Form 4: Dynatrace CFO James Benson Earns Significant Performance-Based Stock Units

Dynatrace, Inc.'s EVP, CFO, and Treasurer, James M. Benson, acquired 56,792 shares of common stock through the earning of performance restricted stock units (PSUs) following the certification of fiscal year 2025 performance results.

Summary

• James M. Benson, Executive Vice President, Chief Financial Officer, and Treasurer of Dynatrace, Inc. (DT), reported the acquisition of 56,792 shares of common stock.
• The shares were earned under performance restricted stock units (PSUs) granted on June 5, 2024, following the certification of specific performance conditions by the Compensation Committee.
• 45,991 shares were earned based on the Issuer's financial performance results for fiscal year 2025, which ran from April 1, 2024, to March 31, 2025.
• An additional 10,801 shares were earned based on the company's relative total stockholder return (TSR) for the one-year performance period from April 1, 2024, to March 31, 2025.
• The acquisition date for reporting purposes was May 23, 2025, with a reported price of $0 per share, typical for PSU earnings.
• Following these transactions, James M. Benson's direct beneficial ownership of Dynatrace common stock increased to 385,690 shares.
• For the 45,991 shares, 33% will vest on June 5, 2025, with the remaining 67% vesting in eight equal quarterly installments over the subsequent two years, subject to continued employment.
• All 10,801 shares earned based on TSR will vest on June 5, 2025, also subject to continued employment.

Sentiment

Score: 7

Explanation: The earning of performance-based stock units by a key executive is a positive signal, as it indicates the company has met its internal financial and relative total stockholder return targets, reflecting successful operational and strategic execution during the performance period.

Positives

• The earning of performance-based stock units indicates that Dynatrace met or exceeded certain pre-defined financial performance results and relative total stockholder return targets for fiscal year 2025.
• This transaction aligns the executive's interests with shareholder value creation, as the compensation is directly tied to company performance.

Future Outlook

The document indicates future vesting schedules for the earned PSUs, with 33% of the financial performance-based units vesting on June 5, 2025, and the remaining 67% vesting in eight equal quarterly installments over the subsequent two years. All TSR-based units will vest on June 5, 2025. All vesting is subject to the reporting person's continued employment.

Industry Context

This Form 4 filing is a standard disclosure of executive compensation tied to performance, a common practice across various industries to incentivize management alignment with company goals and shareholder returns. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The earning of performance-based compensation by a key executive suggests that the company has achieved its performance targets, which could be viewed positively as an indicator of operational success and value creation.
• Employees: The compensation structure for executives, including performance-based awards, can influence overall company culture and compensation philosophy.

Next Steps

• Vesting of 33% of the 45,991 PSUs and 100% of the 10,801 PSUs on June 5, 2025.
• Subsequent quarterly vesting of the remaining 67% of the 45,991 PSUs over the next two years.

Key Dates

Keywords

Dynatrace, DT, SEC Form 4, Insider Transaction, Performance Stock Units, PSUs, Executive Compensation, Stock Acquisition, Financial Performance, Total Stockholder Return, James M. Benson