PRGS DEF 14A Report ended Nov. 30, 2019

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•	Exceeded top end of revenue guidance on both a GAAP and non-GAAP basis for fiscal 2019;

•	Acquired Ipswitch, Inc. ("Ipswitch") and realized anticipated synergies ahead of schedule as well as a better-than-expected contribution to revenue;

•	230 bps operating margin expansion in fiscal 2019;

•	Key product releases in our core product lines, including OpenEdge, DCI, Sitefinity, MOVEit and WhatsUp Gold;

•	90%+ renewal rates in fiscal 2019 for OpenEdge, our flagship product;

•	Achieved record cash flows of nearly $130 million in cash from operations generated in fiscal 2019; and

•	Over $50 million of capital returned to stockholders in fiscal 2019, including more than $27 million in dividends.

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(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

(2)	Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

(3)

Represents, for 2019, fees billed for audit services in connection with the acquisition of Ipswitch and implementation review of our new financial systems platform, and for 2018, fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . In accordance with the policy on Audit Committee pre-approval, 100% of audit-related services provided by the independent registered public accounting firm are pre-approved.

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(3)	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2020; and

(4)	To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of the meeting.

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A:	The Board of Directors of Progress is soliciting your vote at the 2020 Annual Meeting of Stockholders.

A:	You will be voting on the following items of business:

1.	To elect nine directors to serve until the Annual Meeting of Stockholders to be held in 2021;

2.	To hold an advisory vote on the compensation of our named executive officers (say-on-pay vote);

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2020; and

4.	To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of that meeting.

A:

All stockholders as of the close of business on March 20, 2020, the record date, or their duly appointed proxies, may attend the meeting. If you plan to attend the meeting, please note that you will need to bring your proxy card or voting instruction card and valid picture identification, such as a driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the meeting and all mobile phones must be silenced during the meeting.

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A:

Only stockholders of record at the close of business on March 20, 2020, the record date for the meeting, are entitled to receive notice of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all shares that you held on that date at the meeting, or any postponements or adjournments of the meeting. There were 44,769,310 shares of our common stock outstanding on the record date.

A:	Each share of our common stock outstanding on the record date will be entitled to one vote on each matter considered at the meeting.

Q:	What is the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?

A:

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us by completing, signing, dating and returning a proxy card, or to vote in person at the Annual Meeting.

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A:

A quorum is the minimum number of our shares of common stock that must be represented at a duly called meeting in person or by proxy to legally conduct business at the meeting. For the Annual Meeting, the presence, in person or by proxy, of the holders of at least 22,384,656 shares, which is a simple majority of the 44,769,310 shares outstanding as of the record date, will be considered a quorum allowing votes to be taken and counted for the matters before the stockholders.

Q:	What is the difference between a routine matter and a non-routine matter?

A:

Brokers cannot vote on their customers’ behalf on “non-routine” proposals such as Proposal One, the election of directors, and Proposal Two, the advisory vote on the compensation of our named executive officers (say-on-pay vote). Because brokers require their customers’ direction to vote on such non-routine matters, it is critical that stockholders provide their brokers with voting instructions. Proposal Three, the ratification of the appointment of our independent registered public accounting firm, is a “routine” matter for which your broker does not need your voting instruction to vote your shares.

A:	If you are a stockholder of record, you have the option of submitting your proxy card by internet, phone or mail or attending the meeting and delivering the proxy card. The designated proxy will vote per your instructions. You may also attend the meeting and personally vote by ballot.

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•	elect the nine individuals nominated by our Board of Directors;

•	approve the advisory vote on the compensation of our named executive officers (say-on-pay vote); and

•	approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2020.

•	FOR Proposal One — elect the nine nominees to the Board of Directors.

•	FOR Proposal Two — approve the advisory vote on the compensation of our named executive officers (say-on-pay vote).

•	FOR Proposal Three— approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2020.

A:	You may revoke your vote at any time before the proxy is exercised by filing with our Secretary a written notice of revocation or by signing and duly delivering a proxy bearing a later date. At the meeting, you may revoke or change your vote by submitting a proxy to the inspector of elections or voting by ballot. Your attendance at the meeting will not by itself revoke your vote.

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A:

The nine nominees receiving the highest number of affirmative votes will be elected (also known as a “plurality” of the votes cast). You may vote either FOR the nominee or WITHHOLD your vote from the nominee. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote shares held by the firms in street name for the election of directors absent instructions from beneficial owners. As a result, any uninstructed shares will be treated as broker-non votes. Broker non-votes will have no effect on the results of this vote.

