pd-20230502

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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_____________________________________________________________________________________

PagerDuty, Inc.

(Name of Registrant as Specified In Its Charter)

____________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Stockholder,

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of PagerDuty, Inc. (“PagerDuty” or the “Company”), to be held on Wednesday, June 14, 2023, at 2:00 p.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PD2023 (please have your notice or proxy card in hand when you visit the website). You will not be able to attend the Annual Meeting in person.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.



			YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.

On behalf of the Company's Board of Directors, thank you for your support of and interest in PagerDuty.

Sincerely,

Jennifer Tejada

CEO and Chair of the Board of Directors

Notice of Annual Meeting of Stockholders

Meeting Details


DATE AND TIME Wednesday, June 14, 2023 at 2:00 p.m. Pacific Time	PLACE www.virtualshareholdermeeting.com/PD2023.	RECORD DATE April 18, 2023 (the “Record Date”)

Items of Business


1			To elect the Board of Directors’ nominees, Jennifer Tejada, Sameer Dholakia and William Losch, as Class I directors to hold office until the 2026 Annual Meeting of Stockholders.
2			To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2024.
3			To conduct an advisory, non-binding vote to approve the compensation of our named executive officers.
4			To conduct any other business properly brought before the meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 14, 2023. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made available on or about May 2, 2023 at the following website: www.proxyvote.com, as well as on our investor relations webpage at https://investor.pagerduty.com in the “Financials” section under “SEC Filings.” We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission.

By Order of the Board of Directors,


Shelley Webb SVP, General Counsel and Secretary						San Francisco, California May 2, 2023



			Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about May 2, 2023.

Table of Contents


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			6
PROPOSAL 1 - ELECTION OF DIRECTORS			22
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
PROPOSAL 3 - ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			26

AUDIT COMMITTEE REPORT			25
EXECUTIVE OFFICERS			27
COMPENSATION DISCUSSION & ANALYSIS			28
EXECUTIVE COMPENSATION			53
ADDITIONAL COMPENSATION MATTERS			68
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			75
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			77
OTHER MATTERS			80



Experience		Description	Number of Directors with the Experience

	Public Company CEO	Directors who have served as public company CEOs are important to us because they have the experience and perspective to analyze, shape, and oversee the execution of important operational and policy issues	nnnnnnnnn
	Global Experience	Global experience can provide valuable business and cultural perspectives regarding many important aspects of our business as we are a global organization with sales and other offices around the world	nnnnnnnnn
	Technology, Product, and Cybersecurity	Directors with deep insight in technology infrastructure, business products, and cybersecurity risks are particularly important to us given our focus on product innovation and expanding our service offerings	nnnnnnnnn
	Sales and Marketing	Experience building global sales, marketing, and brand-building in new markets and opportunities for innovation and disruption are important to us to grow our revenue	nnnnnnnnn
	Finance	Directors with significant expertise in corporate finance, financial accounting, financial strategy, and financial reporting are valuable to us in order to promote effective capital allocation, robust controls, and oversight	nnnnnnnnn
	Corporate Development, Strategy, and M&A	Experience in business development, corporate strategy, and mergers and acquisitions that includes skills in assessing and analyzing proposed acquisitions along with the Company’s strategy and long-term corporate development	nnnnnnnnn
	Human Capital Management / Talent / Inclusion and Diversity	Expertise in the implementation of a successful framework for workforce acquisition, management, and optimization, and aligning company culture that results in the attraction, development and retention of top candidates with diverse skills and backgrounds are important to us because our corporate culture is critical component of our success	nnnnnnnnn
	Scaling a SaaS Company	Directors with experience growing successful SaaS companies, reaching scale and maturity are important to us as we scale to become a $1B revenue company	nnnnnnnnn
	Governance, Risk, Regulatory, and Compliance	Experience in public company corporate governance, enterprise risk, privacy, compliance, regulatory, public policy, and creating long term sustainable value are extremely relevant to PagerDuty’s business and important to us in order to protect stockholder value, while balancing other constituencies’ interests	nnnnnnnnn


GENDER 44% Female			ETHNIC DIVERSITY 67% Ethnically Diverse			INDEPENDENCE 78% Independent


