Form 4: PagerDuty Director Dan Solomon Acquires 12,416 Restricted Stock Units

PagerDuty, Inc. Director Dan Alexandru Solomon acquired 12,416 Restricted Stock Units as part of the company's non-employee director compensation policy, increasing his beneficial ownership to 2,657,726 shares.

Summary

• Dan Alexandru Solomon, a Director of PagerDuty, Inc. (PD), acquired 12,416 shares of Common Stock on June 26, 2025.
• These shares were acquired as Restricted Stock Units (RSUs) with a price of $0, indicating they are part of the Issuer's Non-Employee Director compensation policy.
• Each RSU represents a contingent right to receive one share of Common Stock and has no expiration date.
• The shares underlying the Restricted Stock Unit award shall fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders, subject to the Director's continuous service to the Issuer on such date.
• Following this transaction, Dan Alexandru Solomon's total beneficial ownership in PagerDuty, Inc. is 2,657,726 shares, a portion of which are also restricted stock units.

Sentiment

Score: 7

Explanation: The acquisition of RSUs by a director is a positive signal of alignment with shareholder interests and is a routine part of compensation, indicating stability rather than significant new news. The future transaction date (06/26/2025) is common for pre-scheduled RSU grants.

Positives

• The acquisition of Restricted Stock Units by a director aligns their interests with shareholders, demonstrating continued commitment to the company's long-term performance.
• The transaction is part of a standard non-employee director compensation policy, indicating a structured and transparent approach to rewarding board members.

Future Outlook

The acquired Restricted Stock Units are subject to a vesting schedule, fully vesting on the earlier of the first anniversary of the grant date (June 26, 2026) or immediately prior to the next Annual Meeting of stockholders, contingent on the director's continuous service to the Issuer.

Industry Context

This transaction reflects a common practice in the technology and publicly traded company sectors where non-employee directors receive equity compensation, such as Restricted Stock Units, to align their interests with long-term shareholder value creation. This is a standard component of corporate governance and executive compensation strategies across various industries.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as part of non-employee director compensation is a widely adopted practice across publicly traded companies, particularly in the technology sector. Companies like Microsoft, Apple, and Google frequently utilize similar equity-based compensation structures for their board members to foster long-term alignment and retention.
• The vesting schedule, tied to either a one-year anniversary or the next annual meeting, is also a common standard, ensuring continued service and commitment from directors.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of RSUs by a director aligns their interests with shareholders, potentially fostering long-term value creation and demonstrating commitment.
• Employees: No direct impact mentioned.
• Management: No direct impact mentioned.

Next Steps

• The Restricted Stock Units will vest on the earlier of the first anniversary of the grant date (June 26, 2026) or immediately prior to the next Annual Meeting of stockholders, subject to continuous service.

Key Dates

Recommendation

Keywords

PagerDuty, PD, Form 4, SEC filing, Restricted Stock Units, RSU, Director compensation, Insider transaction, Beneficial ownership, Equity compensation, Corporate governance