DEF 14A of Progress Software Corp /Ma, Mar 27, 2020

DEF 14A of Progress Software Corp /Ma

Filed Mar 27, 2020 · FY20190000876167-20-000054

Open on EDGAR

  1. Director Nominees

    Director Nominees In Proposal One, we are asking you to vote “FOR” each of the director nominees listed below.

  2. Director Nominees

    | Nominee | Age | Director Since | Independent | Other Public Boards | Committee Membership | | | | | | | | | | AC | CC | NC | M&A | | John R. Egan, Chairman of the Board Managing Partner, Carruth Management, LLC | 62 | 2011 | Yes | 2 | | | | | | Paul T. Dacier General Counsel, Indigo Agriculture, Inc. | 62 | 2017 | Yes | 1 | | | | | | Rainer Gawlick Advisor, think-cell | 52 | 2017 | Yes | 1 | | | | | | Yogesh Gupta President and CEO, Progress Software Corporation | 59 | 2016 | No | — | | | | | | Charles F. Kane Adjunct Professor of International Finance, MIT Sloan Graduate Business School of Management | 62 | 2006 | Yes | 1 | | | | | | | | | | | | | | | | Samskriti Y. King CEO, Veracode, Inc. | 46 | 2018 | Yes | — | | | | | | David A. Krall Strategic Advisor, Roku, Inc. | 59 | 2008 | Yes | 1 | | | | | | Angela T. Tucci Chief Operating Officer, Uplight, Inc. | 53 | 2018 | Yes | — | | | | | | Vivian Vitale Principal, Vivian Vitale Consulting, LLC | 66 | 2019 | Yes | 1 | | | | |

  3. Director Nominees

    | AC: Audit Committee | | Chair | | Financial Expert | | Member | | CC: Compensation Committee | | | | | | | | NC: Nominating and Corporate Governance Committee | | | | | | | | M&A: Mergers and Acquisitions Committee | | | | | | |

  4. Director Nominees

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  5. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS

  6. NOMINEES FOR DIRECTORS

    NOMINEES FOR DIRECTORS

  7. NOMINEES FOR DIRECTORS

    | | John R. Egan CHAIRMAN OF THE BOARD - Director since September 2011 - Chairman of the Board since December 2012 - Age: 62 - Independent - Current Board Committees: Nominating and Corporate Governance | | | | | | | | | | | | | | | | | | Leadership | Finance and Accounting | Technology/Software Industry | Go-to-Market/Sales | Strategy | Public Company Board Service and Governance | M&A | | | | | | | | | | | | Biography Mr. Egan is managing partner of Carruth Management, LLC, a Boston-based venture capital fund he founded in October 1998 that specializes in technology and early stage investments. From October 1986 until September 1998, Mr. Egan served in several executive positions with EMC Corporation, a publicly-held global leader in information technology, including Executive Vice President, Products and Offerings, Executive Vice President, Sales and Marketing, Executive Vice President, Operations and Executive Vice President, International Sales. Other Current Public Company Boards • Verint Systems, Inc. (Nasdaq: VRNT), a provider of systems to the internet security market • NetScout Systems, Inc. (Nasdaq: NTCT), a network performance management company, where he serves as Lead Director Other Current Boards • Lucidity Lights, Inc. • OwnerIQ, Inc. • Trilio Data, Inc. Prior Public Company Boards in Last 5 Years • EMC Corporation • VMware, Inc. | | | | | | |

  8. NOMINEES FOR DIRECTORS

    | | Paul T. Dacier - Director since June 2017 - Age: 62 - Independent - Current Board Committees: Nominating and Corporate Governance (Chair) | | | | | | | | | | | | | | | | Leadership | Finance and Accounting | Technology/Software Industry | Strategy | Public Company Board Service and Governance | M&A | | | | | | | | | | | Biography Mr. Dacier is currently the General Counsel of Indigo Agriculture, Inc., a Boston-based agricultural technology start-up company that specializes in products designed to maximize crop health and productivity, which he joined in March 2017. Previously, Mr. Dacier was the Chief Legal Officer of EMC Corporation from 1990 until September 2016, when EMC was acquired by Dell Technologies. Mr. Dacier was responsible for the worldwide legal affairs of EMC and its subsidiaries and oversaw the company's internal audit, real estate and facilities organizations, sustainability and government affairs departments. Other Current Public Company Boards • AerCap Holdings NV (NYSE: AER), the world's largest independent commercial aircraft leasing company Other Current Boards • Massachusetts Judicial Nominating Commission • Dean's Advisory Board, Boston College Law School • Social Law Library • New England Legal Foundation Prior Public Company Boards in Last 5 Years • GTY Technology Holdings, Inc. | | | | | |

  9. NOMINEES FOR DIRECTORS

    | | Rainer Gawlick - Director since June 2017 - Age: 52 - Independent - Current Board Committees: Audit; Mergers and Acquisitions | | | | | | | | | | | | | | | | | | Leadership | Finance and Accounting | Technology/Software Industry | Go-to-Market/Sales | Strategy | Public Company Board Service and Governance | M&A | | | | | | | | | | | | Biography Dr. Gawlick has served as an advisor to think-cell, a software company, since February 2018. Previously, Dr. Gawlick served as President of Perfecto Mobile, Ltd., a leader in mobile testing, from July 2015 until September 2016, and as Executive Vice President of Global Sales at IntraLinks, Inc., a computer software company providing virtual data rooms and other content management services, from April 2012 until July 2015. From August 2008 to April 2012, Dr. Gawlick served as Chief Marketing Officer of Sophos Ltd., a computer security company providing endpoint, network and data protection software. From April 2005 to August 2008, Dr. Gawlick served as Vice President of Worldwide Marketing and Strategy at SolidWorks Corp., a CAD software company. He has also held a variety of executive positions in other technology businesses and was a consultant with McKinsey & Company. Dr. Gawlick holds a Ph.D. in Computer Science from the Massachusetts Institute of Technology. Other Current Public Company Boards • Proto Labs, Inc. (NYSE: PRLB), a leading online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production Other Current Boards • ChyronHego Corp. • CloudSense • Single Digits, Inc. • MassHire State Workforce Board Prior Public Company Boards in Last 5 Years None | | | | | | |

  10. NOMINEES FOR DIRECTORS

    | | Yogesh Gupta PRESIDENT AND CHIEF EXECUTIVE OFFICER - Director since October 2016 - Age: 59 | | | | | | | | | | | | | | | | | | Leadership | Finance and Accounting | Technology/Software Industry | Go-to-Market/Sales | Strategy | Product Development | M&A | | | | | | | | | | | | Biography Mr. Gupta became our President and Chief Executive Officer in October 2016. Prior to that time, Mr. Gupta served as an advisor to various venture capital and private equity firms from October 2015 until September 2016. Prior to that time, Mr. Gupta was President and Chief Executive Officer at Kaseya, Inc., a provider of IT management software solutions, from June 2013 until July 2015, at which time, Mr. Gupta became Chairman of the Board of Directors of Kaseya, a position he held until October 2015. From July 2012 until June 2013, Mr. Gupta served as an advisor to various venture capital and private equity firms in several mergers and acquisitions opportunities. Mr. Gupta was previously President and Chief Executive Officer of FatWire Software from July 2007 until February 2012, prior to the acquisition of FatWire Software by Oracle Corporation. Prior roles held by Mr. Gupta include Chief Technology Officer at CA, Inc., with whom Mr. Gupta held various senior positions. Other Current Public Company Boards None Other Current Boards • ServiceAide, Inc. • Board of Trustees, Beth Israel Lahey Health Prior Public Company Boards in Last 5 Years None | | | | | | |

  11. NOMINEES FOR DIRECTORS

    | | Charles F. Kane - Director since November 2006 - Age: 62 - Independent - Current Board Committees: Audit (Chair); Mergers and Acquisitions | | | | | | | | | | | | | | | | Leadership | Finance and Accounting | Technology/Software Industry | Strategy | Public Company Board Service and Governance | M&A | | | | | | | | | | | Biography Mr. Kane is currently an adjunct professor of International Finance at the MIT Sloan Graduate Business School of Management. Since November 2006, Mr. Kane has also been a Director and Strategic Advisor of One Laptop Per Child, a non-profit organization that provides computing and internet access for students in the developing world, for whom he served as President and Chief Operating Officer from 2008 until 2009. Mr. Kane served as Executive Vice President and Chief Administrative Officer of Global BPO Services Corp., a special purpose acquisition corporation, from July 2007 until March 2008, and as Chief Financial Officer of Global BPO from August 2007 until March 2008. Prior to joining Global BPO, he served as Chief Financial Officer of RSA Security Inc., a provider of e-security solutions, from May 2006 until RSA was acquired by EMC Corporation in October 2006. From July 2003 until May 2006, he served as Chief Financial Officer of Aspen Technology, Inc. (NYSE: AZPN), a publicly-traded provider of supply chain management software and professional services. Other Current Public Company Boards • RealPage Inc. (Nasdaq: RP), a provider of on-demand software solutions for the rental housing industry Other Current Boards • OwnerIQ, Inc. • Octo Telematics S.p.A. • Syncsort Incorporated Prior Public Company Boards in Last 5 Years • Carbonite, Inc. • Demandware, Inc. | | | | | |

  12. NOMINEES FOR DIRECTORS

    | | Samskriti (Sam) Y. King - Director since February 2018 - Age: 46 - Independent - Current Board Committees: Audit; Mergers and Acquisitions (Chair) | | | | | | | | | | | | | | | | | | Leadership | Finance and Accounting | Technology/Software Industry | Go-to-Market/Sales | Strategy | Product Development | M&A | | | | | | | | | | | | Biography Ms. King is currently Chief Executive Officer of Veracode, Inc., a leading provider of application security testing, a role she assumed in January 2019 following Veracode's acquisition by Thoma Bravo. Previously, from July 2017 to January 2019, Ms. King served as Senior Vice President and General Manager of Veracode. From August 2015 until July 2017, Ms. King was the Chief Strategy Officer of Veracode. Prior to that time, from April 2012 until July 2015, Ms. King was Executive Vice President, Product Strategy and Corporate Development GM, Mobile at Veracode. Ms. King joined Veracode in November 2006 and also served as Veracode's Senior Vice President, Product Marketing and Vice President, Service Delivery. Other Current Public Company Boards None Prior Public Company Boards in Last 5 Years None | | | | | | |

