PEGASYSTEMS INC, PRE 14A filed on 11 Apr 25
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v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PEGASYSTEMS INC.
Entity Central Index Key 0001013857
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based on:
Year
Summary Compensation Table Total to PEO(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table Total for Non-PEO NEOs(3)
Average Compensation Actually Paid to Non-PEO NEOs(2)
Company TSR(4)
Peer Group TSR(5)
Net Income (Loss)(6)
ACV Growth(7)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2024$7,681,854$26,286,687$4,363,308$15,331,839$117.99 $223.41 $99,189,000 11 %
2023$5,549,906$9,282,305$3,174,076$6,770,951$61.78 $178.86 $67,808,000 11 %
2022$7,448,708$(8,421,292)$6,085,252$926,336$43.19 $112.05 $(345,582,000)16 %
2021$7,517,898$3,999,210$2,050,969$977,576$140.66 $175.13 $(63,040,000)21 %
2020$5,903,647$17,617,005$3,670,931$8,544,796$167.49 $151.90 $(61,373,000)19 %
        
Company Selected Measure Name ACV growth        
Named Executive Officers, Footnote The dollar amounts in column (b) are the amounts of total compensation reported for Mr. Trefler (our Chief Executive Officer or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Trefler, who has served as our CEO in each of the covered years) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Trefler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023 and 2022, Kenneth Stillwell, Rifat Kerim Akgonul, John Gerard Higgins, and Leon Trefler; (ii) for 2021, Kenneth Stillwell, Rifat Kerim Akgonul, Michael Pyle, Hayden Stafford, and Leon Trefler, and (iii) for 2020, Kenneth Stillwell, Douglas Kra, Hayden Stafford, and Leon Trefler. Refer to “Executive Compensation – Summary Compensation Table.”        
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: The Standard & Poor’s North American Technology Sector – Software IndexTM.        
PEO Total Compensation Amount $ 7,681,854 $ 5,549,906 $ 7,448,708 $ 7,517,898 $ 5,903,647
PEO Actually Paid Compensation Amount $ 26,286,687 9,282,305 (8,421,292) 3,999,210 17,617,005
Adjustment To PEO Compensation, Footnote
(2) The dollar amounts reported in column (c) and (e), represent the amount of “compensation actually paid” (CAP) to Mr. Trefler and the average amount of CAP to the Non-PEO NEOs as a group, respectively, in the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable persons during the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the compensation for Mr. Trefler, and the Non-PEO NEOs as a group, for each year to determine the “compensation actually paid”:
PEO
YearSCT TotalReported Value of Equity AwardsEquity Award AdjustmentsCompensation Actually Paid to PEO
(a)(b)
2024$7,681,854 $(6,499,454)$25,104,287 $26,286,687 
2023$5,549,906 $(4,550,006)$8,282,405 $9,282,305 
2022$7,448,708 $(6,499,058)$(9,370,942)$(8,421,292)
2021$7,517,898 $(6,791,448)$3,272,760 $3,999,210 
2020$5,903,647 $(5,000,079)$16,713,437 $17,617,005 
Average for Non-PEO NEOs
YearAverage SCT TotalAverage Reported Value of Equity AwardsAverage Equity Award AdjustmentsAverage Compensation Actually Paid to Non-PEO NEOs
(a)(b)
2024$4,363,308 $(3,489,663)$14,458,194 $15,331,839 
2023$3,174,076 $(2,423,730)$6,020,605 $6,770,951 
2022$6,085,252 $(5,371,991)$213,075 $926,336 
2021$2,050,969 $(1,380,855)$307,462 $977,576 
2020$3,670,931 $(2,836,839)$7,710,704 $8,544,796 

(a)     Represents the grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column in the Summary Compensation Table for the applicable year. Because we do not maintain a defined benefit pension plan in which the PEO or Non-PEO NEOs participate, no adjustments from the SCT total related to pension value are needed to calculate “compensation actually paid” in accordance with Item 402(v) of Regulation S-K.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. In calculating the fair values of unvested equity awards at each year end and the fair value of equity awards vested in the year for each year presented, the assumptions and calculations used did not materially differ from those set forth in “16. Stock-Based Compensation” in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025, with the exception of the expected term assumptions for option awards that were out of the money as of each calculation date. The Company’s option awards have historically been granted at the money, thus the historical experience was not considered to be relevant to expectations for purposes of the above “compensation actually paid” calculations for option awards that were out of the money during each applicable year. For purposes of the above “compensation actually paid” calculations, the expected term for out of the money options was calculated based off the remaining time to vest plus one half of the remaining contractual life as of each calculation date. The amounts deducted or added in calculating the equity award adjustments are as follows:
PEO20202021202220232024
Plus: Fair Value for Equity Awards Granted in the Covered Year that are Unvested at End of Year$9,849,868 $5,970,863 $1,670,442 $4,227,862 $11,838,077 
Change in Fair Value of Outstanding Unvested Equity Awards from Prior Year$5,212,530 $(3,176,116)$(8,254,132)$1,630,247 $9,177,444 
Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year$1,651,039 $478,013 $(2,787,252)$2,424,296 $4,088,766 
Total Adjustment$16,713,437 $3,272,760 $(9,370,942)$8,282,405 $25,104,287 
                                             Average for Non-PEO NEOs
20202021202220232024
Plus: Fair Value for Equity Awards Granted in the Covered Year that are Unvested at End of Year$4,535,557 $1,212,976 $3,242,092 $2,390,255 $5,931,230 
Change in Fair Value of Outstanding Unvested Equity Awards from Prior Year$2,100,482 $(1,003,521)$(2,220,401)$1,799,119 $5,902,078 
Plus: Fair Value as of Vesting Date for Equity Awards Granted and Vested in the Covered Year
$121,799 $— $— $— $— 
Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year$952,866 $98,007 $(808,616)$1,831,231 $2,624,886 
Total Adjustment$7,710,704 $307,462 $213,075 $6,020,605 $14,458,194 
        
