Form 4: Dynatrace CTO Bernd Greifeneder Earns Significant Performance-Based Stock Awards

Dynatrace, Inc.'s Executive Vice President and Chief Technology Officer, Bernd Greifeneder, has acquired 47,498 shares of common stock through the earning of performance restricted stock units (PSUs) for fiscal year 2025 performance.

Summary

• Bernd Greifeneder, EVP and Chief Technology Officer of Dynatrace, Inc. (DT), acquired a total of 47,498 shares of common stock on May 23, 2025, through the earning of performance restricted stock units (PSUs).
• The first award of 38,464 shares was earned based on the certification by the Compensation Committee of certain financial performance results for Dynatrace's fiscal year 2025, which ran from April 1, 2024, to March 31, 2025.
• The second award of 9,034 shares was earned following the Compensation Committee's certification of performance conditions related to relative total stockholder return for the one-year period from April 1, 2024, to March 31, 2025.
• These PSUs were granted on June 5, 2024, under the Issuer's 2019 Equity Incentive Plan, as amended.
• Following these transactions, Mr. Greifeneder directly beneficially owns 1,030,589 shares of common stock, with an additional 2,100 shares indirectly owned by his spouse, totaling 1,032,689 shares.
• The shares were acquired at a price of $0, indicating they were awards rather than purchases.

Sentiment

Score: 8

Explanation: The sentiment is positive as the executive earned a significant number of shares due to the company meeting its performance targets, indicating strong operational and financial results for the period.

Positives

• The acquisition of shares by the CTO indicates that Dynatrace met specific financial performance results and relative total stockholder return targets for fiscal year 2025, leading to the earning of performance-based stock units.
• The awards demonstrate the company's commitment to its 2019 Equity Incentive Plan, aligning executive incentives with company performance and shareholder value.

Risks

• The vesting of the earned PSUs is subject to the Reporting Person's continued employment on the applicable vesting dates, posing a risk of forfeiture if employment ceases.

Future Outlook

The earned PSUs will vest according to a schedule: 33% of the 38,464 shares will vest on June 5, 2025, with the remaining 67% vesting in eight equal quarterly installments over the subsequent two years. All 9,034 shares from the second PSU award will vest on June 5, 2025. All vesting is contingent upon the Reporting Person's continued employment.

Industry Context

This Form 4 filing reflects a standard executive compensation practice within the technology industry, where performance-based equity awards are common to incentivize long-term performance and align management interests with shareholder returns. The earning of these PSUs suggests that Dynatrace has met its internal performance metrics and potentially outperformed peers in terms of total shareholder return during the specified periods.

Corporate Governance

Related Party Transactions

• The reporting person indirectly beneficially owns 2,100 shares of common stock through their spouse.

Stakeholder Impact

• Shareholders: The earning of performance-based awards by a key executive suggests that the company has met its internal targets, which could be viewed positively as an indicator of operational success and alignment of management interests with shareholder returns.
• Employees: The continued employment condition for vesting reinforces the importance of executive retention and stability within the company's leadership.
• Management: The awards serve as a significant incentive and reward for the CTO's contributions to the company's financial and stock performance.

Next Steps

• Vesting of 33% of the 38,464 shares on June 5, 2025.
• Vesting of the remaining 67% of the 38,464 shares in eight equal quarterly installments over the subsequent two years, subject to continued employment.
• Vesting of all 9,034 shares on June 5, 2025, subject to continued employment.

Key Dates

Keywords

Dynatrace, DT, Form 4, Insider Transaction, Stock Award, PSU, Executive Compensation, Bernd Greifeneder, Equity Incentive Plan, Performance-based compensation