1,047M cum OI | 200% at $1,165M | In progress | 0–200% based on performance |
| LTIP (2024 PSUs) | Relative TSR vs S&P Software & Services | 25% | 35th percentile (threshold) | 55th percentile (100%) | 90th percentile (200%) | In progress | 0–200% (capped at 100% if absolute TSR negative) |
LTIP history: 2022 PSUs earned at 126.25% (TSR component 160% at 78th percentile; operating income 115%), with Sundar earning 14,189 PSUs on a target of 11,239 .
Equity Awards (2024 Grants)
| Type | Grant Date | Shares / Units | Fair Value ($) | Strike Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| PSUs (LTIP 2024) | Jan 18, 2024 | Target 11,673; Threshold 1,459; Max 23,346 | 675,050 | — | — | 3-year cliff; earned per operating income and TSR metrics |
| RSUs | Jan 18, 2024 | 7,004 | 405,041 | — | — | Six equal installments over 3 years; begin Oct 1, 2024 |
| Stock Options | Jan 18, 2024 | 17,231 | 270,010 | 57.83 | Jan 17, 2031 | Eight equal installments over 4 years; begin Oct 1, 2024 |
Grant mechanics: 2024 annual equity awards mix was 50% PSUs, 30% RSUs, 20% options; committee granted in dollars and converted to units based on closing price/Black-Scholes; RSUs/options vest semi-annually starting ~nine months after grant .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 99,665 shares |
| Options Exercisable (within 60 days) | 61,114 exercisable; 8,728 will become exercisable within 60 days |
| RSUs Vesting Within 60 Days | 3,458 |
| Unvested RSUs (at FY2024 year-end) | 5,837; market value $399,309 (at $68.41 close on Nov 29, 2024) |
| Unvested PSUs (target, FY2024 year-end) | 11,673; market value $798,550 (at $68.41 close) |
| Unexercised Options (unexercisable) | 15,077 |
| Ownership Guidelines | CEO: ≥3x salary; Other execs: ≥1x salary; all NEOs compliant as of proxy date |
| Hedging/Pledging Policy | Prohibits hedging; pledging/margining requires prior approval; derivative speculation prohibited |
| 2024 Vesting/Exercise Activity | Options exercised: none for Sundar; Stock vested: 24,177 shares; value realized $1,400,457 |
Approximate ownership as % of outstanding shares: 99,665 / 43,021,707 ≈ 0.23% .
Employment Terms
| Scenario | Cash Severance | Pro Rata Bonus | Equity Acceleration | Benefits Continuation | Notes |
|---|---|---|---|---|---|
| Involuntary Termination (no change in control) | $680,000 | $255,000 | 12 months acceleration of options/RSUs; PSUs cancelled | $31,076 | Severance equals 12 months total target cash comp; non-compete 1 year; requires release . |
| Change in Control Only (awards assumed) | — | — | No acceleration if awards assumed; limited 12-month acceleration applies if not assumed (company policy) | — | PSUs may be determined at change in control and vest at original end date if employed; accelerated payout if involuntary termination post-CoC . |
| Involuntary Termination within 12 months after Change in Control (ERMA) | $1,020,000 | $255,000 | Full vesting of pre-termination options/RSUs; PSUs determined/accelerated per LTIP | $46,614 | Double-trigger; lump-sum; no excise tax gross-up . |
Severance program architecture: Sundar is covered by executive severance guidelines (12 months cash + benefits; RSU/option acceleration; PSUs cancelled) and ERMA (18 months total target comp + benefits; accelerated vesting) with double-trigger change-in-control protections; no tax gross-ups .
Compensation & Incentives Structure Highlights
- Target mix and levels: For 2024, Sundar’s annual base salary rate was $425,000, target cash bonus 60% of salary, and target equity value $1,350,099 (50% PSUs, 30% RSUs, 20% options); year-over-year target equity increased 12.5% while salary and target bonus remained unchanged .
- Corporate bonus metrics and payout: Weighted 40% revenue, 40% non-GAAP operating income, 20% adjusted free cash flow; payout achieved 127% of target for 2024; GM bonuses included a Sales Leader Plan equal to 10% of base salary .
- LTIP design: 75% PSUs tied to cumulative Non-GAAP operating income with a 35% annual operating margin gate; 25% PSUs tied to relative TSR vs S&P Software & Services; payouts range 0–200%; 2022 LTIP paid at 126.25% .
Compensation Peer Group and Governance
| Item | Details |
|---|---|
| Peer Group (2024) | Appian, Aspen Tech, Avid Tech, Blackbaud, Commvault, Dynatrace, Everbridge, Manhattan Associates, N-able*, New Relic, Pegasystems, Qualys*, Rapid7, SPS Commerce, Verint, Xperi* (*added for 2024) . |
| Target percentile | Total direct compensation targeted near 50th percentile of peer practices, adjusted for role/tenure/performance . |
| Compensation Committee | Members: David A. Krall (Chair), Angela T. Tucci, Vivian M. Vitale; all independent; no interlocks . |
| Clawback Policy | Updated to comply with SEC/Nasdaq; recovery of excess incentive compensation upon financial restatement for current/former Section 16 officers . |
| Say-on-Pay | ~97% approval at 2024 meeting; historically ~96%+ support over six years . |
Related Party Transactions and Risk Indicators
- Related party transactions: None in fiscal 2024 requiring disclosure .
- Hedging/pledging: Prohibited (hedging); pledging/margining requires prior approval; aligns with investor-friendly practices .
- CEO pay ratio: 100:1 for 2024; indicates ongoing governance disclosure rigor .
Investment Implications
- Alignment: Strong pay-for-performance linkage—annual cash tied to revenue/OI/FCF, LTIP dominated by cumulative operating income and relative TSR—suggests high alignment of Sundar’s incentives with durable, profitable growth and shareholder returns .
- Retention risk vs selling pressure: Semi-annual RSU/options vesting beginning Oct 1, 2024, provides predictable retention hooks; 2024 shows significant stock vesting (24,177 shares) and no option exercises—monitor future Form 4s for tax withholding and dispositions as PSUs/RSUs deliver .
- Change-of-control economics: Double-trigger ERMA (18 months total target comp; full vesting of pre-termination RSUs/options; accelerated PSU payout mechanics) is market standard, with no tax gross-ups—limited shareholder-unfriendly features .
- Governance quality: High say-on-pay support, independent compensation committee, clawback adoption, ownership guideline compliance, and hedging/pledging constraints support compensation discipline and risk management .