Form 4: Dynatrace CEO Rick McConnell Earns Significant Performance-Based Stock Awards Reflecting Strong FY2025 Results

Dynatrace, Inc. CEO Rick McConnell has acquired 170,376 shares of common stock through performance-based restricted stock units, reflecting the company's certified financial and total stockholder return performance for fiscal year 2025.

Summary

• Rick M. McConnell, CEO and Director of Dynatrace, Inc. (DT), acquired a total of 170,376 shares of common stock on May 23, 2025, through the earning of performance restricted stock units (PSUs).
• 137,971 shares were earned under PSUs granted on June 5, 2024, following certification by the Compensation Committee of the Board of Directors regarding the Issuer's financial performance results for fiscal year 2025 (April 1, 2024 March 31, 2025).
• Of these 137,971 shares, 33% will vest on June 5, 2025, and the remaining 67% will vest in eight equal quarterly installments over the subsequent two years, contingent on continued employment.
• An additional 32,405 shares were earned under PSUs granted on June 5, 2024, after the Compensation Committee certified performance conditions related to relative total stockholder return for the one-year period from April 1, 2024, to March 31, 2025.
• All 32,405 of these shares will vest on June 5, 2025, subject to continued employment.
• Following these transactions, Rick McConnell directly beneficially owns 606,937 shares of Dynatrace Common Stock.
• Additionally, 500 shares of Common Stock are indirectly held by the Anne Marie McConnell Trust, for which the Reporting Person's spouse is the sole trustee; the Reporting Person disclaims Section 16 beneficial ownership except to the extent of pecuniary interest.

Sentiment

Score: 8

Explanation: The document indicates strong positive sentiment as the CEO earned substantial performance-based equity awards, signifying the company's achievement of key financial and total stockholder return targets for fiscal year 2025.

Positives

• The acquisition of shares by the CEO is a result of performance-based restricted stock units (PSUs) being earned, indicating that Dynatrace, Inc. met or exceeded its financial performance targets for fiscal year 2025.
• The certification of relative total stockholder return performance by the Compensation Committee suggests strong shareholder value creation during the performance period.
• The vesting schedule, particularly the long-term vesting of a significant portion of the PSUs, aligns the CEO's interests with the long-term success and sustained performance of the company.

Future Outlook

A significant portion of the earned PSUs will vest in future periods, specifically 33% of the 137,971 shares on June 5, 2025, and the remaining 67% in eight equal quarterly installments over the subsequent two years, subject to the CEO's continued employment. All 32,405 shares earned from relative total stockholder return PSUs will vest on June 5, 2025.

Management Comments

• Rick M. McConnell, as Chief Executive Officer, has demonstrated achievement of performance targets set by the Compensation Committee, leading to the earning of these equity awards.

Industry Context

This filing reflects standard executive compensation practices within the technology and software industry, where performance-based equity awards are commonly used to incentivize leadership and align their interests with shareholder returns. The earning of these awards suggests strong operational and market performance relative to set targets, which is a positive indicator within the competitive software intelligence sector.

Corporate Governance

Related Party Transactions

• 500 shares of Dynatrace Common Stock are indirectly held by the Anne Marie McConnell Trust dated July 16, 2021, for which the Reporting Person's spouse is the sole trustee. The Reporting Person disclaims Section 16 beneficial ownership except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: Positive impact as the CEO's compensation is directly tied to the company's financial performance and total stockholder return, aligning management incentives with shareholder value creation.
• Employees: The company's strong performance, as indicated by the earning of these PSUs, could signal a healthy and stable work environment.

Next Steps

• Vesting of 33% of the 137,971 PSUs on June 5, 2025.
• Vesting of the remaining 67% of the 137,971 PSUs in eight equal quarterly installments over the subsequent two years.
• Vesting of all 32,405 PSUs on June 5, 2025.

Key Dates

Keywords

Dynatrace, DT, Rick McConnell, CEO, Performance Stock Units, PSUs, Executive Compensation, Insider Transaction, SEC Form 4, Beneficial Ownership, Equity Incentive Plan, Financial Performance, Total Stockholder Return