8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

____________________

 FORM 8-K

____________________

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2021

____________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________

Massachusetts	1-11859	04-2787865
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Rogers Street, Cambridge, MA 02142-1209

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PEGA	NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                         

                                                Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On June 1, 2020, Pegasystems Inc. (the “Company”) appointed Hayden Stafford as President of Global Client Engagement. In this role, Mr. Stafford is responsible for all the Company’s go-to-market functions, including, corporate strategy, marketing, global sales and presales, consulting and client success, and the partner ecosystem, unifying the Company’s go-to-market strategy. Leon Trefler, Senior Vice President of Global Customer Success, and Douglas Kra, Senior Vice President of Global Customer Success, report to Mr. Stafford.

In addition, Kenneth Stillwell will serve as the Company’s Chief Operating Officer in addition to his role as Chief Financial Officer; Michael Pyle will serve as the Company’s Chief Technology Strategist; and Kerim Akgonul will serve as the Company’s Chief Product Officer.

All of the foregoing changes are effective April 1, 2021.

(c) The information set forth in Item 5.02(b) with respect to Mr. Stillwell is incorporated herein by reference. Kenneth Stillwell, age 50, joined Pegasystems in July 2016 as Senior Vice President, Chief Financial Officer, and Chief Administrative Officer. Mr. Stillwell previously served as Senior Vice President and Chief Financial Officer of Dynatrace, a leader in digital performance management solutions and Executive Vice President and Chief Financial Officer of SOVOS, a financial compliance SaaS provider. Prior to SOVOS, Mr. Stillwell was at PTC, a publicly-traded software provider, where he served as Division CFO. Mr. Stillwell holds a B.S. in business/economics from the University of Pittsburgh and an M.S. in accounting and finance from the University of South Carolina. Mr. Stillwell is a Certified Public Accountant.

(e) On March 2, 2021, the Compensation Committee of the Board of Directors of Pegasystems Inc. approved the 2021 base salaries, target incentive percentages for the Section 16 Officer/FLT Member Corporate Incentive Compensation Plan (the “Incentive Plan”), and other incentive bonus payment targets for the executive officers of the Company listed on Exhibit 99.1 to this Current Report on Form 8-K (the “Executive Officers”).

The aggregate target Incentive Plan payments for Executive Officers is $1,649,880. Hayden Stafford, President of Global Client Engagement, Leon Trefler and Douglas Kra, Senior Vice Presidents of Global Customer Success are also eligible for sales commissions of $516,000, $310,000, and $228,000, respectively. Leon Trefler and Douglas Kra are also eligible for additional bonus compensation related to the achievement of certain operational objectives of $50,000 each.

The foregoing summary description of the Incentive Plan is qualified in its entirety by reference to Exhibit 99.1 to this Current Report on Form 8-K, which describes the 2021 base salaries, target Incentive Plan, and other bonus payments for the Executive Officers. It is further qualified in its entirety by reference to the Incentive Plan filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference.

Item 7.01     Regulation FD Disclosure

On March 8, 2021, the Company issued a press release announcing three new hires in the sales organization reporting to Hayden Stafford. John Higgins has joined as head of global consulting and client success, Judy Buchholz has joined as head of commercial sales for the Americas, and Joaquin Reixa has joined as head of sales for EMEA.

A copy of the Company’s press release is attached hereto as Exhibit 99.2.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	2021 Executive Officers Base Salaries and Target Bonus Percentages and Incentives
99.2	Press Release issued by Pegasystems Inc. on March 8, 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Pegasystems Inc.
Dated:	March 8, 2021	By:	/s/ Matthew J. Cushing
			Matthew J. Cushing
			Vice President, Chief Commercial Officer, General Counsel and Secretary

EX-99.1

Pegasystems Inc.