Q:	How many votes are required to adopt the other proposals (Proposals Two and Three)?

A:

The other proposals will be approved if these proposals receive the affirmative vote of a majority of the shares present or represented and entitled to vote on these proposals. Abstentions will have the same effect as a vote "against" each of Proposals Two and Three. Brokerage firms do not have authority to vote shares held by the firms in street name on Proposal Two (Advisory Vote on Compensation of our Named Executive Officers) absent instructions from beneficial owners. As a result, any uninstructed shares will be treated as a broker non-vote. Those broker non-votes will have no effect on the results of the vote with respect to this Proposal.

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A:	We will pay the cost of preparing, mailing and soliciting proxies, including preparation, assembly, printing and mailing of this proxy statement and any additional information furnished to stockholders. We may reimburse banks, brokerage houses, fiduciaries and custodians for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners.

A:

In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address and have not given contrary instructions received only one copy of the proxy materials. This practice is designed to reduce duplicate mailings and save printing and postage costs. If you would like to have a separate copy of our annual report and/or proxy statement mailed to you or to receive separate copies of future mailings, please contact Broadridge Financial Solutions, Inc. by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by phone at (866) 540-7095. Such additional copies will be delivered promptly upon receipt of such request.

A:	Broadridge Financial Solutions, Inc. will tabulate the voting results. We will announce the voting results at the Annual Meeting and we will publish the results by filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting.

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•	8 of 9 nominees are independent – If the director nominees are elected at the Annual Meeting, the Board will continue to be composed of one employee director (Mr. Gupta, our CEO) and eight non-employee directors (Messrs. Egan, Dacier, Kane and Krall, Dr. Gawlick and Mses. King, Tucci and Vitale).

•	Regular executive sessions of independent directors – Our independent directors meet in executive session without the Chief Executive Officer at every regularly scheduled Board meeting to discuss, among other matters, the performance of the Chief Executive Officer.

•	Committees are independent – Each of the Board’s committees is strictly comprised of independent directors.

•	Independent compensation consultant – The compensation consultant retained by the Compensation Committee is independent of the Company and management.

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•	calling meetings of the Board and independent directors;

•	setting the agenda for Board meetings in consultation with the CEO and our Secretary;

•	chairing executive sessions of the independent directors;

•	engaging with stockholders;

•	acting as an advisor to Mr. Gupta on strategic aspects of the CEO role with regular consultations on major developments and decisions likely to interest the Board; and

•	performing other duties specified in the Corporate Governance Guidelines or assigned by the Board.

•	Each of our directors stands for election every year. We do not have a classified or staggered board.

•	We have adopted a majority voting policy for directors, as described below under “ Our Majority Voting Policy .”

•	Holders of 40% of outstanding shares can call a special meeting (lowered from 80% in March 2019).

•	We have no stockholders rights plan (“poison pill”) in place.

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•	We hold say-on-pay votes annually.

•	We have robust stock ownership requirements for our directors and officers.

•	Hedging and pledging of stock by our directors and officers is prohibited.

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Community Engagement – We engage in the global community and encourage our employees to do so as well. In early 2019, we worked to identify areas of philanthropic focus that align closely with who we are and what we do, such as support of education in science, technology, engineering and math (STEM), in order to maximize the impact of our charitable giving. In fiscal 2019, Progress donated over $150,000 globally to many worthy charities. We also formed the Progress Software Mary Székely Scholarship for Women in STEM to support the education of women pursuing fields such as computer science and software engineering.

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Inclusion and Diversity – Progress is an inclusive workplace where opportunities to succeed are available to everyone. As a multicultural company serving a global community, we encourage a wide range of views and celebrate our diverse backgrounds. Our unique combination of perspectives inspires innovation, connects us to our customers and positively affects our communities. We seek employees with diverse backgrounds and viewpoints and are committed to creating a culture of innovation and inspiration where employees feel a strong sense of community and collective pride in our success.

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Employee Development – Another way we advance our commitment to Corporate Social Responsibility is in our commitment to our employees, who are key to our success.  As noted above, we are investing in programs to ensure that we maintain a diverse and inclusive environment.  Furthermore, we invest significant resources to develop our in-house talent and deepen our employees’ skill sets, both to strengthen our company and help further our employees' career goals.  We focus our efforts on recognizing employees, empowering professional growth and development, and investing in health, emotional and financial wellness.  We provide compensation, benefits, and resources to employees that reflect our commitment to being a great place to work. In early 2020 we were recognized for this commitment at our Sofia, Bulgaria office, which was the proud recipient of several Employer Branding Awards, including Employer of the Year .

