DEF 14A of PagerDuty, Inc., May 4, 2026

DEF 14A of PagerDuty, Inc.

Filed May 4, 2026 · FY20260001568100-26-000020

Open on EDGAR

  1. Securities Exchange Act of 1934

    | EXECUTIVE COMPENSATION | 41 | | SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2026 | 41 | | GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026 | 42 | | OUTSTANDING EQUITY AWARDS AS OF JANUARY 31, 2026 | 43 | | STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2026 | 44 | | EMPLOYMENT AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS | 44 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 45 | | PENSION BENEFITS | 47 | | NON-QUALIFIED DEFERRED COMPENSATION | 48 | | EMPLOYEE BENEFIT AND STOCK PLANS | 48 | | EQUITY COMPENSATION PLAN INFORMATION | 51 | | ADDITIONAL COMPENSATION MATTERS | 52 | | CEO REPORTED VS. REALIZABLE PAY | 52 | | CEO PAY RATIO | 52 | | PAY VERSUS PERFORMANCE | 54 | | FINANCIAL PERFORMANCE MEASURES | 56 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 | | DELINQUENT SECTION 16(a) REPORTS | 61 | | TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION | 62 | | RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES | 62 | | CERTAIN RELATED PERSON TRANSACTIONS | 63 | | HOUSEHOLDING OF PROXY MATERIALS | 64 | | QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 65 | | OTHER MATTERS | 71 |

  2. Securities Exchange Act of 1934

    Board of Directors and Corporate Governance Our business is overseen by our Board, which currently has ten members. Nine of our directors are independent according to the requirements of the New York Stock Exchange (“NYSE”). Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are four directors in the class whose term of office expires in 2026. Each of the nominees listed below is currently a director of the Company. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Mr. Aronson was first identified as a prospective director candidate by a third-party consultant. Mr. Carty was first identified as a prospective director candidate by our former stockholder Scalar Gauge Fund, LP and certain of its affiliates (together, “Scalar Gauge”) and was appointed to our Board in accordance with our cooperation agreement with Scalar Gauge. Ms. Franklin was first identified as a prospective director candidate by a third-party consultant. The Company encourages directors and director nominees to attend the Annual Meeting, and all of the then-current members of our Board attended the 2025 Annual Meeting of Stockholders. The following table shows, as of April 30, 2026, certain information about our directors who we expect to continue in office after the Annual Meeting, including the four nominees for election at the Annual Meeting:

  3. Securities Exchange Act of 1934

    | Name | Age | Director Since | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Class I Directors: Nominees for Election at the Current Annual Meeting | | | | | | | | Jennifer Tejada | 55 | July 2016 | | | | | | Sarah Franklin | 50 | December 2024 | X | X | | | | William Losch | 64 | August 2022 | X | Chair | | | | Donald Carty | 79 | April 2025 | X | X | | | | Class II Directors: Continuing in Office until the 2027 Annual Meeting | | | | | | | | Teresa Carlson | 63 | March 2024 | X | X | | X | | Rathi Murthy | 60 | March 2019 | X | | X | | | Scott Aronson | 55 | February 2026 | X | X | | | | Class III Directors: Continuing in Office until the 2028 Annual Meeting | | | | | | | | Elena Gomez | 56 | October 2018 | X | X | | | | Zachary Nelson | 64 | June 2018 | X | | Chair | X | | Bonita Stewart | 68 | January 2021 | X | | X | Chair |

  4. Securities Exchange Act of 1934

    | PagerDuty | 1 | 2026 Proxy Statement |

  5. Securities Exchange Act of 1934

    Below is a summary of the primary experience, qualifications and skills that our director nominees and continuing directors bring to the Board:

  6. Securities Exchange Act of 1934

    | 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 | nnnnnnnnnn | | | 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 | nnnnnnnnnn | | | Technology, Product, and Cybersecurity | Directors with 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 | nnnnnnnnnn | | | 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 | nnnnnnnnnn | | | 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 | nnnnnnnnnn | | | 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 are important to us as we seek inorganic growth | nnnnnnnnnn | | | Human Capital & Talent Management | 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 a range of skills and backgrounds are important to us because our corporate culture is critical component of our success | nnnnnnnnnn | | | 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 | nnnnnnnnnn | | | 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 | nnnnnnnnnn | | | Emerging Technologies and Artificial Intelligence (AI) | Experience in identifying strategic opportunities and overseeing risks related to innovation and emerging technologies, including artificial intelligence, are important to us as we continue to explore new opportunities and technologies in helping organizations drive operational transformation | nnnnnnnnnn |

  7. Securities Exchange Act of 1934

    Board Profile

  8. Securities Exchange Act of 1934

    | INDEPENDENCE 90% Independent | GENDER 60% Female | TENURE Average Tenure: 4.5 Years |

  9. Securities Exchange Act of 1934

    | PagerDuty | 2 | 2026 Proxy Statement |

  10. Securities Exchange Act of 1934

    The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting. Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting

  11. Securities Exchange Act of 1934

    | Jennifer Tejada AGE: 55 DIRECTOR SINCE: 2016 | Ms. Tejada has served as our Chairperson and 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 has been serving on the board of directors of The Estée Lauder Companies Inc. (NYSE:EL), a multinational manufacturer and marketer of prestige beauty products, and she previously served on the board of directors of UiPath, Inc. (NYSE:PATH), global software company that develops a platform for robotic process automation and agentic AI, from September 2020 until April 2023. Beginning in July 2013, 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. |

  12. Securities Exchange Act of 1934

    | Donald Carty AGE: 79 DIRECTOR SINCE: 2025 | Mr. Carty has served on our Board since April 2025. He is currently the Chairman of Porter Aviation Holdings, Inc., a role he has held since November 2005. Mr. Carty served as the Chairman and Chief Executive Officer of American Airlines Group, Inc. (NASDAQ: AAL) from 1998 to 2003 and as Vice Chairman and Chief Financial Officer of Dell, Inc. (NYSE:DELL) from 2008 to 2009 and as a member of the board of directors at Dell from 1992 to 2013. Mr. Carty was the Director and Chair of the Audit Committee at Canadian National Railway Company (NYSE: CNI) from 2011 to 2021; a Director at Hawaiian Airlines, Inc. (NASDAQ: HA) from 2004 to 2007, from 2008 to 2011 and from 2016 to 2022; and a Director of Vmware, Inc. (NYSE: VMW) from 2015 to 2022. He holds a B.A from Queens University (Canada) and a M.B.A. from Harvard Business School. Mr. Carty was selected to serve on our Board because of his multiple leadership roles including his time as the Chairman & Chief Executive Officer of American Airlines Group, Inc. and Vice Chairman and Chief Financial Officer of Dell, Inc., and his experience as a member of a public company board of directors. |

  13. Securities Exchange Act of 1934

    | PagerDuty | 3 | 2026 Proxy Statement |

  14. Securities Exchange Act of 1934

    | Sarah Franklin AGE: 50 DIRECTOR SINCE: 2024 | Ms. Franklin has served on our Board since December 2024. Since January 2024, Ms. Franklin has served as the Chief Executive Officer of Degree, Inc., doing business as Lattice, an AI people management company. She brings 25 years of experience leading and scaling companies in tech and has a unique blend of technical knowledge, business acumen, and marketing expertise. From October 2008 until January 2024, Ms. Franklin served in various executive leadership roles at Salesforce, Inc., a cloud-based software company, including President & Chief Marketing Officer, EVP Platform, and GM Trailhead. Before Salesforce, she worked at a variety of companies ranging from scaled businesses to scrappy startups. During her career, Ms. Franklin has been awarded many accolades, including Forbes’ Most Influential CMO, “CMO to Watch” by Business Insider, and recipient of the Brand Genius Award from Adweek. Ms. Franklin holds a dual degree in chemical engineering and biochemistry from Virginia Tech. Ms. Franklin was selected to serve on our Board because she brings a blend of technical knowledge, business acumen, and marketing expertise in emerging technologies and trends as well as knows how to scale a SaaS company. |

  15. Securities Exchange Act of 1934

    | William Losch AGE: 64 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 board of directors of Druva, Inc., a privately-owned cloud data protection and management as a service company. 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. |

  16. Securities Exchange Act of 1934

    | PagerDuty | 4 | 2026 Proxy Statement |

  17. Securities Exchange Act of 1934

    Directors Continuing in Office Until the 2027 Annual Meeting

  18. Securities Exchange Act of 1934

    | Scott Aronson AGE: 55 DIRECTOR SINCE: 2026 | Mr. Aronson has served on our Board since February 2026. Since November 2024, Mr. Aronson has served as an Operating Partner at Stripes, a private equity and venture fund, focusing on enterprise companies. Prior to joining Stripes, Mr. Aronson was the COO of Cloudera, a data and artificial intelligence platform company, from September 2018 to July 2022. He previously held C-level leadership positions at Medallia, a customer and employee experience management company, from November 2016 to September 2018, and prior to that at Pivotal Software, a cloud platform hosting and consulting services company. Earlier in his career, Mr. Aronson worked at Nortel and Inktomi before being one of the early go-to-market leaders at VMware during a significant growth period between 2003 and 2013. During his tenure at VMware, he held various roles, including Senior Vice President of Global Accounts, leading Global Accounts revenue from $0 to $250M and driving Channel/Alliance expansion to $2.5B. Mr. Aronson received a B.S. in Business Administration from the College of Charleston. Mr. Aronson was selected to serve on our Board because he brings over 30 years of experience in the enterprise technology industry and has built world-class, cohesive leadership teams across various disciplines. |