Non-PEO NEO Average Total Compensation Amount $ 4,363,308 3,174,076 6,085,252 2,050,969 3,670,931
Non-PEO NEO Average Compensation Actually Paid Amount $ 15,331,839 6,770,951 926,336 977,576 8,544,796
Adjustment to Non-PEO NEO Compensation Footnote
(2) The dollar amounts reported in column (c) and (e), represent the amount of “compensation actually paid” (CAP) to Mr. Trefler and the average amount of CAP to the Non-PEO NEOs as a group, respectively, in the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable persons during the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the compensation for Mr. Trefler, and the Non-PEO NEOs as a group, for each year to determine the “compensation actually paid”:
PEO
YearSCT TotalReported Value of Equity AwardsEquity Award AdjustmentsCompensation Actually Paid to PEO
(a)(b)
2024$7,681,854 $(6,499,454)$25,104,287 $26,286,687 
2023$5,549,906 $(4,550,006)$8,282,405 $9,282,305 
2022$7,448,708 $(6,499,058)$(9,370,942)$(8,421,292)
2021$7,517,898 $(6,791,448)$3,272,760 $3,999,210 
2020$5,903,647 $(5,000,079)$16,713,437 $17,617,005 
Average for Non-PEO NEOs
YearAverage SCT TotalAverage Reported Value of Equity AwardsAverage Equity Award AdjustmentsAverage Compensation Actually Paid to Non-PEO NEOs
(a)(b)
2024$4,363,308 $(3,489,663)$14,458,194 $15,331,839 
2023$3,174,076 $(2,423,730)$6,020,605 $6,770,951 
2022$6,085,252 $(5,371,991)$213,075 $926,336 
2021$2,050,969 $(1,380,855)$307,462 $977,576 
2020$3,670,931 $(2,836,839)$7,710,704 $8,544,796 

(a)     Represents the grant date fair value of equity-based awards granted each year as reported in the “Stock Awards” and “Option Awards” column in the Summary Compensation Table for the applicable year. Because we do not maintain a defined benefit pension plan in which the PEO or Non-PEO NEOs participate, no adjustments from the SCT total related to pension value are needed to calculate “compensation actually paid” in accordance with Item 402(v) of Regulation S-K.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. In calculating the fair values of unvested equity awards at each year end and the fair value of equity awards vested in the year for each year presented, the assumptions and calculations used did not materially differ from those set forth in “16. Stock-Based Compensation” in Item 8 of our Annual Report filed on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 12, 2025, with the exception of the expected term assumptions for option awards that were out of the money as of each calculation date. The Company’s option awards have historically been granted at the money, thus the historical experience was not considered to be relevant to expectations for purposes of the above “compensation actually paid” calculations for option awards that were out of the money during each applicable year. For purposes of the above “compensation actually paid” calculations, the expected term for out of the money options was calculated based off the remaining time to vest plus one half of the remaining contractual life as of each calculation date. The amounts deducted or added in calculating the equity award adjustments are as follows:
PEO20202021202220232024
Plus: Fair Value for Equity Awards Granted in the Covered Year that are Unvested at End of Year$9,849,868 $5,970,863 $1,670,442 $4,227,862 $11,838,077 
Change in Fair Value of Outstanding Unvested Equity Awards from Prior Year$5,212,530 $(3,176,116)$(8,254,132)$1,630,247 $9,177,444 
Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year$1,651,039 $478,013 $(2,787,252)$2,424,296 $4,088,766 
Total Adjustment$16,713,437 $3,272,760 $(9,370,942)$8,282,405 $25,104,287 
                                             Average for Non-PEO NEOs
20202021202220232024
Plus: Fair Value for Equity Awards Granted in the Covered Year that are Unvested at End of Year$4,535,557 $1,212,976 $3,242,092 $2,390,255 $5,931,230 
Change in Fair Value of Outstanding Unvested Equity Awards from Prior Year$2,100,482 $(1,003,521)$(2,220,401)$1,799,119 $5,902,078 
Plus: Fair Value as of Vesting Date for Equity Awards Granted and Vested in the Covered Year
$121,799 $— $— $— $— 
Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year$952,866 $98,007 $(808,616)$1,831,231 $2,624,886 
Total Adjustment$7,710,704 $307,462 $213,075 $6,020,605 $14,458,194 
        
