Pegasystems Inc. Corporate Governance Guidelines
These Corporate Governance Guidelines (the “Guidelines”) have been approved and adopted by theBoard of Directors (the “Board”) of Pegasystems Inc. (the “Corporation”). Together with the charters of thevarious Board committees, these Guidelines provide the framework for corporate governance. The Board will
review these Guidelines to incorporate any changes the Board considers to be appropriate.
Except where the Guidelines reflect the requirements of law or the listing requirements of the Nasdaq
Stock Market (“Nasdaq”), these Guidelines do not modify, or interpret the Corporation’s Articles ofIncorporation, Bylaws, or any applicable law, rule or regulation.
1. Role of Board
The Board is elected by the shareholders. Except for those matters reserved for shareholder approval, the Boardis the ultimate decision-making body of the Corporation. The Board advises and guides senior management andmonitors its performance.
In accordance with MA law: “A director shall discharge his duties as a director, including his duties as a memberof a committee: (1) in good faith; (2) with the care that a person in a like position would reasonably believe
appropriate under similar circumstances; and (3) in a manner the director reasonably believes to be in the bestinterests of the corporation. In determining what the director reasonably believes to be in the best interests of thecorporation, a director may consider the interests of the corporation's employees, suppliers, creditors andcustomers, the economy of the state, the region and the nation, community and societal considerations, and thelong-term and short-term interests of the corporation and its shareholders, including the possibility that theseinterests may be best served by the continued independence of the corporation.” In fulfilling that responsibility,the Board may rely on the honesty and integrity of the Corporation’s senior management and on legal,accounting, financial, and other advisors.
2. Board Leadership
The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of theBoard Chair and the Chief Executive Officer in the best interests of the Corporation. Therefore, the Board does
not have a policy on whether the role of the Board Chair and the Chief Executive Officer should be separate orcombined. When the position of Chair of the Board is held by a non-Independent Director, the Independent
Directors may designate a Lead Independent Director (the “Lead Independent Director”).
3. Director Independence
The Board believes that a majority of the Board should be “independent directors” as defined by the Nasdaq
Rules.
4. Director Qualifications
The Nominating and Corporate Governance Committee assists the Board in identifying qualified individuals tobecome Board members, in determining the composition of the Board and its committees, and in developing andmonitoring a process to assess board effectiveness.
5. Size of Board
The Board reviews from time to time the appropriate size of the Board.
6. Board Meetings:a) Regular and Special Meetings. The Board currently holds regularly scheduled meetings and calls for
special meetings as necessary.
b) Attendance. Directors are expected to attend all meetings of the Board and Committees of the Board on
which they serve. It is understood that, on occasion, circumstances may arise that prevent a director fromattending a meeting.

Page 1 of 3c) Attendance at the Annual Meeting of Stockholders. It is the Corporation’s policy that directors areinvited and encouraged to attend the Annual Meeting of Stockholders in person, telephonically, or byother means.
d) Approval of Agenda. The Chair of the Board or Committees of the Board will approve the respective
agendas for each meeting.
e) Director Requests. Any director may request that an item be included on the agenda.
f) New Agenda Items. While each agenda is carefully planned, it is flexible enough so that unexpecteddevelopments can be discussed at meetings.
g) Advance Materials Distribution. To the extent possible, materials will be distributed to the directors inadvance of the meeting for the director’s review. Certain materials are of an extremely sensitive natureand may not be distributed in advance.
7. Committees
The Board will have an Audit Committee, a Compensation Committee, and a Nominating and Corporate
Governance Committee. The Board may establish additional committees, including special committees.