  13. NOMINEES FOR DIRECTORS

    | | David A. Krall - Director since February 2008 - Age: 59 - Independent - Current Board Committees: Compensation (Chair) | | | | | | | | | | | | | | Leadership | Technology/Software Industry | Strategy | Product Development | Public Company Board Service and Governance | | | | | | | | | | Biography Mr. Krall has served as a strategic advisor to Roku, Inc. (Nasdaq: ROKU), a leading manufacturer of media players for streaming entertainment, since January 2011. From February 2010 to December 2010, he served as President and Chief Operating Officer of Roku, where he was responsible for managing all functional areas of the company. Prior to that, Mr. Krall spent two years as President and Chief Executive Officer of QSecure, Inc., a privately-held developer of secure credit cards based on micro-electro-mechanical system technology. From 1995 to July 2007, he held a variety of positions of increasing responsibility and scope at Avid Technology, Inc. (Nasdaq: AVID), a publicly-traded leading provider of digital media creation tools for the media and entertainment industry. His tenure at Avid included serving seven years as the company's President and Chief Executive Officer. Other Current Public Company Boards • Harmonic Inc. (Nasdaq: HLIT), a leader in video delivery and cable access virtualization Other Current Boards • Universal Audio, Inc. • WeVideo, Inc. • Audinate Pty Ltd. • Rombauer Vineyards Prior Public Company Boards in Last 5 Years • Quantum Corp. | | | | |

  14. NOMINEES FOR DIRECTORS

    | | Angela T. Tucci - Director since February 2018 - Age: 53 - Independent - Current Board Committees: Compensation; Mergers and Acquisitions | | | | | | | | | | | | Leadership | Technology/Software Industry | Go-to-Market/Sales | Strategy | | | | | | | | | Biography Ms. Tucci is currently Chief Operating Officer of Uplight, Inc., a provider of end-to-end technology solutions dedicated to serving the energy ecosystem, a position she has held since January 2020. Since December 2019, she has also served as an advisor to TPG Celegene Aggregation GP, Inc. in connection with its investment in CollabNet/Version One. Previously, Ms. Tucci was Chief Executive Officer of Apto, Inc., from August 2017 to September 2019. Prior to that time, Ms. Tucci was General Manager, Agile Management Business Unit of CA, Inc. from September 2015 until July 2017. Prior to that, Ms. Tucci was Chief Revenue Officer, Office of the CEO of Rally Software Development Corp. from December 2014 until August 2015, when Rally was acquired by CA. Ms. Tucci joined Rally in December 2013 as Chief Marketing Officer. From January 2011 until August 2013, Ms. Tucci was Chief Strategy Officer of Symantec Corporation. Other Current Public Company Boards None Other Current Boards • Anita Borg Institute Prior Public Company Boards in Last 5 Years None | | | |

  15. NOMINEES FOR DIRECTORS

    | | Vivian Vitale - Director since October 2019 - Age: 66 - Independent - Current Board Committees: Compensation | | | | | | | | | | | | | | Leadership | Technology/Software Industry | Strategy | Public Company Board Service and Governance | M&A | | | | | | | | | | Biography Ms. Vitale owns and operates Vivian Vitale Consulting, LLC, a consulting practice assisting organizations in the development of human resources and people management practices, a role she has held since April 2018. From April 2012 until March 2018, she held multiple positions of increasing responsibility at Veracode, Inc., a provider of application security testing. Her tenure at Veracode included serving as Executive Vice President of Human Resources, continuing in her role through Veracode, Inc.’s acquisition by CA Technologies in March 2017. Prior to 2012, Ms. Vitale served as Senior Vice President at Care.com, Inc., an online provider of support services to families. Previously, Ms. Vitale has also held senior leadership roles at RSA Security, Unica Corporation and IBM. Ms. Vitale holds a bachelor’s degree in communications from the University of Connecticut and a master’s degree in corporate and political communication from Fairfield University. Other Current Public Company Boards • NetScout Systems, Inc. (Nasdaq: NTCT), a network performance management company Other Current Boards • Vera3 • Surprise HR Inc. Prior Public Company Boards in Last 5 Years None | | | | |

  16. THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

    THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

  17. Board of Directors

    Board of Directors

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  19. Director Compensation Plan—Fiscal 2019

    Director Compensation Plan—Fiscal 2019 We pay our non-employee directors a mix of cash and equity compensation. Employee directors receive no compensation for their service as directors. In accordance with the 2019 Director Compensation Plan adopted by the Board, for 2019, our non-employee directors were paid an annual retainer of $250,000. This annual retainer was paid $50,000 in cash and $200,000 in equity, in the form of deferred stock units (“DSUs”). The independent Chairman of the Board was paid an additional cash retainer of $50,000. The cash portions of the annual retainers were paid in June 2019. Prior to adopting the 2019 Director Compensation Plan, the Compensation Committee received market data from its independent compensation consultant and considered whether any changes in director compensation were required. Based on the market data, the Compensation Committee recommended to the Board no changes to director compensation and the Board adopted this recommendation. The number of DSUs granted was determined by dividing the equity retainer by the grant date closing price of our common stock as reported by Nasdaq. The DSUs vest in a single installment on the date of the Annual Meeting, subject to continued service on our Board of Directors. DSUs do not convert to shares of common stock until a director terminates service on the Board of Directors or upon a change in control, whichever occurs first. With respect to service on the committees of our Board of Directors, the following fees were paid:

  20. Director Compensation Plan—Fiscal 2019

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

  21. Director Compensation Plan—Fiscal 2019

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

  22. Director Compensation Plan—Fiscal 2019

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

  23. Director Compensation Plan—Fiscal 2019

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

  24. Director Compensation Plan—Fiscal 2019

    The fees paid for service on the committees were paid in cash in June 2019. Prior to March 2019, newly elected directors were also entitled to receive an initial director appointment grant of $300,000 of DSUs in connection with his or her appointment to our Board of Directors. In March 2019, the Board of Directors eliminated this initial director appointment grant for future appointees to the Board to remain in line with market practice.

  25. Director Compensation Table—Fiscal 2019

    Director Compensation Table—Fiscal 2019 The following table sets forth a summary of the compensation earned by or paid to our non-employee directors for service on our Board in 2019.

  26. Director Compensation Table—Fiscal 2019

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards (2)(3) ($) | Option Awards ($) | Total ($) | | Paul T. Dacier | 62,500 | 197,808 | — | 260,308 | | John R. Egan | 120,000 | 197,808 | — | 317,808 | | Rainer Gawlick | 85,000 | 197,808 | — | 282,808 | | Charles F. Kane | 85,000 | 197,808 | — | 282,808 | | Samskriti Y. King | 82,500 | 197,808 | — | 280,308 | | David A. Krall | 75,000 | 197,808 | — | 272,808 | | Angela T. Tucci | 65,000 | 197,808 | — | 262,808 | | Vivian Vitale | 4,167 | — | — | 4,167 |

  27. Director Compensation Table—Fiscal 2019

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

  28. Director Compensation Table—Fiscal 2019

    | (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. |

  29. Director Compensation Table—Fiscal 2019

    | Name | Unvested DSUs Outstanding at November 30, 2019 | | Mr. Dacier | 9,875 | | Mr. Egan | 4,853 | | Dr. Gawlick | 9,875 | | Mr. Kane | 4,853 | | Ms. King | 10,370 | | Mr. Krall | 4,853 | | Ms. Tucci | 10,370 | | Ms. Vitale | — |

  30. Director Compensation Table—Fiscal 2019

    | (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. |

  31. FISCAL 2019 COMPENSATION STRUCTURE

    FISCAL 2019 COMPENSATION STRUCTURE Our executives’ target compensation for fiscal 2019 consisted of the components described below: *Reflects average For fiscal 2019, payouts under our Corporate Bonus Plan were made at 105% of target, based on the Company's performance, which exceeded target levels. The three-year performance period for performance-based stock units ("PSUs") awarded under our 2017 Long-Term Incentive Plan ("LTIP") expired on November 30, 2019. Based on our relative total shareholder return ("TSR") during that period, 77% of the target amount of PSUs awarded were earned, as described further in the section entitled "2019 Executive Compensation Decisions – Equity Compensation – LTIP PSUs" below.

  32. Alignment of CEO Realizable Pay Value and Performance

    Alignment of CEO Realizable Pay Value and Performance The Compensation Committee reviews realizable pay value analyses for the executive officers to inform design and award levels for long-term incentive awards. We believe our overall executive compensation program has been effective at driving the achievement of our target financial and strategic results, appropriately aligning executive pay and corporate performance and enabling us to attract and retain top executives within our industry. When results do not meet our expectations, our named executive officers receive compensation that is below our target levels and may be below market in comparison to our peer group. The table below shows the target and realizable pay for our CEO, Mr. Gupta, for fiscal years 2017 through 2019. The realizable pay values shown below are as of our 2019 fiscal year-end, November 30, 2019. Realizable pay calculations show the potential value of pay as of a specific date; however, the actual pay realized will vary due to performance, vesting provisions and changes in stock price.

  33. Alignment of CEO Realizable Pay Value and Performance

    | (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. |

  34. Alignment of CEO Realizable Pay Value and Performance

    | (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. |

  35. Alignment of CEO Realizable Pay Value and Performance

    In 2018, we evaluated Mr. Gupta's fiscal 2017 target annual equity compensation against our compensation peer group and determined that, based on market data, Mr. Gupta's target annual equity compensation was below market. Accordingly, for fiscal 2018, Mr. Gupta’s annual equity award was increased to a value of $3,650,000 in order to bring his target equity compensation in line with market data, with 50% of the award in the form of LTIP PSUs, 30% in the form of time-based RSUs and 20% in the form of stock options. For 2019, the amount and mix of Mr. Gupta’s compensation remained unchanged from 2018, including his base salary and annual target bonus, as his compensation was in line with market data.

  36. Recent Executive Compensation Developments

    | • | 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; |

  37. Recent Executive Compensation Developments

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

  38. Recent Executive Compensation Developments

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

  39. Recent Executive Compensation Developments

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

  40. Recent Executive Compensation Developments

    | • | 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 |

  41. Compensation Governance

    | What We Do: | What We Don’t Do: | | ü 70% of annual equity award is performance-based | X No perquisites | | ü Grant performance-based equity awards with performance measures that span three years | X No guaranteed salary increases or non-performance-based bonuses | | ü Utilize different measures for performance equity awards and cash incentives | X No excise tax gross-ups | | ü Maintain stock ownership guidelines to ensure our directors’ and executives’ interests are aligned with those of our stockholders | X No pledging or hedging of company stock by directors or executive officers | | ü Maintain compensation recovery (or “clawback”) policy | | | ü Cap the amounts our executives can earn under our annual incentive plans | | | ü Compensation Committee retains independent compensation consultant | |

  42. Compensation Review Process

    Compensation Review Process Role of Compensation Committee Toward the end of each fiscal year, the Compensation Committee begins the process of reviewing executive officer compensation for the next fiscal year. The Compensation Committee is provided with reports from its independent compensation consultant comparing our executive compensation and equity granting practices relative to the market and to our peer group. The Compensation Committee reviews recommendations from management on the current fiscal year annual and long-term incentive compensation programs. The Compensation Committee then reviews and approves any changes to executive officers’ total target cash compensation and long-term equity incentive compensation. The Compensation Committee reviews all recommendations considering our compensation philosophy and seeks input from its independent compensation consultant prior to making any final decisions. Role of Chief Executive Officer Our Chief Executive Officer makes recommendations to the Compensation Committee with respect to compensation for his direct reports (including our other named executive officers). In making these recommendations, the factors considered include market data, tenure, individual performance, responsibilities, and experience levels of the executives, as well as the compensation of the executives relative to one another. These initial CEO recommendations are discussed with the Chairman of the Compensation Committee and presented at Compensation Committee meetings. The Total Rewards group within our Human Capital Department and individuals within our Finance and Legal Departments support the Compensation Committee in the performance of its responsibilities. During 2019, our Chief Financial Officer, Chief Legal Officer and Chief Talent Officer attended the Compensation Committee meetings to provide perspectives on the competitive landscape, the needs of the business, information about our financial performance and relevant legal and regulatory developments. The Compensation Committee meets in executive session (without management) with its independent compensation consultant to deliberate on executive compensation matters. None of our executive officers participate in the Compensation Committee’s deliberations or decisions regarding their own compensation. Role of Compensation Consultant Our Compensation Committee again retained Pay Governance to advise it on matters related to executive compensation for 2019. Other than providing limited guidance regarding our broad-based equity plan design for all employees, which was approved by the Compensation Committee, Pay Governance did not provide any services for management in 2019. Pay Governance consulted with our management when requested by the Compensation Committee and only as necessary to obtain relevant compensation and performance data for the executives as well as essential business information so that it could effectively support the Compensation Committee with appropriate competitive market information and relevant analyses. During 2019, Pay Governance provided a range of services to the Compensation Committee to support the Compensation Committee’s agenda and obligations under its charter, including providing advice relating to the impact of regulatory updates, industry trends and peer group compensation data, advice on the structure and competitiveness of our compensation programs, advice on the consistency of our programs with our executive compensation philosophy and advice on director compensation. Representatives of Pay Governance also attended Compensation Committee meetings. The Compensation Committee assessed the independence of Pay Governance and determined that Pay Governance is independent of our company and has no relationships that could create a conflict of interest with us. As part of its assessment, the Compensation Committee considered the fact that Pay Governance did not provide any other services to us and consults with our management only as necessary to provide the services described above. Peer Group To assist the Compensation Committee in making decisions on total compensation for executives and company-wide equity grants, the Compensation Committee utilizes peer and industry group data and analyses. Each year, as necessary, the Compensation Committee reviews with its independent compensation consultant the list of peer companies as points of comparison to ensure that comparisons are meaningful. For 2019, Pay Governance provided recommendations on the composition of our peer group. Based on the facts described in the table below and management’s input, for 2019, Pay Governance recommended, and the Compensation Committee approved, the following peer group:

  43. Compensation Review Process

    | General Description | Criteria Considered | Peer Group List | | Software and high technology companies which operate in similar or related businesses and with which Progress competes for talent | Publicly-traded and based in U.S. Revenues-0.5x to 2.5x of Progress Market Cap-0.2x to 3.0x of Progress Other (e.g., recent financial performance, business model, proxy advisor peers) | Appian Corporation Aspen Technology, Inc. Avid Technology, Inc. Bottomline Technologies, Inc. Carbon Black, Inc.* Carbonite, Inc.* CommVault Systems, Inc. Everbridge, Inc.* HubSpot Inc. LogMeIn, Inc.* Manhattan Associates, Inc. MicroStrategy, Incorporated MongoDB, Inc. OneSpan Inc. (f/k/a VASCO Data Security International, Inc.) Pegasystems, Inc. Rapid7, Inc. Synchronoss Technologies, Inc. Tableau Software, Inc. TiVo Corporation *Added for 2019 |

  44. Compensation Review Process

    For 2019, the Compensation Committee replaced four peer companies utilized in 2018 with four new additions as shown in the table above. Two of the replaced companies (BroadSoft, Inc. and Gigamon Inc.) were recently acquired. The Compensation Committee replaced PTC Inc. because its market cap and revenues had exceeded our criteria. The Ultimate Software Group, Inc. was replaced because its market cap had exceeded our criteria. Pay Governance then prepared a compensation analysis based on survey data and data gathered from publicly available information for our peer group companies. Pay Governance separately analyzed and advised the Compensation Committee regarding the pay practices of companies engaged in an inorganic growth strategy similar to ours. Survey Data The executive compensation analysis prepared by Pay Governance also included data from Radford’s 2018 Global Technology Survey for companies with revenues between $200 million and $500 million. The Compensation Committee used this data to compare the current compensation of our named executive officers to the peer group and to determine the relative market value for each position, based on direct, quantitative comparisons of pay levels. The survey data was used when there was a lack of public peer data for an executive’s position and to obtain a general market understanding of current compensation practices. Competitive Positioning The fiscal 2019 target total direct compensation for our named executive officers was set by the Compensation Committee based predominantly on competitive pay practices, as reflected in the peer group and survey data. The Compensation Committee reviews market data at the 25th, 50th, and 75th percentile and, for 2019, sought to target total direct compensation for the named executive officers as a group at the 50th percentile of our peer group in setting our executive compensation programs. Additional adjustments were considered based on individual importance to our company, anticipated future contributions, internal pay equity, and historical pay levels, as well as the level of an executive officer’s unvested equity awards and incentives. Components of Executive Officer Compensation Compensation for our named executive officers currently consists of three primary components that are designed to reward performance in a simple and straightforward manner: base salaries, annual cash bonuses, and long-term equity awards. The purpose and key characteristics of each of these components and how each element accomplishes the goals and objectives of our overall program are summarized below.

  45. Compensation Review Process

    | Compensation Element | Objective | Key Features | | Cash Compensation | To attract, motivate and reward executives whose knowledge, skills, and performance are critical to our success | | | • Base Salary | To secure and retain services of key executive talent by providing a fixed level of cash compensation for performing essential elements of position | Adjustments may be made to reflect market conditions for a position, changes in the status or duties associated with a position, individual performance or internal pay equity | | • Annual Cash Bonus | To encourage and reward annual corporate performance that enhances short and long-term stockholder value | Cash bonuses are based on percentage of base salary, with actual awards based exclusively on attainment of objective corporate financial goals | | Equity Compensation | To align executives’ interests with those of stockholders | | | • PSUs under the Long-Term Incentive Plan | To align interests of management with those of our stockholders with the goal of creating long-term growth and value | Three-year performance period Performance metrics utilized are: • 50% operating income (subject to 35% annual operating margin threshold) • 50% relative TSR in comparison to the S&P Software and Services Select Industry Index | | • Restricted Stock Units | To retain executive talent | Service-based vesting over three-year period |

  46. Compensation Review Process

    | Compensation Element | Objective | Key Features | | • Stock Options | To align interests of management with those of our stockholders with the goal of creating long-term growth and value | Service-based vesting over four-year period Exercise price equal to fair market value on date of grant | | Other Compensation | To provide benefits that promote employee health and welfare, which assists in attracting and retaining our executive officers | Indirect compensation element consisting of programs such as medical, dental, and vision insurance, a 401(k) plan with up to a 3% matching contribution, an employee stock purchase plan program, and other plans and programs generally made available to employees | | Severance and Change in Control Benefits | To serve our retention and motivational objectives helping our named executive officers maintain continued focus, dedication to their responsibilities and objectivity to maximize stockholder value, including in the event of a transaction that could result in a change in control of our company; particularly important in a time of increased consolidation in our industry and increased competition for executive talent | Provides protection in the event of an involuntary termination of employment under specified circumstances, including following a change in control of our company as described below under “Executive Compensation-Severance and Change in Control Agreements” and "Estimate of Severance and Change in Control Benefits." |

  47. 2019 Program Design

    | Element | Key Attributes | | Base salary | Aligns with scope and complexity of role and prevailing market conditions; salary levels are generally at market median For fiscal 2019, the Compensation Committee made only modest increases to the base salaries of certain of the named executive officers. Such changes were in line with market data. | | Annual Cash Bonus | 100% financial/formulaic FY19 metrics • Total non-GAAP revenue (35%) • Total non-GAAP operating income (35%) • Kinvey new bookings (10%) • Total adjusted free cash flow (20%) Thresholds set at 98% of total revenue target, 50% of Kinvey bookings target, 92% of operating income target and 96% of adjusted free cash flow target under our annual budget Payouts under the annual cash bonuses capped at 150% of target amounts For fiscal 2019, the Compensation Committee did not make any changes to the annual cash bonus targets of any of the named executive officers, other than Mr. Quinn's target, which was increased from 75% to 90% of his base salary in order to bring his cash bonus target in line with market data. | | Restricted Stock Units | Vests over three years to support retention 30% of annual equity award | | Stock options | Vests over four years to support retention and align with our stockholders’ interests 20% of annual equity award | | LTIP PSUs | Three-year performance period Performance metrics utilized are 50% operating income (subject to 35% annual operating margin threshold) and 50% relative TSR in comparison to the S&P Software and Services Select Industry Index 50% of annual equity award For fiscal 2019, the Compensation Committee increased the target equity award for Mr. Tcherevik, our former Chief Technology Officer, to bring his equity compensation closer to market. Equity awards for other named executive officers were identical to fiscal 2018 annual equity awards. |

  48. Pay Mix

    Pay Mix In setting the mix among the different elements of executive compensation, we do not target specific allocations, but generally weight target compensation more heavily toward performance-based compensation, both cash and equity. The percentage of performance-based compensation for our executive officers and other employees increases with job responsibility, reflecting our view of internal pay equity and the ability of a given employee to contribute to our results. We also generally align our compensation mix with the practices of our peer group when possible and to the extent consistent with our compensation strategy and business plan. As shown in the charts below, the total direct compensation mix for Mr. Gupta and our other named executive officers in fiscal 2019 was consistent with our peer group. * “Other NEOs” reflects average of NEO salaries, excluding CFO These allocations reflect our belief that a significant portion of our named executive officers’ compensation should be performance-based and therefore “at risk” based on company performance, as well as subject to service requirements. Since our cash incentive opportunities and equity incentive awards have both upside opportunities and downside risks and our actual performance can deviate from the target goals, the amount of compensation earned will differ from the target allocations.

  49. Paul Jalbert, Chief Financial Officer (1)

    | | 2018 Target Pay ($) | 2019 Target Pay ($) | | Target Annual Cash Compensation | 600,000 | 624,000(6) | | Base Salary | 375,000 | 390,000 | | Target Bonus | 225,000(2) | 234,000(7) | | Target Annual Equity Compensation | 1,330,000 | 1,330,000(8) | | Target Annual RSUs | 399,000(3) | 399,000(9) | | Target Annual Stock Options | 266,000(4) | 266,000(10) | | Target LTIP PSUs | 665,000(5) | 665,000(11) | | Total Target Annual Compensation | 1,930,000 | 1,954,000 |

  50. Paul Jalbert, Chief Financial Officer (1)

    | (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. |

  51. Paul Jalbert, Chief Financial Officer (1)

    (3) RSUs vest in equal installments every six months over three years beginning on October 1, 2018. During the period beginning February 1, 2020 and ending April 2, 2020, Mr. Jalbert’s unvested RSUs will continue to vest in accordance with the terms and conditions of such awards. Additionally, all unvested RSUs held by Mr. Jalbert that would otherwise vest on October 1, 2020 will accelerate and become fully exercisable on April 2, 2020. Due to Mr. Jalbert's retirement, no other RSUs (except those described above) will vest or be accelerated. (4) Stock options vest in equal installments every six months over four years beginning on October 1, 2018. During the period beginning February 1, 2020 and ending April 2, 2020, Mr. Jalbert’s unvested stock options will continue to vest in accordance with the terms and conditions of such awards. Additionally, all unvested stock options held by Mr. Jalbert that would otherwise vest on October 1, 2020 will accelerate and become fully exercisable on April 2, 2020. Due to Mr. Jalbert's retirement, no other stock options (except those described above) will vest or be accelerated. (5) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return and operating income performance measures as further described in this proxy statement. Upon Mr. Jalbert's termination of employment on April 2, 2020, these PSUs will be cancelled. (6) We evaluated Mr. Jalbert’s fiscal 2018 target annual cash compensation against our compensation peer group to determine whether any changes should be made. Based on this evaluation, we determined that Mr. Jalbert’s base salary should be increased from $375,000 to $390,000, which remains in line with the market data positioning sought by the Compensation Committee. Mr. Jalbert's 2019 cash bonus target remained at the same percentage as his target opportunity in 2018. (7) Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Jalbert earned 105% of his fiscal 2019 target bonus. (8) We evaluated Mr. Jalbert's fiscal 2018 target annual equity compensation against our compensation peer group to determine whether any changes should be made. We determined that Mr. Jalbert's target annual equity compensation was in line with the market data positioning sought by the Compensation Committee and made no changes for fiscal 2019. (9) RSUs vest in equal installments every six months over three years beginning October 1, 2019. During the period beginning February 1, 2020 and ending April 2, 2020, Mr. Jalbert’s unvested RSUs will continue to vest in accordance with the terms and conditions of such awards. Additionally, all unvested RSUs held by Mr. Jalbert that would otherwise vest on October 1, 2020 will accelerate and become fully exercisable on April 2, 2020. Due to Mr. Jalbert's retirement, no other RSUs (except those described above) will vest or be accelerated. (10) Stock options vest in equal installments every six months every four years beginning on October 1, 2019. During the period beginning February 1, 2020 and ending April 2, 2020, Mr. Jalbert’s unvested stock options will continue to vest in accordance with the terms and conditions of such awards. Additionally, all unvested stock options held by Mr. Jalbert that would otherwise vest on October 1, 2020 will accelerate and become fully exercisable on April 2, 2020. Due to Mr. Jalbert's retirement, no other stock options (except those described above) will vest or be accelerated. (11) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative shareholder return and operating income performance measures as further described in this proxy statement. Upon Mr. Jalbert's termination of employment on April 2, 2020, these PSUs will be cancelled.

  52. John Ainsworth, Senior Vice President, Core Products (1)

    | | 2018 Target Pay ($) | 2019 Target Pay ($) | | Target Annual Cash Compensation | 502,500 | 517,500(7) | | Base Salary | 335,000 | 345,000 | | Target Bonus | 167,500(2) | 172,500(8) | | Target Annual Equity Compensation | 700,000 | 700,000(9) | | Target Annual RSUs | 210,000(3) | 210,000(10) | | Target Annual Stock Options | 140,000(4) | 140,000(11) | | Target LTIP PSUs | 350,000(5) | 350,000(12) | | Total Target Annual Compensation | 1,202,500(6) | 1,217,500 |

  53. John Ainsworth, Senior Vice President, Core Products (1)

    | (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. |

  54. John Ainsworth, Senior Vice President, Core Products (1)

    (3) RSUs vest in equal installments every six months over three years beginning on October 1, 2018. (4) Stock options vest in equal installments every six months over four years beginning on October 1, 2018. (5) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return and operating income performance measures as further described in this proxy statement. (6) Total Target Annual Compensation amount shown for 2018 does not include the $200,000 special, one-time RSU grant awarded to Mr. Ainsworth 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. (7) We evaluated Mr. Ainsworth’s fiscal 2018 target annual cash compensation against our compensation peer group to determine whether any changes should be made. Based on this evaluation, we determined that Mr. Ainsworth's base salary should be increased from $335,000 to $345,000, which remains in line with the market data positioning sought by the Compensation Committee. Mr. Ainsworth's 2019 cash bonus target remained at the same percentage as his target opportunity in 2018. (8) Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Ainsworth earned 105% of his fiscal 2019 target bonus. (9) We evaluated Mr. Ainsworth’s fiscal 2018 target annual equity compensation against our compensation peer group to determine whether any changes should be made. We determined that Mr. Ainsworth’s target annual equity compensation was in line with the market data positioning sought by the Compensation Committee and made no changes for fiscal 2019. (12) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return and operating income performance measures as further described in this proxy statement.

  55. Loren Jarrett, Senior Vice President and General Manager, Developer Tools Business and former Chief Marketing Officer (1)

    | | 2018 Target Pay ($) | 2019 Target Pay ($) | | Target Annual Cash Compensation | 502,500 | 517,500(7) | | Base Salary | 335,000 | 345,000 | | Target Bonus | 167,500(2) | 172,500(8) | | Target Annual Equity Compensation | 700,000 | 700,000(9) | | Target Annual RSUs | 210,000(3) | 210,000(10) | | Target Annual Stock Options | 140,000(4) | 140,000(11) | | Target LTIP PSUs | 350,000(5) | 350,000(12) | | Total Target Annual Compensation | 1,202,500(6) | 1,217,500 |

  56. Loren Jarrett, Senior Vice President and General Manager, Developer Tools Business and former Chief Marketing Officer (1)

    | (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. |

  57. Loren Jarrett, Senior Vice President and General Manager, Developer Tools Business and former Chief Marketing Officer (1)

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

  58. Loren Jarrett, Senior Vice President and General Manager, Developer Tools Business and former Chief Marketing Officer (1)

    (4) Stock options vest in equal installments every six months over four years beginning on October 1, 2018. (5) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return and operating income performance measures as further described in this proxy statement.

  59. Loren Jarrett, Senior Vice President and General Manager, Developer Tools Business and former Chief Marketing Officer (1)

    | (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. |

  60. Gary Quinn, Senior Vice President, Core Field Organization (1)

    | | 2018 Target Pay ($) | 2019 Target Pay ($) | | Target Annual Cash Compensation | 568,750 | 619,000(7) | | Base Salary | 325,000 | 325,000 | | Target Bonus | 243,750(2) | 294,000(8) | | Target Annual Equity Compensation | 700,000 | 700,000(9) | | Target Annual RSUs | 210,000(3) | 210,000(10) | | Target Annual Stock Options | 140,000(4) | 140,000(11) | | Target LTIP PSUs | 350,000(5) | 350,000(12) | | Total Target Annual Compensation | 1,268,750(6) | 1,319,000 |

  61. Dmitri Tcherevik, former Chief Technology Officer (1)

    | | 2018 Target Pay ($) | 2019 Target Pay ($) | | Target Annual Cash Compensation | 502,500 | 517,500(7) | | Base Salary | 335,000 | 345,000 | | Target Bonus | 167,500(2) | 172,500(8) | | Target Annual Equity Compensation | 700,000 | 800,000(9) | | Target Annual RSUs | 210,000(3) | 240,000(10) | | Target Annual Stock Options | 140,000(4) | 160,000(11) | | Target LTIP PSUs | 350,000(5) | 400,000(12) | | Total Target Annual Compensation | 1,202,500(6) | 1,317,500 |

  62. Dmitri Tcherevik, former Chief Technology Officer (1)

    | (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." |

  63. Dmitri Tcherevik, former Chief Technology Officer (1)

    | (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. |

  64. Dmitri Tcherevik, former Chief Technology Officer (1)

    (3) RSUs vest in equal installments every six months over three years beginning on October 1, 2018. Upon termination of Mr. Tcherevik’s employment, the vesting of two installments of these RSUs was accelerated in accordance with our executive severance guidelines and the remaining unvested RSUs were cancelled. (4) Stock options vest in equal installments every six months over four years beginning on October 1, 2018. Upon termination of Mr. Tcherevik’s employment, the vesting of two installments of these stock options was accelerated in accordance with our executive severance guidelines and the remaining unvested stock options were cancelled. (5) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return and operating income performance measures as further described in this proxy statement. Upon Mr. Tcherevik’s termination of employment, these PSUs were cancelled. (6) Total Target Annual Compensation amount shown for 2018 does not include the $200,000 special, one-time RSU grant awarded to Mr. Tcherevik in October 2018, one-third of which vested on October 1, 2019, and the remainder of which was scheduled to vest in four equal semiannual installments beginning April 1, 2020. Upon termination of Mr. Tcherevik’s employment, the vesting of two semi-annual installments of these RSUs was accelerated in accordance with our executive severance guidelines and the remaining unvested RSUs were cancelled. (7) We evaluated Mr. Tcherevik’s fiscal 2018 target annual cash compensation against our compensation peer group to determine whether any changes should be made. Based on this evaluation, we determined that Mr. Tcherevik's base salary should be increased from $335,000 to $345,000, which remained in line with the market data positioning sought by the Compensation Committee. Mr. Tcherevik's 2019 cash bonus target remained at the same percentage as his target opportunity in 2018. (8) Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. 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. (9) We evaluated Mr. Tcherevik’s fiscal 2018 target annual equity compensation against our compensation peer group to determine whether any changes should be made. Based on this evaluation, we determined that Mr. Tcherevik's target annual equity compensation should be increased from $700,000 to $800,000, to bring him in line with the market data positioning sought by the Compensation Committee. (10) RSUs vest in equal installments every six months over three years beginning on October 1, 2019. Upon termination of Mr. Tcherevik’s employment, the vesting of two installments of these RSUs was accelerated in accordance with our executive severance guidelines and the remaining unvested RSUs were cancelled. (11) Stock options vest in equal installments every six months over four years beginning on October 1, 2019. Upon termination of Mr. Tcherevik’s employment, the vesting of two installments of these stock options was accelerated in accordance with our executive severance guidelines and the remaining unvested stock options were cancelled. (12) PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return and operating income performance measures as further described in this proxy statement. Upon termination of Mr. Tcherevik's employment, these PSUs were cancelled.

  65. Cash Incentive Compensation

    Cash Incentive Compensation Annual Cash Bonus It is our philosophy to base a significant portion of each executive officer’s total compensation opportunity on performance incentives. Our annual bonus plan is intended to motivate eligible participants toward overall business results, to tie their goals and interests to those of the Company and its stockholders, and to enable the Company to attract and retain highly qualified executives. Our bonus plan is administered by our Compensation Committee. The Compensation Committee set the target annual cash incentive opportunity for 2019 (expressed as a percentage of base salary earned during the year) for each named executive officer in January 2019. In setting the target levels, the Compensation Committee considered each named executive officer’s 2019 target total cash opportunity against the peer group data provided by our independent compensation consultant, internal pay equity and the roles and responsibilities of the named executive officers. The Compensation Committee set each named executive officer’s cash bonus target, other than Mr. Quinn's, at the same percentage as his or her respective target opportunity in 2018. Mr. Quinn's cash bonus target was increased from 75% to 90% of his base salary in order to bring his target in line with the market data positioning sought by the Compensation Committee. The Compensation Committee believes that the target annual cash bonus opportunity should make up a larger portion of an executive officer’s total target cash compensation as the executive’s level of responsibility increases. 2019 Plan Design In January 2019, the Compensation Committee approved the 2019 Corporate Bonus Plan. In June 2019, the Compensation Committee approved increases to the financial targets contained in the 2019 Corporate Bonus Plan to reflect the Ipswitch acquisition, which constituted a material acquisition. These modifications were consistent with the internal acquisition model for Ipswitch as well as our publicly announced expectations. For 2019, the Compensation Committee adopted four plan metrics for the Corporate Bonus Plan applicable to our named executive officers, all of which would be utilized to determine funding and payout under the cash bonus plan. These four plan metrics were non-GAAP corporate revenue, non-GAAP operating income, Kinvey new bookings and adjusted free cash flow. With the exception of the Kinvey new bookings metric, which was new to the plan design for 2019, these plan metrics were the same metrics utilized by the Compensation Committee in fiscal 2018. The Kinvey new bookings metric replaced the 2018 plan requirement that, in order to fund the revenue metric, we must achieve 100% of the fiscal year total annual bookings target for our Cognitive Applications products. The reason for this change was that our organic growth efforts were centered primarily around attracting new customers for our Kinvey platform. The non-GAAP corporate revenue metric was weighted at 35%, the non-GAAP operating income metric was weighted at 35%, the Kinvey new bookings metric was weighted at 10% and the adjusted free cash flow metric was weighted at 20%. Each metric was measured separately and was not impacted by performance with respect to the other metrics. The performance measures selected for our cash bonus plan were designed to support our goals of expanding our non-GAAP operating income, while at the same time preserving our strong cash flow, which would result in increased stockholder returns. We had previously identified Kinvey as crucial to our organic growth effort and the Kinvey bookings metric reflected the importance of achieving the internal financial goals relating to our Kinvey product in fiscal year 2019. For 2019, the Compensation Committee set the thresholds for purposes of earning any award under the Corporate Bonus Plan at 98% of the total revenue target, 50% of the Kinvey new bookings target, 92% of the operating income target and 96% of the adjusted free cash flow target under our fiscal 2019 annual budget. The targets established with respect to the total revenue goal and the Kinvey new bookings metric reflect the challenges we face in maintaining our core revenues and growing our Kinvey business. The targets established with respect to the non-GAAP operating income metric are consistent with our operational model for our core business. The targets established with respect to the adjusted free cash flow goal reflect the importance of maintaining strong cash flows to enable us to execute a capital allocation strategy in the best interests of stockholders. Each target also reflected the plan requirement that our executive officers not be eligible for any portion of their target bonus at achievement levels below our public guidance. As noted above, in June 2019, the Compensation Committee modified the 2019 Corporate Bonus Plan to reflect the Ipswitch acquisition. The Compensation Committee increased the targets of all levels of the non-GAAP revenue, non-GAAP operating income and adjusted free cash flow metrics consistent with the internal acquisition model and publicly announced expectations. For further detail about our use of non-GAAP measures, refer to the paragraph entitled, “GAAP Results vs. non-GAAP Measures” above. Corporate Bonus Plan Criteria and Achievement The table below shows the funding percentages based on our performance under the four metrics. For the named executive officers, none of the annual bonus under the Corporate Bonus Plan would be earned unless we achieved at least $421 million in total non-GAAP revenue, $153 million in total non-GAAP operating income, $5 million in Kinvey new bookings or $121 million in adjusted free cash flow, in which case a portion of the bonus would be earned based on the level of achievement and weighting of the metrics.

  66. 2019 Annual Bonus Plan Criteria and Achievement

    2019 Annual Bonus Plan Criteria and Achievement

  67. 2019 Annual Bonus Plan Criteria and Achievement

    | Metric ($ millions) (1) | Weighting | Threshold (25%) | 50% Funding | Target (100%) | Maximum (150%) | Actual Achievement | Funding Percentage | | Non-GAAP Corp. Revenue | 35% | $421 | $423 | $428 | $443 | $433 | 117% | | Non-GAAP Operating Income | 35% | $153 | $158 | $166 | $193 | $177 | 122% | | Kinvey New Bookings | 10% | $5 | $8 | $10 | $14 | $1 | 0% | | Adjusted Free Cash Flow | 20% | $121 | $123 | $126 | $141 | $129 | 108% | | Total | 100% | | | | | | 105% |

  68. 2019 Annual Bonus Plan Criteria and Achievement

    | (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. |

  69. 2019 Annual Bonus Plan Criteria and Achievement

    Amounts Earned under the 2019 Corporate Bonus Plan As a result of our financial performance during fiscal 2019, we exceeded the modified target level of performance under our bonus plan with respect to the non-GAAP revenue, the non-GAAP operating income and the adjusted free cash flow metrics, but failed to meet the threshold level of performance under the Kinvey new bookings metric, which resulted in an overall payout percentage of 105% with respect to the annual cash bonus. In September 2019, we announced that we were reducing our investment in Kinvey, which was partially the result of our lack of new bookings for Kinvey. The Compensation Committee did not make any change to the Corporate Bonus Plan as a result of this decision. For Mr. Gupta and the other executive officers, the actual bonuses earned were based 100% on the financial metrics described above and no portion of the annual bonuses were based on subjective measures. The following table shows the bonuses earned by our named executive officers under the Corporate Bonus Plan in 2019.

