Form 4: PagerDuty Director Bonita C. Stewart Receives Equity Grant

PagerDuty, Inc. Director Bonita C. Stewart was granted 12,416 Restricted Stock Units as part of her non-employee director compensation, increasing her beneficial ownership to 47,304 shares.

Summary

• Bonita C. Stewart, a Director of PagerDuty, Inc. (PD), acquired 12,416 Restricted Stock Units (RSUs) on June 26, 2025.
• These RSUs were granted at a price of $0 per unit, consistent with the Issuer's Non-Employee Director compensation policy.
• Each RSU represents a contingent right to receive one share of PagerDuty Common Stock.
• The RSUs are scheduled to fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders, contingent upon Bonita C. Stewart's continuous service to PagerDuty.
• Following this transaction, Bonita C. Stewart beneficially owns a total of 47,304 shares, a portion of which are restricted stock units.

Sentiment

Score: 7

Explanation: The document reports a routine equity grant to a director, which is a positive for corporate governance and alignment of interests, but does not contain information that would significantly alter the company's financial outlook or operations.

Positives

• The grant of Restricted Stock Units to a non-employee director aligns the director's financial interests with those of the shareholders, promoting long-term value creation.
• The equity-based compensation demonstrates the company's commitment to attracting and retaining experienced board members.

Future Outlook

The acquired Restricted Stock Units are subject to vesting, which will occur on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders, provided continuous service to the Issuer.

Industry Context

The practice of compensating non-employee directors with equity, such as Restricted Stock Units, is a common and widely accepted standard across publicly traded companies, particularly within the technology and SaaS sectors, to align leadership incentives with shareholder interests.

Comparison to Industry Standards

• The grant of Restricted Stock Units to non-employee directors is a standard compensation practice in publicly traded companies, including those in the software and cloud services industry like PagerDuty.
• This method aligns director incentives with long-term shareholder value, similar to practices observed at comparable companies such as Atlassian (TEAM), Datadog (DDOG), or Zscaler (ZS), which also utilize equity grants for their non-executive board members.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units by Bonita C. Stewart, a Director, constitutes a related party transaction as it involves compensation provided by the Issuer to a member of its board.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholder value creation, potentially leading to more shareholder-centric decision-making.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Director (Bonita C. Stewart): Receives equity compensation, which vests over time, providing a financial incentive tied to the company's performance and continued service.

Next Steps

• Vesting of the 12,416 Restricted Stock Units on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders, subject to continuous service.

Key Dates

Keywords

PagerDuty, PD, Bonita C. Stewart, Restricted Stock Units, RSU, Director compensation, beneficial ownership, equity grant, SEC Form 4, insider transaction