Catherine Lesjak

About Catherine Lesjak

Catherine A. Lesjak, 66, is an independent director of PROS and a former HP Inc. finance executive with three decades of operating experience. She served as HP’s CFO (2007–2018), interim COO (2018–2019), and interim CEO (Aug–Oct 2010). She holds a B.S. in Biology from Stanford and an MBA in Finance from UC Berkeley. She joined the PROS board in 2020 and is an SEC-designated Audit Committee Financial Expert. She currently chairs PROS’ Audit Committee and serves on the Nominating & Corporate Governance (NCG) Committee .

Past Roles

External Roles

Board Governance

• Independence and structure: The Board determined all directors except the CEO were independent as of Dec 31, 2024; all Board committees are entirely independent. PROS is led by an independent non-executive chairman .
• Committee assignments: Lesjak serves as Audit Committee Chair and NCG Committee member; she is designated an “Audit Committee financial expert” under SEC rules .
• Attendance and engagement: In 2024, the Board met 7 times (plus 4 unanimous written consents). Each director attended all Board and committee meetings on which they served. Typical meetings include committee sessions, full Board, and an executive session on Day 2 .
• Committee activity levels (2024): Audit met 10 times; CLD met 7 times; NCG met 4 times (plus written consents) .
• Term and election: Lesjak (Class III) was elected on May 8, 2025 to serve until the 2028 Annual Meeting; votes cast: For 38,456,261; Withheld 1,393,070; Broker Non-Votes 2,956,884 (≈96.5% of votes cast For) .

Fixed Compensation

• Director fee structure (2024): Annual cash retainer $35,000; equity grant $190,000 in RSUs; Committee chair/member retainers as below. Non-executive chair retainer $60,000 .

• Lesjak’s director compensation (annual): | Metric | 2023 | 2024 | |---|---:|---:| | Fees earned (cash) | $72,500 | $72,500 | | RSUs (grant-date fair value) | $179,981 | $189,998 | | Total | $252,481 | $262,498 |

Notes: Cash retainers are paid quarterly in arrears. RSUs granted in 2024 vest in full on the earlier of May 15, 2025 or the 2025 Annual Meeting .

Performance Compensation

Clawback and alignment provisions: The company maintains a clawback provision in its equity plan applicable to all equity awards and robust stock ownership guidelines for directors (see Equity Ownership) .

Other Directorships & Interlocks

No related-party transactions involving directors were disclosed during the period reviewed .

Expertise & Qualifications

• Financial expertise: SEC-designated Audit Committee financial expert; extensive CFO experience at HP .
• Skills matrix highlights: Accounting, Finance, Leadership, M&A, Tech industry exposure; public company/governance experience checked in Board skills table .
• Risk oversight: Audit Committee responsibilities include financial reporting, internal controls, auditor oversight, cybersecurity risk management, and related-party transaction oversight .

Equity Ownership

• Ownership guidelines: Directors must hold shares equal to 5x the annual cash retainer; new directors have six years to comply. As of Dec 31, 2024, all directors were in compliance .

Notes: Applicable percentage ownership based on 47,796,522 shares outstanding as of March 12, 2025 record date .

Governance Assessment

• Board effectiveness: As Audit Chair and an SEC “financial expert,” Lesjak anchors financial reporting and risk oversight (including cybersecurity), with an active Audit Committee cadence (10 meetings in 2024) and full attendance, supporting robust oversight of controls, disclosures, and auditor independence .
• Independence and alignment: She is independent under NYSE standards; PROS committees are fully independent; directors adhere to 5x retainer ownership guidelines and were in compliance as of year-end 2024, reinforcing alignment with shareholders .
• Shareholder support: Strong re-election outcome (38.46M For; 1.39M Withheld; ≈96.5% of votes cast For), and say-on-pay passed (35.13M For; 2.88M Against; 1.83M Abstain), indicating broad investor confidence in governance and compensation programs .
• Compensation structure quality: Director pay is appropriately balanced toward equity (increased RSU grant from $180k in 2023 to $190k in 2024) with stable cash retainers and role-based increments, enhancing long-term alignment without pay anomalies or option repricing .
• Conflicts and red flags: No related-party transactions disclosed since Jan 1, 2024; Section 16(a) filings were timely in 2024; the company maintains equity clawback provisions. No pledging/hedging by directors is stated, but anti-hedging/anti-pledging policies apply to employees, and the equity plan clawback applies to all equity awards .

Overall signal: Lesjak’s deep finance background, independent status, leadership of the Audit Committee, and strong shareholder support collectively bolster investor confidence in PROS’ financial oversight and governance rigor .