Form 4: Progress Software Director Angela Tucci Granted Equity Retainer for Fiscal Year 2025

Progress Software Corporation's Director, Angela Tucci, was granted 4,175 restricted stock units as part of her fiscal year 2025 equity retainer, valued at $53.9 per unit.

Summary

• Angela Tucci, a Director of Progress Software Corporation (PRGS), acquired 4,175 restricted stock units (RSUs) on July 2, 2025.
• These RSUs were issued as the fiscal year 2025 equity retainer for her services as a director.
• The RSUs were valued at $53.9 per unit, totaling approximately $225,002.50 for the grant.
• The grant was made in accordance with the Company's Director Compensation Plan and the 2008 Stock Option and Incentive Plan.
• The RSUs are payable on a one-for-one basis exclusively in common stock upon vesting.
• Vesting occurs on the earlier of a change in control of the Company or the date of the Company's 2026 Annual Meeting of Stockholders, subject to Angela Tucci's continued service on the board until such date.
• Following this transaction, Angela Tucci beneficially owns 45,259 shares of common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive as it reflects routine and expected director compensation, aligning management interests with shareholders. It is not a major market-moving event but indicates stable corporate governance.

Positives

• The grant of restricted stock units aligns the interests of Director Angela Tucci with those of shareholders, as her compensation is tied to the company's stock performance.
• Equity compensation is a standard practice for attracting and retaining experienced board members, indicating sound corporate governance practices.

Risks

• The vesting of the restricted stock units is contingent upon Angela Tucci's continued service on the board of directors until the vesting date, meaning forfeiture could occur if her service ceases prematurely.

Future Outlook

The restricted stock units are expected to vest and be paid out in common stock on the earlier of a change in control of the Company or the date of the Company's 2026 Annual Meeting of Stockholders, provided the director continues her service.

Management Comments

• The restricted stock units were issued to the Reporting Person by Progress Software Corporation as the fiscal year 2025 equity retainer for services as a director of the Company during such period, in accordance with the Company's Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan.

Industry Context

This transaction represents a routine equity grant to a director, a common practice across publicly traded companies to compensate board members and align their interests with long-term shareholder value. It reflects standard corporate governance and compensation strategies within the software industry.

Comparison to Industry Standards

• The practice of compensating directors with restricted stock units (RSUs) is a standard corporate governance practice among publicly traded companies, including those in the software industry, as it aligns the interests of directors with those of shareholders by tying a portion of their compensation to the company's stock performance.
• While specific comparable companies and their director compensation structures are not detailed in this filing, this type of equity grant is a widely accepted method for attracting and retaining qualified board members in competitive markets.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with shareholders, potentially leading to better long-term decision-making. There will be a minor dilutive effect upon vesting as new shares are issued.
• Employees: No direct impact mentioned for general employees.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• The restricted stock units will vest and convert into common stock on the earlier of a change in control of Progress Software Corporation or the Company's 2026 Annual Meeting of Stockholders, subject to continued board service.

Key Dates

Keywords

Progress Software, PRGS, Angela Tucci, Form 4, SEC filing, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction