DEF 14A of Progress Software Corp /Ma, Mar 25, 2026

DEF 14A of Progress Software Corp /Ma

Filed Mar 25, 2026 · FY20250001552781-26-000161

Open on EDGAR

  1. Table of Contents

    | PROPOSAL 3: Approve an Increase in the Number of Shares Authorized For Issuance Under the 2008 Stock Option and Incentive Plan, as Amended and Restated | 84 | | PROPOSAL 4: Approve an Increase in the Number of Shares Authorized For Issuance Under the 1991 Employee Stock Purchase Plan, as Amended and Restated | 95 | | PROPOSAL 5: Ratification of the Selection of Independent Registered Public | | | Accounting Firm | 99 | | Evaluation of the Independent Auditor | 99 | | Tenure | 100 | | Independent Registered Public Accounting Firm Fees | 100 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent | | | Registered Public Accounting Firm | 101 | | Audit Committee Report | 102 | | Other Matters | 103 | | Certain Relationships and Related Persons Transactions | 103 | | Information About Progress Software Common Stock Ownership | 103 | | Equity Compensation Plan Information | 105 | | Proposals of Stockholders For 2027 Annual Meeting | 106 | | About the Meeting and Voting | 107 | | Expenses of Solicitation | 111 | | Available Information | 112 | | Appendix A: Progress Software Corporation 2008 Stock Option and Incentive Plan, as Amended and Restated | A-1 | | Appendix B: Progress Software Corporation 1991 Employee Stock Purchase Plan, as Amended and Restated | B-1 |

  2. Table of Contents

    Nominees for Directors Proposal 1: Election of Directors Nominees for Directors Director Since: September 2011Chair since December 2012Age: 68Current Board Committees: Nominating and Corporate Governance Skills and Experiences: John R. Egan Independent Background: Mr. Egan is managing partner of Carruth Management, LLC, a Boston-based Family Office. 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. Mr. Egan also serves on the Board of Trilio, a privately held technology company. Other Current Public Company Boards:•NetScout Systems, Inc. (Nasdaq: NTCT), a network performance management company, where he serves as Lead Director. Prior Public Company Boards in Last 5 Years:•Verint Systems, Inc. •Agile Growth Corp. Cybersecurity Technology/ Software Industry M&A Go-to-Market/ Sales Leadership Strategy Finance and Accounting Public Company Board Service and GovernanceCSR2026

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    Paul T. Dacier Independent Background: Mr. Dacier is currently Chief Legal Officer, Chief Administrative Officer and Corporate Secretary at IonQ, Inc., a leader in quantum computing and networking, since July 2025. Previously, he was a partner at Quinn Emanuel Urquhart & Sullivan LLP, a leading law firm devoted to business litigation and arbitration, having joined their Corporate Governance Litigation and Crisis Law and Strategy practice group in January 2024. From March 2017 to December 2023, he was the Executive Vice President and General Counsel of Indigo Agriculture, Inc., a Boston-based agricultural technology start-up company. Previously, Mr. Dacier was the long-time General Counsel of EMC Corporation from 1990 until September 2016, when EMC was acquired by another technology company. 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, aviation, and government affairs departments. Other Current Public Company Boards: • AerCap Holdings NV (NYSE: AER), the world’s largest commercial aircraft leasing company, where he serves as Non-Executive Chair. Prior Public Company Boards in Last 5 Years: None. Director Since: June 2017 Age: 68 Current Board Committees: Nominating and Corporate Governance (Chair) Skills and Experiences: Leadership M&A Cybersecurity Strategy Public Company Board Service and Governance CSR Technology/ Software Industry Human Capital Management

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    Proposal 1: Election of Directors Director Since: June 2017 Age: 58 Current Board Committees: Audit; Mergers and Acquisitions/Strategy Skills and Experiences: Rainer Gawlick Independent Background: Dr. Gawlick is a public and private company board member and currently serves as Chair of Proto Labs, Inc. In addition, Dr. Gawlick serves on a number of private company boards including Plastik AI, Sectigo, Oktopost, Photoshelter (Chair), Chyron (Lead Independent Director), and Apprenti (Chair). Dr. Gawlick formerly served as President of Perfecto Mobile, Ltd., a leader in mobile testing, and as Executive Vice President of Global Sales at lntralinks, Inc., a computer software company providing virtual data rooms and other content management services. Previously, Dr. Gawlick served as Chief Marketing Officer of Sophos Ltd., a computer security company providing endpoint, network, and data protection software. Prior to that, 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. 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, where he serves as Chair. Prior Public Company Boards in Last 5 Years: None. AI Artificial Cybersecurity Product CSR Intelligence Development Go-to-Market/ Leadership Finance and Technology/ Accounting Software Sales Industry Strategy Public Company M&A Board Service and Governance

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    Director Since: October 2016 Age: 65 Skills and Experiences: Yogesh K. Gupta President and Chief Executive Officer Background: 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. Previously, 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 Chair of the Board of Directors, 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 which Mr. Gupta held various senior positions. Other Current Public Company Boards: None. Prior Public Company Boards in Last 5 Years: •Blackbaud, Inc. AI Public Company Human Capital Intelligence Artificial Cybersecurity Board Service Management and Governance CSR Leadership Finance and Technology/ Accounting Software Industry M&A Sales Development Go-to-Market/ StrategyProduct

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    Proposal 1: Election of Directors Director Since: November 2006 Age: 68 Current Board Committees: Audit (Chair); Mergers and Acquisitions/Strategy Skills and Experiences: Charles F. Kane Independent Background: Mr. Kane is currently Senior Lecturer, Global Economics and Management and Technological Innovation, Entrepreneurship and Strategic Management 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 which 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: •Alkami Technology, Inc. (Nasdaq: ALKT), a digital banking platform that enables banks and credit unions to grow confidently and compete with Megabanks and Fintechs. •Symbotic Inc. (Nasdaq: SYM), a robotics hardware and software company for supply chain management. Prior Public Company Boards in Last 5 Years: •Realpage, Inc. AI Artificial Cybersecurity Go-to-Market/ Product Intelligence Sales Development Human Capital CSR Leadership Finance and Management Accounting Public Company M&A Software Industry Technology/ Strategy Board Service and Governance

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    Proposal 1: Election of Directors Director Since: February 2018 Age: 52 Current Board Committees: Audit; Mergers and Acquisitions/Strategy (Chair) Skills and Experiences: Samskriti (Sam) Y. King Independent Background: Ms. King is Chief Executive Officer of Nasuni Corporation, a high-growth hybrid cloud data platform company, since April 2025. Prior to that, she was the Chief Executive Officer of Veracode, Inc., a leading provider of application security testing, from January 2019 to April 2024. Ms. King previously held various role sat Veracode, including having served as Senior Vice President and General Manager from July 2017 to January 2019, Chief Strategy Officer from August2015 until July 2017, and as Executive Vice President, Product Strategy and Corporate Development GM, Mobile from April 2012 until July 2015. Ms. King joined Veracode in November 2006 and also served as Veracode’s Senior Vice President, Product Marketing and Vice President, Service Delivery. Prior to joining Veracode, Ms. King held leadership positions in multiple cybersecurity and technology companies. Other Current Public Company Boards: None. Prior Public Company Boards in Last 5 Years: •ZeroFox Holdings, Inc. AI Artificial Cybersecurity Public Company Human Capital Intelligence Board Service Management and Governance Leadership Finance and Technology/ Go-to-Market/ Accounting Software Industry Sales StrategyProduct M&ACSR Development

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    Director Since: February 2008Age: 65Current Board Committees: Compensation (Chair)David A. Krall Independent Background: Mr. Krall currently serves 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 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. Mr. Krall also currently serves as a strategic advisor to Audinate Group Ltd (ASX:AD8) and as a board member of privately held DSP Concepts. Other Current Public Company Boards:•Harmonic Inc. (Nasdaq: HLIT), a leader in video delivery and cable access virtualization. Prior Public Company Boards in Last 5 Years:•Audinate Group Ltd Skills and Experiences: Mergers & Acquisitions Leadership Product Development Public Company Board Service and Governance Technology/ Software Industry Strategy AI Artificial Intelligence

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    Director Since: February 2018 Age: 59 Current Board Committees: Compensation; Mergers and Acquisitions/ Strategy Angela T. Tucci Independent Background: Ms. Tucci currently serves as the Chair of the Board of Trustees of the Anita Borg Institute for Women and Technology (AnitaB.org) and is the founder of CEO Success, LLC, which offers expert coaching for executive-level women and CEOs. Previously, she was the Chief Operating Officer of Uplight, Inc., a provider of end-to-end technology solutions dedicated to serving the energy ecosystem, from January 2020 until October 2022. Since December 2019, she has served as an advisor to TPG Celegene Aggregation GP, Inc. in connection with its then investment in CollabNet/Version One, now Digital.ai, for which she currently serves as a board member. 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 to July 2017. Prior to that, Ms. Tucci was Chief Revenue Officer, Office of the CEO of Rally Software Development Corp. from December 2014 to August 2015, when Rally was acquired by CA, Inc. Ms. Tucci joined Rally in December 2013 as Chief Marketing Officer. From January 2011 to August 2013, Ms. Tucci was Chief Strategy Officer of Symantec Corporation. Other Current Public Company Boards: None. Prior Public Company Boards in Last 5 Years: None. Skills and Experiences: Leadership Technology/ Software Industry Public Company Board Service and Governance Strategy Mergers & Acquisitions Go-to-Market/ Sales

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    Director Since: October 2019 Age: 72 Current Board Committees: Compensation; Nominating and Corporate Governance Vivian M. Vitale, NACD.DC Independent Background: 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, and held senior leadership roles at RSA Security, Unica Corporation and IBM. Ms. Vitale is National Association of Corporate Directors NACD Directorship Certified® since December 2022. Other Current Public Company Boards: • NetScout Systems, Inc. (Nasdaq: NTCT), a network performance management company. Prior Public Company Boards in Last 5 Years: None. Skills and Experiences: Cybersecurity Strategy CSR Public Company Board Service and Governance Leadership M&A Technology/ Software Industry Human Capital Management

  11. Table of Contents

    | • | Stock Option Grant Policy |

  12. Table of Contents

    Mr. Egan currently serves as our independent Board Chair and brings extensive board leadership experience as a director of publicly traded companies, including NetScout Systems, Inc., where he serves as Lead Independent Director, as well as previous tenures as a director of Verint Systems Inc., EMC Corporation, and VMWare, Inc. Mr. Egan also serves on the Board of Trilio, a privately held technology company. Mr. Egan has led global technology companies through strategic growth and operational change. His strong integrity and professional credibility with the other directors and executive officers has helped Mr. Egan to effectively oversee management and execute on the Company’s business strategy. Our Corporate Governance Guidelines do not require the separation of the roles of Board Chair and Chief Executive Officer, as our Board of Directors believes that it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the Company’s needs and leadership at a given point in time. We believe that an effective board leadership structure is highly dependent on the experience, skills, and personal interaction between those in leadership roles. Our policy is to have a Lead Independent Director if the Board Chair is not independent.