  19. Securities Exchange Act of 1934

    | Teresa Carlson AGE: 63 DIRECTOR SINCE: 2024 | Ms. Carlson has served on our Board since March 2024. Since October 2023, Ms. Carlson has served as the Chief Executive Officer of General Catalyst Institute. From January to September 2023, Ms. Carlson served as the President and Chief Commercial Officer of Flexport, a supply chain logistics solutions provider. Prior to that, Ms. Carlson served as Corporate Vice President and Executive-in-Residence at Microsoft Corporation, a global technology company, from May to December 2022. From April 2021 to March 2022, Ms. Carlson served as the President and Chief Growth Officer at Splunk, a big data platform provider. Prior to that, Ms. Carlson was a Vice President at Amazon Web Services, a subsidiary of Amazon from December 2010 through April 2021, where she founded and built the Worldwide Public Sector business along with the Aerospace and Satellite business unit and then picked up the other regulated industries from 2019 through 2021. Since August 2023, Ms. Carlson has served on the board of directors of Optimus Healthcare Services, Inc,, a company focused on creating a network of innovative healthcare companies. Ms. Carlson also served on the board of directors of KnightSwan Acquisition Corporation, a special purpose acquisition company, from December 2021 to December 2023. Ms. Carlson received a M.S., and B.S. from Western Kentucky University. Ms. Carlson was selected to serve on our Board because of her extensive leadership experience and her expertise in driving digital transformation in global governments and regulated industries for the technology sector. |

  20. Securities Exchange Act of 1934

    | PagerDuty | 5 | 2026 Proxy Statement |

  21. Securities Exchange Act of 1934

    | Rathi Murthy AGE: 60 DIRECTOR SINCE: 2019 | Ms. Murthy has served on our Board since March 2019. Since March 2025, she has served as Chief Technology Officer of Varo Bank, the first all-digital nationally chartered U.S. bank. Prior to joining Varo Bank, Ms. Murthy served as the President and Chief Technology Officer of Expedia Group, a travel technology company, from June 2021 to May 2024, where she led a major transformation of the company’s travel platform, driving innovation and improving the customer experience. She also served as the Chief Technology Officer of Verizon Media, a division of Verizon Communications, Inc., a telecommunications company, from January 2020 until May 2021, and as Chief Technology Officer at Gap Inc., a clothing and accessories retailer, from March 2016 to January 2020, where she oversaw global technology strategy and led large-scale digital transformation initiatives. Prior to that, Ms. Murthy served in various senior leadership positions 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, where she helped build scalable platforms to support new growth and digital capabilities. Ms. Murthy holds a B.S. in Electrical Engineering from Bangalore University and an M.S. in Computer Engineering from Santa Clara University. In addition to her corporate leadership roles, Ms. Murthy also serves as an advisor to the University of San Francisco’s Board of Trustees Committee on Information Technology Strategy and is on the Board of Sri Sri University. Ms. Murthy was selected to serve on our Board because of her deep expertise in AI, engineering and enterprise technology, her proven track record in building products and platforms at scale, and her executive leadership across global public companies. |

  22. Securities Exchange Act of 1934

    Directors Continuing in Office Until the 2028 Annual Meeting

  23. Securities Exchange Act of 1934

    | Elena Gomez AGE: 56 DIRECTOR SINCE: 2018 | Ms. Gomez has served on our Board since October 2018. Ms. Gomez has served as the Chief Financial Officer of Toast, Inc., a cloud-based restaurant software company since May 2021. 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. Prior to Zendesk, Ms. Gomez served in several senior finance roles at Salesforce, Inc and earlier in her career, she held finance roles at Visa Inc. and The Charles Schwab Corporation. Ms. Gomez Is Chair of the board for the Haas Business School at Berkeley. She also serves on the non-profit boards of Ladies Who Launch and the Boys and Girls Club of San Francisco. 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. |

  24. Securities Exchange Act of 1934

    | PagerDuty | 6 | 2026 Proxy Statement |

  25. Securities Exchange Act of 1934

    | Zachary Nelson AGE: 64 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. Mr. Nelson served on the board of directors as well as the audit committee of Freshworks, Inc. (NASDAQ:FRSH), a software solutions company, from August of 2021 until January 2026. 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. |

  26. Securities Exchange Act of 1934

    | Bonita Stewart AGE: 68 DIRECTOR SINCE: 2021 | Ms. Stewart has served on our board of directors since January 2021. She is a member of the Steering Committee of the BAG Collective, which launched in 2021, and founder and managing partner for BAG Ventures, a venture fund focused on investing in enterprise AI solutions. Prior to launching BAG Ventures she served as a Board Partner at Gradient Ventures where she advised early-stage artificial intelligence companies on their business development strategies and board practices. Ms. Stewart joined Google, a subsidiary of Alphabet Inc., in July 2006 where she served as Vice President, Global Partnerships from January 2016 to March 2021, and Vice President from May 2021 to March 2024, overseeing relationships with the largest US publishers across search, news, media/entertainment, commerce, and mobile apps. Prior to joining Google in 2006, she led Chrysler Group Interactive Communications for DaimlerChrysler AG, Dodge Passenger Cars and Minivans brand management and Chrysler Brand Advertising. Currently, she serves on the Deckers Brands (NYSE:DECK) board and the Dance Theatre of Harlem. Ms. Stewart graduated magna cum laude with a Bachelor of Arts from Howard University and an MBA 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. |

  27. Securities Exchange Act of 1934

    | PagerDuty | 7 | 2026 Proxy Statement |

  28. Securities Exchange Act of 1934

    Director Independence Our common stock is listed on the NYSE. NYSE rules require that a majority of our directors are independent. NYSE rules also generally require that each member of our audit, compensation and nominating and corporate governance committees be independent. Compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management. Audit committee members must also satisfy the independence criteria of Rule 10A-3(b)(1) under the Exchange Act. Our Board has reviewed the independence of our directors, and has determined that all non-employee members of our Board, representing nine of our ten directors, are “independent directors” under current SEC rules and NYSE listing standards, and that each member of our Audit Committee also satisfies the additional independence criteria of Rule 10A-3(b)(1) under the Exchange Act. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with the Company, including the beneficial ownership of our capital stock by each non-employee director, and all other facts and circumstances that our Board deemed relevant. Board Leadership Structure We believe that the structure of our board of directors and its committees provides strong overall management of our Company. Jennifer Tejada, our Chief Executive Officer, serves as Chair of our Board and presides over meetings of our Board and carrying out other customary duties of a board chair. Ms. Tejada brings valuable insight to our Board through the perspective and experience she brings as Chief Executive Officer and more than a decade of public company director experience. Zachary Nelson serves as our Presiding Director, chairing periodic meetings of our independent directors, serving as a liaison between the Chair of the Board and the independent directors, and performing other duties requested by our Board. Role of the Board in Risk Oversight One of the Board’s key functions is informed oversight of the Company’s risk management process. Those risks include, among others, strategic, financial, business and operational, cybersecurity, legal compliance, and reputational risks. The Board believes that its current structure provides effective risk oversight. Although the Board does not have a standing risk management committee, it oversees risk management directly through the Audit Committee, the Board as a whole, and through its other standing committees that address relevant risks inherent in their respective areas of oversight. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also plays a role in overseeing risks from cybersecurity threats, and periodically reviews with Company management significant cybersecurity threats and risks, as well as the processes the Company has implemented to address them. The Audit Committee also oversees compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Nominating and Corporate Governance Committee (the “Nominating Committee”) oversees risks related to our overall corporate governance, including Board and committee composition, Board size and structure and director independence, and succession planning. The Compensation Committee assesses whether any of our compensation practices may encourage excessive risk-taking. Both the Board as a whole and its standing committees receive periodic reports from executive management, and incidental reports as matters arise. It is the responsibility of each committee chair to report findings of any material risk exposures to the Board as appropriate. Meetings of the Board Our Board is responsible for the oversight of Company management and the strategy of the Company and for establishing corporate policies. Our Board and its committees meet throughout the year on a regular schedule, and also hold special meetings and act by written consent from time to time. The Board met twelve times during the last fiscal year. All Board members attended at least 75% of all meetings of the Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member. We encourage our directors and director nominees to attend our annual meeting of stockholders, and all of the then-current members of our Board attended the 2025 Annual Meeting of Stockholders.

  29. Securities Exchange Act of 1934

    | PagerDuty | 8 | 2026 Proxy Statement |

  30. Securities Exchange Act of 1934

    Committees of the Board Our Board has established an Audit Committee, a Compensation Committee and a Nominating Committee. Our Board may establish other committees from time to time to facilitate the management of our business. The composition and responsibilities of each of the committees as of April 30, 2026 is described below. Members serve on these committees until their resignation or until otherwise determined by the Board. Each committee operates under a written charter that satisfies applicable SEC rules and NYSE listing standards. Copies of each charter are posted on our website at https://investor.pagerduty.com/governance/governance-documents. The inclusion of our website address in this Proxy Statement does not include or incorporate by reference the information on our website into this Proxy Statement.