Committee members will be appointed by the Board. The Chair of each committee will provide reports to theBoard as appropriate.
a) Audit Committee. The primary purpose of the Audit Committee is to oversee the accounting andfinancial reporting processes and the audits of the financial statements of the Corporation. It is also
responsible for compliance and risk oversight. The Audit Committee shall be comprised of three or more
directors, each meeting the independence and experience requirements of the Nasdaq and of theSecurities Exchange Act of 1934, as amended, (the “Exchange Act”). At least one member shall qualify
as an “audit committee financial expert”, as defined in Item 407(d)(5) of Regulation S-K under theExchange Act. The Audit Committee will meet at least four times a year.
b) Compensation Committee. The primary purpose of the Compensation Committee is to oversee thecompensation of the Company’s employees. The Compensation Committee is also responsible forproducing an annual report on executive compensation for the Annual Report on Form 10-K or ProxyStatement. The Compensation Committee shall be comprised of three or more directors, each meeting
the independence requirements of the Nasdaq and other applicable rules.
c) Nominating and Corporate Governance Committee. The primary purpose of the Nominating andCorporate Governance Committee is to evaluate and nominate directors to the Board as well as to reviewand update the Corporate Governance Guidelines and the Code of Conduct. The Nominating andCorporate Governance Committee shall be comprised of directors who each meet the independence
requirements of the Nasdaq and other applicable rules.
8. Executive Sessions of Independent Directors
The independent directors of the Board will meet in Executive Session at least two times each year. The
Executive Sessions are led by the Lead Independent Director or Chair of the Nominating and Corporate
Governance Committee.
9. Retention of Advisors/Consultants
The Board and each Committee of the Board shall have the authority to retain outside financial, legal, or otheradvisors as they deem appropriate.
10. Director Availability
Directors must devote sufficient time to carry out their duties and responsibilities effectively. Directors are also
expected to avoid any action, position, or arrangement that conflicts, or appears to conflict, with the Corporation.
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Directors who also serve as chief executive officers or in equivalent positions should generally not serve on morethan 2 additional boards while other directors should generally not serve on more than 4 additional boards
without advising the Board of their outside commitments.
11. Board Access to Management
The members of the Board have access to Corporation employees to obtain the information necessary to fulfill
their duties.
12. Directors Who Change Job Responsibility
The Board does not believe directors who retire from or change their principal occupation or businessassociation should necessarily leave the Board, but they should notify the Board of any such change. This
notification allows the Board, through the Nominating and Corporate Governance Committee, the opportunity toreview the continued appropriateness of Board membership under these circumstances.
13. Stock Ownership
It is the policy of the Board that ownership by directors of the Corporation’s stock is desirable to align theinterests of the directors with those of the stockholders. The Board and/or the Nominating and Corporate
Governance Committee will periodically review the extent to which any executive officer or director has pledged
or margined shares of the Corporation’s common stock, with a focus on the potential risk to stockholders. TheNominating and Corporate Governance Committee may from time to time propose stock ownership guidelines
for the Board’s consideration.
14. Continuing Education
The Corporation encourages directors to participate in continuing education programs focused on theCorporation’s business and industry, committee roles and responsibilities, and legal and ethical responsibilitiesof board members.
15. Assessing Board and Committee Performance
The Nominating and Corporate Governance Committee should establish an annual process for permitting theBoard and each committee to conduct an assessment of its performance and effectiveness during the prior year.
The Nominating and Corporate Governance Committee will also establish a process for an outside evaluation ofthe Board and each committee every third year. Each committee and the full Board will consider and discuss thefindings of the assessments.
16. Annual Performance Review of Chief Executive Officer
The Compensation Committee shall conduct an annual performance review of the Corporation’s Chief ExecutiveOfficer (“CEO”). The Compensation Committee will establish the evaluation process and determine the specificcriteria on which the performance of the CEO is evaluated, which evaluation may be conducted in conjunction
with the compensation review for the CEO.
17. Chief Executive Officer and Management Succession
In conjunction with the annual evaluation of the CEO, the independent directors of the Board shall work with theCEO to plan for the succession of the CEO. Additionally, the Board will work in collaboration with the CEO on
executive management talent succession.
18. Revisions to the Guidelines
The Nominating and Corporate Governance Committee will periodically review and recommend to the Boardchanges to these Guidelines.
19. Amendments and Waivers
The Board may amend, waive, suspend or repeal any of these Guidelines at any time, with or without public
notice as it deems necessary or appropriate, in the exercise of the Board’s judgment or fiduciary duties.
Adopted on December 13, 2022
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