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Environmental Sustainability – Progress works to implement sustainable practices that minimize harm and maximize benefit to the environment, to develop a comprehensive approach to environmental sustainability and to implement strategies and methods that improve the quality of human life. During 2019, we sought to establish a baseline against which future year absolute greenhouse gas emissions will be compared, with an aim to reduce our carbon footprint related to our facilities, vehicle fleet, business travel and data centers.

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•	at least five years of business experience;

•	no identified conflicts of interest as a prospective director of our company;

•	no convictions in a criminal proceeding (aside from traffic violations) during the five years prior to the date of selection; and

•	willingness to comply with our Code of Conduct and Business Ethics.

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•	direct experience in the software industry or in the markets in which we operate;

•	an understanding of, and experience in, accounting, legal, finance, product, sales and/or marketing matters;

•	experience on other public or private company boards;

•	leadership experience with public companies or other major organizations;

•	M&A experience; and

•	diversity of the Board, considering the business and professional experience, educational background, reputation, and industry expertise across various market segments and technologies relevant to our business, as well as other relevant attributes of the candidates.

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•	the name and address of record of the stockholder;

•	a representation that the stockholder is a record holder of our common stock, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•	the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

•	a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications described above;

•	a description of all arrangements or understandings between the stockholder and the proposed director candidate; and

•	any other information regarding the proposed director candidate that is required to be included in a proxy statement filed under SEC rules.

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•	Audit Committee - $25,000 for the Chair and $20,000 for the other members;

•	Compensation Committee - $25,000 for the Chair and $15,000 for the other members;

•	Nominating and Corporate Governance Committee - $12,500 for the Chair and $10,000 for the other members; and

•	Mergers and Acquisitions Committee - $12,500 for the Chair and $10,000 for the other members.

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(1)	Ms. Vitale joined our Board of Directors in October 2019. Fees earned during fiscal 2019 were paid to Ms. Vitale in March 2020.

(2)	The number of outstanding unvested DSUs held by each director as of November 30, 2019 is shown in the table below. No director held stock options.

(3)	Represents the fair value of the awards, less the present value of expected dividends, measured at the grant date. The number of units granted to each Director was determined by dividing the grant date value of the award, $200,000, by $41.22, the closing price of our common stock on July 1, 2019.

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(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

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(2)	Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

(3)

Represents, for 2019, fees billed for audit services in connection with the acquisition of Ipswitch, Inc. ("Ipswitch") and implementation review of our new financial systems platform, and for 2018, fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . In accordance with the policy on Audit Committee pre-approval, 100% of audit-related services provided by the independent registered public accounting firm are pre-approved.

•	Request for approval of services at a meeting of the Audit Committee; or

•	Request for approval of services by the Chairman of the Audit Committee and then the approval by the full committee at the next meeting of the Audit Committee.

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•	Yogesh Gupta, our President and Chief Executive Officer;

•	Paul Jalbert, our former Chief Financial Officer, who served during the entirety of fiscal 2019;

•	John Ainsworth, our Senior Vice President, Core Products;

•	Loren Jarrett, our Senior Vice President and General Manager, Developer Tools Business and former Chief Marketing Officer;

•	Gary Quinn, our Senior Vice President, Core Field Organization; and

•	Dmitri Tcherevik, our former Chief Technology Officer.

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•	Exceeded top end of revenue guidance on both a GAAP and non-GAAP basis for fiscal 2019;

•	Acquired Ipswitch and realized anticipated synergies ahead of schedule as well as a better-than-expected contribution to revenue;

•	230 bps operating margin expansion in fiscal 2019;

•	Key product releases in our core product lines, including OpenEdge, DCI, Sitefinity, MOVEit and WhatsUp Gold;

•	90%+ renewal rates in fiscal 2019 for OpenEdge, our flagship product;

•	Achieved record cash flows of nearly $130 million in cash from operations generated in fiscal 2019; and

•	Over $50 million of capital returned to stockholders in fiscal 2019, including more than $27 million in dividends.