  70. 2019 Annual Bonus Plan Criteria and Achievement

    | NEO | Target Annual Bonus ($) | Amount Earned ($) | | Yogesh Gupta | 575,000 | 603,750 | | Paul Jalbert | 234,000 | 245,700 | | John Ainsworth | 172,500 | 181,125 | | Loren Jarrett | 172,500 | 181,125 | | Gary Quinn (1) | 196,000 | 205,800 | | Dmitri Tcherevik (2) | 172,500 | 154,328 |

  71. 2019 Annual Bonus Plan Criteria and Achievement

    | (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. |

  72. 2019 Annual Bonus Plan Criteria and Achievement

    | (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. |

  73. Equity Compensation

    Equity Compensation We use equity compensation to attract, retain, motivate and reward our named executive officers. Equity-based incentive awards are intended to be the longer-term components of our overall executive compensation program and are designed to encourage performance by our executive officers over several years. The Compensation Committee’s decisions regarding the amount and type of equity incentive compensation, the allocation of equity and relative weighting of these awards within total executive compensation have been based on advice provided by our independent compensation consultant and the Compensation Committee’s understanding and individual experiences with market practices of similarly-situated companies. We issue annual and new hire equity awards based on guidelines for awards commensurate with position levels and that reflect grant practices within our peer group and the broader software industry generally. The following is a summary of our fiscal 2019 equity program.

  74. Equity Compensation

    | Program | Fiscal 2019 Equity Program | | Form of Equity | Time-Based Restricted Stock Units Stock Options Performance-Based Stock Units | | Performance Periods | PSUs have three-year period | | Metrics | LTIP PSUs tied 50% to cumulative operating income (subject to 35% annual operating margin threshold) and 50% to relative TSR | | Vesting | Time-Based RSUs vest in six equal installments over 3 years Stock options vest in eight equal installments over 4 years LTIP: • With respect to TSR metric, participants can earn between 0% to 200% of target amount of LTIP PSUs, with threshold vesting at 35% achievement • With respect to operating income metric, LTIP PSUs may be earned once operating income criteria is met, subject to a 35% annual operating margin threshold | | Frequency of Grant | Annual |

  75. Equity Compensation

    Target Value and Award Determination The Compensation Committee reviews the mix of equity awards to our named executive officers on an annual basis. Consistent with the Compensation Committee’s philosophy that a significant portion of the equity mix to named executive officers should be tied to our long-term performance, the Compensation Committee determined that there should be no change to the equity mix utilized for fiscal 2018. Accordingly, the equity mix for fiscal 2019 remained 50% LTIP PSUs, 30% RSUs and 20% stock options. To determine the size of the equity awards, the Compensation Committee first determined the total number of shares that would be allocated for the annual equity awards to all proposed recipients. The total number of shares was determined by consideration of the potential dilution to our stockholders and average burn rate of other companies in our industry. For fiscal 2019, the Compensation Committee considered that the proposed equity budget for fiscal 2019 was consistent with the prior year and would result in a burn rate significantly below other companies in our industry and peer group. The Compensation Committee utilized the grant data from the peer group and other information provided by Pay Governance to assist it in determining the size of the overall equity pool for our company as well as the individual grants to the named executive officers. To determine the size of the individual annual equity awards, the Compensation Committee, utilizing data provided by Pay Governance, compared the long-term equity incentive compensation levels of our executives with similar positions within our peer group and survey data to determine the long-term equity incentive compensation amount for each executive. The Compensation Committee reviews market data at the 25th, 50th, and 75th percentile. In finalizing the amounts of the annual equity awards, the Compensation Committee considers this market data, the CEO’s recommendations, the burn rate of the executive grants, and the degree to which those amounts would be aligned with our goals of motivating and retaining key employees. RSUs RSUs typically vest in six equal installments over a three-year period. In a volatile stock market, RSUs continue to provide value when other forms of equity such as stock options may not, which the Compensation Committee believes is useful in retaining talented executives in unpredictable economic times. The RSUs awarded as part of the fiscal 2019 equity program were issued in January 2019. The Compensation Committee awarded these RSUs as a dollar amount, which were then converted to RSUs based on our closing stock price on the date of grant. Stock Options Stock option awards provide individuals with the right to purchase shares of our common stock at a fixed exercise price, typically for a period of seven years, subject to continued employment with our company. Stock option grants are intended to correlate executive compensation to our long-term success as measured by our stock price. Stock options are tied to our future success because options granted have an exercise price equal to the closing market value at the date of grant and will only provide value to the extent that the price of our stock increases above the exercise price. As a result, the Compensation Committee views stock options as a form of performance equity, but with a longer-term focus than PSUs tied to three-year performance metrics. Stock options vest in eight equal installments over a four-year period. We believe that meaningful vesting periods encourage recipients to remain with our company over the long-term and, because the value of the awards is based on our stock price, stock options encourage recipients to focus on achievement of longer-term goals, such as strategic growth, business innovation and stockholder return. The stock options awarded as part of the fiscal 2019 equity program were issued in January 2019. The Compensation Committee awarded these stock options as a dollar amount, which were then converted to stock options based on the Black-Scholes value of our stock options on the date of grant. LTIP PSUs We currently have in place a long-term equity incentive compensation plan consisting of PSUs that are earned based on company performance over a three-year measurement period. PSUs under our long-term equity incentive compensation plan are subject to three-year performance criteria aligned with our business plan and are earned only to the extent the performance criteria are achieved. For fiscal 2019, the number of shares eligible to be earned is dependent on the following: 50% on our relative TSR performance as compared to companies in the S&P Software and Services Select Industry Index and 50% on our cumulative operating income (subject to meeting a 35% annual operating margin threshold). The performance metrics used by the Compensation Committee in fiscal 2019 were the same as those used in fiscal 2018, however, for fiscal 2019, the Compensation Committee changed the TSR index it would be using, from the NASDAQ Software Index, which is no longer in use, to the S&P Software and Services Select Industry Index. With respect to the relative TSR metric, the Compensation Committee left unchanged the payout scale utilized in fiscal 2018 to reflect current trends and stockholder-friendly practices (e.g., above-median performance required to achieve target payout). Participants can earn between 0% and 200% (the payout cap under the LTIP) of the target amount of PSUs attributable to the relative TSR metric. The cumulative three-year TSR measure compares the TSR of our common stock against the TSR of companies included in the S&P Software and Services Select Industry Index during the three-year period. Our relative TSR performance must be at the 55th percentile of the index group in order for 100% of the target award to be earned. Additionally, regardless of our relative position with respect to the S&P Software and Services Select Industry Index, the award with respect to the TSR metric will be reduced by 50% if our absolute TSR over the measurement period is negative. With respect to the operating income metric, participants can earn between 0% and 200% of the target amount of PSUs attributable to the operating income metric. In designing the operating income metric to include both operating margin dollar and percentage goals, the Compensation Committee sought to ensure discipline and reinforce, consistent with our stated strategy, that profitable growth and margin expansion/maintenance are key to long-term value creation. The cumulative three-year operating income measure is based on the sum of the operating income amounts for 2019, 2020 and 2021 contained in our 2019 strategic plan, which was modified in June 2019 to reflect the acquisition of Ipswitch. We must achieve 100% of the operating income target for a given performance period in order for payout with respect to this metric to occur. Furthermore, with respect to the operating income metric, the 35% annual operating margin threshold “performance gatekeeper” applies at all levels of performance and requires that annual operating margin be at or above 35% for each of 2019, 2020 and 2021 or no payout can occur with respect to this metric, regardless of cumulative operating income performance. The below table sets forth the payout criteria for the 2019 LTIP:

  76. Equity Compensation

    | | | % of Target Earned* | | | | | | Performance Metric | Weight Factor | 0% | 50% | 100% | 150% | 200% | | Relative TSR Performance (% Rank) | 50% | <35% | 35% | 55% | 75% | 90% | | Operating Income (3-year Cumulative)** | 50% | <$504 | N/A | $504 | $528 | $552 |

  77. Equity Compensation

    * Award interpolated for performance within stated percentiles ** $ amounts in millions and using budgeted exchange rates. In addition, if operating margin in any of the three annual periods of the performance period is less than 35%, the operating income metric earned will be zero. The three-year performance period with respect to the LTIP awarded in 2017 expired on November 30, 2019. Unlike the 2018 and 2019 LTIPs, the 2017 LTIP utilized only a relative TSR performance metric (and the TSR index used was the NASDAQ Software Index). Based on the price of our common stock for the thirty-day trading period ending November 30, 2019, our TSR compared to the NASDAQ Software Index for the same period placed us in the 45th percentile, meaning that 77% of the target amount of 2017 PSUs awarded as the LTIP were earned. The following table shows the portion of the 2017 LTIPs earned by our named executive officers based on Company performance.

  78. Equity Compensation

    | Named Executive Officer | Target LTIP Value ($) | Target LTIPs (#)(1) | LTIPs Earned at 77% (#)(2) | | Yogesh Gupta | 1,200,000 | 41,408 | 31,884 | | Paul Jalbert | 500,000 | 17,212 | 13,253 | | John Ainsworth | 350,000 | 11,966 | 9,213 | | Loren Jarrett | 350,000 | 11,966 | 9,213 | | Gary Quinn | 500,000 | 13,100 | 10,087 | | Dmitri Tcherevik (3) | 500,000 | 16,187 | — |

  79. Equity Compensation

    _____________

  80. Equity Compensation

    | (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. |

  81. Equity Compensation

    (2) The number of 2017 LTIPs earned was determined by multiplying Target LTIPs by 77%. (3) Because Mr. Tcherevik's employment with the Company terminated on October 7, 2019, he earned none of his 2017 LTIPs. For the fiscal 2019 award under the LTIP, the three-year comparison period commenced on December 1, 2018 and will end on November 30, 2021.

  82. Equity Compensation

    | Other Executive Compensation Matters |

  83. Timing of Equity Grants

    Timing of Equity Grants We do not time grants either to take advantage of a depressed stock price or in anticipation of an increase in stock price and have limited the amount of discretion that can be exercised in connection with the timing of awards. We generally make awards only on pre-determined dates to ensure that awards cannot be timed to take advantage of material non-public information. Equity awards may be made only by the Compensation Committee. The Compensation Committee makes awards only at Compensation Committee meetings and awards are not effective in trading blackout periods (the period encompassing ten days prior to the end of each fiscal quarter through 48 hours after the earnings for that quarter are announced).

  84. Hedging and Pledging Policy

    Hedging and Pledging Policy Our directors and executive officers are prohibited from engaging in short sales, transactions in derivative securities such as put or call options, hedging transactions or other inherently speculative transactions with respect to our stock. In addition, no director or executive officer may pledge or margin, or make any offer to pledge or margin, any of our stock, including without limitation, borrowing against such stock, at any time. Stock options granted under our stock option plans are not deemed to be derivative securities covered by this policy. Employees, other than our executive officers, are generally permitted to engage in transactions designed to hedge or offset market risk.

  85. Tax and Accounting Considerations and Compensation Recovery Policies

    Tax and Accounting Considerations and Compensation Recovery Policies Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that public companies may deduct in any one year with respect to certain of their named executive officers. Through fiscal 2017, certain performance-based compensation approved by stockholders was not subject to this deduction limit. With the enactment of the 2017 Tax Cuts and Jobs Act, however, the performance-based compensation exemption was eliminated, except with respect to certain grandfathered arrangements. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee believes that it is in our best interests and the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives. Section 409A of the Internal Revenue Code. Section 409A of the Internal Revenue Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Our severance and change in control agreements described below, including the Employee Retention and Motivation Agreements we entered into with our named executive officers, contain provisions that are intended to either avoid the application of Section 409A or, to the extent doing so is not possible, comply with the applicable Section 409A requirements. The Compensation Committee has the sole discretion to change the severance guidelines applicable to executive officers to the extent necessary to avoid the application of Section 409A or comply with applicable Section 409A requirements. Accounting for Stock-Based Compensation. Stock-based compensation expense reflects the fair value of stock-based awards, less the present value of expected dividends, measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model.

  86. COMPENSATION COMMITTEE REPORT

    | • | 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. |

  87. COMPENSATION COMMITTEE REPORT

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

  88. COMPENSATION COMMITTEE REPORT

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

  89. COMPENSATION COMMITTEE REPORT

    | • | 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. |

  90. COMPENSATION COMMITTEE REPORT

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

  91. COMPENSATION COMMITTEE REPORT

    | • | 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. |

  92. COMPENSATION COMMITTEE REPORT

    | • | 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. |

  93. COMPENSATION COMMITTEE REPORT

    | • | 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. |

  94. COMPENSATION COMMITTEE REPORT

    | • | 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. |

  95. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

  96. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Yogesh Gupta, Chief Executive Officer | 2019 2018 2017 | 575,000 575,000 575,000 | __ __ __ | 2,996,755 3,140,069 1,242,240 | 730,203 729,772 875,885 | 603,750 356,500 661,250 | 9,120 8,970 8,820 | 4,914,827 4,810,311 3,363,194 | | Paul Jalbert, Chief Financial Officer (5) | 2019 2018 2017 | 387,692 375,000 339,636 | — — — | 1,091,979 1,144,203 1,762,944 | 266,077 265,922 200,159 | 245,700 139,500 258,750 | 8,962 8,790 8,490 | 2,000,410 1,933,415 2,569,979 | | John Ainsworth, SVP, Core Products (6) | 2019 2018 2017 | 343,462 335,000 283,462 | — — 150,000 | 574,735 795,435 856,084 | 140,040 139,964 139,979 | 181,125 103,850 168,349 | 8,897 9,488 7,789 | 1,248,259 1,383,738 1,605,663 | | Loren Jarrett, General Manager, Developer Tools Business (7) | 2019 2018 2017 | 343,462 335,000 283,462 | — — 125,000 | 574,735 795,435 856,084 | 140,040 139,964 139,979 | 181,125 103,850 168,349 | 8,897 9,488 7,789 | 1,248,259 1,383,738 1,580,663 | | Gary Quinn, SVP, Core Field Organization (8) | 2019 2018 2017 | 325,000 325,000 87,500 | — — — | 574,735 795,435 897,429 | 140,040 139,964 199,900 | 205,800 100,750 55,807 | 112,543 90,699 25,815 | 1,358,118 1,451,848 1,266,450 | | Dmitri Tcherevik, former Chief Technology Officer (9) | 2019 2018 2017 | 291,712 335,000 212,596 | — — — | 656,855 795,435 783,704 | 160,051 139,964 200,078 | 154,328 103,850 127,713 | 166,786 33,884 6,537 | 1,429,732 1,408,133 1,330,628 |

  97. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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 2019 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. |

  98. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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. |

  99. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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. |

  100. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

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

  101. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | Name | Company Contributions (401(k)) ($) | Insurance Premiums ($) | Sales Leader Plan ($) | Relocation Expenses ($) | Severance | | Mr. Gupta | 8,400 | 720 | — | — | — | | Mr. Jalbert | 8,400 | 562 | — | — | — | | Mr. Ainsworth | 8,400 | 497 | — | — | — | | Ms. Jarrett | 8,400 | 497 | — | — | — | | Mr. Quinn | 8,551 | 468 | 102,767 | 757 | — | | Mr. Tcherevik | 8,400 | 482 | — | 80,279 | 77,625 |

  102. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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." |

  103. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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. |

  104. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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. |

  105. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | (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. |

  106. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    (9) Mr. Tcherevik became Chief Technology Officer on April 1, 2017. The amounts shown for Mr. Tcherevik in 2017 are base salary and non-equity incentive plan compensation for the period of April 1, 2017 until November 30, 2017. Mr. Tcherevik's employment terminated on October 7, 2019. The amounts shown for Mr. Tcherevik in 2019 are base salary and non-equity incentive plan compensation for the period of December 1, 2018 to October 7, 2019 and severance payments for the period of October 7, 2019 to November 30, 2019 as further described under the section of this proxy statement entitled "Severance and Change in Control Agreements."

  107. SUMMARY COMPENSATION TABLE – FISCAL YEARS 2019, 2018 and 2017

    | Grants of Plan-Based Awards |

  108. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    GRANTS OF PLAN-BASED AWARDS TABLE - 2019

  109. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Stock Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date (1) | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(3) | Target (#)(3) | Maximum (#)(3) | | | | | | Yogesh Gupta | — | 143,750 | 575,000 | 862,500 | — | — | — | — | — | — | — | | | 1/22/2019 | — | — | — | 13,137 | 52,549 | 105,098 | — | — | — | 1,939,584 | | | 1/22/2019 | — | — | — | — | — | — | 31,529 | — | — | 1,057,167 | | | 1/22/2019 | — | — | — | — | — | — | — | 100,275 | 34.73 | 730,203 | | Paul Jalbert | — | 58,500 | 234,000 | 351,000 | — | — | — | — | — | — | — | | | 1/22/2019 | — | — | — | 4,787 | 19,148 | 38,296 | — | — | — | 706,753 | | | 1/22/2019 | — | — | — | — | — | — | 11,489 | — | — | 385,226 | | | 1/22/2019 | — | — | — | — | — | — | — | 36,539 | 34.73 | 266,077 | | John Ainsworth | — | 43,125 | 172,500 | 258,750 | — | — | — | — | — | — | — | | | 1/22/2019 | — | — | — | 2,519 | 10,078 | 20,156 | — | — | — | 371,979 | | | 1/22/2019 | — | — | — | — | — | — | 6,047 | — | — | 202,756 | | | 1/22/2019 | — | — | — | — | — | — | — | 19,231 | 34.73 | 140,040 | | Loren Jarrett | — | 43,125 | 172,500 | 258,750 | — | — | — | — | — | — | — | | | 1/22/2019 | — | — | — | 2,519 | 10,078 | 20,156 | — | — | — | 371,979 | | | 1/22/2019 | — | — | — | — | — | — | 6,047 | — | — | 202,756 | | | 1/22/2019 | — | — | — | — | — | — | — | 19,231 | 34.73 | 140,040 | | Gary Quinn | — | 73,500 | 294,000 | 441,000 | — | — | — | — | — | — | — | | | 1/22/2019 | — | — | — | 2,519 | 10,078 | 20,156 | — | — | — | 371,979 | | | 1/22/2019 | — | — | — | — | — | — | 6,047 | — | — | 202,756 | | | 1/22/2019 | — | — | — | — | — | — | — | 19,231 | 34.73 | 140,040 | | Dmitri Tcherevik | — | 43,125 | 172,500 | 258,750 | — | — | — | — | — | — | — | | | 1/22/2019 | — | — | — | 2,879 | 11,518 | 23,036 | — | — | — | 425,129 | | | 1/22/2019 | — | — | — | — | — | — | 6,911 | — | — | 231,726 | | | 1/22/2019 | — | — | — | — | — | — | — | 21,979 | 34.73 | 160,051 |

  110. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    _____________ (1) Awards granted on January 22, 2019 were approved by the Compensation Committee on January 7, 2019, at which time the Company was in a trading blackout period. (2) These columns indicate the range of payouts (25%, 100% and 150%) targeted for fiscal 2019 performance under our Corporate Bonus Plan as described in “Compensation Discussion and Analysis” in this proxy statement. The actual payout with respect to fiscal 2019 for each named executive officer is shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” (3) The second row of these columns with respect to each named executive officer represents performance share units awarded under our Long-Term Incentive Plan. These columns show the performance share units that could be earned at threshold, target and maximum levels of performance. If we do not achieve a threshold performance metric, no performance share units will be earned with respect to that performance metric. Because the LTIP is based on a three-year performance period, none of the performance share units will be earnable until the performance period closes following our 2021 fiscal year. See “Compensation Discussion and Analysis” section of this proxy statement for additional discussion of the LTIP.

