| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On April 18, 2019, the Board of Directors (the “Board”) of Pegasystems Inc. (the “Corporation”) appointed Christopher Lafond as a new member of the Board effective April 22, 2019. Mr. Lafond’s term will expire at the next annual meeting of the Corporation’s stockholders, at which time Mr. Lafond will stand for election. Mr. Lafond’s appointment expands the size of the Board from eight to nine members.
Mr. Lafond,53, currently serves as the Chief Financial Officer and member of the board of Insurity, Inc., a role he has held since May 2017. From June 2015 to June 2017, Mr. Lafond served as the Executive Vice President and Chief Financial Officer of Intralinks Holdings, Inc. From October 1995 to June 2014, Mr. Lafond held a variety of roles at Gartner, Inc., including as Executive Vice President and Chief Financial Officer from 2003 to 2014. Previously at Gartner, he served as Chief Financial Officer for Gartner’s North America and Latin America operations, Group Vice President and North American Controller, Director of Finance, Vice President of Finance and Assistant Controller. From August 2017 to January 2019, Mr. Lafond was a member of the board of SiriusDecisions Inc. Mr. Lafond holds a B.A. in Economics from University of Connecticut and an M.B.A. degree from the Columbia University Graduate School of Business.
Mr. Lafond will participate in the Corporation’snon-employee director compensation program. Pursuant to this program, Mr. Lafond will receive a grant of restricted stock units, vesting in one installment, valued at $125,000, based on the fair market value of the Corporation’s common stock on the May 1, 2019 grant date, and a cash retainer of $55,000. Both the equity award and the cash retainer will be prorated for the period of service from the date of Mr. Lafond’s appointment to the Board to the next annual meeting of stockholders.
In connection with his appointment, the Corporation and Mr. Lafond also entered into a Director Indemnification Agreement effective as of April 22, 2019 (the “Director Indemnification Agreement”), in substantially the same form as the indemnification agreements entered into by the othernon-employee directors on the Board. The Director Indemnification Agreement will require the Corporation to indemnify Mr. Lafond against certain liabilities that may arise by reason of his status or service as a director of the Corporation, and to advance him the expenses incurred as a result of a proceeding as to which he may be indemnified. The Director Indemnification Agreement is intended to provide rights of indemnification to the fullest extent permitted under the Massachusetts Business Corporation Act and is in addition to any other rights Mr. Lafond may have under the Corporation’s Articles of Organization, itsBy-laws, and applicable law. The foregoing description of the Director Indemnification Agreement is qualified entirely by reference to the form of Director Indemnification Agreement that was filed with the Securities and Exchange Commission as Exhibit 99.1 to the Corporation’s Current Report on Form8-K filed on April 11, 2005, and is incorporated herein by reference.
On April 24, 2019, the Corporation issued a press release announcing Mr. Lafond’s appointment to the Board. A copy of the press release is filed with thisForm 8-K as Exhibit 99.1.