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(1)

Total Target Compensation is defined as the sum of (a) annual base salary, (b) target bonus, (c) the value of stock options awarded, equal to the number of options granted multiplied by the Black-Scholes value of our stock on the grant date (d) the value of restricted stock units ("RSUs") awarded, equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date and (e) the value of PSUs awarded under our LTIP, equal to the number of PSUs granted multiplied by the closing price of our stock on the grant date.

(2)

Total Realizable Compensation is defined as the sum of (a) annual base salary, (b) actual corporate bonus plan award paid, (c) the “in-the-money” value of stock options as of November 29, 2019 (the last trading day of our fiscal year 2019), (d) the value of RSUs awarded, equal to the number of RSUs granted multiplied by the closing price of our stock on November 29, 2019, which was $42.01 and (e) the value of PSUs awarded, determined by measuring the performance thus far in the performance period and determining the resulting level of assumed payout as of the most recent fiscal year end. With respect to the 2017 LTIP PSUs, the amounts in this column reflect that 77% of the target amount of 2017 PSUs awarded were earned, based on Progress's total shareholder return over the three-year performance period ending November 30, 2019. With respect to each of the 2018 and 2019 LTIP PSUs, we have assumed achievement of both the total shareholder return and the operating income metrics based on company performance thus far in the performance period and determined the resulting level of payout as of November 29, 2019. As a result of our financial performance in fiscal years 2017, 2018 and 2019, Mr. Gupta earned 115%, 62% and 105% of his annual bonus, respectively.

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•	Adopting a long-term incentive compensation plan tied to three-year relative TSR and three-year cumulative non-GAAP operating income (which is subject to a 35% annual operating margin threshold), which metrics are different from those used under our Corporate Bonus Plan;

•	Eliminating performance-based equity tied to one-year performance periods;

•	Revising the allocation of long-term equity grants to 50% performance share units, 30% restricted stock units and 20% stock options;

•	Reducing the cap on the maximum payout that can occur under our Corporate Bonus Plan to 150% of target (from 200%);

•	Adding the requirement under our Corporate Bonus Plan that executive officers will not be eligible for any portion of their target bonus at achievement levels below our public guidance; and

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•	Adopting a "clawback" policy and an anti-hedging policy.

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(1)	Mr. Gupta became our Chief Executive Officer in October 2016.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Gupta earned 62% of his fiscal 2018 target bonus.

(3)	RSUs vest in equal installments every six months over three years beginning on October 1, 2018.

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(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Jalbert earned 62% of his fiscal 2018 target bonus.

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(1)	Mr. Ainsworth became our Senior Vice President, Core Products in January 2017.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Ainsworth earned 62% of his fiscal 2018 target bonus.

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(1)	Ms. Jarrett joined Progress as our Chief Marketing Officer in January 2017. She became SVP, General Manager of our Developer Tools business in June 2019. Ms. Jarrett's compensation did not change in connection with her role change.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Ms. Jarrett earned 62% of her fiscal 2018 target bonus.

(3)	RSUs vest in equal installments every six months over three years beginning on October 1, 2018.

(6)	Total Target Annual Compensation amount shown for 2018 does not include the $200,000 special, one-time RSU grant awarded to Ms. Jarrett in October 2018, one-third of which vested on October 1, 2019, and the remainder of which vests in four equal semiannual installments beginning April 1, 2020.

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(1)	Mr. Quinn became our Senior Vice President, Core Field Organization in August 2017.

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(1)	Mr. Tcherevik became our Chief Technology Officer in April 2017. In October 2019, Mr. Tcherevik's employment with the Company terminated. In connection with his termination, Mr. Tcherevik will receive the severance benefits described in the section of this proxy statement entitled, " Severance and Change in Control Agreements ."

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Tcherevik earned 62% of his fiscal 2018 target bonus.

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(1)	Target and actual achievement figures shown in the table above are based on budgeted exchange rates. For purposes of computing Non-GAAP Operating Income, bonus expense is added back to the Threshold, Target, Maximum, and Actual achievement amounts.

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(1)

Reflects the portion of Mr. Quinn’s target bonus (two-thirds) that is tied to the Corporate Bonus Plan. The remaining portion (one-third) of Mr. Quinn's target bonus is tied to financial objectives within the products for which Mr. Quinn is the sales leader. For fiscal 2019, Mr. Quinn earned 105% of the portion of his fiscal 2019 target bonus that was tied to the Corporate Bonus Plan and 105% of the portion of his bonus that was tied to the financial objectives within the products for which Mr. Quinn is the sales leader.