Jennifer Tejada AGE: 52 DIRECTOR SINCE: 2016			Ms. Tejada has served as our Chief Executive Officer and as a member of our Board since July 2016. From July 2013 to July 2015, Ms. Tejada served as President and Chief Executive Officer at Keynote Systems, Inc., a software company specializing in digital performance analytics and web and mobile testing. Ms. Tejada currently serves on the board of directors of The Estée Lauder Companies Inc., a multinational manufacturer and marketer of beauty products, and she previously served on the board of directors of UiPath, Inc., global software company that develops a platform for robotic process automation, from September 2020 until April 2023. Prior to her role at PagerDuty, Ms. Tejada was the CEO of Keynote Systems where she led the company to strong profitable growth before its acquisition by Dynatrace in 2015. Before Keynote, Ms. Tejada was Executive Vice President and Chief Strategy Officer at the enterprise software company Mincom leading its global strategy up to its acquisition in late 2011 by ABB. She has also held senior positions at Procter & Gamble and i2 Technologies (acquired by JDA Software). Ms. Tejada holds a B.A. in Business Management and Organizational Behavior from the University of Michigan. Ms. Tejada was selected to serve on our Board because of the experience and perspective she provides as our Chief Executive Officer, as well as her broad executive experience successfully leading, scaling, and optimizing global technology companies.


Sameer Dholakia AGE: 49 DIRECTOR SINCE: 2019			Mr. Dholakia has served on our Board since December 2019. Mr. Dholakia has served as a partner at Bessemer Venture Partners, a venture capital and private equity firm, since May 2022, and has served as the Chief Executive Officer of Twilio SendGrid at Twilio, Inc., a cloud communication platform, from Twilio’s acquisition of SendGrid, Inc., a customer communication platform, in February 2019 to June 2020. From 2014 to February 2019, he served as the Chief Executive Officer and a member of the board of directors of SendGrid, Inc. and as Chairman of the board from September 2017 to February 2019. Prior to joining SendGrid, Mr. Dholakia served at Citrix Systems, Inc., an enterprise software company, as Group Vice President and General Manager of the Cloud Platforms group from 2011 to 2014 and as the Vice President of Marketing from 2010 to 2011. He joined Citrix in 2010 following Citrix’s acquisition of VMLogix, Inc., a provider of virtualization management software, where he served as Chief Executive Officer from 2007 to 2010. Mr. Dholakia has also served on the board of directors of ServiceTitan, Inc., a software company, since 2021. Mr. Dholakia holds a B.A. in Economics and an M.A. in Organizational Studies from Stanford University and an M.B.A. from Harvard Business School. Mr. Dholakia was selected to serve on our Board because of his wealth of knowledge in building and scaling great companies, extensive experience working in the technology sector, and senior leadership experience at technology companies.


William Losch AGE: 61 DIRECTOR SINCE: 2022			Mr. Losch has served on our Board since August 2022. He has been an advisor to Okta, Inc., an identity management platform for enterprises, since his retirement as Chief Financial Officer of Okta in March 2021. From June 2013 until his retirement in March 2021, he served as Chief Financial Officer of Okta, and from June 2007 to June 2013, he served as Chief Financial Officer at MobiTV, Inc., a technology platform provider of multiscreen video delivery services. From October 2004 to May 2007, he served as the Chief Accounting Officer at DreamWorks Animation, SKG, Inc., an animation company. From March 1998 to July 2003, he served in various finance positions, most recently as Vice President of Finance and Chief Accounting Officer, at Yahoo! Inc., an internet company. Mr. Losch currently serves on the boards of directors of two private companies: Druva, Inc., a cloud data protection and management as a service and Onfido, Inc. an identity verification and authentication provider. Mr. Losch holds a B.A. in Economics from the University of California, Los Angeles. Mr. Losch was selected to serve on our Board because of his more than three decades of successful experience providing financial and operational leadership for high-performing SaaS companies.


Alec Gallimore AGE: 59 DIRECTOR SINCE: 2020			Dr. Gallimore has served on our Board since November 2020. Dr. Gallimore has served as the Robert J. Vlasic Dean of Engineering at the University of Michigan since 2016 and the Richard F. and Eleanor A. Towner Professor of Engineering at the University of Michigan since 2015. He has held various positions of increasing responsibility at the University of Michigan since joining the institution in 1992. Starting on July 1, 2023, Dr. Gallimore will serve as Duke University’s next provost and chief academic officer. Dr. Gallimore has served on several NASA and U.S. Department of Defense boards and studies, including as a member of the United States Air Force Scientific Advisory Board. He is a fellow of the American Institute of Astronautics and Aeronautics and a member of the National Academy of Engineering. Dr. Gallimore currently serves on the board of directors for ANSYS, Inc., an engineering simulation software company, on the board of trustees for the Institute for Defense Analyses (a not-for-profit entity), and as a non-executive director for Bechtel Corporation, an engineering, procurement, construction, and project management company. Dr. Gallimore holds a B.S. in Aeronautical Engineering from Rensselaer Polytechnic Institute and an M.A. and Ph.D. in Aerospace Engineering, with a focus on plasma physics, from Princeton University. Dr. Gallimore was selected to serve on our Board because of his extensive technical expertise and experience, and leadership in engineering R&D and education.