  13. Director Compensation

    Director Compensation We pay our non-employee directors a mix of cash and equity compensation. Employee directors receive no compensation for their service on the Board of Directors. In accordance with the Director Compensation Plan adopted by the Board for 2025, our non-employee directors were paid an annual retainer of $275,000, of which $50,000 was paid in cash and $225,000 in equity in the form of deferred stock units (“DSUs”) or restricted stock units (“RSUs”). Committee members and chairs also received the additional compensation described below. ANNUAL RETAINER ADDITIONAL ANNUAL CASH RETAINER Independent Board Chair – $100,000 $50,000 Audit Committee Compensation Committee Chair - $25,000 Chair - $25,000 Members - $20,000 Members - $15,000 Nominating and Corporate Governance Committee Mergers and Acquisitions/ Strategy Committee Chair - $12,500 Chair - $25,000 Members - $10,000 Members - $15,000 $225,000 Annual Equity Retainer Annual Cash Retainer Prior to adopting the 2025 Director Compensation Plan, the Compensation Committee received market data from Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent compensation consultant, and considered whether any changes in director compensation should be proposed. Based on the market data, the Compensation Committee recommended to the Board of Directors to increase the retainer paid to the Independent Board Chair and the Board of Directors adopted this recommendation; no other changes to director compensation were recommended or adopted. The cash retainers for Board of Directors and committee services were paid in June 2025 and the equity retainers were issued in June 2025. Pursuant to timely made annual elections, members of the Board of Directors receive their respective equity retainers in either DSUs or RSUs. The number of DSUs or RSUs granted was determined by dividing the equity retainer by the grant-date closing price of our common stock as reported on the Nasdaq Global Select Market. The DSUs and RSUs vest in a single installment on the date of the annual meeting of stockholders, subject to continued service on our Board of Directors through such date. DSUs do not convert to shares of common stock until a director terminates service on the Board of Directors. RSUs and DSUs would also convert into shares in connection with a change in control.

  14. Director Compensation

    | 42 | |

  15. Director Compensation

    Director Compensation Stock Ownership Guidelines Our Board of Directors has adopted stock ownership guidelines for non-employee directors. These guidelines provide for all non-employee directors to hold an amount of our common stock, restricted shares, restricted stock units, and/or vested DSUs having a value equal to at least five times the annual cash retainer. Directors have five years to attain this ownership threshold. As of the date of this Proxy Statement, all non-employee directors are in compliance with the stock ownership guidelines. Director Compensation Table—Fiscal Year 2025 The following table sets forth a summary of the compensation paid or granted to our non-employee directors for service on our Board of Directors in fiscal year 2025.

  16. Director Compensation

    | Name | Unvested DSUs and RSUs Outstanding at November 30, 2025(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | | Paul T. Dacier | 4,175 | 62,500 | 225,033 | 287,533 | | John R. Egan | 4,175 | 160,000 | 225,033 | 385,033 | | Rainer Gawlick | 4,175 | 85,000 | 225,033 | 310,033 | | Charles F. Kane | 4,175 | 90,000 | 225,033 | 315,033 | | Samskriti Y. King | 4,175 | 95,000 | 225,033 | 320,033 | | David A. Krall | 4,175 | 75,000 | 225,033 | 300,033 | | Angela T. Tucci | 4,175 | 80,000 | 225,033 | 305,033 | | Vivian M. Vitale | 4,175 | 75,000 | 225,033 | 300,033 |

  17. Director Compensation

    | (1) The number of outstanding unvested DSUs and RSUs held by each non-employee director as of November 30, 2025, is shown. No non-employee director held stock options. |

  18. Director Compensation

    | (2) Represents the fair value of the awards measured at the grant date. The number of units granted to each non-employee director in 2025 was determined by dividing the grant date value of the award, $225,000, by $53.90, the closing price of our common stock on the Nasdaq Global Select Market on July 2, 2025, rounded up to the nearest whole unit. |

  19. Director Compensation

    | 2026 Proxy Statement | 43 |

  20. Board Recommendation

    Fiscal Year 2025 Compensation Structure The Compensation Committee’s philosophy is to tie executive pay to Company performance, thereby creating alignment with our stockholders and driving the creation of sustainable long-term stockholder value. During fiscal year 2025, our compensation programs continued to reflect this philosophy and compensation earned reflected our business achievements. Our fiscal year 2025 budget and operating plan prioritized enhancing customer retention and reflected our expectations for strong recurring revenue and high renewal rates. Consistent with past years, we also prioritized operating our business as efficiently as possible, resulting in strong cash flow which allows us to continue to execute our Total Growth Strategy and return capital to Progress stockholders. As was the case in fiscal year 2024, the Compensation Committee utilized a combination of short and long-term compensation programs to advance our strategy. 2025 Executive Compensation Highlights Base Salaries for our named executive officers are targeted at market competitive levels 100% of annual cash bonuses for our named executive officers tied to achieving pre-established financial objectives that are difficult to attain and require achievement that is closely linked to our annual operating plan and budget, and publicly announced expectations Payouts of annual cash bonuses capped at 150% of target amounts 50% of annual target equity opportunity for our named executive officers was delivered in the form of cliff-vested performance-based stock units tied to three-year relative total stockholder return and cumulative operating income metrics 30% of annual target equity opportunity for our named executive officers was delivered in the form of time-based restricted stock units and 20% in the form of stock options Our compensation program for fiscal year 2025 remained largely consistent with our fiscal year 2024 compensation structure. The Compensation Committee, in consultation with Pay Governance, its independent compensation consultant, reviewed our fiscal year 2025 compensation structure in November 2024 and January 2025. Consistent with prior years, our annual and long-term incentive plans were designed to achieve financial goals related to our business plan for fiscal year 2025 and in line with our financial guidance to stockholders. For fiscal year 2025, the Compensation Committee added ARR as a performance metric in our Corporate Bonus Plan to better reflect the Company’s focus on the durability of our recurring revenue. With the addition of ARR, the 2025 Corporate Bonus Plan included the following financial metrics (weighted as indicated): ARR (20%), total revenue (20%, reduced from 40% last year), total non-GAAP operating income (40%) and total adjusted free cash flow (20%). For fiscal year 2025, payouts under our Corporate Bonus Plan were made at 130% of target, based on our solid performance. The construct, underlying metrics, and resulting performance and payout outcome under the Corporate Bonus Plan are described further in the section below entitled “Cash Incentive Compensation”. The three-year performance period for PSUs awarded under our 2023 Long-Term Incentive Plan (“LTIP”) ended on November 30, 2025. Based on our relative total stockholder return (“TSR”) and cumulative total operating income, 87% of the awarded PSUs were earned, as described further in the section entitled “2025 Executive Compensation Decisions—Equity Compensation—PSUs” below.

  21. Board Recommendation

    Compensation Governance What We Do: % % 70% of annual equity award is performance-based, through performance-based stock units and stock options % Grant performance-based equity awards with performance measures that span three years % Maintain stock ownership guidelines to ensure our directors’ and executives’ interests are aligned with those of our stockholders % Clawback Policy: our compensation recovery policy is in line with the SEC’s rules and the Nasdaq Listing Rules % Cap the amounts our executives can earn under our annual and long-term incentive plans % Compensation Committee retains independent compensation consultant What We Don’t Do: × × No excessive perquisites × No guaranteed salary increases or non-performance-based bonuses × No pledging or hedging of Company stock by directors or executive officers × No excise tax gross-ups Response to 2025 Say-on-Pay Vote and the Evolution of our Executive Compensation Programs

  22. Board Recommendation

    Role of Compensation Consultant Our Compensation Committee again retained Pay Governance to advise it on matters related to executive compensation for fiscal year 2025. Other than providing limited guidance regarding our broad-based equity plan design for all employees, Pay Governance did not provide any services for management in fiscal year 2025. 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 fiscal year 2025, 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 Progress 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. With management’s input, and focus on the following considerations, Pay Governance provided recommendations on the composition of our peer group for fiscal year 2025. General Description Application Software or Systems Software companies, as defined by the S&P Global Industry Classification Standard, which operate in similar or related businesses and with which Progress competes for business or talent. Criteria Considered

  23. Board Recommendation

    For fiscal year 2025, the Compensation Committee removed four peer companies utilized in 2024 and added four new peer companies as shown in the table below. The four companies removed (Avid Technology, Inc., Everbridge, Inc., New Relic, Inc. and Xperi Inc.) no longer meet our criteria for inclusion (e.g., public companies with revenues or market caps within the ranges specified above).

  24. Board Recommendation

    | Peer Group List | | | | ACI Worldwide, Inc.* | E2open Parent Holdings, Inc.* | Smartsheet Inc.* | | Appian Corporation | Manhattan Associates, Inc. | SolarWinds Corporation* | | Aspen Technology, Inc. | N-able, Inc. | SPS Commerce, Inc. | | Blackbaud, Inc. | Pegasystems, Inc. | Verint Systems, Inc. | | CommVault Systems, Inc. | Qualys, Inc. | | | Dynatrace, Inc. | Rapid7, Inc. | | | * Added for 2025. | | |

  25. Board Recommendation

    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 a total growth strategy like ours. Survey Data The executive compensation analysis prepared by Pay Governance also included data from Radford’s 2024 Global Compensation Database for U.S.-based companies with revenues, market cap and headcount similar to ours. The Compensation Committee used this data to compare the current compensation for executive roles where applicable peer group proxy pay data was unavailable to determine the relative market value for each position, based on direct, quantitative comparisons of pay levels. Competitive Positioning Fiscal year 2025 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 fiscal year 2025, sought to target total direct compensation for the named executive officers as a group within a competitive range of the 50th percentile of our peer group in setting our executive compensation programs. Additional adjustments were considered based on individual tenure, experience, performance, criticality of role, succession planning, internal pay equity, and historical pay levels. Components of Executive 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 salary, annual cash bonus, and long-term equity awards. The objectives and key attributes of these components, as well as how each element accomplishes the goals and objectives of our overall program, are summarized below.

  26. Board Recommendation

    Compensation Element Objective Key Attributes Key Features Fixed Compensation Base Salary To secure and retain services of key executive talent by providing a fixed level of cash compensation Aligns with scope and complexity of role and prevailing market conditions; salary levels are generally at market median Adjustments may be made to reflect market conditions for a position, changes in responsibilities, individual performance, or internal pay equity Performance-Based Compensation Annual Cash Bonus To encourage and reward annual corporate performance that enhances short and long-term stockholder value 100% financial/formulaic Fiscal Year 2025 metrics utilized are: Total revenue (20%) ARR (20%) Total non-GAAP operating income (40%) Total adjusted free cash flow (20%) Cash bonuses are based on percentage of base salary, with actual awards based exclusively on attainment of objective corporate financial goals. For General Managers, two-sevenths of the total bonus opportunity is also tied to business unit performance goals under the Sales Leader Plan. PSUs under the Long-Term Incentive Plan To align the interests of management with those of our stockholders, with the goal of creating long-term growth and value 50% of annual equity award; three-year performance period with three-year cliff-vesting Performance metrics utilized are: 75% non-GAAP operating income (subject to 35% annual non-GAAP operating margin threshold) 25% relative TSR in comparison to the S&P Software and Services Select Industry Index Restricted Stock Units To retain executive talent 30% of annual equity award; vesting over three years Stock Options To align the interests of management with those of our stockholders, with the goal of creating long-term growth and value 20% of annual equity award; vesting over four years with a seven-year expiration Exercise price equal to fair market value on date of grant The non-GAAP metrics used in our compensation program exclude the impact of certain items, including (as applicable) acquisition-related revenue, amortization of acquired intangibles, stock-based compensation, restructuring expenses, acquisition-related expenses, cyber incident and vulnerability response expense, and the impact of such adjustments. These metrics are calculated quarterly and are publicly disclosed as part of our quarterly earnings releases. The non-GAAP metrics used in our compensation program exclude the impact of certain items, including (as applicable) acquisition-related revenue, amortization of acquired intangibles, stock-based compensation, restructuring expenses, acquisition-related expenses, cyber incident and vulnerability response expense, and the impact of such adjustments. These metrics are calculated quarterly and are publicly disclosed as part of our quarterly earnings releases.

  27. Board Recommendation

    | Name | 2025 Annual base salary | YOY change for base salary (%) | 2025 Target annual Cash Incentive Award (% of salary) | YOY Change for Target Annual Cash Incentive (as % of salary)(1) | 2025 Target Value of Equity Awards ($)(2) | YOY change for Target Value of Equity Awards(1) | | Yogesh Gupta | $650,000 | 8.33% | 100.00% | 0.00% | $9,000,000 | 5.88% | | Anthony Folger | $460,000 | 4.55% | 70.00% | 5.00% | $3,300,000 | 15.79% | | John Ainsworth | $450,000 | 5.88% | 70.00% | 10.00% | $1,850,000 | 37.04% | | Loren Jarrett | $450,000 | 5.88% | 70.00% | 10.00% | $1,850,000 | 37.04% | | Sundar Subramanian | $450,000 | 5.88% | 70.00% | 10.00% | $1,850,000 | 37.04% |

  28. Board Recommendation

    | (2) Equity Award total split 50% PSUs, 30% RSUs, and 20% Options. |

  29. Cash Compensation

    Cash 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 fiscal year 2025 (expressed as a percentage of base salary earned during the year) for each named executive officer in January 2025. The percentages increased from fiscal year 2024 to align with market positioning of each role. In setting the target levels, the Compensation Committee considered each named executive officer’s 2025 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 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. In the case of Ms. Jarrett and Messrs. Ainsworth and Subramanian, as named executive officers who served as General Managers in fiscal year 2025, five-sevenths of their respective target bonus was tied to performance under the fiscal year 2025 Corporate Bonus Plan and two-sevenths of their respective target bonus was tied to the achievement of financial objectives with respect to the products for which they are responsible under the Sales Leader Plan.

  30. 2025 Plan Design

    | | Performance and Payout | | | | Performance Metric | Threshold | Target | Maximum | | Total Revenue (% of performance target) | 98% | 100% | 102% | | ARR (% of performance target) | 98% | 100% | 102% | | Total Non-GAAP Operating Income (% of performance target) | 94% | 100% | 106% | | Total Adjusted Free Cash Flow (% of performance target) | 96% | 100% | 108% | | Payout Percentage(1) | 25% | 100% | 150% |

  31. Amounts Earned under the 2025 Corporate Bonus Plan

    Amounts Earned under the 2025 Corporate Bonus Plan As a result of our performance during fiscal year 2025, the Compensation Committee approved an overall payout percentage of 130% under the fiscal year 2025 Corporate Bonus Plan. This reflects weighted average payouts for total revenue of 88%, ARR of 110%, total non-GAAP operating income of 150%, and total adjusted free cash flow of 150%. For all named executive officers, the actual bonuses earned were based entirely on financial metrics 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 fiscal year 2025 Corporate Bonus Plan.

  32. Amounts Earned under the 2025 Corporate Bonus Plan

    | NEO | Target under Corporate Bonus Plan ($)(1) | Amount Earned ($) | | Yogesh Gupta | 650,000 | 845,000 | | Anthony Folger | 322,000 | 418,600 | | John Ainsworth | 225,000 | 292,500 | | Loren Jarrett | 225,000 | 292,500 | | Sundar Subramanian | 225,000 | 292,500 |

  33. Amounts Earned under the 2025 Corporate Bonus Plan

    | (1) Target annual bonus for Messrs. Ainsworth and Subramanian and Ms. Jarrett above reflects the incentive opportunity tied to the Corporate Bonus Plan (50% of base salary). Each of these executives also received an incremental incentive opportunity equal to 20% of base salary under the Sales Leader Plan, resulting in total earned amounts of $386,757, $387,770, and $377,216, respectively. |

  34. Amounts Earned under the 2025 Corporate Bonus Plan

    Equity Compensation We use equity compensation to attract, retain, motivate and reward our executive officers and other employees and to align our executives’ interests with those of our stockholders. 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 the relative weighting of these awards within total executive compensation are 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.

  35. Amounts Earned under the 2025 Corporate Bonus Plan

    | 2026 Proxy Statement | 59 |

  36. Amounts Earned under the 2025 Corporate Bonus Plan

    The following is a summary of our fiscal year 2025 equity program.

  37. Amounts Earned under the 2025 Corporate Bonus Plan

    | Program | Fiscal Year 2025 Equity Program | | Form of Equity | Performance-Based Stock Units equal to 50% of annual grant value | | | Time-Based Restricted Stock Units equal to 30% of annual grant value | | | Non-Qualified Stock Options equal to 20% of annual grant value | | Performance Periods | PSUs have three-year performance period | | Metrics | 75% of PSUs are tied to cumulative non-GAAP operating income and 25% are tied to relative TSR | | Vesting | Time-based RSUs vest in six equal installments over three years Stock options vest in eight equal installments over four years PSUs: three-year cliff vest | | | • With respect to the TSR metric, participants can earn between 0% to 200% of the target number of PSUs, with threshold vesting at the 35th percentile, target at the 55th percentile, and maximum vesting at the 90th percentile | | | • With respect to the non-GAAP operating income metric, participants can earn between 0% and 200% of the target number of PSUs, subject to a 35% annual operating margin threshold | | Frequency of Grant | Annual |

  38. Target Value and Award Determination

    Target Value and Award Determination The Compensation Committee reviews the mix of equity awards granted to our executive officers on an annual basis. Consistent with the Compensation Committee’s philosophy that a significant portion of the equity mix to executive officers should be tied to our long-term performance, the Compensation Committee determined that there should be no changes to the equity mix utilized for fiscal year 2025. Accordingly, the equity mix for fiscal year 2025 was 50% PSUs, 30% RSUs, and 20% stock options. To determine the size of the individual annual equity awards to our executive officers, 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, each executive’s performance over a multi-year period and the Compensation Committee’s assessment of the value the individual delivers to the organization, the burn rate of the executive grants, and the degree to which those amounts are aligned with our goals of motivating and retaining key employees.

  39. RSUs

    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 year 2025 equity program were issued on January 23, 2025. The Compensation Committee awarded these RSUs as a dollar amount, which were then converted to RSUs based on our closing stock price as reported on the Nasdaq Global Select Market on the date of grant.

  40. RSUs

    | 60 | |

  41. Stock Options

    Stock Options Stock option awards provide individuals with the right to purchase shares of our common stock at a fixed exercise price following vesting of the award, typically for a period of seven years, subject to continuous employment with the 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, which are 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 the 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 year 2025 equity program were issued on January 23, 2025. 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.

  42. PSUs

    PSUs PSUs under our long-term equity incentive compensation plan are awarded to our NEOs and other executive officers and represent 50% of the total annual equity compensation granted to these individuals. PSUs are subject to the performance criteria described below over a three-year performance period and are earned only to the extent the performance criteria are achieved:

  43. Total Stockholder Return (TSR)—Target Ties Incentive Program to Enhancing Stockholder Value

    Total Stockholder Return (TSR)—Target Ties Incentive Program to Enhancing Stockholder Value 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 measurement period. Under the 2025 LTIP, relative TSR performance must be at 55% of the index group for our executives to earn 100% of the target award. And regardless of our relative position, the TSR metric award will be capped at 100% if our absolute TSR over the measurement period is negative. Executives can earn between 0% and 200% (the maximum payout under the LTIP) of the target number of PSUs attributable to the relative TSR metric.

  44. Operating Income—Target Ties Incentive Program to Profitable Growth

    Operating Income—Target Ties Incentive Program to Profitable Growth Under the 2025 LTIP, the cumulative three-year operating income target is based on the sum of the operating income amounts for 2025, 2026, and 2027 (as reflected in our 2025 strategic plan). Participants can earn between 0% and 200% of the target number of PSUs attributable to the operating income metric. Progress must achieve 99% of the operating income target for a given performance period for our executives to receive a payout with respect to this metric.

  45. Operating Income—Target Ties Incentive Program to Profitable Growth

    | Since we implemented our Total Growth Strategy, the Compensation Committee has incorporated the ROIC of acquired businesses into updated LTIP targets for our executives. Therefore, upon the closing of any M&A transaction, we update the operating income target to incorporate the acquisition model’s forecast of the acquired company’s operating income. These adjustments ensure that our LTIP targets reflect the executive team’s ability to execute our Total Growth Strategy. | |

  46. Operating Income—Target Ties Incentive Program to Profitable Growth

    Price Paid ROIC > WACC Financial Model for Acquisition Operating Income LTIP

  47. Operating Income—Target Ties Incentive Program to Profitable Growth

    | 2026 Proxy Statement | 61 |

  48. Operating Income—Target Ties Incentive Program to Profitable Growth

    The graphic below illustrates the effect on the operating income target if we acquire two companies during the term of the performance measurement period, with both acquisitions occurring at the beginning of a fiscal year. Plan Year 1 Plan Year 2 Plan Year 3 Additive Operating Income from Acquisition 2 Additive Operating Income from Acquisition 1 PRGS Operating Income The operating income metric also contains a 35% annual operating margin threshold “performance gatekeeper,” which applies at all levels of performance and requires that annual operating margin to be at or above 35% for each of 2025, 2026, and 2027 or no payout can occur with respect to this metric, regardless of cumulative operating income. Due to volatility injected during the integration of newly acquired businesses, this performance gatekeeper threshold only considers the financial results of acquired businesses after the completion of four full quarters under Progress’ direction.

  49. Fiscal 2023 LTIP

    Fiscal 2023 LTIP The three-year performance period with respect to the LTIP awarded in 2023 (the “2023 LTIP”) finished on November 30, 2025.

  50. Fiscal 2023 LTIP

    | • | TSR: Based on the price of our common stock for the 30-day trading period ending November 30, 2025, our TSR relative to the S&P Software & Services Index for the same period placed us at 32%, which resulted in a TSR metric payout percentage of 0%. |

  51. Fiscal 2023 LTIP

    | • | Operating Income: Based on our actual total three-year operating income for fiscal 2023-2025 above our target, the payout percentage with respect to the operating income metric was 116%. The Operating Income target was set at the beginning of fiscal 2023 based on the Company’s three-year financial plan and consistent with the annual financial guidance released to stockholders in the first quarter of fiscal 2023. Following the acquisitions of MarkLogic and ShareFile, the Compensation Committee adjusted the operating income targets for the performance period following each acquisition based on the acquisition models, which required our ROIC to be greater than our WACC. |

  52. Fiscal 2023 LTIP

    Combining the two metrics, with TSR weighted at 25% and operating income weighted at 75%, resulted in a blended payout of 87% under the Fiscal 2023 LTIP. The following table shows the portion of the 2023 PSUs earned by our named executive officers based on Company performance.

  53. Fiscal 2023 LTIP

    | Named Executive Officer | Target PSU Value ($) | Target PSUs (#)(1) | PSUs Earned | | Yogesh Gupta | 3,500,000 | 68,081 | 59,230 | | Anthony Folger | 1,300,000 | 25,287 | 22,000 | | John Ainsworth | 600,000 | 11,671 | 10,154 | | Loren Jarrett | 600,000 | 11,671 | 10,154 | | Sundar Subramanian | 600,000 | 11,671 | 10,154 |

  54. Fiscal 2023 LTIP

    | (1) Target PSUs for the 2023 LTIP were determined by dividing the Target LTIP Value listed above by the closing price on the Nasdaq Global Select Market on the date of grant, which was $51.41 on January 19, 2023. |

  55. Fiscal 2023 LTIP

    | 62 | |

  56. Fiscal 2025 LTIP Design

    Fiscal 2025 LTIP Design For fiscal 2025, the Compensation Committee, in consultation with Pay Governance and management, reviewed the terms of the fiscal 2024 LTIP to ensure that the plan was aligned with the objectives of the Compensation Committee and with market practices. The Compensation Committee concluded that the fiscal 2024 LTIP met the objectives of the Compensation Committee because the terms of the LTIP tied the vesting of the PSUs to the long-term objectives of achieving both enhanced stockholder value and profitable growth. Pay Governance advised the Compensation Committee that the terms of the fiscal 2024 LTIP were consistent with market practices. Based on this review, the Compensation Committee determined that the metrics and terms of the fiscal 2025 LTIP should remain largely consistent with the fiscal 2024 LTIP. The Compensation Committee left unchanged the payout scale utilized in fiscal 2024 to reflect current trends and stockholder-friendly practices (e.g., above-median performance required to achieve target payout). For the fiscal 2025 LTIP, the three-year performance period commenced on December 1, 2024, and will end on November 30, 2027. The operating income target was set at the beginning of fiscal 2025 based on the Company’s three-year financial plan, which was aligned with the annual financial guidance released to stockholders in the first quarter of fiscal 2025. The below table sets forth the payout criteria for the 2025 LTIP:

  57. Fiscal 2025 LTIP Design

    | | % of Target Earned(1) | | | | | | | Performance Metric | Weight | 0% | 50% | 100% | 150% | 200% | | Relative TSR Performance (% Rank) | 25% | <35% | 35% | 55% | 75% | 90% | | Operating Income (three-year Cumulative)(2) | 75% | <$1,074 | $1,080 | $1,085 | $1,112 | $1,139 |

  58. Fiscal 2025 LTIP Design

    (1) Award interpolated for performance within stated percentiles. (2) $ amounts in millions and using budgeted exchange rates. Other Compensation Elements

  59. Fiscal 2025 LTIP Design

    | Compensation Element | Objective | Key Features | | Other Compensation | To provide benefits that promote employee health and welfare, which assists in attracting and retaining our executive officers | Indirect compensation 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 and dedication to their responsibilities and objectivity in order to maximize stockholder value, including in the event of a transaction that could result in a change in control of the 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 the Company as described below under “Executive Compensation—Severance and Change in Control Agreements” and “Estimate of Severance and Change in Control Benefits” |

  60. Fiscal 2025 LTIP Design

    | 2026 Proxy Statement | 63 |

  61. Fiscal 2025 LTIP Design

    Other Executive Compensation Matters 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. Although the Compensation Committee may decide, in its sole discretion, to deviate from this equity grant timing depending upon facts and circumstances (i.e., a pending material business development), 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 typically makes awards at regularly scheduled Compensation Committee meetings, and awards are not granted during regular quarterly trading blackout periods (awards are made at least two days after earnings releases and periodic SEC filings). With respect to our annual equity grants, the Compensation Committee typically approves such grants at its regular meeting held in January of each year. If the Compensation Committee’s meeting is held before the filing of our Annual Report on Form 10-K for the recently completed fiscal year, then such equity grants will typically be granted effective as of the second trading day following the filing of our Annual Report on Form 10-K for such recently completed fiscal year (with the first day being the day after the filing date), and any options granted will have a per share exercise price equal to the closing price of our common stock on the grant date. Stock Ownership Guidelines Our Board of Directors has adopted stock ownership guidelines for our executive officers, including our named executive officers. These guidelines provide for the Chief Executive Officer to hold an amount of our common stock, restricted shares, and/or restricted stock units having an aggregate value equal to at least three times their base salary. For other senior executive officers, the stock ownership requirement is at least an amount equal to their base salary. Executive officers have five years to attain the applicable ownership threshold. As of the date of this Proxy Statement, all the executive officers met the applicable ownership threshold. Compensation Recovery Policy Our Board of Directors has reviewed the Nasdaq and SEC compensation clawback requirements and approved a fully compliant clawback policy. This policy applies to current and former Section 16 officers and provides for the recovery by the Company, following a financial restatement, of any incentive compensation received in excess of what would have been received had such compensation been determined based on our restated financials. The Compensation Committee periodically reviews the Company’s approach to clawbacks. 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, without prior approval. Stock options granted under our stock option plans are not deemed to be derivative securities covered by this policy.

  62. Fiscal 2025 LTIP Design

    | 64 | |

  63. Fiscal 2025 LTIP Design

    Insider Trading Policy We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Listing Rules. Our policy prohibits our employees and related persons and entities from trading in securities of Progress and other companies while in possession of material, non-public information. Our policy also prohibits our employees from disclosing material, non-public information of Progress, or another publicly traded company, to others who may trade on the basis of that information. Our policy requires that certain employees of the Company (director-level and above) and other designated employees only transact in Progress securities during an open trading window period, subject to limited exceptions. In addition, employees of the Company at or above a certain level of seniority are required to obtain approval in advance of transactions in Progress securities. Our executive officers and directors must also comply with additional trading restrictions. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Tax and Accounting Considerations and Compensation Recovery Policies

  64. Section 409A of the Internal Revenue Code

    Section 409A of the Internal Revenue Code Section 409A of the Internal Revenue Code imposes additional significant taxes if 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 with our named executive officers, contain provisions that are intended to either be exempt from 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.

  65. Analysis of Risks Associated with Our Compensation Plans

    Analysis of Risks Associated with Our Compensation Plans In setting compensation, the Compensation Committee considers the risks to our stockholders and to the achievement of our goals that may be inherent in the compensation plans and programs for all employees, including our executives. When evaluating our overall executive compensation program, the Compensation Committee considers whether the program is based on the appropriate philosophy, benchmarked against the appropriate peer group, and balanced between long and short-term performance targets and Company and individual performance. Although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe our compensation plans and programs are appropriately structured so as not to encourage our employees to take excessive or unreasonable risks. We considered the following elements of our compensation plans and policies when evaluating whether such plans and policies are structured to encourage our employees to take unreasonable risks:

  66. Analysis of Risks Associated with Our Compensation Plans

    | • | 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 risk. |

  67. Analysis of Risks Associated with Our Compensation Plans

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

  68. Analysis of Risks Associated with Our Compensation Plans

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

  69. Analysis of Risks Associated with Our Compensation Plans

    | • | 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. |

  70. Analysis of Risks Associated with Our Compensation Plans

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

  71. Analysis of Risks Associated with Our Compensation Plans

    | • | 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 the Company. |

  72. Analysis of Risks Associated with Our Compensation Plans

    | • | 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. |

  73. Analysis of Risks Associated with Our Compensation Plans

    | • | Our long-term performance-based equity awards are based on multi-year criteria that align with our stockholders’ interests that we grow the Company in a highly profitable and disciplined manner. |

  74. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

  75. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Yogesh Gupta, Chief Executive Officer | 2025 | 649,038 | 7,043,127 | 1,800,010 | 845,000 | 197,633 | 10,534,808 | | | 2024 | 623,077 | 6,995,912 | 1,700,007 | 762,000 | 293,890 | 10,374,886 | | | 2023 | 598,750 | 5,784,591 | 1,400,004 | 642,000 | 210,189 | 8,635,534 | | Anthony Folger, Executive Vice President, Chief Financial Officer | 2025 | 459,615 | 2,582,482 | 660,010 | 418,600 | 79,302 | 4,200,010 | | | 2024 | 456,923 | 2,345,734 | 570,012 | 363,220 | 108,041 | 3,843,930 | | | 2023 | 438,750 | 2,148,576 | 520,014 | 306,020 | 126,020 | 3,539,380 | | John Ainsworth, Executive Vice President and General Manager, Application and Data Platform | 2025 | 449,519 | 1,447,758 | 370,003 | 292,500 | 139,290 | 2,699,071 | | | 2024 | 441,346 | 1,111,199 | 270,010 | 269,875 | 104,518 | 2,196,948 | | | 2023 | 423,250 | 991,659 | 240,013 | 227,375 | 110,441 | 1,992,738 | | Loren Jarrett, Executive Vice President and General Manager, Digital Experience | 2025 | 449,519 | 1,447,758 | 370,003 | 292,500 | 140,303 | 2,700,084 | | | 2024 | 441,346 | 1,111,199 | 270,010 | 269,875 | 98,661 | 2,191,091 | | | 2023 | 423,250 | 991,659 | 240,013 | 227,375 | 101,755 | 1,984,052 | | Sundar Subramanian Executive Vice President and General Manager, Infrastructure Management | 2025 | 449,519 | 1,447,758 | 370,003 | 292,500 | 128,327 | 2,688,107 | | | 2024 | 441,346 | 1,111,199 | 270,010 | 269,875 | 96,357 | 2,188,787 | | | 2023 | 426,586 | 991,659 | 240,013 | 227,375 | 119,054 | 2,004,687 |

  76. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | (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, 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 2025 Annual Equity Program described in “Compensation Discussion and Analysis” in this Proxy Statement and Note 10 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. The value at grant date of the PSUs included in the amounts shown in this column, assuming the highest level of performance conditions achieved (payout at 200% at target) are: $9,000,048, $8,500,085 and $7,000,088 for Mr. Gupta for fiscal year 2025, 2024, and 2023, respectively; $3,300,021, $2,850,094 and $2,600,009 for Mr. Folger for fiscal year 2025, 2024, and 2023, respectively; and $1,850,038, $1,350,099 and $1,200,012 for Ms. Jarrett, Mr. Ainsworth, and Mr. Subramanian for fiscal year 2025, 2024, and 2023, respectively. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO upon the exercise of the stock options or any sale of the underlying shares of common stock. |

  77. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | 68 | |

  78. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | (2) Represents the grant date fair value of options on the date of grant. The amounts reported represent the aggregate grant date fair value of the stock options awarded to our NEOs in the years reflected above, calculated in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 10 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO upon the exercise of the stock options or any sale of the underlying shares of common stock. |

  79. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | (3) The amounts listed reflect the amounts earned under our Corporate Bonus Plan. For all individuals, bonus payments were accrued and earned in the year indicated and paid in the succeeding fiscal year. |

  80. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | (4) Amounts listed in this column for 2025 and prior years include: |

  81. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | Name | Company Contributions (401(k)) ($) | Insurance Premiums ($) | Sales Leader Plan ($) | Taxable/ Fringe Benefit Expenses ($) | Dividend Equivalents ($) | | Mr. Gupta | | | | | | | 2025 | 10,038 | 1,079 | — | — | 186,516 | | 2024 | 9,889 | 720 | — | 24,897* | 258,384 | | 2023 | 30,000 | 720 | — | 707 | 178,762 | | Mr. Folger | | | | | | | 2025 | 10,500 | 993 | — | 75 | 67,735 | | 2024 | 10,350 | 633 | — | — | 97,058 | | 2023 | 30,000 | 634 | — | — | 95,386 | | Mr. Ainsworth | | | | | | | 2025 | 10,500 | 971 | 94,257 | — | 33,562 | | 2024 | 10,350 | 612 | 47,653 | 42 | 45,861 | | 2023 | 30,000 | 612 | 47,031 | 405 | 32,393 | | Ms. Jarrett | | | | | | | 2025 | 10,500 | 971 | 95,270 | — | 33,562 | | 2024 | 10,350 | 612 | 41,838 | — | 45,861 | | 2023 | 22,500 | 612 | 45,790 | 460 | 32,393 | | Mr. Subramanian | | | | | | | 2025 | 9,077 | 971 | 84,716 | — | 33,562 | | 2024 | 9,916 | 612 | 39,626 | 343 | 45,861 | | 2023 | 22,500 | 612 | 35,575 | 31,708 | 28,659 |

  82. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | * Attendance at Company-hosted business event, including travel and participation by Mr. Gupta’s spouse. Amount includes $10,312 reimbursement for the payment of taxes by Mr. Gupta related to this event. |

  83. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    | 2026 Proxy Statement | 69 |

  84. Summary Compensation Table—Fiscal Years 2025, 2024, and 2023

    Grants of Plan-Based Awards

  85. Grants of Plan-Based Awards Table—2025

    Grants of Plan-Based Awards Table—2025

  86. Grants of Plan-Based Awards Table—2025

    | | | | | | | | | All Other | All Other | | | | | | | | | | | | Stock | Option | Exercise | Grant | | | | | | | | | | Awards: | Awards: | of or | Date Fair | | | | | | | | | | Number of | Number | Base | Value of | | | | Estimated Future Pay-outs | | | Estimated Future Pay-outs | | | Shares of | Securities | Price of | Stock and | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Stock | Underlying | Option | Option | | | | Plan Awards | | | Plan Awards | | | or Units | Options | Awards | Awards | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Name | Date(1) | ($)(2) | ($)(2) | ($)(2) | (#)(3) | (#)(3) | (#)(3) | (#)(4) | (#)(5) | ($/Sh) | ($)(6) | | Yogesh Gupta | — | 162,500 | 650,000 | 975,000 | — | — | — | — | — | — | — | | | 1/23/2025 | — | — | — | 9,770 | 83,149 | 166,298 | — | — | — | 4,500,024 | | | 1/23/2025 | — | — | — | — | — | — | 49,890 | — | — | 2,700,047 | | | 1/23/2025 | — | — | — | — | — | — | — | 113,137 | 54.12 | 1,800,010 | | Anthony Folger | — | 80,500 | 322,000 | 483,000 | — | — | — | — | — | — | — | | | 1/23/2025 | — | — | — | 3,582 | 30,488 | 60,976 | — | — | — | 1,650,011 | | | 1/23/2025 | — | — | — | — | — | — | 18,293 | — | — | 990,017 | | | 1/23/2025 | — | — | — | — | — | — | — | 41,484 | 54.12 | 660,010 | | John Ainsworth | — | 78,750 | 315,000 | 472,500 | — | — | — | — | — | — | | | | 1/23/2025 | — | — | — | 2,008 | 17,092 | 34,184 | — | — | — | 925,019 | | | 1/23/2025 | — | — | — | — | — | — | 10,255 | — | — | 555,001 | | | 1/23/2025 | — | — | — | — | — | — | — | 23,256 | 54.12 | 370,003 | | | | — | — | — | — | — | — | | — | — | | | Loren Jarrett | — | 78,750 | 315,000 | 472,500 | — | | | | | | | | | 1/23/2025 | — | — | — | 2,008 | 17,092 | 34,184 | — | — | — | 925,019 | | | 1/23/2025 | — | — | — | — | — | — | 10,255 | — | — | 555,001 | | | 1/23/2025 | — | — | — | — | — | — | — | 23,256 | 54.12 | 370,003 | | Sundar Subramanian | — | 78,750 | 315,000 | 472,500 | — | — | — | — | — | — | — | | | 1/23/2025 | — | — | — | 2,008 | 17,092 | 34,184 | — | — | — | 925,019 | | | 1/23/2025 | — | — | — | | — | — | 10,255 | — | — | 555,001 | | | 1/23/2025 | — | — | — | | — | — | — | 23,256 | 54.12 | 370,003 |

  87. Grants of Plan-Based Awards Table—2025

    | (1) Awards granted on January 23, 2025, were approved by the Compensation Committee on January 13, 2025. |

  88. Grants of Plan-Based Awards Table—2025

    | (2) These columns indicate the range of payouts (25%, 100%, and 150%) targeted for fiscal year 2025 performance under our Corporate Bonus Plan as described in “Compensation Discussion and Analysis” in this Proxy Statement. The actual payout with respect to fiscal year 2025 for each named executive officer is shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” For Messrs. Ainsworth and Subramanian and Ms. Jarrett, two-sevenths of amounts are tied to performance under the Sales Leader Plan. |

  89. Grants of Plan-Based Awards Table—2025

    | (3) These columns represent performance share units awarded under our Long-Term Incentive Plan. The amounts shown indicate the potential performance share units at threshold, target, and maximum levels of performance. If the threshold is not achieved, no performance share units will be earned with respect to that performance metric. See “Compensation Discussion and Analysis” section of this Proxy Statement for additional discussion of the Long-Term Incentive Plan. |

  90. Grants of Plan-Based Awards Table—2025

    | (4) Represents RSUs that vest, subject to continuous employment, in six equal installments over three years beginning approximately nine months after the date of issuance. |

  91. Grants of Plan-Based Awards Table—2025

    | (5) Represents stock options that vest, subject to continuous employment, in eight equal installments over four years beginning approximately nine months after date of issuance. |

  92. Grants of Plan-Based Awards Table—2025

    | (6) For RSUs and PSUs, the value shown is the fair value of the awards, measured at the grant date. For 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 10 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. The closing price of our stock on the Nasdaq Global Stock Market on January 23, 2025, was $54.12. |

  93. Grants of Plan-Based Awards Table—2025

    | 70 | |

  94. Grants of Plan-Based Awards Table—2025

    Narrative Description of Summary Compensation Table and Grants of Plan-Based Awards Table 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 the section entitled “Compensation Discussion and Analysis” of this Proxy Statement. As discussed in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the 2025 non-equity incentive awards were granted pursuant to the fiscal year 2025 Corporate Bonus Plan, with amounts to be earned based on the achievement of certain financial targets. In fiscal year 2025, we achieved strong performance under our bonus plan with respect to the revenue, ARR, non-GAAP operating income, and the adjusted free cash flow metrics, which resulted in an overall payout percentage of 130% under the 2025 Corporate Bonus Plan. As discussed in greater detail in the “Compensation Discussion and Analysis” section of 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 2027 fiscal year, contingent upon each named executive officer’s continued service. The RSUs granted to our named executive officers in 2025 vest in equal installments every six months over three years, subject to continuous employment. There is no purchase price associated with PSU or RSU awards. The stock options granted to our named executive officers in 2025 vest in equal installments every six months over four years, subject to continuous employment. The stock options have an exercise price equal to the closing price of our common stock on the date of grant.

  95. Grants of Plan-Based Awards Table—2025

    | 2026 Proxy Statement | 71 |

  96. Grants of Plan-Based Awards Table—2025

    Outstanding Equity Awards The following table sets forth certain information with respect to the outstanding equity awards at November 30, 2025, for each of the named executive officers.

  97. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  98. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | Option Awards | | | | | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | | | | | | Incentive | Plan | | | | | | | | | | Plan | Awards: | | | | | | | | | | Awards: | Market or | | | | | | | | | | Number of | Payout | | | | | | | | | Market | Unearned | Value of | | | | Number of | | | | Number | Value of | Shares, | Unearned | | | | Securities | | | | of Shares | Shares or | Units or | Shares, | | | | Underlying | | | | or Units of | Units of | Other | Units or | | | | Unexercised | | Option | | Stock That | Stock That | Rights | Other Rights | | | | Options | | Exercise | Option | Have Not | Have Not | That Have | That Have | | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | Not Vested | Not Vested | | Name | Grant Date | (#) | (#) | ($) | Date | (#)(1) | ($)(2) | (#)(3) | ($)(4) | | Yogesh Gupta | 1/21/2020 | 72,574(5) | — | 47.16 | 1/20/2027 | — | — | — | — | | | 1/19/2021 | 97,298(6) | — | 42.61 | 1/18/2028 | — | — | — | — | | | 1/20/2022 | 89,703(7) | 12,814 | 44.49 | 1/19/2029 | — | — | — | — | | | 1/19/2023 | 60,723(8) | 36,432 | 51.41 | 1/18/2030 | 6,809(9) | 281,961 | 68,081(10) | 2,819,234 | | | 1/18/2024 | 40,683(11) | 67,805 | 57.83 | 1/17/2031 | 22,048(12) | 913,008 | 73,492(13) | 3,043,304 | | | 1/23/2025 | 14,143(14) | 98,994 | 54.12 | 1/22/2032 | 41,575(15) | 1,721,621 | 83,149(16) | 3,443,200 | | Anthony Folger | 3/31/2020 | 22,894(5) | — | 31.49 | 3/30/2027 | — | — | — | — | | | 1/19/2021 | 36,757(6) | — | 42.61 | 1/18/2028 | — | — | — | — | | | 1/20/2022 | 32,620(7) | 4,659 | 44.49 | 1/19/2029 | — | — | — | — | | | 1/19/2023 | 22,555(8) | 13,532 | 51.41 | 1/18/2030 | 2,529(9) | 104,726 | 25,287(10) | 1,047,135 | | | 1/18/2024 | 13,641(11) | 22,735 | 57.83 | 1/17/2031 | 7,393(12) | 306,144 | 24,642(13) | 1,020,425 | | | 1/23/2025 | 5,186(14) | 36,298 | 54.12 | 1/22/2032 | 15,245(15) | 631,295 | 30,488(16) | 1,262,508 | | John Ainsworth | 1/21/2020 | 13,196(5) | — | 47.16 | 1/20/2027 | — | — | — | — | | | 1/19/2021 | 17,298(6) | — | 42.61 | 1/18/2028 | — | — | — | — | | | 1/20/2022 | 16,310(7) | 2,330 | 44.49 | 1/19/2029 | — | — | — | — | | | 1/19/2023 | 10,410(8) | 6,246 | 51.41 | 1/18/2030 | 1,168(9) | 48,367 | 11,671(10) | 483,296 | | | 1/18/2024 | 6,462(11) | 10,769 | 57.83 | 1/17/2031 | 3,503(12) | 145,059 | 11,673(13) | 483,379 | | | 1/23/2025 | 2,907(14) | 20,349 | 54.12 | 1/22/2032 | 8,546(15) | 353,890 | 17,092(16) | 707,780 | | Loren Jarrett | 1/19/2021 | 17,298(6) | — | 42.61 | 1/18/2028 | — | — | — | — | | | 1/20/2022 | 16,310(7) | 2,330 | 44.49 | 1/19/2029 | — | — | — | — | | | 1/19/2023 | 10,410(8) | 6,246 | 51.41 | 1/18/2030 | 1,168(9) | 48,367 | 11,671(10) | 483,296 | | | 1/18/2024 | 6,462(11) | 10,769 | 57.83 | 1/17/2031 | 3,503(12) | 145,059 | 11,673(13) | 483,379 | | | 1/23/2025 | 2,907(14) | 20,349 | 54.12 | 1/22/2032 | 8,546(15) | 353,890 | 17,092(16) | 707,780 | | Sundar Subramanian | 9/30/2019 | 14,617(17) | — | 38.06 | 9/30/2026 | — | — | — | — | | | 1/21/2020 | 11,311(5) | — | 47.16 | 1/20/2027 | — | — | — | — | | | 1/19/2021 | 17,298(6) | — | 42.61 | 1/18/2028 | — | — | — | — | | | 1/20/2022 | 16,310(7) | 2,330 | 44.49 | 1/19/2029 | — | — | — | — | | | 1/19/2023 | 10,410(8) | 6,246 | 51.41 | 1/18/2030 | 1,168(9) | 48,367 | 11,671(10) | 483,296 | | | 1/18/2024 | 6,462(11) | 10,769 | 57.83 | 1/17/2031 | 3,503(12) | 145,059 | 11,673(13) | 483,379 | | | 1/23/2025 | 2,907(14) | 20,349 | 54.12 | 1/22/2032 | 8,546(15) | 353,890 | 17,092(16) | 707,780 |

  99. Outstanding Equity Awards at Fiscal Year-End 2025

    | 72 | |

  100. Outstanding Equity Awards at Fiscal Year-End 2025

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

  101. Outstanding Equity Awards at Fiscal Year-End 2025

    | (2) The market value of unvested RSUs was calculated as of November 28, 2025 (the last trading day of our fiscal year 2025), based on the closing price of our common stock on the Nasdaq Global Select Market of $41.41 on that date. |

  102. Outstanding Equity Awards at Fiscal Year-End 2025

    | (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. |

  103. Outstanding Equity Awards at Fiscal Year-End 2025

    | (4) The market value of unvested PSUs was calculated as of November 28, 2025, based on the closing price of our common stock on the Nasdaq Global Select Market of $41.41 on that date. |

  104. Outstanding Equity Awards at Fiscal Year-End 2025

    | (5) Vested in eight equal semi-annual installments beginning October 1, 2020. |

  105. Outstanding Equity Awards at Fiscal Year-End 2025

    | (6) Vest in eight equal semi-annual installments beginning October 1, 2021. |

  106. Outstanding Equity Awards at Fiscal Year-End 2025

    | (7) Vest in eight equal semi-annual installments beginning October 1, 2022. |

  107. Outstanding Equity Awards at Fiscal Year-End 2025

    | (8) Vest in eight equal semi-annual installments beginning October 1, 2023. |

  108. Outstanding Equity Awards at Fiscal Year-End 2025

    | (9) Vest in six equal semi-annual installments beginning October 1, 2023. |

  109. Outstanding Equity Awards at Fiscal Year-End 2025

    | (10) Vested on February 1, 2026, based on the Company meeting total stockholder return and operating income criteria over the three-year period ending November 30, 2025. |

  110. Outstanding Equity Awards at Fiscal Year-End 2025

    | (11) Vest in eight equal semi-annual installments beginning October 1, 2024. |

  111. Outstanding Equity Awards at Fiscal Year-End 2025

    | (12) Vest in six equal semi-annual installments beginning October 1, 2024. |

  112. Outstanding Equity Awards at Fiscal Year-End 2025

    | (13) Vest on February 1, 2027, subject to the Company meeting total stockholder return and operating income criteria over the three-year period ending November 30, 2026. |

  113. Outstanding Equity Awards at Fiscal Year-End 2025

    | (14) Vest in eight equal semi-annual installments beginning October 1, 2025. |

  114. Outstanding Equity Awards at Fiscal Year-End 2025

    | (15) Vest in six equal semi-annual installments beginning October 1, 2025. |

  115. Outstanding Equity Awards at Fiscal Year-End 2025

    | (16) Vest on February 1, 2028, subject to the Company meeting total stockholder return and operating income criteria over the three-year period ending November 30, 2027. |

  116. Outstanding Equity Awards at Fiscal Year-End 2025

    | (17) Vest in eight equal semi-annual installments beginning April 1, 2020. |

  117. Outstanding Equity Awards at Fiscal Year-End 2025

    Option Exercises and Stock Vested 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, 2025, under our equity incentive plans and the corresponding amounts realized by the named executive officers. The value realized on exercise of 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.

  118. Option Exercises and Stock Vested—Fiscal Year 2025

    Option Exercises and Stock Vested—Fiscal Year 2025

  119. Option Exercises and Stock Vested—Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Yogesh Gupta | 100,275 | 2,628,208 | 120,847 | 6,601,236 | | Anthony Folger | 10,000 | 246,652 | 43,658 | 2,386,002 | | John Ainsworth | 19,231 | 296,824 | 21,690 | 1,184,985 | | Loren Jarrett | 32,427 | 690,928 | 21,690 | 1,184,985 | | Sundar Subramanian | — | — | 21,690 | 1,184,958 |

  120. Option Exercises and Stock Vested—Fiscal Year 2025

    | 2026 Proxy Statement | 73 |

  121. Option Exercises and Stock Vested—Fiscal Year 2025

    Severance and Change in Control Agreements We have agreements with, or guidelines applicable to, our executive officers that provide the benefits described below in connection with a change in control of the Company or the termination of employment under certain circumstances. We do not provide excise tax gross-ups to our executive officers under these or any other agreements. The Company is not obligated to pay any enhanced benefits to our executive officers in the event of a voluntary termination by an executive or upon termination by the Company for cause. Mr. Gupta’s Executive Employment Agreement In connection with his appointment as our President and Chief Executive Officer, we and Mr. Gupta entered into an employment agreement, effective as of October 10, 2016, setting forth Mr. Gupta’s compensation and certain other terms. Mr. Gupta’s employment agreement provides that if his employment is terminated because of an “involuntary termination,” he will be entitled to:

  122. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) the payment of cash severance equal to 18 months of salary and target cash bonus compensation as of the date of termination, which will be paid over 18 months; |

  123. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) the payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year; |

  124. Option Exercises and Stock Vested—Fiscal Year 2025

    | (3) the continuation, for a period of 18 months, of benefits that are substantially equivalent to the benefits (medical, dental, vision and life insurance) that were in effect immediately prior to termination; and |

  125. Option Exercises and Stock Vested—Fiscal Year 2025

    | (4) 18 months of acceleration of unvested stock options and RSUs (but not unvested performance equity, which will vest in accordance with its terms). |