(2)	Mr. Tcherevik's employment with the Company terminated on October 7, 2019. He earned 105% of his fiscal 2019 target bonus prorated to reflect his termination date.

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(1)

Target LTIPs were determined by dividing the Target LTIP Value by the closing price of our stock on the date of grant, which (i) in the case of Mr. Ainsworth and Ms. Jarrett, was $29.25 on February 17, 2017, (ii) in the case of Mr. Gupta, was $28.98 on February 23, 2017, (iii) in the case of Mr. Jalbert, was $29.05 on March 31, 2017, (iv) in the case of Mr. Tcherevik, was $30.89 on June 30, 2017 and (v) in the case of Mr. Quinn, was $38.17 on September 29, 2017.

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•	A detailed planning process with executive or Compensation Committee oversight exists for all compensation programs.

•	The proportion of an employee’s performance-based pay increases as the responsibility and potential impact of the employee’s position increases, which structure is in line with market practices.

•	Compensation consists of both fixed and variable components. The fixed portion (i.e., base salary) and variable portion (i.e., performance-based bonus and equity awards) provide a mix of compensation intended to produce corporate performance without encouraging excessive risks.

•	We set performance goals that we believe are aggressive and consistent with building long-term stockholder value.

•	We generally use consistent corporate performance metrics from year-to-year rather than changing the metric to take advantage of changing market conditions.

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•	Our short-term incentive plans are capped as to the maximum potential payout, which we believe mitigates excessive risk taking by limiting bonus payments even if we dramatically exceed the performance targets.

•	We modify the short-term incentive plans to reflect acquisitions consistent with our internal acquisition model and publicly-announced expectations.

•	The time-based vesting for RSUs and stock options ensures that our executives’ interests align with those of our stockholders for the long-term performance of our company.

•	Assuming achievement of at least a minimum level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach.

•	Our long-term performance-based equity awards are based on multi-year criteria that align with our stockholders interests that we grow our company in a disciplined manner.

•	In accordance with our written stock option grant policy, all equity grants must occur at a meeting of the Compensation Committee and management has no authority to issue equity.

•	The Compensation Committee retains and does not delegate any of its power to determine matters of executive compensation.

•	We maintain a system of controls and procedures designed to ensure that amounts are earned and paid in accordance with our plans and programs.

•	We do not allow our executives and directors to hedge their exposure to ownership of, or interest in, our stock. We also do not allow them to engage in speculative transactions with respect to our stock.

(a)	Mr. Gupta;

(b)	Mr. Jalbert; and

(c)	Mr. Ainsworth, Ms. Jarrett, Mr. Quinn and Mr. Tcherevik, our four other named executive officers.

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(1)

These amounts do not reflect the actual economic value realized by the named executive officer. In accordance with FASB ASC Topic 718, we estimate the fair value of each stock-based award on the measurement date, less the present value of expected dividends, using either the current market price of the stock or the Monte Carlo Simulation valuation model, assuming the probable outcome of related performance conditions at target levels. See the description of our 2 019 Annual Equity Program described in “ Compensation Discussion and Analysis ” in this proxy statement and Note 11 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2019 (the "Annual Report"). The value at grant date of the LTIP PSUs included in the amounts shown in this column, assuming the highest level of performance conditions achieved (payout at 200% of target) are $3,879,176, $4,137,220, and $2,484,480 for Mr. Gupta for fiscal 2019, 2018 and 2017 respectively; $1,413,506, $1,507,504 and $726,336 for Mr. Jalbert for fiscal 2019, 2018 and 2017, respectively; $743,958, $793,454 and $1,209,916 for Mr. Quinn for fiscal 2019, 2018 and 2017, respectively; $850,258, $793,454 and $986,436 for Mr. Tcherevik for fiscal 2019, 2018 and 2017, respectively, and $743,958, $793,454 and $723,336, for each of Mr. Ainsworth and Ms. Jarrett for fiscal 2019, 2018 and 2017, respectively.

(2)

Represents the grant date fair value of options on the date of grant. The grant date fair value of our options is equal to the number of shares subject to the option multiplied by the fair value of our options on the date of grant determined using the Black-Scholes option valuation model. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 11 of the consolidated financial statements contained in our Annual Report.

(3)	The amounts listed reflect the amounts earned under our Corporate Bonus Plan as described in “ Compensation Discussion and Analysis ” in this proxy statement. For all individuals, bonus payments were accrued and earned in the year indicated and paid in the succeeding fiscal year.

