Form 4: PagerDuty Director Elena Gomez Acquires 12,416 Restricted Stock Units

PagerDuty, Inc. Director Elena Gomez acquired 12,416 Restricted Stock Units as part of the company's non-employee director compensation policy.

Summary

• Elena Gomez, a Director of PagerDuty, Inc. (PD), acquired 12,416 Restricted Stock Units (RSUs) on June 26, 2025.
• The RSUs were acquired at a price of $0, consistent with the Issuer's Non-Employee Director compensation policy.
• Each Restricted Stock Unit represents a contingent right to receive one share of PagerDuty Common Stock.
• The shares underlying the RSU award will 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 continuous service to the Issuer.
• Following this transaction, Elena Gomez beneficially owns 44,608 shares, a portion of which are restricted stock units.

Sentiment

Score: 7

Explanation: The transaction is a routine compensation grant to a director, aligning their interests with shareholders. It's a neutral to slightly positive event as it shows continued commitment and standard governance, but does not indicate significant operational changes or financial performance.

Positives

• The acquisition of Restricted Stock Units by a director aligns their long-term interests with those of the shareholders.
• The transaction is part of a standard, pre-defined non-employee director compensation policy, indicating routine corporate governance.

Risks

• The vesting of the 12,416 Restricted Stock Units is contingent upon Elena Gomez's continuous service to PagerDuty, Inc. until the vesting date.

Future Outlook

The vesting schedule for the acquired Restricted Stock Units indicates future share issuance to Elena Gomez upon meeting continuous service conditions, either on the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders.

Industry Context

This transaction is a routine insider filing, common across publicly traded companies, reflecting standard non-employee director compensation practices. It does not indicate any specific industry trends beyond general corporate governance and compensation structures.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) at a $0 price to non-employee directors is a common compensation practice across various industries, including technology companies like PagerDuty.
• This method aligns director incentives with long-term shareholder value by tying compensation to future stock performance and continued service.
• Companies such as Salesforce, Microsoft, and Adobe frequently utilize similar equity-based compensation for their non-executive directors to attract and retain talent and ensure alignment with company performance.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value through equity compensation.

Next Steps

• Vesting of the 12,416 Restricted Stock Units on the earlier of June 26, 2026 (first anniversary of grant date) or immediately prior to the next Annual Meeting of stockholders, subject to continuous service.

Key Dates

Recommendation

Keywords

PagerDuty, PD, Elena Gomez, Restricted Stock Units, RSU, Director Compensation, SEC Form 4, Insider Transaction, Equity Grant