Form 4: PagerDuty Director Sarah Franklin Receives Equity Grant of 12,416 Restricted Stock Units

PagerDuty, Inc. Director Sarah Joyce Franklin acquired 12,416 shares of common stock in the form of Restricted Stock Units on June 26, 2025, as part of the company's non-employee director compensation policy.

Summary

• Director Sarah Joyce Franklin acquired 12,416 shares of PagerDuty, Inc. common stock.
• The acquisition occurred on June 26, 2025.
• These shares were acquired as Restricted Stock Units (RSUs) with a price of $0, indicating a grant rather than a cash purchase.
• The RSUs were granted under the Issuer's Non-Employee Director compensation policy.
• Each RSU represents a contingent right to receive one share of Common Stock.
• The RSUs will fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next Annual Meeting of stockholders, contingent on continuous service to the Issuer.
• Following this transaction, Sarah Joyce Franklin beneficially owns 33,287 shares, a portion of which are also restricted stock units.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director, even if a grant, generally indicates alignment of interests and confidence in the company's future, contributing positively to sentiment. It's a routine compensation event, so not extremely high, but still positive.

Positives

• Increased alignment of a director's interests with shareholders through the acquisition of additional equity.
• The grant of Restricted Stock Units (RSUs) is part of a standard non-employee director compensation policy, indicating structured corporate governance.

Negatives

• No negative aspects are present in this Form 4 filing, as it reports an acquisition of shares.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic outlook, focusing solely on an insider's equity transaction.

Industry Context

This transaction reflects a standard practice in the technology industry where non-employee directors receive equity compensation to align their interests with long-term shareholder value. Such grants are common across publicly traded software and SaaS companies like PagerDuty, aiming to retain experienced board members and incentivize performance.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of non-employee director compensation is a common practice across the technology sector, comparable to compensation structures at companies such as Atlassian, HubSpot, or Salesforce, which also utilize equity grants to attract and retain board talent.
• The vesting schedule, tied to either the first anniversary of the grant or the next Annual Meeting, is typical for director RSU grants, ensuring continued service and alignment with annual corporate cycles.

Corporate Governance

Related Party Transactions

• The grant of 12,416 Restricted Stock Units to Sarah Joyce Franklin, a director of PagerDuty, Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: Increased alignment of director interests with shareholder value through equity ownership.

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 ownership, Equity grant, Corporate governance