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(4)	Amounts listed in this column for 2019 include:

(5)

Mr. Jalbert became our Chief Financial Officer on March 24, 2017. He retired from his position as Chief Financial Officer on January 31, 2020 and his employment with the Company will terminate on April 2, 2020. In connection with his retirement, Mr. Jalbert will receive the retirement benefits described under the section of this proxy statement entitled " Severance and Change in Control Agreements ."

(6)	Mr. Ainsworth became SVP, Core Products on January 16, 2017. The amounts shown for Mr. Ainsworth in 2017 are base salary and non-equity incentive plan compensation for the period of January 16, 2017 until November 30, 2017. Also, the amount listed in the “Bonus” column is a one-time signing bonus paid to Mr. Ainsworth upon joining our company.

(7)

Ms. Jarrett became Chief Marketing Officer on January 16, 2017. The amounts shown for Ms. Jarrett in 2017 are base salary and non-equity incentive plan compensation for the period of January 16, 2017 until November 30, 2017. Also, the amount listed in the “Bonus” column is a one-time signing bonus paid to Ms. Jarrett upon joining our company. Ms. Jarrett became General Manager of our Developer Tools business in June 2019; this change in position did not result in any changes to her compensation terms.

(8)	Mr. Quinn became SVP, Core Field Organization on August 14, 2017. The amounts shown for Mr. Quinn in 2017 are base salary and non-equity incentive plan compensation for the period of August 14, 2017 until November 30, 2017.

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(4)	Represents RSUs that vest, so long as the executive continues to be employed with us, in six equal installments over three years beginning approximately nine months after date of issuance.

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(5)	Represents stock options that vest, so long as the executive continues to be employed with us, in eight equal installments over four years beginning approximately nine months after date of issuance.

(6)

In the case of RSUs and LTIP PSUs, represents the fair value of the awards, less the present value of expected dividends, measured at the grant date. In the case of stock options, the grant date fair value is equal to the number of shares subject to the option multiplied by the fair value of our options on the date of grant determined using the Black-Scholes option valuation model. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 11 of the consolidated financial statements contained in our Annual Report. The closing price of our stock on January 22, 2019 was $34.73.

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(1)	The unvested awards shown in this column are RSUs subject to service-based vesting, unless otherwise noted.

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•	the payment of cash severance equal to 18 months of total target cash compensation as of the date of termination, which will be paid over 18 months;

•	the payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year;

•	the continuation, for a period of 18 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination; and

•	18 months of acceleration of unvested stock options and RSUs (but not unvested performance equity).

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•	the payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year; and

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12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity, which will vest in accordance with its terms), unless the acquirer assumes all such options and restricted equity. If such outstanding stock options and shares of restricted equity held by Mr. Gupta are continued by us or assumed by our successor entity, then vesting will continue in its usual course.

•	a lump sum payment of cash severance equal to 24 months of total target cash compensation as of the date of termination;

•	the continuation, for a period of 24 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination; and

•	accelerated vesting of all unvested stock options and RSUs (but not unvested performance equity, which will vest in accordance with its terms).

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•	the payment of cash severance equal to 12 months of total target cash compensation as of the date of termination, which will be paid over 12 months;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination;

•	12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity); and

•	one-fourth acceleration of Mr. Jalbert’s special RSU award, if the termination occurs prior to March 24, 2018 and one-half acceleration of Mr. Jalbert’s special RSU award, if the termination occurs after March 24, 2018 but prior to March 24, 2019.

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•	the payment of cash severance equal to 12 months of total target cash compensation as of the date of termination, which will be paid over 12 months;

•	the payment of his or her annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination; and

•	12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity).

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(1)

The amounts shown in the first column, with respect to stock options and RSUs, represent the value of certain unvested options and RSUs becoming fully vested and are calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 29, 2019 (the last trading day of our fiscal 2019), which was $42.01. In the event of an Involuntary Termination, all unvested performance share units awarded to an individual under our Long-Term Incentive Plan are cancelled.