Tabular List, Table
ACV Growth
Bookings
Profitability
        
Total Shareholder Return Amount $ 117.99 61.78 43.19 140.66 167.49
Peer Group Total Shareholder Return Amount 223.41 178.86 112.05 175.13 151.90
Net Income (Loss) $ 99,189,000 $ 67,808,000 $ (345,582,000) $ (63,040,000) $ (61,373,000)
Company Selected Measure Amount 0.11 0.11 0.16 0.21 0.19
PEO Name Mr. Trefler        
Additional 402(v) Disclosure Company TSR is calculated to show the cumulative shareholder return on our common stock during the covered period, including reinvestment of dividends.The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.
We chose ACV Growth as our Company Selected Measure for evaluating Pay versus Performance because it is a key metric used in our Executive Incentive Plan and the 2024 PSOs. From 2020 to 2024, the year-over-year changes in Compensation Actually Paid (“CAP”) to Mr. Trefler, as well as CAP to our Non-PEO Named Executives, were directionally aligned with the changes in the Company’s cumulative total shareholder return (“TSR”) for the respective period, as equity is a significant component of compensation for our PEO and to a lesser extent our non-PEO NEOs. Except for 2021, the Company’s TSR was directionally aligned with our peer group TSR. The impact of our share price on the CAP to Mr. Trefler and our Non-PEO NEOs was the primary cause for the inverse relationship between the year-over-year change in CAP and ACV Growth in 2021 and 2023 and for the increase in CAP in 2024. From 2020 to 2024, the year-over-year changes in CAP to Mr. Trefler and our Non-PEO NEOs were directionally aligned with Pega’s net income (loss). During 2022, we recognized a net loss of $345.6 million, in part due to the recognition of a full valuation allowance of $188.3 million on our U.S. and U.K. deferred tax assets as well as a charge of $21.7 million in the fourth quarter of 2022 related principally to cash severance and related benefit costs for terminated employees.
The information contained above under the heading “Pay Versus Performance” shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference in any such filing.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name ACV Growth        
Non-GAAP Measure Description ACV growth is the percentage increase in ACV on a constant currency basis compared to the prior year.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Bookings        
Measure:: 3          
Pay vs Performance Disclosure          
Name Profitability        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,499,454) $ (4,550,006) $ (6,499,058) $ (6,791,448) $ (5,000,079)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 25,104,287 8,282,405 (9,370,942) 3,272,760 16,713,437
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 11,838,077 4,227,862 1,670,442 5,970,863 9,849,868
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 9,177,444 1,630,247 (8,254,132) (3,176,116) 5,212,530
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 4,088,766 2,424,296 (2,787,252) 478,013 1,651,039
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,489,663) (2,423,730) (5,371,991) (1,380,855) (2,836,839)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,458,194 6,020,605 213,075 307,462 7,710,704
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 5,931,230 2,390,255 3,242,092 1,212,976 4,535,557
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 5,902,078 1,799,119 (2,220,401) (1,003,521) 2,100,482
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0 0 0 0 121,799
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards $ 2,624,886 $ 1,831,231 $ (808,616) $ 98,007 $ 952,866
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not consider material nonpublic information or its release dates when determining the timing and terms of stock option grants, vesting events, or sale events. Instead, the timing of grants is in accordance with our yearly compensation cycle, which includes new hire awards made on a scheduled monthly basis. We do not time the disclosure of material nonpublic information to affect the value of executive compensation. The exercise price of a newly granted option is the closing price of our common stock on the Nasdaq on the date of grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the Nasdaq on the last trading day preceding the date of grant.
Award Timing Method Executive officers, and most employees, have typically received an initial equity grant upon joining Pegasystems. Grants to newly hired employees are determined based upon a target financial value associated with their job type, rather than a predetermined number of options or RSUs based on an individual’s level of job responsibilities, which we believe improves our ability to more effectively communicate the value of equity grants to our employees. For all employee positions which are at the director level or above, 50% of the target value is typically granted in stock options and 50% is granted in RSUs. For those employees who hold positions below the director level, equity grants are typically awarded 100% in RSUs.
Award Timing Predetermined false
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not consider material nonpublic information or its release dates when determining the timing and terms of stock option grants, vesting events, or sale events. Instead, the timing of grants is in accordance with our yearly compensation cycle, which includes new hire awards made on a scheduled monthly basis. We do not time the disclosure of material nonpublic information to affect the value of executive compensation. The exercise price of a newly granted option is the closing price of our common stock on the Nasdaq on the date of grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the Nasdaq on the last trading day preceding the date of grant.
MNPI Disclosure Timed for Compensation Value true
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true