2021 Executive Officers Base Salaries and Target Bonus Percentages and Incentives

Name	Title	Base Salary	Target Incentive Plan Bonus**
Alan Trefler	Chief Executive Officer and Chairman	$495,000	100%
Kenneth Stillwell	Chief Operating Officer and Chief Financial Officer*	$478,400	70%
Douglas Kra***	Senior Vice President, Global Customer Success	$365,000	50%
Michael Pyle	Chief Technology Strategist*	$400,000	60%
Leon Trefler****	Senior Vice President, Global Customer Success	$365,000	50%
Hayden Stafford*****	President of Global Client Engagement	$430,000	50%

*    Titles effective as of April 1, 2021

**    Percentage of base salary

***    Douglas Kra will also be eligible for up to $50,000 in additional incentive compensation for the achievement of operational objectives to be set by the Company’s Chief Executive Officer, as well as target sales commissions of $228,000.

****    Leon Trefler will also be eligible for up to $50,000 in additional incentive compensation for the achievement of operational objectives to be set by the Company’s Chief Executive Officer, as well as target sales commissions of $310,000.

*****    Hayden Stafford will also be eligible for target sales commissions of $516,000.

EX-99.2

Pegasystems Appoints Three Strategic Hires to Support Sales and Ecosystem Growth

CAMBRIDGE, Mass. – March 8, 2021–Pegasystems Inc. (NASDAQ: PEGA), the software company that crushes business complexity at the world’s leading enterprises, today announced three new strategic hires to accelerate the company’s sales and ecosystem growth. John Higgins has joined as head of global consulting and client success, Judy Buchholz has joined as head of commercial sales for the Americas, and Joaquin Reixa has joined as head of sales for EMEA.

Mr. Higgins joins Pega from Salesforce, where he most recently led International Services for EMEA, APAC and LATAM. Under John’s leadership, Pega’s Global Consulting and Client Success teams are coming together to ensure a seamless client experience - from point of sale through to renewal - gets delivered consistently in all markets. He brings his expertise to Pega to leverage the partner ecosystem and ensure clients fully adopt Pega products and Pega Express Methodologies. This will help clients derive full value and benefit as they navigate through, and emerge from, the global pandemic crisis.

Ms. Buchholz joins Pega from IBM where she had a distinguished career leading extensive global go-to-market strategy, advancing transformation experience, and driving sales teams, technical pre-sales teams, partner teams, and inside sales teams. She has broad global experience managing very large enterprise clients and teams. She also broke new ground in social selling by leveraging digital technologies to broaden IBM’s reach into new client segments.

Mr. Reixa joins Pega from ServiceNow, where he was most recently vice president of sales in Europe. A sales industry veteran, he brings more than 20 years’ experience in managing and coaching sales and consulting teams in high-growth organizations, focusing on client satisfaction, as well as the continued, sustained growth of partner ecosystems.

Quotes & Commentary:

“I’m pleased to have attracted such high caliber, experienced talent into these positions from companies we compete with every day. This is an exciting time for Pega, as we are poised to capitalize on our substantial success to meet our ambitious growth agenda. These new team members bring considerable experience and expertise and will be instrumental in helping take Pega to the next level,” said Alan Trefler, Founder and CEO.

About Pega

Pega delivers innovative software that crushes business complexity so our clients can make better decisions and get work done. We help the world’s leading brands solve their biggest

business challenges: maximizing customer lifetime value, streamlining customer service, and boosting operational efficiency. Pega technology is powered by real-time AI and intelligent automation, while our scalable architecture and low-code platform help enterprises adapt to rapid change and transform for tomorrow. For more information on Pegasystems (NASDAQ: PEGA), visit www.pega.com.

Press Contacts:

US

Sean Audet

Pegasystems

Sean.Audet@pega.com

+16175285230

EMEA

Jon Brigden

Pegasystems Ltd.

Jon.Brigden@pega.com

+44 (0)118 9398 584

XML

COVER PAGE	Mar. 02, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 02, 2021
Entity Registrant Name	PEGASYSTEMS INC.
Entity Incorporation, State or Country Code	MA
Entity File Number	1-11859
Entity Tax Identification Number	04-2787865
Entity Address, Address Line One	One Rogers Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142-1209
City Area Code	617
Local Phone Number	374-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	PEGA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001013857