(2)

In the event of a change in control, there is no accelerated vesting of options or RSUs provided that the acquirer assumes all outstanding stock options and RSUs of the individual. These tables have been prepared under that assumption. However, if the acquirer does not assume all outstanding stock options and RSUs of the individual, (i) in the case of Mr. Gupta, there is limited (12 month) accelerated vesting of stock options and RSUs in the event of a change of control, which values, based on the closing price of our common stock on November 29, 2019, are $669,727 and $991,394, respectively, (ii) in the case of Messrs. Ainsworth and Quinn and Ms. Jarrett, there is limited (12 month) accelerated vesting of stock options and RSUs, and the values of stock options and RSUs indicated in the first column would apply upon a change of control and (iii) in the case of Mr. Jalbert, all unvested stock options and RSUs become fully vested and the values of stock options and RSUs indicated in the third column would apply upon a change in control. The amounts referenced in the foregoing sentence have been calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 29, 2019, which was $42.01.

(4)	Represents the estimated value of continuing benefits (medical, dental, and vision) for:

•	18 months in the case of an involuntary termination of Mr. Gupta’s employment, 24 months in the case of an involuntary termination in connection with a change in control;

•	12 months in the case of an involuntary termination of employment of Messrs. Jalbert, Ainsworth, Quinn and Tcherevik and Ms. Jarrett, other than in connection with a change in control; and

•	15 months, in the case of an involuntary termination in connection with a change in control with respect to Messrs. Jalbert, Ainsworth and Quinn and Ms. Jarrett.

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•	by each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock;

•	by each of our directors and nominees for the Board of Directors;

•	by each of our named executive officers; and

•	by all of our directors and executive officers as a group.

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(1)

All persons named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws where applicable and subject to the other information contained in the footnotes to this table. Unless otherwise noted, the address of such person is c/o Progress Software Corporation, 14 Oak Park Drive, Bedford, Massachusetts 01730.

(2)

Derived from Schedule 13G/A filed on February 4, 2020. The Schedule 13G/A reported that BlackRock, Inc., a parent holding company through certain of its subsidiaries, beneficially owned 6,915,595 shares of our common stock, with sole voting power over 6,821,189 shares, and sole dispositive power over 6,915,595 shares. The Schedule 13G/A indicates that more than 5% of our outstanding common stock is being held by the reporting person on behalf of iShares Core S&P Small-Cap ETF.

(3)

Derived from Schedule 13G/A filed on February 12, 2020. The Schedule 13G/A reported that The Vanguard Group, an investment adviser, beneficially owned 4,835,162 shares of our common stock, with sole voting power over 93,468 shares, shared voting power over 7,176 shares, sole dispositive power over 4,740,084 shares and shared dispositive power over 95,078 shares. As reported on the Schedule 13G/A, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 87,902 shares of our outstanding common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 12,742 shares of our outstanding common stock as a result of its serving as investment manager of Australian investment offerings.

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(4)	Includes 22,063 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2020; 6,999 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2020 and 5,635 restricted stock units that will vest within 60 days of March 20, 2020.

(5)	Includes 16,416 fully vested deferred stock units and 5,177 deferred stock units that will vest within 60 days of March 20, 2020.

(6)	Includes 19,273 fully vested deferred stock units and 4,853 deferred stock units that will vest within 60 days of March 20, 2020.

(7)	Includes 16,416 fully vested deferred stock units and 5,177 deferred stock units that will vest within 60 days of March 20, 2020.

(8)	Includes 131,970 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2020; 39,880 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2020 and 11,142 restricted stock units that will vest within 60 days of March 20, 2020.

(9)	Includes 9,456 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2020; 24,258 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2020 and 42,600 restricted stock units that will vest within 60 days of March 20, 2020.

(11)	Includes 31,521 fully vested deferred stock units and 4,853 deferred stock units that will vest with 60 days of March 20, 2020.

(12)	Includes 8,234 fully vested deferred stock units and 5,121 deferred stock units that will vest within 60 days of March 20, 2020.

(14)	Includes 21,447 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2020; 7,579 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2020 and 4,038 restricted stock units that will vest within 60 days of March 20, 2020.

(15)	Represents shares beneficially owned as of October 7, 2019. Mr. Tcherevik's employment with the Company terminated on October 7, 2019.

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(1)	Consists of the 1992 Incentive and Nonqualified Stock Option Plan, 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, 2008 Stock Option and Incentive Plan, and 1991 Employee Stock Purchase Plan (ESPP).

(2)	Includes 829,000 restricted stock units under our 2008 Plan.  Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

(3)	Includes 401,000 shares available for future issuance under the ESPP.

(4)	Consists of the 2002 Nonqualified Stock Plan and the 2004 Inducement Plan described below.

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