Rathi Murthy AGE: 57 DIRECTOR SINCE: 2019			Ms. Murthy has served on our Board since March 2019. Since June 2021, Ms. Murthy has served as the President & Chief Technology Officer of Expedia Group, managing all of product and technology. Ms. Murthy previously served as the Chief Technology Officer of Verizon Media, a division of Verizon Communications, Inc., a telecommunications company, from January 2020 until May 2021. Ms. Murthy served as Chief Technology Officer at Gap Inc., a clothing and accessories retailer, from March 2016 to January 2020. From September 2012 to March 2016, Ms. Murthy served in various roles at American Express Company, a multinational financial services company, including Senior Vice President and Chief Information Officer of Enterprise Growth from January 2015 to March 2016 and Vice President, Technology from September 2012 to January 2015. Ms. Murthy holds a B.S. in Electrical Engineering from Bangalore University and an M.S. in Computer Engineering from Santa Clara University. Ms. Murthy was selected to serve on our Board because of her extensive technology and engineering experience, developing and building platforms and products for emerging technologies, and senior leadership experience in technology at public companies.


Alex Solomon AGE: 40 DIRECTOR SINCE: 2010			Mr. Solomon co-founded our company and has served as our General Manager of Flexible Platform since January 2021, and as a member of our Board since November 2010. Mr. Solomon served as our Chief Technology Officer from July 2016 to January 2021, and as our Chief Executive Officer from May 2010 to July 2016. Mr. Solomon holds a B.S.E. from the University of Waterloo. Mr. Solomon was selected to serve on our Board because of his experience as our co-founder and former Chief Executive Officer.


Elena Gomez AGE: 53 DIRECTOR SINCE: 2018			Ms. Gomez has served on our Board since October 2018. Ms. Gomez is currently the Chief Financial Officer of Toast, Inc., a cloud-based restaurant software company. From May 2016 until May 2021, Ms. Gomez served as Chief Financial Officer at Zendesk, Inc., a global company that builds software for customer service and engagement. From July 2010 to April 2016, Ms. Gomez served in senior finance roles at Salesforce, Inc., a global enterprise software company, including Senior Vice President Go To Market Distribution from July 2015 to April 2016, Vice President Sales and Support and Marketing Finance from June 2011 to June 2015, and Senior Director Marketing and General and Administrative Finance from July 2010 to June 2011. Prior to that, she held finance roles at Visa Inc., a financial services company, and The Charles Schwab Corporation, a brokerage and banking company. Ms. Gomez currently serves on the board of directors of Smartsheet Inc. and on the board of directors of the Haas School of Business at the University of California, Berkeley. Ms. Gomez holds a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley. Ms. Gomez was selected to serve on our Board because of her financial expertise as well as her extensive experience working in the technology sector and senior leadership experience at technology companies and public companies.


Zachary Nelson AGE: 61 DIRECTOR SINCE: 2018			Mr. Nelson has served on our Board since June 2018. Since December 2021, he has served as Chief Executive Officer of ZE Investments, a private investment company. From July 2002 to June 2017, Mr. Nelson served as the Chief Executive Officer at NetSuite Inc., a business management software company that was acquired by Oracle Corporation, a computer technology company, in November 2016. Since August 2021, Mr. Nelson has served on the board of directors as well as the audit committee of Freshworks, Inc., a software solutions company. Since January 2022, he has served on the board of directors of Snyk Limited, a provider of developer-first tooling and security intelligence. Mr. Nelson holds a B.S. in Biological Sciences and an M.A. in Anthropology from Stanford University. Mr. Nelson was selected to serve on our Board because of his experience building and scaling high-velocity cloud software companies and senior leadership experience at technology companies.


Compensation Committee MEMBERS: ZACHARY NELSON (CHAIR) SAMEER DHOLAKIA RATHI MURTHY			Our Compensation Committee is responsible for, among other things: •reviewing and approving, or recommending that our Board approve, the compensatory arrangements of our executive officers and other senior management, as appropriate; •reviewing and recommending to our Board the compensation of our non-employee directors; •administering our equity award plans, compensation plans and similar programs; •evaluating and adopting compensation plans and programs and evaluating and recommending to our Board for approval the modification or termination of our existing plans and programs; and •reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation strategy. Each member of our Compensation Committee meets the requirements for independence under the listing standards of the NYSE and the applicable rules and regulations of the SEC. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.


Bonita Stewart AGE: 65 DIRECTOR SINCE: 2021			Ms. Stewart has served on our Board since January 2021. Since 2006, Ms. Stewart has served in various roles at Google, Inc., a wholly-owned subsidiary of Alphabet Inc., a global technology company, including her current role as Board Partner for Gradient Ventures, Google’s early stage venture fund investing in artificial intelligence enabled companies. At Google, Ms. Stewart previously served as Vice President, Global Partnerships from July 2016 to June 2020; as Vice President, Americas, Partner Business Solutions from August 2012 to December 2015; as Vice President, U.S. Sales and Operations from 2011 to 2012; as Managing Director, U.S. Sales from 2009 to 2010; and as Industry Director, U.S. Automotive from 2006 to 2009. Ms. Stewart has served on the board of directors of Deckers Outdoor Corporation, a footwear design and distribution company, since September 2014. She also served on the boards of directors of PluralSight, Inc., a leading cloud- based technology skills development platform, from October 2018 to April 2021, and Volta, Inc., an electric vehicle charging infrastructure network, from August 2021 until March 2023. Ms. Stewart holds a B.A. degree in Journalism from Howard University and an M.B.A. degree from Harvard Business School. Ms. Stewart was selected to serve on our Board because of her extensive experience leading multi-billion dollar operations, accelerating digital technology adoption and driving business transformation for major corporations in the IT, automotive and technology fields.



Name of Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Jennifer Tejada
Sameer Dholakia		Member
Alec Gallimore	Member
Elena Gomez	Chair
William Losch	Member
Rathi Murthy		Member	Chair
Zachary Nelson		Chair	Member
Alex Solomon
Bonita Stewart	Member		Member
Total Number of Meetings in Fiscal Year 2023	4	7	4


Audit Committee MEMBERS: ELENA GOMEZ (CHAIR) ALEC GALLIMORE WILLIAM LOSCH BONITA STEWART			The Audit Committee oversees the Company’s corporate accounting and financial reporting processes and audits of its financial statements. The principal duties and responsibilities of our Audit Committee include, among other things: •helping our Board oversee our corporate accounting and financial reporting processes, systems of internal control, and financial statement audits, and the integrity of our financial statements; •managing the selection, engagement terms, fees, qualifications, independence, and performance of qualified firms to serve as independent registered public accounting firms to audit our financial statements; •discussing the scope and results of the audit with the independent registered public accounting firms, and reviewing, with management and the independent accountants, our interim and year-end operating results; •developing and reviewing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters; •overseeing our risk identification, assessment and management practices, processes and policies in all areas of our business, including financial and accounting; •overseeing compliance with our Code of Business Conduct and Ethics; •reviewing and approving related-party transactions; •obtaining and reviewing a report by the independent registered public accounting firms, at least annually, that describes the firm’s internal quality-control procedures, any material issues with such procedures, and any steps taken to address such issues when required by applicable law; and •approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firms. Each member of our Audit Committee meets the requirements for independence under the listing standards of the NYSE and the applicable rules and regulations of the SEC. Each member of our Audit Committee also meets the financial literacy requirements of the listing standards of the NYSE. In addition, our Board has determined that each of Ms. Gomez and Mr. Losch is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).


Nominating and Corporate Governance Committee MEMBERS: RATHI MURTHY (CHAIR) ZACHARY NELSON BONITA STEWART			Our Nominating Committee is responsible for, among other things: •identifying and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on our Board; •reviewing the performance of our Board, including committees of the Board, and management; •considering and making recommendations to our Board regarding the composition of our Board and its committees; •instituting plans or programs for the continuing education of directors and orientation of new directors; •reviewing our environmental, social and governance (“ESG”) activities and programs and, as appropriate, our public disclosures related to ESG matters; •developing and making recommendations to our Board regarding corporate governance guidelines and matters; and •reviewing plans for succession to the offices of our executive officers and making recommendations to our Board regarding selection of appropriate individuals to succeed to these positions. Each member of our Nominating Committee meets the requirements for independence under the listing standards of the NYSE.


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)	Stock Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Sameer Dholakia	51,048	—	184,988	—	236,036
Alec Gallimore	45,000	—	184,988	—	229,988
Elena Gomez	55,000	—	184,988	—

SEC Form DEF 14A filed by PagerDuty Inc.