XML 159 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Nov. 30, 2023

Nov. 30, 2022

Nov. 30, 2021

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performance

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. In accordance with the transitional relief under the SEC rules, only three years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.


										Value of Initial Fixed $100 Investment Based On:
Fiscal Year (a)		Summary Compensation Table Total for PEO($)⁽¹⁾⁽²⁾ (b)		Compensation Actually Paid to PEO($)⁽³⁾ (c)		Average Summary Compensation Table Total for non-PEO NEOs($)⁽¹⁾⁽²⁾ (d)		Average Compensation Actually Paid to non-PEO NEOs($)⁽³⁾ (e)		PRGS Total Stockholder Return($)⁽⁴⁾ (f)		NASDAQ Computer Index Total Stockholder Return($)⁽⁴⁾⁽⁵⁾ (g)		Net Income ($M) (h)		Non-GAAP Operating Income ($M)⁽⁶⁾ (i)
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

Company Selected Measure Name

Non-GAAP Operating Income

Named Executive Officers, Footnote [Text Block]

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

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

Peer Group Issuers, Footnote [Text Block]

⁽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, 2023).

PEO Total Compensation Amount

$ 8,635,534

$ 6,900,213

$ 6,019,029

PEO Actually Paid Compensation Amount

$ 9,246,854

12,820,362

13,091,651

Adjustment To PEO Compensation, Footnote [Text Block]

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

		PEO
Fiscal Year		2021			2022			2023
SCT Total		$6,019,029			$6,900,213			$8,635,534
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($4,557,407	)		($5,642,964	)		($7,184,594	)
+ 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
+ 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
+ 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
+ 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
- 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

		NEO
Fiscal Year		2021			2022			2023
SCT Total		$2,440,870			$1,928,895			$2,380,214
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($1,688,435	)		($1,282,551	)		($1,590,901	)
+ 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
+ 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
+ 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
+ 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
- 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

Non-PEO NEO Average Total Compensation Amount

$ 2,380,214

1,928,895

2,440,870

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,526,879

3,424,464

4,036,210

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

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

		PEO
Fiscal Year		2021			2022			2023
SCT Total		$6,019,029			$6,900,213			$8,635,534
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($4,557,407	)		($5,642,964	)		($7,184,594	)
+ 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
+ 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
+ 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
+ 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
- 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

		NEO
Fiscal Year		2021			2022			2023
SCT Total		$2,440,870			$1,928,895			$2,380,214
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		($1,688,435	)		($1,282,551	)		($1,590,901	)
+ 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
+ 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
+ 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
+ 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
- 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

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

PRGS & Peer TSR vs. Compensation Actually Paid

Compensation Actually Paid vs. Net Income [Text Block]

Net Income vs. Compensation Actually Paid

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Operating Income vs. Compensation
Actually Paid

Tabular List [Table Text Block]

Tabular List of Financial Performance Measures

The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2023. Please see the “Compensation Discussion and Analysis” for a further description of the metrics used in the Company’s executive compensation program.

1.	Non-GAAP Operating Income – incentivizes profitability and operation efficiency
2.	Non-GAAP Revenue – broad topline financial metric incentivizing business development and growth
3.	Adjusted Free Cash Flow – reflects disciplined management of the business to generate cash for investment and capital returns

Total Shareholder Return Amount

$ 134.31

132.97

120.82

Peer Group Total Shareholder Return Amount

148.35

102.36

142.39

Net Income (Loss) Attributable to Parent

$ 194,200,000

$ 182,800,000

$ 172,900,000

Company Selected Measure Amount

270,600,000

242,100,000

229,200,000

Mr. Gupta

Mr. Gupta

Mr. Gupta

Additional 402(v) Disclosure [Text Block]

Relationship Between Pay and Performance

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-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 year due to the increased value of performance-based and equity compensation as a result of strong stock price performance over the three-year period.

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

Non-GAAP Operating Income

Non-GAAP Measure Description [Text Block]

⁽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 2023 incentive program design. This measure is used to determine the payout of 40% of the 2023 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.

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

Non-GAAP Revenue

Measure [Axis]: 3

Pay vs Performance Disclosure [Table]

Adjusted Free Cash Flow

Peo Grant Date Fair Value Of Option Awards And Stock Awards Granted In Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

$ (7,184,594)

$ (5,642,964)

$ (4,557,407)

Peo Fair Value At Fiscal Year End Of Outstanding And Unvested Option Awards And Stock Awards Granted In Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

6,944,482

7,164,080

5,272,547

Peo Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

26,379

4,351,106

5,407,403

Peo Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

553,066

419,596

452,241

Peo 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 [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

271,987

(371,669)

497,837

Peo 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 [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

0

0

0

Non N E O P E O Grant Date Fair Value Of Option Awards And Stock Awards Granted In Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

(1,590,901)

(1,282,551)

(1,688,435)

Non N E O P E O Fair Value At Fiscal Year End Of Outstanding And Unvested Option Awards And Stock Awards Granted In Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

1,537,748

1,628,288

1,922,508

Non N E O P E O Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

7,467

1,115,953

1,142,112

Non N E O P E O Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

122,452

95,362

105,531

Non N E O P E O 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 [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

69,899

(61,483)

113,625

Non N E O P E O 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 [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

$ 0

$ 0

$ 0