  31. Securities Exchange Act of 1934

    | Name of Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Jennifer Tejada | | | | | Scott Aronson(1) | Member | | | | Teresa Carlson | Member | | Member | | Donald Carty | Member | | | | Sarah Franklin | Member | | | | Elena Gomez | Member | | | | William Losch | Chair | | | | Rathi Murthy | | Member | | | Zachary Nelson | | Chair | Member | | Bonita Stewart | | Member | Chair | | Total Number of Meetings in Fiscal Year 2026 | 5 | 6 | 5 |

  32. Securities Exchange Act of 1934

    (1)Mr. Aronson was appointed to the Board and Audit Committee on February 9, 2026.

  33. Securities Exchange Act of 1934

    | PagerDuty | 9 | 2026 Proxy Statement |

  34. Securities Exchange Act of 1934

    | Audit Committee MEMBERS: WILLIAM LOSCH (CHAIR) SCOTT ARONSON TERESA CARLSON DONALD CARTY SARAH FRANKLIN ELENA GOMEZ | The Audit Committee oversees the Company’s accounting and financial reporting processes and audits of our financial statements. Our Audit Committee is responsible for, among other things: •overseeing our accounting and financial reporting processes, internal controls, financial statement audits, and the integrity of our financial statements; •managing the selection, engagement terms, fees, independence, and performance of our independent registered public accounting firm to audit our financial statements; •reviewing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; •overseeing 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, accounting, tax, privacy, AI, cybersecurity, and information technology matters; •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 pre-approving audit services and fees and non-audit services and fees of our independent registered public accounting firm. Each member of our Audit Committee meets the requirements for independence under NYSE listing standards and the SEC rules. 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 Mr. Losch, Mr. Aronson, Mr. Carty, and Ms. Gomez 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”). |

  35. Securities Exchange Act of 1934

    | PagerDuty | 10 | 2026 Proxy Statement |

  36. Securities Exchange Act of 1934

    | Compensation Committee MEMBERS: ZACHARY NELSON (CHAIR) RATHI MURTHY BONITA STEWART | Our Compensation Committee is responsible for, among other things: •reviewing and approving, or recommending that our Board approve, the compensation of our executive officers and other senior management; •reviewing and recommending to our Board the compensation of our non-employee directors; •administering our equity award plans and other compensation plans; •evaluating and adopting compensation plans and evaluating and recommending to our Board the approval, modification, or termination of our existing plans; 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 NYSE listing standards and SEC rules. Each member of the compensation committee is also a non-employee director, as defined by Rule 16b-3 under the Exchange Act. |

  37. EVALUATING DIRECTOR NOMINEES

    EVALUATING DIRECTOR NOMINEES In identifying and evaluating director candidates, including the current directors eligible for re-election, our Nominating Committee considers the size and composition of our Board and the needs of our Board and its committees. Some of the qualifications that our Nominating Committee considers include, without limitation, experience relevant to us and our Board, accomplishments, credentials, independence, area of expertise, and the highest ethical and moral standards. Although our Board does not maintain a specific policy with respect to board diversity, the Nominating Committee seeks a broad range of backgrounds and experiences to provide an effective mix of viewpoints and knowledge.

  38. EVALUATING DIRECTOR NOMINEES

    | PagerDuty | 12 | 2026 Proxy Statement |

  39. EVALUATING DIRECTOR NOMINEES

    After completing its review and evaluation of director candidates, our Nominating Committee recommends to our full Board the director nominees for selection.

  40. STOCKHOLDER RECOMMENDATIONS FOR NOMINATIONS TO THE BOARD OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(2) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Teresa Carlson | 50,000 | — | 184,998 | — | 234,998 | | Donald Carty(3) | 34,397 | — | 449,993 | — | 484,390 | | Sarah Franklin | 45,000 | — | 184,998 | — | 229,998 | | Elena Gomez | 45,000 | — | 184,998 | — | 229,998 | | William Losch | 55,000 | — | 184,998 | — | 239,998 | | Rathi Murthy | 42,500 | — | 184,998 | — | 227,498 | | Zachary Nelson | 55,000 | — | 184,998 | — | 239,998 | | Alex Solomon(4) | 31,932 | — | 184,998 | — | 216,930 | | Bonita Stewart | 52,500 | — | 184,998 | — | 237,498 |

  41. EXECUTIVE COMPENSATION PHILOSOPHY AND COMPOSITION

    EXECUTIVE COMPENSATION PHILOSOPHY AND COMPOSITION Our executive compensation program is guided by our overarching philosophy of paying for performance. Consistent with this philosophy, we have designed our executive compensation program with the following primary objectives: •Provide market competitive compensation to attract, motivate and retain highly skilled executives; •Linking the long-term incentive compensation of our executives to stockholder value creation and their cash incentives to our annual performance; •Ensure that our executive compensation philosophy is equitable and fosters trust; •Offer total compensation opportunities to our executive officers that are competitive, fair, and equitable. Our executive compensation has three principal elements: base salary, short-term incentives, and long-term incentives To ensure this alignment and to motivate and reward individual initiative and effort, a substantial portion of our executive officers’ annual target total direct compensation opportunity is both variable in nature and “at-risk.” We rely on variable compensation to our executive officers through two separate compensation elements: •First, we provide an annual short-term incentive compensation plan that provides cash payments based on the achievement of short-term financial, operational and strategic performance objectives set annually. •Second, equity awards form the primary “at-risk” portion of our executive compensation. A significant portion of equity awards are typically PSUs, the value of which depends on rigorous internal performance goals that drive long-term growth. These variable pay elements mean that our executive officers’ compensation is variable and commensurate with our performance results. We believe this incentivizes our executive officers to drive financial performance and long-term growth.

  42. ADVISORY VOTE ON NEO COMPENSATION AND STOCKHOLDER ENGAGEMENT

    ADVISORY VOTE ON NEO COMPENSATION AND STOCKHOLDER ENGAGEMENT At our 2025 Annual Meeting of Stockholders, we conducted a Say-on-Pay vote on the compensation of our named executive officers disclosed in our proxy statement filed in 2025. Approximately 77.1% of the shares of our common stock represented and entitled to vote on the matter voted to approve, on an advisory basis, the fiscal 2025 compensation of our named executive officers. In reviewing this result, our Board noted that initially, Institutional Shareholder Services, Inc. (“ISS”) had issued unfavorable vote recommendations on our 2025 Say-on-Pay proposal. Upon closer examination, however, our Compensation Committee determined that ISS’s recommendation had been based, in large part, on an apparent pay-for-performance misalignment arising from disclosures in our proxy statement of our short-term and long-term incentive compensation programs. ISS also raised concerns about the aggregate target value of our CEO’s fiscal 2025 equity awards. Our Compensation Committee directed our management team to engage with ISS and with our stockholders on these matters. In June 2025 we made a supplemental proxy filing with the SEC providing enhanced disclosure of the performance measures and related target levels for each of these programs, along with a commitment to reduce the target value of our CEO’s fiscal 2026 equity award. Shortly thereafter, ISS published a proxy alert reversing its position and issuing a “FOR” recommendation on our Advisory Vote to Ratify Named Executive Officers' Compensation. Given ISS’s reversal of its prior position, our Board and Compensation Committee believe that some portion of the negative votes on our 2025 Say-on-Pay proposal were attributable to ISS’s initial, rather than its updated, voting recommendation. Our Board therefore believes that the results of the 2025 Say-on-Pay vote was not representative of the overall views of our stockholders on our executive compensation. Accordingly, our Compensation Committee continued its general approach to executive compensation. But it also intended to provide enhanced transparency in this proxy statement on the performance metrics and target levels of our short-term and long-term performance-based compensation programs, and to increase the rigor of performance targets. The Compensation Committee also decided to hold Ms. Tejada’s cash compensation for fiscal 2026 at the levels in place since fiscal 2023.

  43. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT Our Compensation Committee engages an external compensation consultant to provide information, analysis, and other advice relating to our executive compensation program, to assist in developing appropriate incentive compensation plans for our executive officers and to review the compensation proposals of management. The compensation consultant reports to and serves at the discretion of our Compensation Committee which reviews the engagement annually. As discussed above, for fiscal 2026, our Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its compensation advisor on executive compensation. During fiscal 2026, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including: •consulting with the Compensation Committee; •reviewing and analyzing the compensation of our executive officers and NEOs, including competitive market data; •reviewing executive compensation and making recommendations to align it with executive performance; •assessing executive compensation within our industry; •reviewing our compensation philosophy: •reviewing competitive market design and practices for annual short-term incentive compensation and long-term incentive compensation programs in the software sector; •reviewing our equity usage and conducting a “burn rate” and “equity overhang” analysis; •reviewing our post-employment compensation arrangements for our executive officers; •reviewing and updating the compensation peer group; •supporting other ad hoc matters throughout the year. Compensia did not provide any services to us in fiscal 2026 other than the consulting services to our Compensation Committee. Our Compensation Committee has evaluated Compensia’s engagement, and based on the six factors for assessing independence and conflicts of interest included in Exchange Act Rule 10C-1(b)(4), NYSE listing standards, and other factors deemed relevant, has determined that Compensia is independent and that the work of Compensia on behalf of our Compensation Committee did not raise any conflict of interest or similar concerns.

