PagerDuty (PD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Fiscal 2026 marked the first full year of GAAP profitability, with revenue of $492.5M (up 5.4%), improved gross margin, and significant operating income growth.

• The company emphasizes a pay-for-performance philosophy, aligning executive compensation with shareholder value and company performance.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class I directors for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year ending January 31, 2027.

• Advisory, non-binding vote to approve named executive officer compensation (say-on-pay).

• No other shareholder proposals are scheduled.

Board of directors and corporate governance

• The board consists of ten members, nine of whom are independent; board is divided into three staggered classes.

• Board diversity: 60% female, average tenure 4.5 years, 90% independent.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with independent members.

• Annual board evaluations are conducted by an independent advisor.

• Corporate governance guidelines and a code of business conduct and ethics are in place.