  126. Option Exercises and Stock Vested—Fiscal Year 2025

    Receipt of the severance and benefits is subject to Mr. Gupta’s execution of a standard separation and release agreement. Separation payments upon any involuntary termination within 24 months following a change in control would be governed by the Employee Retention and Motivation Agreement (“ERMA”) described below and not by Mr. Gupta’s employment agreement. An “involuntary termination” is defined in the employment agreement as a termination of employment by us other than for cause, disability or death or a termination by Mr. Gupta as a result of certain events occurring without his consent such as an assignment to him of duties or a significant reduction of his duties, either of which is materially inconsistent with his position prior to the assignment or reduction, or the removal of Mr. Gupta from that position, a material reduction in Mr. Gupta’s base salary or target bonus, a relocation of Mr. Gupta to a facility or location more than fifty miles from his then present location, or a material breach of the employment agreement by us. Mr. Gupta’s employment agreement also includes non-competition and related covenants. The non-competition covenant will be in effect for the duration of the period in which severance and other benefits are paid. The non-competition covenant relates to certain businesses with similar product areas and activities as Progress. Mr. Gupta’s Employee Retention and Motivation Agreement We and Mr. Gupta have also entered into an ERMA, which provides certain compensation and benefits if his employment is involuntarily terminated within 24 months of a change in control of the Company. If an involuntary termination of Mr. Gupta’s employment occurs under other circumstances, the severance terms of his employment agreement, as described above, would control and not the ERMA. Change in Control Benefits. Under Mr. Gupta’s ERMA, upon a change in control of the Company, Mr. Gupta would be entitled to:

  127. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) the payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year; and |

  128. Option Exercises and Stock Vested—Fiscal Year 2025

    | 74 | |

  129. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) 12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity, which will vest in accordance with its terms), unless we continue or the acquirer assumes all such options and restricted equity. If such outstanding stock options and shares of restricted equity held by Mr. Gupta are continued by us or assumed by our successor entity, then vesting will continue in its usual course. |

  130. Option Exercises and Stock Vested—Fiscal Year 2025

    Involuntary Termination Following Change in Control. In the event of an involuntary termination within 24 months following a change in control, Mr. Gupta would be entitled to:

  131. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) a lump-sum payment of cash severance equal to 24 months of total target cash compensation as of the date of termination; |

  132. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) the continuation, for a period of 24 months, of benefits that are substantially equivalent to the benefits (medical, dental, vision and life insurance) that were in effect immediately prior to termination; and |

  133. Option Exercises and Stock Vested—Fiscal Year 2025

    | (3) accelerated vesting of all unvested stock options and RSUs (but not unvested performance equity, which will vest in accordance with its terms). |

  134. Option Exercises and Stock Vested—Fiscal Year 2025

    In the event that any amounts provided for under Mr. Gupta’s ERMA or otherwise payable to Mr. Gupta would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and be subject to the related excise tax, Mr. Gupta would be entitled to receive either full payment of the benefits under the agreement or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greatest amount of after-tax benefits to Mr. Gupta. Mr. Folger’s Executive Employment Agreement In connection with his appointment as Chief Financial Officer, we and Mr. Folger entered into an employment agreement, effective January 31, 2020, setting forth Mr. Folger’s compensation and certain other terms. Mr. Folger’s employment agreement provides that if his employment is terminated because of an “involuntary termination,” he will be entitled to:

  135. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) the payment of cash severance equal to 12 months of total target cash compensation as of the date of termination, which will be paid over 12 months; |

  136. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) the continuation, for a period of 12 months of benefits that are substantially equivalent to the benefits (medical, dental, vision and life insurance) that were in effect immediately prior to termination; and |

  137. Option Exercises and Stock Vested—Fiscal Year 2025

    | (3) 12 months accelerated vesting of unvested stock options and RSUs (but not unvested performance equity, which will vest in accordance with its terms). |

  138. Option Exercises and Stock Vested—Fiscal Year 2025

    Receipt of the severance and benefits is subject to Mr. Folger’s execution of a standard separation and release agreement, which will also include non-competition and related covenants. The non-competition covenant will be in effect for the duration of the period in which severance and other benefits are paid. The non-competition covenant relates to certain businesses with similar product area and activities as the Company. Separation payments upon any involuntary termination within 12 months following a change in control would be governed by the ERMA described below and not by Mr. Folger’s employment agreement. An “involuntary termination” is defined in the employment agreement as a termination of employment by the Company other than for “Cause” (as defined in the agreement), disability or death or a termination by Mr. Folger as a result of certain events occurring without his consent such as an assignment to him of duties, a significant reduction of his duties, either of which is materially inconsistent with his position prior to the assignment or reduction, or the removal of Mr. Folger from such position, a material reduction in Mr. Folger’s base salary or target bonus, a relocation of Mr. Folger to a facility or location more than fifty miles from his then-present location or a material breach of the employment agreement by the Company.

  139. Option Exercises and Stock Vested—Fiscal Year 2025

    | 2026 Proxy Statement | 75 |

  140. Option Exercises and Stock Vested—Fiscal Year 2025

    Other Employee Retention and Motivation Agreements We have also entered into ERMAs with each of Messrs. Folger, Ainsworth, Subramanian and Ms. Jarrett. Currently, upon a change in control of the Company, the executive officer will be entitled to the immediate acceleration of unvested stock options and shares of restricted stock or restricted units, with performance-based equity vested at the percentage set forth in the applicable award agreement, unless we continue or the acquirer assumes all such options and restricted equity. In addition, the executive officer will be entitled to the payment of his or her annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year. Upon the involuntary termination of the executive officer within 12 months following a change in control, the executive officer will be entitled to receive a lump sum payment equal to 18 months of their total target compensation and their benefits will continue for 18 months. In addition, outstanding stock options and shares of restricted stock or restricted units held by the executive officer granted prior to the date of such termination under the Company’s equity plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions following the date of such termination shall instead become fully vested, nonforfeitable and not subject to restrictions as of the date of such termination. Under no circumstances would any of our executive officers be entitled to a gross-up payment under the ERMAs for any excise taxes to which they may be subject if any of the above payments and benefits are considered to be “parachute payments.” Executive Severance Guidelines We have adopted severance guidelines applicable to our executive officers, including the named executive officers other than Messrs. Gupta and Folger. Any severance payable to Messrs. Gupta and Folger is governed by the employment agreements described above. Our executive severance guidelines provide that upon an involuntary termination and the execution of a standard release of claims, an executive officer is entitled to:

  141. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) the payment of cash severance equal to 12 months of total target cash compensation as of the date of termination, which will be paid over 12 months; |

  142. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) the payment of their annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year; |

  143. Option Exercises and Stock Vested—Fiscal Year 2025

    | (3) the continuation, for a period of 12 months of benefits that are substantially equivalent to the benefits (medical, dental and vision) that were in effect immediately prior to termination; and |

  144. Option Exercises and Stock Vested—Fiscal Year 2025

    | (4) 12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity). |

  145. Option Exercises and Stock Vested—Fiscal Year 2025

    Severance payments and benefits upon any involuntary termination within 12 months following a change in control are governed by the Employee Retention and Motivation Agreement described below. The payment of severance and other benefits is conditioned upon the executive agreeing to non-competition, non-disparagement and related covenants. The non-competition covenant would be in effect for one year following the termination of employment. In connection with the termination of employment of an executive officer, all PSUs awarded to that executive officer are cancelled. Estimate of Severance and Change in Control Benefits at Fiscal-Year End The following table indicates the estimated payments and benefits that each of Messrs. Gupta, Folger, Ainsworth, Subramanian and Ms. Jarrett would have received under (a) their respective employment agreements, in the case of Mr. Gupta, (b) our severance guidelines applicable to executive officers, in the case of Messrs. Ainsworth, Folger, Subramanian and Ms. Jarrett and (c) each of their ERMAs, assuming in each case that the change in control of the Company, termination of their employment, and/or retirement occurred at November 30, 2025.

  146. Option Exercises and Stock Vested—Fiscal Year 2025

    | 76 | |

  147. Option Exercises and Stock Vested—Fiscal Year 2025

    These amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the named executive officer, which amounts would only be known at the time that he or she becomes entitled to such payment.

  148. Option Exercises and Stock Vested—Fiscal Year 2025

    | Involuntary Termination(1) ($) | | Change in Control Only(2) ($) | Involuntary Termination Following Change in Control(2)(3) ($) | | Yogesh Gupta | | | | | Cash Severance | 1,950,000 | — | 2,600,000 | | Pro Rata Bonus | 650,000 | 650,000 | 650,000 | | Stock Options | — | — | — | | Restricted Stock Units | 2,227,941 | — | 2,916,589 | | Benefits(4) | 44,855 | — | 59,807 | | Total | 4,872,796 | 650,000 | 6,226,396 | | Anthony Folger | | | | | Cash Severance | 782,000 | — | 1,173,000 | | Pro Rata Bonus | 322,000 | — | 322,000 | | Stock Options | — | — | — | | Restricted Stock Units | 561,313 | — | 1,042,165 | | Benefits(4) | 40,617 | — | 60,926 | | Total | 1,705,930 | — | 2,598,091 | | John Ainsworth | | | | | Cash Severance | 765,000 | — | 1,147,500 | | Pro Rata Bonus | 315,000 | — | 315,000 | | Stock Options | — | — | — | | Restricted Stock Units | 286,599 | — | 547,316 | | Benefits(4) | 30,073 | — | 45,110 | | Total | 1,396,672 | — | 2,054,926 | | Loren Jarrett | | | | | Cash Severance | 765,000 | — | 1,147,500 | | Pro Rata Bonus | 315,000 | — | 315,000 | | Stock Options | — | — | — | | Restricted Stock Units | 286,599 | — | 547,316 | | Benefits(4) | 40,415 | — | 60,622 | | Total | 1,407,014 | — | 2,070,438 | | Sundar Subramanian | | | | | Cash Severance | 765,000 | — | 1,147,500 | | Pro Rata Bonus | 315,000 | — | 315,000 | | Stock Options | — | — | — | | Restricted Stock Units | 286,599 | — | 547,316 | | Benefits(4) | 32,735 | — | 49,102 | | Total | 1,399,333 | — | 2,058,918 |

  149. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) The amounts shown in the first column, with respect to stock options and RSUs, represent the value of certain unvested options and RSUs becoming fully vested and are calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 28, 2025 (the last trading day of our fiscal year 2025), which was $41.41. In the event of an involuntary termination, all unvested PSUs awarded to an individual under our Long-Term Incentive Plans (LTIP) are cancelled. |