  44. ROLE OF COMPENSATION CONSULTANT

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  45. COMPETITIVE POSITIONING

    COMPETITIVE POSITIONING To assess the competitiveness of our executive compensation, our Compensation Committee compares our compensation to the compensation of a select group of peer companies. This compensation peer group includes technology companies that are similar to us in revenue, market capitalization, geographical location and industry sector. The companies in the compensation peer group for fiscal 2026 were approved by the Compensation Committee in August 2024 on the basis of their similarity to us, as determined using the following criteria: •Location – public companies headquartered in the United States, with a preference for California-based companies; •Industry Sector – companies in the software or internet services sector with enterprise applications; •Revenue – approximately 0.4x to approximately 2.5x our trailing twelve months revenue of $439 million as of the first quarter of fiscal 2025 (approximately $175 million to $1.1 billion); •Market Capitalization – approximately 0.3x to approximately 3.0x our then current 30-day average market capitalization of approximately $1.9 billion (approximately $578 million to $5.8 billion); •Growth – companies with one-year revenue growth greater than 10%; and •Market Status – preference for companies at a similar stage of maturity as PagerDuty. In approving the fiscal 2026 compensation peer group, our Compensation Committee selected companies that, as a group, have a median revenue and market capitalization similar to our revenue and market capitalization. Our compensation peer group for fiscal 2026 included the following companies (companies that since have been taken private are denoted with an asterisk (*)):

  46. COMPETITIVE POSITIONING

    | Alkami Technology (ALKT) | Everbridge (EVBG)* | PROS Holdings (PRO)* | | Amplitude (AMPL) | Fastly (FSLY) | Rapid7 (RPD) | | AppFolio (APPF) | Five9 (FIVN) | Smartsheet (SMAR)* | | Asana (ASAN) | Freshworks (FRSH) | Sprout Social (SPT) | | C3.ai (AI) | GitLab (GTLB) | Workiva (WK) | | Confluent (CFLT)* | HashiCorp (HCP)* | Yext (YEXT) | | Couchbase (BASE)* | Jamf Holding (JAMF)* | Zuora (ZUO)* | | DigitalOcean Holdings (DOCN) | JFrog (FROG) | |

  47. COMPETITIVE POSITIONING

    Our Compensation Committee considered, as a guide, the compensation practices of the compensation peer group to assess the competitiveness of each compensation element and overall compensation levels (base salary, target annual short-term incentive compensation opportunities and long-term incentive compensation opportunities). To conduct this analysis, Compensia gathered data from public filings (primarily proxy statements) and from the Radford Global Technology Survey of the peer group companies, and then used this data as a reference point for our Compensation Committee in its deliberations on compensation forms and amounts. Our Compensation Committee reviews our compensation peer group each year (unless there have been significant changes to either our business model or market capitalization or our peer companies’ business model or market capitalization or significant merger and acquisition activity involving our peer companies, in which case our Compensation Committee may review our compensation peer group more frequently) and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  48. COMPETITIVE POSITIONING

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  49. COMPETITIVE POSITIONING

    Fiscal 2026 Pay Decisions

  50. TARGET TOTAL DIRECT COMPENSATION MIX

    TARGET TOTAL DIRECT COMPENSATION MIX In fiscal 2026, the annual target total direct compensation of Ms. Tejada and Mr. Wilson was intended to reward performance and retain an effective leadership team while also incentivizing Ms. Tejada and Mr. Wilson to create sustainable, long-term stockholder value. The mix of the following compensation elements, which was almost entirely variable in nature, provided a balanced percentage of performance-based and service-based compensation opportunities for Ms. Tejada and Mr. Wilson. The principal elements of our executive compensation program were as follows:(1) (1)Reflects the values of fiscal 2026 target cash compensation, consisting of annual base salaries and target short-term incentives, and the intended target value of equity awards granted in fiscal 2026 (as further described in “Annual Equity Awards” below).

  51. SHORT-TERM INCENTIVE AWARDS

    SHORT-TERM INCENTIVE AWARDS In March 2025, our Compensation Committee approved the Fiscal 2026 Short-Term Incentive Program (the “Fiscal 2026 Bonus Plan”) under the PagerDuty, Inc. Cash Incentive Bonus Plan to provide financial incentives to participants (including each NEO) to maximize individual performance and to achieve our key annual financial, operational, and strategic objectives in our fiscal 2026 annual operating plan. Our Compensation Committee approved the Fiscal 2026 Bonus Plan after taking into consideration the objectives in our fiscal 2026 annual operating plan approved by our Board. The Fiscal 2026 Bonus Plan provided for annual short-term incentive compensation award payments to each of our NEO participants based entirely on our level of achievement with respect to designated corporate performance objectives. To be eligible to earn an award payment under the Fiscal 2026 Bonus Plan, a participant had to remain continually employed and in good standing with us through the applicable payment date.

  52. TARGET ANNUAL CASH BONUS AMOUNTS

    TARGET ANNUAL CASH BONUS AMOUNTS For purposes of the Fiscal 2026 Bonus Plan, the amount of the annual cash bonus payout each participant was eligible to earn was based on a percentage of such participant’s annual base salary of the fiscal year. In March 2025, our Compensation Committee reviewed the target annual short-term incentive compensation opportunities (the “Target Bonus Amounts”) of our executive leadership team and direct reports to Ms. Tejada, including Mr. Wilson, taking into consideration the competitive market analysis prepared by its compensation consultant, the recommendations of Ms. Tejada (except with respect to her own target annual short-term incentive compensation opportunity), and the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Following this review, our Compensation Committee determined that the fiscal 2026 target annual bonus opportunity as percentage of base salary for Ms. Tejada should remain unchanged from its fiscal 2025 levels. Mr. Wilson received an increase in his target annual bonus opportunity for fiscal 2026 from 70% of base salary to 75% of base salary. The Target Bonus Amounts for our NEOs for purposes of the Fiscal 2026 Bonus Plan were as follows:

  53. TARGET ANNUAL CASH BONUS AMOUNTS

    | NEO | Fiscal 2026 Target Bonus (as a Percentage of Base Salary) (%) | Fiscal 2026 Target Bonus (as a Percentage of Target Total Cash Compensation) (%)(1) | Fiscal 2026 Target Bonus Amount ($)(2) | | Ms. Tejada | 100 | 50 | 600,000 | | Mr. Wilson | 75 | 43 | 356,250 |

  54. TARGET ANNUAL CASH BONUS AMOUNTS

    (1)The Target Bonus Amount as a percentage of target total cash compensation for our NEOs was based on each NEO’s ending target total cash compensation for fiscal 2026 and rounded to the nearest dollar. Target total cash compensation is equal to base salary plus target bonus amount. (2)The Target Bonus Amounts for our NEOs were based on each NEO’s ending annual base salary for fiscal 2026.

  55. TARGET ANNUAL CASH BONUS AMOUNTS

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  56. TARGET ANNUAL CASH BONUS AMOUNTS

    Potential bonus payments for our NEOs under the Fiscal 2026 Bonus Plan could range from 0% to 200% of their Target Bonus Amount, as determined by our Compensation Committee.

  57. CORPORATE PERFORMANCE MEASURES

    CORPORATE PERFORMANCE MEASURES Our Compensation Committee approved two Company objectives using ARR and non-GAAP operating margin (each as defined below) as the corporate performance measures under the Fiscal 2026 Bonus Plan (the “Company Objectives”), as it believed that these measures were the best indicators of our successful execution of our annual operating plan. Our Compensation Committee carefully selected rigorous performance targets in order to provide incentives to our NEOs if they achieved the target performance levels. For purposes of the Fiscal 2026 Bonus Plan, the two Company Objectives were to be calculated (and weighted) as follows: •“First Company Objective” (70% of Target Bonus Amount): Based on ARR. •“Second Company Objective” (30% of Target Bonus Amount): Based on Non-GAAP Operating Margin. For purposes of the Fiscal 2026 Bonus Plan: •“ARR” meant the annualized recurring value of all active contracts at the end of the reporting period. •“Non-GAAP Operating Margin”(1) was defined as GAAP operating margin excluding stock-based compensation expense, employer taxes related to employee stock transactions, acquisition-related expenses, amortization of acquired intangible assets, restructuring costs, shareholder matters, and impairment of long-lived assets. Our Compensation Committee believes that these excluded expenses are not necessarily reflective of operational performance during a period. In particular, our Compensation Committee believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses. (1)To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures. For a full reconciliation of the U.S. GAAP to non-GAAP financial measures, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial Measures” of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026. The achievement and payment matrices for the two Company Objectives were as follows:

  58. First Company Objective

    | ARR | ARR ($M) | First Company Objective Payment Percentage | | Less than 97% of the ARR Performance Target (Below Threshold) | <530 | 0% | | 97% of the ARR Performance Target (Threshold) | 530 | 50% | | 98% of the ARR Performance Target (Level 1) | 534 | 70% | | 100% of the ARR Performance Target (“Target”) | 544 | 100% | | 103% of the ARR Performance Target (Level 3) | 559 | 150% | | 105% of the ARR Performance Target (“Maximum”) | 574 | 200% |

  59. First Company Objective

    | Non-GAAP Operating Margin | Non-GAAP Operating Margin (%) | Second Company Objective Payment Percentage | | Less than 95% of the Non-GAAP Operating Margin Performance Target (Below Threshold) | <19.0% | 0% | | 95% of the Non-GAAP Operating Margin Performance Target (Threshold) | 19.0% | 50% | | 98% of the Non-GAAP Operating Margin Performance Target (Level 1) | 19.5% | 70% | | 100% of the Non-GAAP Operating Margin Performance Target (“Target”) | 20.0% | 100% | | 110% of the Non-GAAP Operating Margin Performance Target (Level 3) | 22.0% | 150% | | 125% of the Non-GAAP Operating Margin Performance Target (“Maximum”) | 25.0% | 200% |

  60. First Company Objective

    With respect to the Second Company Objective, no amount would be payable if less than 95% of the Second Company Objective was attained. Attainment of the Second Company Objective between any two points in the matrix was to be extrapolated on a straight-line basis for the Second Company Objective payment percentage. The Second Company Objective was to be determined independent of the First Company Objective. The actual annual short-term incentive compensation award payment amount attributable to the First Company Objective and the Second Company Objective could be greater or less than the target level established for the ARR and Non-GAAP Operating Margin, as shown in the charts below. Our Compensation Committee believed the targets for the Fiscal 2026 Bonus Plan were aggressive but achievable, requiring significantly strong performance from our executive officers, including our NEOs. Both the ARR threshold and target and the Non-GAAP Operating Margin threshold and target for fiscal 2026 were set above actual ARR and Non-GAAP Operating Margin achievement for fiscal 2025.

  61. FISCAL 2026 SHORT-TERM INCENTIVE AWARD

    FISCAL 2026 SHORT-TERM INCENTIVE AWARD In March 2026, our Compensation Committee determined the annual short-term incentive compensation award payments under the Fiscal 2026 Bonus Plan for our executive officers. Our Compensation Committee reviewed our actual performance against the aggressive financial goals that it set for fiscal 2026 and certified that we achieved an ARR of $498.7 million, which translated to a below-the-threshold attainment level resulting in a payment percentage of 0%. Our Compensation Committee also certified that we achieved Non-GAAP Operating Margin of 24.6%, which translated to a 123.0% attainment level resulting in a payment percentage of 193.2%.

  62. FISCAL 2026 SHORT-TERM INCENTIVE AWARD

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  63. FISCAL 2026 SHORT-TERM INCENTIVE AWARD

    Based on the respective weighting of each Company Objective, our Compensation Committee approved annual short-term incentive compensation award payments under the Fiscal 2026 Bonus Plan for each of our NEOs equal to approximately 58.0% of their Target Bonus Amounts, as reflected below:

  64. FISCAL 2026 SHORT-TERM INCENTIVE AWARD

    | Named Executive Officer | Target Bonus Amount ($) (1) | Actual Bonus Payment ($) (2) | Percentage of Target Bonus Amount Actually Paid (%) | | Ms. Tejada | $600,000 | $347,760 | 58.0% | | Mr. Wilson | $356,250 | $205,139 | 58.0% |

  65. FISCAL 2026 SHORT-TERM INCENTIVE AWARD

    (1)The target bonus amount as a percentage of base salary for our NEOs was based on each NEO’s ending base salary for fiscal 2026 and rounded to the nearest dollar. (2)The actual annual short-term incentive compensation award payment for Ms. Tejada was based on her base salary for fiscal 2026, with Mr. Wilson’s payment prorated based on a base salary change during fiscal 2026. The annual short-term incentive compensation award payments made to our NEOs for fiscal 2026 are included in the “Summary Compensation Table for Fiscal Year 2026” below under the heading “Executive Compensation.”

  66. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION Long-term equity incentive awards are a critical element of our overall executive compensation. The realized value of these equity awards bears a direct relationship to our stock price, and these awards are therefore an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Our equity awards are also intended to provide competitive total direct compensation opportunities. The Compensation Committee also seeks to balance retention value against stockholder feedback and stockholder value creation.

  67. ANNUAL EQUITY AWARDS

    ANNUAL EQUITY AWARDS In March 2025, the Compensation Committee approved PSU awards and RSU awards that may be settled for shares of our common stock to our executive officers (including our NEOs) under the 2019 Equity Plan. Because PSU awards are only earned based on achievement of key performance goals that drive stockholder value, we believe they reinforce our “pay for performance” philosophy and align the interests of our executive officers and stockholders. Payout of the fiscal 2026 PSU awards was directly contingent on achievement of a rigorous performance metric that the Compensation Committee believed was most closely aligned with driving long-term stockholder value. RSU awards vesting over several years are also an important part of our executive compensation program. Since RSU awards have value to the recipient even in the absence of stock price appreciation, we believe we are able to incentivize and retain our executive officers even during periods of market volatility. While RSU awards also serve as a “pay-for-performance” tool as they appreciate in value as our stock price increases, these awards provide more stability to our long-term incentive compensation program especially in a volatile market, fostering alignment with the interests of our stockholders and encouraging retention over a multi-year period. The target grant value of the long-term incentive compensation opportunities and the allocation between PSU awards and RSU awards granted to our executive officers, including our NEOs, in March 2025 were determined by our Compensation Committee after considering the intensely competitive talent market in which we operate, the value of our highly experienced executive team led by Ms. Tejada, and the following additional factors: •a competitive market analysis prepared by our Compensation Committee’s compensation consultant; •the outstanding equity holdings of each executive officer; •the projected impact of the proposed equity awards on our earnings; •the proportion of our total shares of common stock outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of companies in our compensation peer group; •the potential voting power dilution to our stockholders relative to the companies in our compensation peer group; •feedback we have received from our stockholders; and •the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above.

  68. ANNUAL EQUITY AWARDS

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  69. ANNUAL EQUITY AWARDS

    Ms. Tejada’s long-term incentive compensation opportunity reflected her overall responsibility for our performance and success. Compensation for our other executive officers was also based on our Compensation Committee’s review of the competitive market data for their respective positions. The equity awards granted to our NEOs effective April 2, 2025 were as follows:

  70. ANNUAL EQUITY AWARDS

    | Named Executive Officer | PSU Awards (Target number of units) (#) (1) | PSU Awards (Target Grant Value) ($) (2) | RSU Awards (number of units) (#) (1) | RSU Awards (Target Grant Value) ($) (2) | | Ms. Tejada | 388,306 | 7,000,000 | 388,306 | 7,000,000 | | Mr. Wilson | 74,887 | 1,350,000 | 174,737 | 3,150,000 |

  71. ANNUAL EQUITY AWARDS

    (1)The number of units subject to the PSU awards and the RSU awards was determined by dividing (i) the PSU award target grant value or the RSU award target grant value, as applicable, by (ii) the average of the closing price of our common stock on the NYSE for the 30 trading days before the date of grant, rounded down to the nearest whole number of units. We use an average closing price to determine the number of units, rather than the price of our common stock on the date of grant, to mitigate the impact of one-day or short-term stock price fluctuations. Each unit granted pursuant to these PSU awards and RSU awards represents a contingent right to receive one share of our common stock for each unit that is earned and/or vests. (2)Target grant value represents the value used by our Compensation Committee to calculate the number of units subject to each NEO’s equity awards at the target performance level. This target total value differs from the values reflected in the Summary Compensation Table for fiscal 2026 for several reasons, including how we determine the number of units, as described in the footnote above. The values in the Summary Compensation Table for fiscal 2026 represent the aggregate grant date fair value of each NEO’s equity awards calculated in accordance with the Financial Accounting Standard Board’s Accounting Standard Codification Topic 718 based on the single day closing price of our common stock on the date of grant and, for the PSU awards, assuming the probable outcome of the applicable performance condition. The PSU awards granted to our NEOs in April 2025 would vest, if at all, based on our achievement of a rigorous performance condition, and based on each NEO’s Continuous Service (as defined in the 2019 Equity Plan) through a three-year time-based vesting schedule.

  72. DESIGN OF FISCAL 2026 EQUITY AWARDS

    DESIGN OF FISCAL 2026 EQUITY AWARDS PSU Awards Performance Metric. A percentage of the target units in each NEO’s PSU grant (the “Target PSUs”) ranging from 0% to 200% were to become eligible to vest on the PSU certification date based on our level of achievement of the GAAP revenue performance target (weighted at 100%) (the “Revenue Performance Target”) over the period from February 1, 2025 to January 31, 2026. For purposes of the 2026 PSU awards, revenue meant our GAAP revenue as defined in our Annual Report on Form 10-K as filed with the SEC for fiscal 2026. Performance against the Revenue Performance Target was determined as follows:

  73. DESIGN OF FISCAL 2026 EQUITY AWARDS

    | Revenue | Revenue ($M) | Number of Eligible PSUs (% of Total Target PSUs) | | Less than 99.3% of the Revenue Performance Target (Below Threshold) | <500 | 0% | | 99.3% of the Revenue Performance Target (Threshold) | 500 | 50% | | 100.0% of the Revenue Performance Target (“Target”) | 503.5 | 100% | | 100.7% of the Revenue Performance Target (Level 3) | 507 | 140% | | 102.1% of the Revenue Target (“Maximum”) | 514 | 200% |

  74. DESIGN OF FISCAL 2026 EQUITY AWARDS

    Our Compensation Committee set an ambitious Revenue Performance Target in early fiscal 2026. We used a single year as the measurement period because we operate in a dynamic and fast-moving industry environment, which makes it difficult to set reliable, longer-term performance targets. Annual goal-setting allows us to incentivize consistent year-over-year performance and support long-term growth objectives.

  75. DESIGN OF FISCAL 2026 EQUITY AWARDS

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  76. DESIGN OF FISCAL 2026 EQUITY AWARDS

    The number of units actually eligible to vest based on performance against the Revenue Performance Target are the “Eligible PSUs.” If achievement was between the various achievement levels shown in the table above, then the resulting number of Eligible PSUs was to be linearly interpolated between such levels set forth in the table above. Any units that did not become Eligible PSUs on the PSU award certification date were to immediately terminate and be forfeited. Time-Based Vesting Condition. To foster alignment with the long-term interests of our stockholders, earned PSU shares, if any, are subject to a three-year time-based vesting requirement. Thirty-three percent of the aggregate number of Eligible PSUs were to vest on April 2, 2026, the first anniversary of the date of grant of the PSU award, and the remainder of the Eligible PSUs were to vest in eight equal quarterly installments on each of January 2nd, April 2nd, July 2nd, and October 2nd, subject to an NEO’s Continuous Service through each applicable vesting date. Our fiscal 2026 PSU awards are also subject to potential acceleration, as further described in “Executive Compensation— Potential Payments Upon Termination or Change in Control” below.

  77. RSU Awards

    RSU Awards In the case of the RSU awards granted in April 2025 to our NEOs, 1/12th of the total number of units subject to the awards were to vest on each quarterly anniversary of April 2, 2025, subject to an NEO’s Continuous Service through each applicable vesting date.

  78. RESULTS OF FISCAL 2026 PSU AWARDS

    RESULTS OF FISCAL 2026 PSU AWARDS On March 18, 2026, our Compensation Committee reviewed our actual performance against the financial goal that it set for fiscal 2026 and certified that we achieved revenue of $492.5 million, which translated to a 97.8% attainment level resulting in a payment percentage of 0%. As shown in the foregoing table, 0% of the Target PSUs granted to our NEOs became Eligible PSUs, and as a result, the number of shares of our common stock awarded to each of our NEOs for fiscal 2026 were as follows:

  79. RESULTS OF FISCAL 2026 PSU AWARDS

    | NEO | Eligible PSUs Earned (#) | Percentage of Target PSU (%) | | Ms. Tejada | 0 | 0.0% | | Mr. Wilson | 0 | 0.0% |

  80. RESULTS OF FISCAL 2026 PSU AWARDS

    The equity awards granted to our NEOs during fiscal 2026 are shown in the “Summary Compensation Table for Fiscal Year 2026” and the “Grants of Plan-Based Awards in Fiscal Year 2026” table below under the heading “Executive Compensation.” Welfare and Health Benefits We maintain a tax-qualified defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), that provides eligible U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis (the “Section 401(k) Plan”). Eligible employees may defer eligible compensation on a pre-tax and/or post-tax basis, up to the statutory annual limits on contributions under the Code. Employee contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Participants are immediately and fully vested in their contributions. Our Section 401(k) Plan provides for discretionary matching of employee contributions. For fiscal 2026, we made employer matching contributions of up to two percent of each participant’s employee contributions of eligible wages during the period as defined in the Section 401(k) Plan. Additional benefits offered to all employees, including our NEOs, include medical, dental, and vision insurance, business travel insurance, an employee assistance program, enhanced mental health benefits through Headspace Care, a mental health benefit, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, commuter benefits, and a monthly electronics allowance. We design our employee benefits programs to be cost-effective, scalable, and competitive relative to the market, and to comply with applicable laws.

  81. RESULTS OF FISCAL 2026 PSU AWARDS

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  82. RESULTS OF FISCAL 2026 PSU AWARDS

    Perquisites and Other Personal Benefits In general, we do not provide significant perquisites or other personal benefits to our NEOs except as generally made available to our employees, or in special circumstances where our Compensation Committee believes it is appropriate to assist an employee in the performance of his or her duties, to make him or her more efficient and effective, or for recruitment and retention purposes. We offer our NEOs certain health and life insurance, and payment of certain transportation costs, and corporate travel fee costs when our Compensation Committee determines that such arrangements are appropriate and consistent with our business objectives. In fiscal 2026, none of our NEOs received perquisites or other personal benefits in amounts equal to or greater than $25,000. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described above. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee. Employment Arrangements We have entered into a written amended and restated employment offer letter with Ms. Tejada, which was most recently amended in October 2023 (the “Tejada Letter”) and into a confirmatory employment agreement with Mr. Wilson. Each of these arrangements was approved by our Board or Compensation Committee. We believe that these arrangements were necessary to retain Ms. Tejada and Mr. Wilson. Each of our NEO employment arrangements provides for “at will” employment and includes initial compensation arrangements, including an initial base salary, a target annual short-term incentive compensation opportunity, eligibility to participate in our employee benefit programs, and severance payments and benefits upon a qualifying termination of employment. Each of our NEOs has executed a form of our standard proprietary information and inventions assignment agreement. Under the terms of the Tejada Letter, Ms. Tejada is eligible to receive certain specified severance payments and benefits in connection with certain terminations of her employment, including in connection with a change in control of our Company. This post-employment compensation arrangement is discussed in “Executive Compensation – Potential Payments upon Termination or Change in Control” below. Mr. Wilson’s Retirement We entered into a transition agreement with Mr. Wilson in February 2026 in connection with Mr. Wilson’s planned retirement. The transition agreement provides for Mr. Wilson’s continued employment in the position of CFO until a new CFO begins employment, and for Mr. Wilson’s continued full-time employment thereafter as a strategic advisor (in a non-officer capacity) until no later than February 28, 2027. The transition agreement provides that Mr. Wilson’s annual salary in that strategic advisor role is anticipated to be $475,000. Mr. Wilson’s employment with the Company will remain “at-will” and may be terminated by the Company or Mr. Wilson at any time. Mr. Wilson’s retirement and planned transition to strategic advisor does not constitute an event giving rise to the payment of severance under our Severance Policy (as described below) or otherwise. While Mr. Wilson continues employment with us, his equity awards will continue to remain outstanding and vest under applicable governing plan documents. For detailed descriptions of the employment arrangements we maintained with our NEOs during fiscal 2026, see “Executive Compensation – Potential Payments upon Termination or Change in Control” below.

  83. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS Mr. Wilson is eligible to participate as a Tier 2 participant in our Amended and Restated Executive Severance and Change in Control Policy (the “Severance Policy”). The Severance Policy provides certain designated employees, including Mr. Wilson, with severance payments and benefits in the event of certain terminations of employment, including an involuntary termination following a change in control of our Company. This Severance Policy (and the severance benefits under the Tejada Letter) provide reasonable compensation to our executive officers if they leave our employ under certain circumstances. We also believe that these arrangements help maintain our executive officers’ focus on stockholder value if a potential transaction involves a change in control of our Company.

  84. SEVERANCE AND CHANGE IN CONTROL BENEFITS

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  85. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    Under the Tejada Letter and the Severance Policy, all payments and benefits in the event of a change in control of our Company are payable only if there is a subsequent loss of employment by the executive officer (a “double-trigger” arrangement) or in the case of acceleration of RSU awards, upon a change in control if the acquiring company refuses to assume, continue, or substitute for a specified per-share amount the outstanding awards. Our fiscal 2026 PSU awards are also subject to potential acceleration, as further described in “Executive Compensation – Potential Payments Upon Termination or Change in Control” below. The Severance Policy will remain in effect until October 30, 2026 (subject to automatic renewal), except that if, on the date the Severance Policy is set to expire, we have entered into an agreement that would cause a change in control of our Company, the Severance Policy will remain in effect until the closing of the transaction constituting the change in control. If any of the payments or benefits provided by the Tejada Letter and the Severance Policy or otherwise payable to an executive officer would constitute a “parachute payment” within the meaning of Section 280G of the Code, the executive officer would receive either full payment of such payments and benefits or a lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to him or her. We do not use excise tax reimbursement payments (or “gross-ups”) relating to a change in control of our Company and have no such obligations in place with respect to any of our executive officers, including our NEOs. The receipt of severance payments and benefits upon a qualifying termination of employment under the Tejada Letter and the Severance Policy is contingent upon each NEO signing and not revoking a general release of claims in favor of our Company. Under the Tejada Letter, in Ms. Tejada’s receipt of severance payments and benefits is contingent on her resignation from our Board and her returning all Company property in her possession. We believe that reasonable and competitive post-employment compensation arrangements following a change in control of our Company is essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual target total direct compensation for our executive officers. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. For a summary of the post-employment compensation arrangements we maintained with our NEOs during fiscal 2026, and an estimate of the potential payments and benefits that they would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on January 31, 2026, see “Executive Compensation — Employment Agreements with our Named Executive Officers” and “Executive Compensations – Potential Payments Upon Termination or Change in Control” below.

  86. OTHER COMPENSATION POLICIES

    Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase and sale of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report. Hedging and Pledging Prohibitions Our Insider Trading Policy prohibits all employees, and the non-employee members of our Board, from engaging in derivative securities or hedging transactions. This prohibition extends to publicly traded options, such as puts and calls, and other derivatives of our securities (other than compensatory equity awards issued to our employees and the non-employee members of our Board). This includes any hedging or similar transaction designed to decrease the risks associated with holding our common stock. Similarly, our Insider Trading Policy prohibits our employees (including our officers) and the non-employee members of our Board from using our securities as collateral for loans, pledging our securities as collateral for loans or holding our common stock in a margin account. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We generally grant equity awards on fixed dates determined in advance. Our Compensation Committee (or an authorized delegate) approves all equity awards on or before the grant date. Our Compensation Committee generally reviews executive compensation annually, and determines performance goals and target compensation for our NEOs, before granting them equity awards. Accordingly, annual equity awards are typically granted in April of each fiscal year to our NEOs and other eligible employees. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. From time to time, we grant stock options to our employees and consultants. We have not granted stock options to our NEOs since 2019. In fiscal 2026, the Compensation Committee delegated authority to the Chief Executive Officer to grant RSUs or stock options to employees and consultants who are not officers or directors of the Company or direct-reports to the Chief Executive Officer within certain specified limits, as further described above under “Compensation Committee Processes and Procedures.” Equity awards granted by our Compensation Committee or pursuant to this delegation are made on regular, predetermined grant dates regardless of whether there is any material non-public information about the Company on such dates, and such grant dates are not specifically timed in relation to the Company’s disclosure of material non-public information. We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation. We have no information to disclose pursuant to Item 402(x)(2) of Regulation S-K.

  87. ACCOUNTING FOR STOCK-BASED COMPENSATION

    ACCOUNTING FOR STOCK-BASED COMPENSATION Our Compensation Committee considers accounting issues in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule), with the exception of PSU awards which are recognized using the accelerated attribution method. The Company accounts for forfeitures as they occur. This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  88. Rathi Murthy

    | Name | Fiscal Year | Salary ($) | Bonus ($) | Options Awards ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jennifer Tejada Chief Executive Officer | 2026 | 600,000 | — | — | 14,219,766 | 347,760 | 100,502 | 15,268,028 | | | 2025 | 600,000 | — | — | 18,666,881 | 502,500 | 21,626 | 19,791,007 | | | 2024 | 600,000 | — | — | 18,910,576 | 297,360 | 14,545 | 19,822,481 | | Howard Wilson Chief Financial Officer | 2026 | 471,814 | — | — | 4,570,615 | 205,139 | 58,445 | 5,306,013 | | | 2025 | 455,882 | — | — | 4,200,031 | 267,261 | 16,946 | 4,940,120 | | | 2024 | 455,882 | — | — | 6,684,967 | 158,155 | 15,091 | 7,314,095 |

  89. CEO PAY RATIO FOR FISCAL 2026

    CEO PAY RATIO FOR FISCAL 2026 •The median of the annual total compensation of all our employees, excluding our CEO, was $119,703; •The annual total compensation of our CEO, as reported in the Summary Compensation Table for Fiscal Year 2026 included in this Proxy Statement, was $15,268,028; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was approximately 128 to 1. This ratio is a reasonable estimate calculated consistent with SEC rules.

  90. CEO PAY RATIO FOR FISCAL 2026

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  91. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  92. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4) | Total Stockholder Return ($)(5) | Peer Group Total Stockholder Return ($)(6) | Net Income (Loss) (in thousands) ($)(7) | Non-GAAP Operating Margin (%)(8) | | 2026 | 15,268,028 | 1,572,647 | 5,306,013 | 1,623,404 | 21.75 | 109.99 | 172,709 | 24.6% | | 2025 | 19,791,007 | 13,333,953 | 4,180,209 | 2,583,548 | 38.01 | 127.47 | (43,536) | 17.7% | | 2024 | 19,822,501 | 3,403,555 | 4,363,951 | 1,675,545 | 48.59 | 96.71 | (77,367) | 13.1% | | 2023 | 22,717,297 | 5,284,214 | 5,818,780 | 2,306,198 | 61.13 | 79.69 | (129,225) | 0.9% | | 2022 | 13,268,568 | (1,510,440) | 5,274,403 | 1,884,137 | 67.76 | 97.25 | (107,455) | (8.2)% |

  93. PAY VERSUS PERFORMANCE TABLE

    (1)Represents the amount of total compensation reported for Ms. Tejada (our “PEO”) for each covered fiscal year in the “Total” column of the Summary Compensation Table for such fiscal year. Please refer to “Executive Compensation Summary Compensation Table for Fiscal Year 2026.” (2)Represents the amount of executive “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO’s total compensation for each covered fiscal year to determine the compensation actually paid:

  94. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported Summary Compensation Table Total for PEO ($) | Deduct: Reported Value of Equity Awards ($)(a) | Add: Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2026 | 15,268,028 | 14,219,766 | 524,385 | 1,572,647 |

  95. PAY VERSUS PERFORMANCE TABLE

    (a)These deductions are the amounts listed in the “Stock Awards” column in the Summary Compensation Table and represent the grant date fair value of the equity awards for each covered fiscal year.

  96. PAY VERSUS PERFORMANCE TABLE

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  97. PAY VERSUS PERFORMANCE TABLE

    (b)The equity award adjustments for the covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) addition of the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) addition of the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) addition, for equity awards that are granted and vest in the same covered fiscal year, of the fair value as of the vesting date; (iv) addition, for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, of the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative); (v) subtraction, for equity awards granted in any prior fiscal year that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, of the amount equal to the fair value at the end of the prior fiscal year; and (vi) addition of the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year before the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The valuation assumptions used to calculate the fair values of the RSU and PSU awards held by our PEO that vested during or were outstanding as of the end of the covered fiscal year (including the probable outcome of any such awards subject to performance conditions) did not materially differ from those valuation assumptions disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments in accordance with the SEC methodology for determining compensation actually paid are as follows:

  98. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Year End Fair Value of Equity Awards ($)(i) | Add: Change in Fair Value from the End of the Prior Year to the End of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Year ($) | Add: Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in Covered Year ($) | Deduct: Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Year ($) | Add: Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2026 | 3,087,038 | (2,828,024) | 1,442,549 | (1,177,178) | — | — | 524,385 |

  99. PAY VERSUS PERFORMANCE TABLE

    (i)Year-end fair value includes the PSU awards that were granted in April 2025, with an expected payout of 0%. (3)Represents the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Ms. Tejada, who has served as our PEO since 2012) for each covered fiscal year in the “Total” column of the Summary Compensation Table for such fiscal year. Please refer to “Executive Compensation – Summary Compensation Table for Fiscal Year 2026.” The names of each NEO (excluding our PEO) included for purposes of calculating the average of the amounts of total compensation in each covered fiscal year are as follows: (i) for fiscal year 2026, Howard Wilson, our Chief Financial Officer; (ii) for fiscal year 2025, Howard Wilson, our Chief Financial Officer and Shelley Webb, our former Chief Legal and People Officer (her previous title was Senior Vice President, Legal and General Counsel); (iii) for fiscal year 2024, Howard Wilson, our Chief Financial Officer, David Justice, our former Executive Vice President, Chief Revenue Officer, Shelley Webb, our former Chief Legal and People Officer (her previous title was Senior Vice President, Legal and General Counsel); (iv) for fiscal 2023, Howard Wilson, our Chief Financial Officer, David Justice, our Executive Vice President, Chief Revenue Officer, Shelley Webb, our Senior Vice President, Legal and General Counsel; and Stacey Giamalis, our former Senior Vice President, Legal, General Counsel, and Secretary; and (v) for fiscal 2022, Howard Wilson, our Chief Financial Officer, David Justice, our Executive Vice President, Chief Revenue Officer, and Stacey Giamalis, our Senior Vice President, Legal, General Counsel, and Secretary. (4)Represents the average of the amount of executive “compensation actually paid” to our NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average of the total compensation of such NEOs with respect to the covered fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2(b):

  100. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Deduct: Average Reported Value of Equity Awards ($)(a) | Add: Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | | 2026 | 5,306,013 | 4,570,615 | 888,006 | 1,623,404 |

  101. PAY VERSUS PERFORMANCE TABLE

    (a)These deductions are the amounts listed in the “Stock Awards” column in the Summary Compensation Table and represent the grant date fair value of the equity awards for each covered fiscal year.

  102. PAY VERSUS PERFORMANCE TABLE

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  103. PAY VERSUS PERFORMANCE TABLE

    (b)The valuation assumptions used to calculate the fair values of the RSU and PSU awards held by our NEOs as a group (excluding our PEO) that vested during or were outstanding as of the end of the covered fiscal year (including the probable outcome of any such awards subject to performance conditions) did not materially differ from those valuation assumptions disclosed at the time of grant. The amounts deducted or added in calculating the average equity award adjustments in accordance with the SEC methodology for determining compensation actually paid are as follows:

  104. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Average Year End Fair Value of Equity Awards Granted in Covered Year ($)(i) | Add: Average Change in Fair Value from the end of the Prior Year to the end of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | Add: Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Year ($) | Add: Average Change in Fair Value from the end of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in Covered Year ($) | Deduct: Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Year ($) | Add: Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Average Equity Award Adjustments ($) | | 2026 | 1,389,162 | (754,339) | 649,142 | (395,959) | — | — | 888,006 |

  105. PAY VERSUS PERFORMANCE TABLE

    (i)Year-end fair value includes the PSU awards that were granted in April 2025, with an expected payout of 0%. (5)Total stockholder return (“TSR”) is determined based on an initial fixed investment of $100 on January 31, 2021. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated and includes the reinvestment of dividends. The peer group used for this purpose is the following published industry index: the S&P Software & Services Select Industry Index. (7)The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year. (8)As required by Item 402(v) of Regulation S-K, we have determined that “Non-GAAP Operating Margin” is our Company-Selected Measure for fiscal 2026. We define “Non-GAAP Operating Margin” as GAAP operating margin excluding stock-based compensation expense, employer taxes related to employee stock transactions, amortization of acquired intangible assets, acquisition-related expenses, and restructuring costs. We believe that these expenses are not necessarily reflective of operational performance during a period. In particular, we believe the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we have determined that Non-GAAP Operating Margin is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our PEO and other NEOs, for the most recently completed fiscal year, to our performance. Non-GAAP Operating Margin is one component of our short-term incentive compensation program, as further described in “Compensation Discussion and Analysis” above. Financial Performance Measures As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program is designed to reflect our variable “pay-for-performance” philosophy. The performance measures that we use for both our short-term and long-term incentive award programs are selected to incentivize our PEO and our other NEOs to increase the value of our enterprise for our stockholders, and are among the most important financial performance measures used by us to link executive compensation actually paid to our PEO and our other NEOs, to our performance for the most recently completed fiscal year. Overall, the most important financial performance measures for the most recently completed fiscal year are as follows: n Non-GAAP Operating Margin n Revenue n ARR

  106. PAY VERSUS PERFORMANCE TABLE

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  107. REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES As described in “Compensation Discussion and Analysis,” our executive compensation reflects a variable “pay-for-performance” philosophy. While over the years we have used several different performance measures to align executive compensation with our performance, not all of these performance measures are presented in the Pay-Versus-Performance Table. While we generally seek to prioritize long-term performance as our primary incentive for our PEO and our other NEOs, we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay Versus Performance Table.

  108. COMPENSATION ACTUALLY PAID AND COMPANY TSR AND PEER GROUP TSR

    COMPENSATION ACTUALLY PAID AND COMPANY TSR AND PEER GROUP TSR The graph below compares (i) our TSR and PEO and other NEO compensation actually paid for the five fiscal years beginning with fiscal 2022, and (ii) our cumulative TSR to the cumulative TSR of the selected peer group.

  109. COMPENSATION ACTUALLY PAID AND COMPANY TSR AND PEER GROUP TSR

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  110. COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS)

    COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS) The graph below compares our net income (loss) and PEO and other NEO compensation actually paid for the five fiscal years beginning with fiscal 2022.

  111. COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS)

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  112. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

    COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN The graph below compares our Non-GAAP Operating Margin and PEO and other NEO compensation actually paid for the five fiscal years beginning with fiscal 2022. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  113. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

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  114. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

    Security Ownership of Certain Beneficial Owners and Management The following table shows the ownership of the Company’s common stock as of March 31, 2026 (or as of the date otherwise indicated below) by: (i) each director and nominee for director; (ii) each of the executive officers named in “Executive Compensation—Summary Compensation Table for Fiscal Year 2026; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock. We have based percentage ownership of our common stock on 84,985,895 shares of our common stock outstanding as of March 31, 2026. Unless otherwise indicated, the address of each beneficial owner listed below is c/o PagerDuty, Inc., 600 Townsend St., Suite 200, San Francisco, CA 94103.

  115. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

    | | Common Stock | | | Name of Beneficial Owner | Number (#) | Percentage (%) | | 5% Stockholders | | | | The Vanguard Group, Inc.(1) | 12,593,954 | 14.8 | | BlackRock, Inc.(2) | 7,400,778 | 8.7 | | The Goldman Sachs Group, Inc.(3) | 4,320,425 | 5.1 | | Named Executive Officers and Directors | | | | Jennifer Tejada(4) | 3,432,026 | 4.0 | | Howard Wilson(5) | 917,324 | 1.1 | | Scott Aronson | — | * | | Teresa Carlson | 12,825 | * | | Donald Carty(6) | 9,554 | * | | Sarah Franklin | 6,956 | * | | Elena Gomez(7) | 193,332 | * | | William Losch | 33,042 | * | | Rathi Murthy(8) | 136,073 | * | | Zachary Nelson | 330,651 | * | | Bonita Stewart | 34,888 | * | | All directors and executive officers as a group(9) (11 persons) | 5,106,671 | 6.0 |

  116. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

    * Represents beneficial ownership of less than 1%. (1)Based on information provided by The Vanguard Group, Inc. (“Vanguard”) in a Schedule 13G/A filed on October 30, 2025. According to the filing, Vanguard has shared voting power over 616,489 shares of common stock, no sole voting power, sole dispositive power over 11,871,613 shares of common stock, and shared dispositive power over 722,341 shares of common stock. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. In a subsequent Schedule 13G/A filed on March 27, 2026, Vanguard disclosed that its holding company, The Vanguard Group, Inc. is no longer deemed to have beneficial ownership of shares of PagerDuty’s common stock held of record by certain entities within Vanguard. We expect that after the filing date of this Proxy Statement, other entities within The Vanguard Group will make additional filings clarifying which entities will be deemed the beneficial owners of these shares.

  117. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

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  118. COMPENSATION ACTUALLY PAID AND NON-GAAP OPERATING MARGIN

    (2)Based upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G filed on April 17, 2025. According to the filing, BlackRock has sole voting power with respect to 7,294,796 shares of common stock, sole dispositive power over 7,400,778 shares of common stock and no shared voting or dispositive power. The principal business address of BlackRock, Inc. 50 Hudson Yards, New York, NY 10001. (3)Based upon the information provided by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC (“Goldman”) in a Schedule 13G filed on April 23, 2026. According to the filing, Goldman has shared voting power with respect to 4,318,732 shares of common stock, shared dispositive power with respect to 4,318,986 shares of common stock and no sole voting or dispositive power. The principal business address of Goldman is 200 West Street New York, NY 10282. (4)Includes (i) 171,870 shares held indirectly by Jennifer Tejada, as Trustee of the Langford Island Trust (ii) 62,736 shares each held indirectly by Jennifer Tejada, as Trustee of the Tejada 2025 Grantor Retained Annuity Trust - I and Jennifer Tejada, as Trustee of the Tejada 2025 Grantor Retained Annuity Trust - II; (iii) 31,966 shares each held indirectly by Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - I, Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - II, Jennifer Tejada, as Trustee of the Tejada 2024 Grantor Retained Annuity Trust - III, and Jennifer Tejada, as trustee of the Tejada 2024 Grantor Retained Annuity Trust - IV; and (iv) 2,389,532 shares subject to options exercisable within 60 days of March 31, 2026, all of which are fully vested as of such date, and (v) 135,728 shares issuable upon the settlement of RSUs and PSUs releasable within 60 days of March 31, 2026. (5)Includes (i) 332,084 shares subject to options exercisable within 60 days of March 31, 2026, all of which are fully vested as of such date, and (ii) 49,650 shares issuable upon the settlement of RSUs and PSUs releasable within 60 days of March 31, 2026. (6)Includes 9,554 shares issuable upon the settlement of RSUs and PSUs releasable within 60 days of March 31, 2026. (7)Includes 161,140 shares subject to options exercisable within 60 days of March 31, 2026, all of which are fully vested as of such date. (8)Includes 103,881 shares subject to options exercisable within 60 days of March 31, 2026, all of which are fully vested as of such date. (9)Includes (i) 2,986,637 shares subject to options exercisable within 60 days of March 31, 2026, and (ii) 194,932 shares issuable upon the settlement of RSUs and PSUs releasable within 60 days of March 31, 2026. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such forms furnished to us and written representations from these officers and directors, we believe that all Section 16(a) filing requirements were met during the year ended January 31, 2026, with the exception of (i) a late Form 3 and Form 4 filed by Mr. Carty, and (ii) a late Form 4 filed by Ms. Tejada, in each case due to an administrative oversight.

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    Transactions With Related Persons and Indemnification Related Person Transactions Policy and Procedures We maintain a written related person transaction policy (the “Related Person Transactions Policy”) that includes our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person had or will have a direct or indirect interest and in which the aggregate amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not considered related party transactions under this policy. A transaction, arrangement or relationship in which a related person’s participation is solely due to such related person’s position as a director of an entity that is participating in such transaction, arrangement or relationship would not be considered a related party transaction under this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the Related Person Transactions Policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated, or any transaction that was not initially identified as a related person transaction before consummation, our management must present information regarding the related person transaction to the Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of the Board, for review, consideration, and approval or ratification. The presentation must include a description of, among other things: all of the parties to the transaction; the material facts of the proposed transaction; the interests, direct and indirect, of the related persons; the purpose of the transaction; the benefits to us of the transaction; whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally; and management’s recommendation with respect to the proposed transaction. Under the Related Person Transactions Policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the Related Person Transactions Policy. In addition, under our Code of Conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, the Audit Committee, or other independent body of the Board, will take into account the relevant available facts and circumstances including, but not limited to: •the risks, costs and benefits to the Company; •the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; •the terms of the transaction; •the availability of other sources for comparable services or products; and •the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The Related Person Transactions Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the Audit Committee, or other independent body of the Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as the Audit Committee, or other independent body of the Board, determines in the good faith exercise of its discretion.

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    Certain Related Person Transactions There have been no transactions since February 1, 2025, to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation—Non-Employee Director Compensation.” From time to time, we do business with organizations associated with our outside directors in the ordinary course of business and on standard terms. Such relationships did not represent material transactions to PagerDuty, and we have determined that none of our outside directors has any material interest in such transactions.