PagerDuty (PD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 26, 2025, via virtual webcast; record date is May 12, 2025.

• Key proposals: election of three Class III directors, ratification of auditor, and advisory vote on executive compensation.

• Fiscal 2025 revenue reached $467.5M (up 8.5% YoY), with GAAP gross margin at 83.0% and non-GAAP operating income at $82.7M.

• GAAP net loss narrowed to $54.5M from $81.8M in the prior year; non-GAAP net income was $80.4M.

Voting matters and shareholder proposals

• Proposal 1: Elect Elena Gomez, Zachary Nelson, and Bonita Stewart as Class III directors for terms expiring 2028.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2026.

• Proposal 3: Advisory, non-binding vote to approve named executive officer compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten members, 80% independent, with 60% female representation and average tenure of 5.4 years.

• Board divided into three classes with staggered three-year terms; new directors added in 2024 and 2025.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership: CEO serves as Chair; presiding director role held by Zachary Nelson.

• Annual board and committee evaluations inform composition and refreshment.