Vivian Vitale
PROGRESS SOFTWARE CORP /MAAbout Vivian M. Vitale
Independent director at Progress Software (PRGS) since October 2019, Vivian M. Vitale is a human capital and M&A integration specialist with senior leadership experience across software and services. She is NACD Directorship Certified (NACD.DC) and, as of the 2024 proxy, age 70; her education includes a B.A. in Communications (University of Connecticut) and an M.A. in Corporate & Political Communication (Fairfield University) . She qualifies as independent under Nasdaq standards and serves on key governance committees, with board tenure supporting continuity and talent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vivian Vitale Consulting, LLC | Principal/Owner | Apr 2018–present | Advises on HR and people management practices |
| Veracode, Inc. | EVP, Human Resources | Apr 2012–Mar 2018 | Continued through CA Technologies acquisition (Mar 2017); growth scaling, security talent |
| Care.com, Inc. | Senior Vice President | Pre-2012 | Online family support services; organizational leadership |
| RSA Security; Unica; IBM | Senior Leadership Roles | Pre-2012 | Enterprise software HR/operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NetScout Systems, Inc. (Nasdaq: NTCT) | Director (public) | Current | Public board service; technology networking |
| Vera3 (private) | Director | Current (as of 2022 proxy) | Private company board |
| Surprise HR Inc. (private) | Director | Current (as of 2022 proxy) | Private company board |
| Quantuvos (private) | Director | Current (as of 2022 proxy) | Private company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Vitale independent under Nasdaq and SEC rules |
| PRGS Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | Not a chair; Compensation Committee chaired by David A. Krall; N&CG chaired by Paul T. Dacier |
| Attendance | Each director nominee, including Ms. Vitale, attended ≥75% of Board/committee meetings in FY2024 |
| Meetings FY2024 | Board 7; Audit 8; N&CG 4; Compensation 5; M&A 5 |
| Independent Leadership | Independent Board Chair; independent-only executive sessions each regular meeting |
Fixed Compensation
Program structure and Ms. Vitale’s reported director pay.
- Non-employee director annual retainer: $275,000 (cash $50,000; equity $225,000 in DSUs or RSUs); committee members/chairs received additional retainers; 2024 plan kept flat vs prior year .
- Equity vests in a single installment at the Annual Meeting; DSUs settle upon board service termination; vesting also upon change in control; grant sizing based on grant-date price .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | 75,000 |
| Stock Awards ($) | 225,043 | 225,042 |
| Total ($) | 300,043 | 300,042 |
| Unvested DSUs/RSUs Outstanding (as of Nov 30) (#) | 3,935 | 4,149 |
Stock ownership guidelines for directors: ≥5x annual cash retainer; all non-employee directors are in compliance .
Performance Compensation
As a Compensation Committee member, Ms. Vitale oversees PRGS’s executive incentive design and outcomes (no director “performance” equity; director equity is time-based). The committee uses an independent consultant (Pay Governance), meets in executive session without management, and reports no interlocks .
2024 Corporate Bonus Plan Metrics and Payout (oversight by Compensation Committee):
| Performance Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Non-GAAP Corporate Revenue | 40% | 97% | 100% | 103% |
| Non-GAAP Operating Income | 40% | 94% | 100% | 108% |
| Adjusted Free Cash Flow | 20% | 96% | 98% | 108% |
| Outcome FY2024 | Result |
|---|---|
| Overall bonus payout | 127% of target; revenue 118% of target; operating income 125%; adjusted FCF 150% |
Long-term plan (executives): PSUs (50% of annual equity) based 75% on 3-yr cumulative non-GAAP operating income and 25% on relative TSR, with gatekeeper ≥35% annual operating margin; 2022–2024 PSU payout earned at 126.25% (TSR ~160%, operating income ~115%) .
Other Directorships & Interlocks
| Company | Ms. Vitale Role | Potential Interlock | Note |
|---|---|---|---|
| NetScout Systems, Inc. (NTCT) | Director | PRGS Board Chair John R. Egan is Lead Director at NetScout | Information-flow network across boards (not a comp committee interlock) |
No related person transactions involving directors/officers reported for FY2024; oversight by Audit Committee policies .
Expertise & Qualifications
- Human capital management, scaling for growth, acquisition integration, talent systems; cybersecurity and software industry leadership .
- NACD Directorship Certified (NACD.DC) since Dec 2022 .
- Education: B.A. Communications (UConn); M.A. Corporate & Political Communication (Fairfield) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 22,043 (all fully vested DSUs) |
| % of Outstanding Shares | <1% (asterisked in beneficial ownership table) |
| Vested DSUs | 22,043 |
| Unvested DSUs/RSUs (as of Nov 30, 2024) | 4,149 |
| Stock Options | 0 (no director held options) |
| Hedging/Pledging | Prohibited for directors; prior approval required for any pledge; no hedging allowed |
| Ownership Guidelines | Directors required to hold ≥5x annual cash retainer; all directors in compliance |
Governance Assessment
-
Strengths for investor confidence
- Independent director with strong HCM/M&A integration expertise; active roles on Compensation and Nominating & Governance committees .
- Robust committee practices: independent consultant (Pay Governance), executive sessions without management, no compensation committee interlocks .
- Demonstrated oversight rigor: clear, quantitative incentive metrics with above-target but capped outcomes; 2024 bonus payout 127% and 2022–2024 PSU payout 126.25% reflect formulaic performance alignment .
- Stockholder alignment signals: director ownership compliance; hedging/pledging prohibited; high say‑on‑pay support (~97% in 2024) .
-
Potential watch items
- Network interlock risk: Dual NetScout board presence (Vitale) and PRGS Chair Egan’s NetScout role may create perception of information interlocks; no evidence of related‑party transactions or committee interlocks at PRGS .
- Attendance: Company-wide disclosure indicates ≥75% attendance for all nominees; continue monitoring individual-level disclosure if available in future proxies .
Overall, Ms. Vitale’s profile suggests strong board effectiveness in human capital and M&A oversight, appropriate independence, and alignment with shareholders through ownership and pay governance practices, with limited conflict signals and no related-party exposures disclosed .