Form 4: Pega Systems COO Kenneth Stillwell Reports Stock Transactions

Kenneth Stillwell, COO and CFO of Pega Systems, reports the acquisition and disposal of common stock and derivative securities, including restricted stock units and stock options.

Summary

• Kenneth Stillwell, the COO and CFO of Pegasystems Inc., filed a Form 4 detailing changes in beneficial ownership.
• On March 6, 2024, Stillwell acquired 429 shares of common stock through the vesting of restricted stock units at a price of $0.
• Also on March 6, 2024, 169 shares were disposed of to satisfy tax withholding obligations at a price of $62.1.
• Following these transactions, Stillwell directly owns 17,743 shares of common stock.
• On March 5, 2024, Stillwell was granted 35,218 restricted stock units that vest 25% on March 5, 2025, with the remaining 75% vesting quarterly over the following three years.
• Additionally, 3,522 restricted stock units were granted as part of the Corporate Incentive Plan (CICP), vesting 100% on March 5, 2025, subject to performance threshold funding.
• Stillwell was also granted 70,436 stock options on March 5, 2024, vesting 25% on March 5, 2025, with the remaining 75% vesting quarterly over the following three years, expiring on March 5, 2034.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reflects routine transactions related to executive compensation and tax obligations.

Positives

• The granting of RSUs and stock options to the COO and CFO suggests an incentive alignment with the company's long-term performance.

Future Outlook

The reported RSUs and stock options will vest over the next three years, contingent on continued employment and, in the case of the CICP RSUs, the attainment of performance thresholds.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. These filings are closely watched by investors for signals about management's confidence in the company's prospects.

Comparison to Industry Standards

• Stock option and RSU grants are a common form of compensation for executives in the technology industry.
• Vesting schedules of 3-4 years are typical to incentivize long-term commitment.
• Companies like Salesforce, Oracle, and SAP also utilize similar equity-based compensation plans for their executives.

Stakeholder Impact

• The transactions have a minor impact on shareholders as they relate to executive compensation and tax obligations.

Key Dates