PROGRESS SOFTWARE CORP (PRGS)
Sector: Information Technology
2026 Annual Meeting Analysis
PROGRESS SOFTWARE CORP · Meeting: May 7, 2026
Directors FOR
0
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Nine Directors to Serve Until the 2027 Annual Meeting
Against Analysis
Mr. Egan has served as Board Chair since 2012 and bears significant accountability for oversight during a period when the stock fell 52.5% over three years while the technology benchmark XLK gained 92.6%, a gap of 145 percentage points that far exceeds the 30-point trigger threshold; the 5-year record (-35.3% vs XLK) provides no mitigating recovery.
Mr. Dacier has served since June 2017 and his tenure fully covers the three-year underperformance window; the stock lost 52.5% while XLK gained 92.6%, a 145-point gap that is far beyond the policy trigger, and the 5-year record shows no recovery sufficient to mitigate the vote.
Dr. Gawlick has served since June 2017, giving him full overlap with the three-year period in which the stock declined 52.5% against a 92.6% gain for XLK; the 145-point underperformance gap is far beyond the policy threshold and the 5-year track record does not rescue the vote.
Mr. Gupta has served as CEO and director since October 2016 and is directly accountable for the company's strategic direction during a period in which the stock fell 52.5% over three years while the technology benchmark XLK rose 92.6%; per policy, executive directors are subject to the same TSR trigger as all other directors, and the 5-year record (-35.3% vs XLK) provides no mitigation.
Mr. Kane has served since November 2006 and as Audit Committee Chair bears significant governance accountability; the 145-point underperformance gap versus XLK over three years far exceeds the policy trigger, and the 5-year return of -35.3% against a strongly positive XLK confirms the underperformance is not a recent blip.
Ms. King has served since February 2018, giving her full overlap with the three-year underperformance period; the stock's 52.5% decline against a 92.6% gain for XLK represents a 145-point gap, well beyond the 30-point threshold, and the 5-year data does not provide a mitigating recovery.
Mr. Krall has served since February 2008 and chairs the Compensation Committee; his long tenure fully covers the period in which the stock lost 52.5% while XLK gained 92.6%, and the 5-year return of -35.3% confirms sustained rather than transient underperformance.
Ms. Tucci has served since February 2018, fully overlapping the three-year window; shareholders lost 52.5% of their investment while the technology benchmark XLK returned 92.6%, a gap of 145 points that far exceeds the policy threshold, and the 5-year picture offers no recovery.
Ms. Vitale has served since October 2019 and her full tenure overlaps the three-year underperformance period; the stock declined 52.5% while XLK gained 92.6%, and the 5-year return of -35.3% confirms the underperformance is sustained rather than a short-term dip that shareholders have recovered from.
For Analysis
All nine director nominees receive an AGAINST recommendation. The company's stock declined 52.5% over the past three years while the technology benchmark XLK — as specified in the company's own proxy — gained 92.6%, producing a gap of 145 percentage points that far exceeds the 30-point trigger threshold applicable when absolute three-year returns are negative. Every nominee has served long enough to bear accountability for this performance, and the five-year record (-35.3% vs a strongly positive XLK) confirms this is sustained underperformance rather than a temporary trough.
Say on Pay
✗ AGAINSTCEO
Yogesh Gupta
Total Comp
$10,534,808
Prior Support
93%%
The CEO received total compensation of approximately $10.5 million for fiscal 2025, a year in which the company's stock had already fallen sharply — the three-year return is -52.5% compared to a +92.6% gain for the technology benchmark XLK, a gap of over 145 percentage points. While the company met its internal financial targets and the pay program has a reasonable structure (70% performance-based equity, caps on bonuses), the core purpose of variable pay is to align executive outcomes with shareholder outcomes, and shareholders have lost more than half their investment over three years while executives received above-benchmark incentive payouts. This disconnect between executive rewards and shareholder experience fails the pay-for-performance alignment test under the policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy discloses that Deloitte & Touche LLP, a Big 4 firm appropriate for a $1.2 billion public company, has been selected for fiscal year 2026; the auditor fee table was not included in the extracted filing text so the non-audit fee ratio trigger cannot be evaluated, but in the absence of confirmed data the policy defaults to FOR; no evidence of material restatements or other disqualifying factors was found in the filing.
Overall Assessment
The 2026 Progress Software annual meeting presents a troubled governance picture: every director nominee receives an AGAINST recommendation because the stock has lost 52.5% over three years while the company-specified technology benchmark XLK gained 92.6%, a gap that triggers the policy's TSR underperformance test by a wide margin with no five-year mitigant available. The Say on Pay vote also receives an AGAINST because the severe and sustained shareholder losses make above-benchmark executive incentive payouts inconsistent with the pay-for-performance alignment standard, even though the program's structural design is sound; the auditor ratification receives a FOR in the absence of disqualifying fee or tenure data.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing