Form 4: PagerDuty Director Rathi Murthy Receives Equity Compensation Grant

PagerDuty, Inc. Director Rathi Murthy was granted 12,416 Restricted Stock Units as part of the company's non-employee director compensation policy.

Summary

• Rathi Murthy, a Director of PagerDuty, Inc. (PD), acquired 12,416 shares of Common Stock in the form of Restricted Stock Units (RSUs).
• The transaction occurred on June 26, 2025, with an acquisition price of $0 per RSU.
• Following this transaction, Rathi Murthy beneficially owns 44,608 shares of PagerDuty Common Stock.
• Each RSU represents a contingent right to receive one share of Common Stock of the Issuer 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 continuous service to the Issuer on such date.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates standard corporate governance and aligns director interests with shareholders, but it's a routine transaction with no new material financial performance data.

Positives

• The grant of Restricted Stock Units to a non-employee director aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This transaction is a standard component of non-employee director compensation, indicating adherence to established corporate governance practices.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, beyond the vesting schedule of the Restricted Stock Units.

Industry Context

This Form 4 filing details a routine insider transaction related to director compensation, which is a common practice across publicly traded companies in all industries, including the software and technology sector where PagerDuty operates. It does not provide broader industry trends.

Comparison to Industry Standards

• The grant of Restricted Stock Units as part of non-employee director compensation is a standard practice across publicly traded companies, including those in the technology sector like PagerDuty.
• While specific grant sizes vary by company size and compensation philosophy, the mechanism of using RSUs to align director interests with shareholders is consistent with global benchmarks for corporate governance and executive compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of RSUs to a director aligns their financial interests with those of shareholders, potentially encouraging decisions that enhance long-term shareholder value.

Next Steps

• The 12,416 Restricted Stock Units are scheduled to 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 Rathi Murthy's continuous service.

Key Dates

Keywords

PagerDuty, PD, Rathi Murthy, Form 4, SEC filing, insider transaction, Restricted Stock Units, RSU, equity compensation, director compensation, beneficial ownership