  111. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    | (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. |

  112. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    | (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. |

  113. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    | (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. |

  114. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    | Narrative Description of Summary Compensation Table and Grants of Plan-Based Awards Table |

  115. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    The material terms of our named executive officers’ annual compensation, including base salaries, cash incentive plan, time-based RSUs, stock options and Long-Term Incentive Plan PSUs and the explanations of the amounts of salary, cash incentives, and equity values in proportion to total compensation are described under “Compensation Discussion and Analysis” in this proxy statement. As discussed in greater detail in “Compensation Discussion and Analysis” in this proxy statement, the 2019 non-equity incentive awards were granted pursuant to the Fiscal 2019 Corporate Bonus Plan, with amounts to be earned based on the achievement of certain financial targets. In fiscal 2019, we exceeded the target level of performance under our bonus plan with respect to the non-GAAP revenue, the non-GAAP operating income and the adjusted free cash flow metrics, but failed to meet the threshold level of performance under the Kinvey bookings metric, which resulted in an overall payout percentage of 105% with respect to the annual cash bonus. As discussed in greater detail in “Compensation Discussion and Analysis” in this proxy statement, the PSUs awarded under the Long-Term Incentive Plan will be earned based on the results achieved during the three year performance period as determined following our 2021 fiscal year, contingent upon each named executive officer’s continued service. The RSUs granted to our named executive officers in 2019 vest in equal installments every six months over three years, subject to continued employment. There is no purchase price associated with performance share or RSU awards. The stock options granted to our named executive officers in 2019 vest in equal installments every six months over four years, subject to continued employment. The stock options have an exercise price equal to the closing price of our common stock on the date of grant.

  116. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    | Outstanding Equity Awards |

  117. GRANTS OF PLAN-BASED AWARDS TABLE - 2019

    The following table sets forth certain information with respect to the outstanding equity awards at November 30, 2019 for each of the named executive officers.

  118. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

  119. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | | | | | Yogesh Gupta | | | | | | | | | | | | 10/19/2016 | — | — | — | — | 2,287(5) | 96,077 | — | — | | | 2/23/2017 | 93,485(6) | 56,088 | 28.98 | 2/22/2024 | 31,884(7) | 1,339,447 | — | — | | | 1/12/2018 | 25,950(8) | 43,245 | 50.69 | 1/11/2025 | 10,802(9) | 453,792 | 36,004(10) | 1,512,528 | | | 1/22/2019 | 12,535(11) | 87,740 | 34.73 | 1/21/2026 | 26,275(12) | 1,103,813 | 52,549(13) | 2,207,583 | | Paul Jalbert(14) | | | | | | | | | | | | 3/31/2017 | 22,047(6) | 13,227 | 29.05 | 3/30/2024 | 1,722(5) | 72,341 | — | — | | | 3/31/2017 | — | — | — | — | 13,253(7) | 556,759 | — | — | | | 3/31/2017 | — | — | — | — | 34,424(15) | 1,446,152 | — | — | | | 1/12/2018 | 9,456(8) | 15,758 | 50.69 | 1/11/2025 | 3,936(9) | 165,351 | 13,119(10) | 551,129 | | | 1/22/2019 | 4,568(11) | 31,971 | 34.73 | 1/21/2026 | 9,575(12) | 402,246 | 19,148(13) | 804,407 | | John Ainsworth | | | | | | | | | | | | 2/17/2017 | 14,682(6) | 8,808 | 29.25 | 2/16/2024 | 2,907(5) | 122,123 | — | — | | | 2/17/2017 | — | — | — | — | 9,213(7) | 387,038 | — | — | | | 1/12/2018 | 4,977(8) | 8,294 | 50.69 | 1/11/2025 | 2,073(9) | 87,087 | 6,905(10) | 290,079 | | | 10/15/2018 | — | — | — | — | 4,117(16) | 172,955 | — | — | | | 1/22/2019 | 2,404(11) | 16,827 | 34.73 | 1/21/2026 | 5,040(12) | 211,730 | 10,078(13) | 423,377 | | Loren Jarrett | | | | | | | | | | | | 2/17/2017 | 14,682(6) | 8,808 | 29.25 | 2/16/2024 | 2,907(5) | 122,123 | — | — | | | 2/17/2017 | — | — | — | — | 9,213(7) | 387,038 | — | — | | | 1/12/2018 | 4,977(8) | 8,294 | 50.69 | 1/11/2025 | 2,073(9) | 87,087 | 6,905(10) | 290,079 | | | 10/15/2018 | — | — | — | — | 4,117(16) | 172,955 | — | — | | | 1/22/2019 | 2,404(11) | 16,827 | 34.73 | 1/21/2026 | 5,040(12) | 211,730 | 10,078(13) | 423,377 | | Gary Quinn | | | | | | | | | | | | 9/29/2017 | 14,066(17) | 14,064 | 38.17 | 9/28/2024 | 2,620(18) | 110,066 | — | — | | | 9/29/2017 | — | — | — | — | 10,087(7) | 423,755 | — | — | | | 1/12/2018 | 4,977(8) | 8,294 | 50.69 | 1/11/2025 | 2,073(9) | 87,087 | 6,905(10) | 290,079 | | | 10/15/2018 | — | — | — | — | 4,117(16) | 172,955 | — | — | | | 1/22/2019 | 2,404(11) | 16,827 | 34.73 | 1/21/2026 | 5,040(12) | 211,730 | 10,078(13) | 423,377 | | Dmitri Tcherevik(18) | | | | | | | | | | | | 1/12/2018 | 8,295(8) | — | 50.69 | 1/11/2025 | | | | |

  120. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

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

  121. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

    (2) The market value of unvested RSUs was calculated as of November 29, 2019 (the last trading day of our fiscal 2019) based on the closing price of our common stock on Nasdaq of $42.01 on that date. (3) The unvested awards shown in this column are PSUs subject to performance-based vesting. PSUs are reported assuming payout at target award levels, unless otherwise noted. (4) The market value of unvested PSUs was calculated as of November 29, 2019 based on the closing price of our common stock on Nasdaq of $42.01 on that date. (5) Vest in six equal semi-annual installments beginning October 1, 2017. (6) Vest in eight equal semi-annual installments beginning October 1, 2017. (7) Awards shown are PSUs that could be earned only to the extent the established performance measure was met for the performance period ending November 30, 2019. The amount shown is the number of PSUs achieved based on company performance at November 30, 2019, which was 77% of target. The PSUs vested on February 1, 2020. (8) Vest in eight equal semi-annual installments beginning October 1, 2018. (9) Vest in six equal semi-annual installments beginning October 1, 2018. (10) Vest on February 1, 2021, subject to the Company meeting total shareholder return and operating income criteria over the three-year period ending November 30, 2020. (11) Vest in eight equal semi-annual installments beginning October 1, 2019. (12) Vest in six equal semi-annual installments beginning October 1, 2019. (13) Vest on February 1, 2022, subject to the Company meeting total shareholder return and operating income criteria over the three-year period ending November 30, 2021. (14) Mr. Jalbert retired as Chief Financial Officer on January 31, 2020 and his employment with the Company will terminate on April 2, 2020, at which time, all unvested equity awards will terminate as of such date. Pursuant to a Transition Letter entered into between Mr. Jalbert and the Company in connection with his retirement, all unvested stock options and unvested restricted stock units held by Mr. Jalbert that would otherwise vest on October 1, 2020 will accelerate and become fully exercisable on April 2, 2020, as detailed in the section entitled "Severance and Change in Control Agreements" below. (15) Vest on March 24, 2020. (16) Vest 33% on October 1, 2019 and 16.5% semi-annually thereafter. (17) Vest in eight equal semi-annual installments beginning April 1, 2018. (18) Vest in six equal semi-annual installments beginning April 1, 2018. (19) Mr. Tcherevik's employment terminated on October 7, 2019, at which time, all unvested equity awards terminated as of such date. Under the terms of his separation agreement, Mr. Tcherevik had 90 days from the date of termination to exercise any vested stock options.

  122. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

    | Option Exercises and Stock Vested |

  123. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2019

    The following table sets forth certain information regarding the number of stock options exercised and RSUs that vested in the fiscal year ended November 30, 2019 under our equity incentive plans and the corresponding amounts realized by the named executive officers. The value realized on exercise for stock option awards is calculated as the difference between the closing price of our common stock on the Nasdaq Global Select Market on the exercise date and the exercise price of the applicable stock option award. The value realized on vesting for RSUs is calculated as the product of the number of shares subject to the RSUs that vested and the closing price of our common stock on the Nasdaq Global Select Market on the vesting date.

  124. Option Exercises and Stock Vested - Fiscal 2019

    Option Exercises and Stock Vested - Fiscal 2019

  125. Option Exercises and Stock Vested - Fiscal 2019

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Yogesh Gupta | — | — | 62,766 | 2,466,069 | | Paul Jalbert | — | — | 8,398 | 343,286 | | John Ainsworth | — | — | 10,258 | 415,447 | | Loren Jarrett | — | — | 10,258 | 415,447 | | Gary Quinn | — | — | 7,065 | 283,147 | | Dmitri Tcherevik | 33,624 | 335,181 | 16,809 | 653,722 |

  126. Option Exercises and Stock Vested - Fiscal 2019

    | Severance and Change in Control Agreements |

  127. Option Exercises and Stock Vested - Fiscal 2019

    We have agreements with, or guidelines applicable to, our executive officers that provide the benefits described below in connection with certain terminations of employment or a change in control of our company. We do not provide excise tax gross-ups to our executive officers under these or any other agreements.

  128. Estimate of Severance and Change in Control Benefits

    | CEO Pay Ratio |