  150. Option Exercises and Stock Vested—Fiscal Year 2025

    | 2026 Proxy Statement | 77 |

  151. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) In the event of a change in control, there is no accelerated vesting of outstanding stock options or shares of restricted stock or restricted units provided that the acquirer assumes all such outstanding stock options and shares of restricted stock or restricted units held by the individual. These tables have been prepared under that assumption. However, if the acquirer does not assume all outstanding stock options and shares of restricted stock or restricted units of the individual, (i) in the case of Mr. Gupta there is limited (12 month) accelerated vesting of stock options and RSUs in the event of a change in control, which values, based on the closing price of our common stock on November 28, 2025, are $0 and $1,579,253, respectively, and (ii) in the case of Messrs. Folger, Ainsworth, Subramanian and Ms. Jarrett, all outstanding stock options and RSUs would immediately vest, and the values of stock options and RSUs indicated in the first column would apply upon a change in control. The amounts referenced in the foregoing sentence have been calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 28, 2025, which was $41.41. Under the terms of the LTIP, in the event of a change in control, grantees are entitled to accelerated determination of PSUs earned under outstanding LTIP awards, unless the acquirer assumes such LTIP awards. Upon the change in control, our Compensation Committee will determine the number of PSUs that are eligible to be earned based on the actual attainment of the relevant metrics as of the change in control. Those PSUs determined to be earned will not become fully vested until the conclusion of the original three-year performance period, subject to the continued employment of the grantee through such date. Additionally, under the terms of the LTIP, in the event of an involuntary termination following a change in control, grantees are entitled to accelerated payout of PSUs determined to be earned under outstanding LTIP awards as of the change in control. For purposes of computing amounts attributable to accelerated vesting, the columns exclude all unvested PSUs awarded under our LTIP as those amounts are undeterminable. |

  152. Option Exercises and Stock Vested—Fiscal Year 2025

    | (3) The amounts shown reflect the value of certain unvested equity awards becoming fully vested in the event of an involuntary termination within 24 months following a change in control for Mr. Gupta, and involuntary termination within 12 months following a change in control for each of Messrs. Folger, Ainsworth, Subramanian and Ms. Jarrett. |

  153. Option Exercises and Stock Vested—Fiscal Year 2025

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

  154. Option Exercises and Stock Vested—Fiscal Year 2025

    | a. | 18 months in the case of an involuntary termination of employment of Mr. Gupta, other than in connection with a change in control; 24 months, in the case of an involuntary termination in connection with a change in control; and |

  155. Option Exercises and Stock Vested—Fiscal Year 2025

    | b. | 12 months in the case of an involuntary termination of employment of Messrs. Folger, Ainsworth and Subramanian and Ms. Jarrett, other than in connection with a change in control; 18 months, in the case of an involuntary termination in connection with a change in control. |

  156. Option Exercises and Stock Vested—Fiscal Year 2025

    | 78 | |

  157. Option Exercises and Stock Vested—Fiscal Year 2025

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2025 annual total compensation of our CEO Mr. Gupta was $10,534,808, the 2025 annual total compensation of our median compensated employee was $93,870, and the ratio of these amounts is 112 to 1. Progress recalculates the median employee each year for purposes of this ratio in order to capture growth and variation in our employee population due to our Total Growth Strategy. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. We selected November 1, 2025, as the date to identify our median compensated employee based on our human resources system of record. We utilized total direct compensation as our consistently applied compensation measure. In this context, total direct compensation means the applicable annual fixed pay determined as of November 1, 2025, the annual incentive cash target amount or commission target amount payable for service in 2025 and the approved value of the annual equity awards granted during 2025. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee determination in an amount of up to five percent (5%) of the company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding 14 employees in six jurisdictions, as set forth below. After taking into account the de minimis exemption, approximately 2,936 employees (or 99.5% of the population) were considered for identifying the median employee. Our calculation excluded the following approximate number of employees from the following locations: Japan (4); Italy (2); Belgium (2); Finland (2); Hong Kong (2); and Hungary (2). To identify our median compensated employee, we then calculated the total direct compensation for of the included employee population, converted other currencies to U.S. dollars as of November 30, 2025, and ordered the employees based on their total direct compensation. To compute the pay ratio, we then calculated both the CEO and median employee’s annual total compensation pursuant to the proxy disclosure rules and compared the annual total compensation of the CEO to that of the median employee.

  158. Option Exercises and Stock Vested—Fiscal Year 2025

    | 2026 Proxy Statement | 79 |

  159. Option Exercises and Stock Vested—Fiscal Year 2025

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with applicable SEC rules. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the Compensation Discussion and Analysis.

  160. Option Exercises and Stock Vested—Fiscal Year 2025

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | Average | | | NASDAQ | | | | | | | Summary | Average | | Computer | | | | | Summary | | Compensation | Compensation | PRGS | Index | | Non-GAAP | | Compensation | | Compensation | Table Total | Actually Paid | Total | Total | Net | Operating | | Fiscal | Table Total | Actually Paid | for non-PEO | to non-PEO | Stockholder | Stockholder | Income | Income | | Year | for PEO($)(1)(2) | to PEO($)(3) | NEOs($)(1)(2) | NEOs($)(3) | Return($)(4) | Return($)(4)(5) | ($M) | ($M)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 10,534,808 | 6,957,319 | 3,071,818 | 2,224,624 | 104.61 | 272.68 | 251.9 | 384.8 | | 2024 | 10,374,886 | 9,791,311 | 2,605,189 | 2,524,468 | 172.27 | 206.32 | 219.0 | 298.5 | | 2023 | 8,635,534 | 9,246,854 | 2,380,214 | 2,526,879 | 134.31 | 148.35 | 194.2 | 270.6 | | 2022 | 6,900,213 | 12,820,362 | 1,928,895 | 3,424,464 | 132.97 | 102.36 | 182.8 | 242.1 | | 2021 | 6,019,029 | 13,091,651 | 2,440,870 | 4,036,210 | 120.82 | 142.39 | 172.9 | 229.2 |

  161. Option Exercises and Stock Vested—Fiscal Year 2025

    | (1) The Principal Executive Officer (“PEO”) and non-PEO NEOs for the applicable years were as follows: |

  162. Option Exercises and Stock Vested—Fiscal Year 2025

    | • | 2021: Mr. Gupta served as the PEO for the entirety of 2021. The Company’s other NEOs for 2021 were: Anthony Folger, Stephen Faberman, Loren Jarrett and Gary Quinn. |

  163. Option Exercises and Stock Vested—Fiscal Year 2025

    | • | 2023, 2024, and 2025: Mr. Gupta served as the PEO for the entirety of 2023, 2024, and 2025. The Company’s other NEOs for 2023, 2024, and 2025 were: Anthony Folger, John Ainsworth, Loren Jarrett and Sundar Subramanian. |

  164. Option Exercises and Stock Vested—Fiscal Year 2025

    | • | 2022: Mr. Gupta served as the PEO for the entirety of 2022. The Company’s other NEOs for 2022 were: Anthony Folger, John Ainsworth, Loren Jarrett and Jeremy Segal. |

  165. Option Exercises and Stock Vested—Fiscal Year 2025

    | • | 2021: Mr. Gupta served as the PEO for the entirety of 2021. The Company’s other NEOs for 2021 were: Anthony Folger, Stephen Faberman, Loren Jarrett and Gary Quinn. |

  166. Option Exercises and Stock Vested—Fiscal Year 2025

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in which the NEO served as PEO in the case of Mr. Gupta and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s other NEOs reported for the applicable year. |

  167. Option Exercises and Stock Vested—Fiscal Year 2025

    | (3) To calculate the compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Gupta and for the average of the other NEOs is set forth following the footnotes to this table. |

  168. Option Exercises and Stock Vested—Fiscal Year 2025

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on November 30, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |

  169. Option Exercises and Stock Vested—Fiscal Year 2025

    | (5) The TSR Peer Group consists of the NASDAQ Computer Index, an independently prepared index (and which is used for the Company’s stock performance chart in the Annual Report on Form 10-K for the year ended November 30, 2025). |

  170. Option Exercises and Stock Vested—Fiscal Year 2025

    | (6) As noted in “Compensation Discussion and Analysis,” the Compensation Committee selected Non-GAAP Operating Income as a key metric for evaluating and rewarding management’s performance in the 2025 incentive program design. This measure is used to determine the payout of 20% of the 2025 corporate bonus plan, as well as 75% of the LTIP (on a three-year aggregated basis), and is aligned with the earnings we have reported to stockholders on a quarterly basis. |

  171. Option Exercises and Stock Vested—Fiscal Year 2025

    | 80 | |

  172. Option Exercises and Stock Vested—Fiscal Year 2025

    The following tables set forth the detailed calculation from SCT Total to Compensation Actually Paid for the PEO and NEOs, respectively:

  173. Option Exercises and Stock Vested—Fiscal Year 2025

    | | PEO | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total | $6,019,029 | $6,900,213 | $8,635,534 | $10,374,886 | $10,534,808 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($4,557,407) | ($5,642,964) | ($7,184,594) | ($8,695,919) | ($8,843,137) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $5,272,547 | $7,164,080 | $6,944,482 | $6,150,287 | $4,860,131 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $5,407,403 | $4,351,106 | $26,379 | $398,911 | ($189,601) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $452,241 | $419,596 | $553,066 | $761,983 | $784,542 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $497,837 | ($371,669) | $271,987 | $801,163 | ($189,424) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | | Compensation Actually Paid | $13,091,651 | $12,820,362 | $9,246,854 | $9,791,311 | $6,957,319 |

  174. Option Exercises and Stock Vested—Fiscal Year 2025

    | | NEO | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total | $2,440,870 | $1,928,895 | $2,380,214 | $2,605,189 | $3,071,818 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($1,688,435) | ($1,282,551) | ($1,590,901) | ($1,764,843) | ($2,173,944) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,922,508 | $1,628,288 | $1,537,748 | $1,248,194 | $1,194,801 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,142,112 | $1,115,953 | $7,467 | $100,546 | ($15,285) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $105,531 | $95,362 | $122,452 | $154,630 | $192,848 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $113,625 | ($61,483) | $69,899 | $180,751 | ($45,614) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | | Compensation Actually Paid | $4,036,210 | $3,424,464 | $2,526,879 | $2,524,468 | $2,224,624 |

  175. Option Exercises and Stock Vested—Fiscal Year 2025

    | 2026 Proxy Statement | 81 |

  176. Option Exercises and Stock Vested—Fiscal Year 2025

    Relationship Between Pay and Performance We believe the “Compensation Actually Paid” in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance.” “Compensation Actually Paid” is higher than our Summary Compensation Total figures in each of the first three years presented due to the increased value of performance-based and equity compensation as a result of strong stock price performance. “Compensation Actually Paid” is lower than our Summary Compensation Total figures for 2025 and 2024 primarily because equity awards granted in 2025 and 2024 had a lower value at year end than on the date of grant. The following charts provide a description of the relationship between the “Compensation Actually Paid” to the PEO and average of non-PEO NEOs and respective metrics.

  177. Option Exercises and Stock Vested—Fiscal Year 2025

    | 82 | |

  178. 2008 STOCK OPTION AND INCENTIVE PLAN

    | (e) Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time. |