Form 4: PagerDuty Director Teresa Carlson Granted 12,416 Restricted Stock Units

PagerDuty, Inc. Director Teresa Carlson was granted 12,416 Restricted Stock Units as part of the company's non-employee director compensation policy, vesting on the earlier of one year from the grant date or the next annual meeting.

Summary

• Teresa Carlson, a Director of PagerDuty, Inc. (PD), acquired 12,416 shares of Common Stock in the form of Restricted Stock Units (RSUs).
• The acquisition occurred on June 26, 2025, with a transaction price of $0 per RSU.
• These RSUs were granted under PagerDuty's Non-Employee Director compensation policy.
• Each RSU represents a contingent right to receive one share of PagerDuty Common Stock and has no expiration date.
• The RSUs are scheduled to fully 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, contingent on continuous service to the Issuer.
• Following this transaction, Teresa Carlson beneficially owns 31,654 shares, which include previously held restricted stock units.

Sentiment

Score: 6

Explanation: The document reports a routine, expected insider transaction (RSU grant to a director) as part of a standard compensation policy. This is a neutral to slightly positive event as it aligns director interests with shareholders, but it does not convey significant new information about the company's performance or strategic direction.

Positives

• The grant of Restricted Stock Units to Director Teresa Carlson aligns with PagerDuty's established Non-Employee Director compensation policy, indicating standard corporate governance practices.
• The acquisition of additional equity by a director can signal continued alignment of interests between management and shareholders.

Negatives

• No negative aspects are indicated in this routine Form 4 filing.

Risks

• No specific risks are mentioned in this Form 4 filing, which primarily reports an insider transaction.

Future Outlook

The 12,416 Restricted Stock Units granted to Director Teresa Carlson are expected to fully vest on the earlier of June 26, 2026, or immediately prior to the next Annual Meeting of stockholders, contingent upon her continuous service to PagerDuty.

Industry Context

The grant of Restricted Stock Units to non-employee directors is a common practice across publicly traded companies, particularly in the technology sector, serving as a standard component of compensation to align director interests with long-term shareholder value. This transaction reflects a routine application of PagerDuty's established compensation policy for its non-employee directors.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, such as Restricted Stock Units, is a widely adopted standard across the technology industry and public companies globally.
• Companies like Salesforce, Microsoft, and Adobe frequently utilize RSU grants as a significant component of their non-executive director compensation packages to foster long-term alignment and retention.
• The vesting schedule, typically over one year or until the next annual meeting, is also consistent with common industry practices for such grants.

Corporate Governance

Related Party Transactions

• The acquisition of Restricted Stock Units by a director is a related party transaction, but it is explicitly stated to be "pursuant to the Issuer's Non-Employee Director compensation policy," indicating it is a standard, pre-approved compensation arrangement rather than an unusual or undisclosed dealing.

Stakeholder Impact

• Shareholders: The grant of equity to a director aligns their interests with shareholders, potentially encouraging long-term value creation. The dilution from these RSUs is minimal and expected as part of standard compensation.
• Employees: No direct impact on employees is indicated.
• Customers: No direct impact on customers is indicated.
• Suppliers: No direct impact on suppliers is indicated.
• Creditors: No direct impact on creditors is indicated.

Next Steps

• The 12,416 Restricted Stock Units are expected to vest on the earlier of June 26, 2026, or immediately prior to the next Annual Meeting of stockholders, subject to continuous service.

Key Dates

Keywords

PagerDuty, PD, Teresa Carlson, Form 4, SEC filing, Restricted Stock Units, RSU, Director compensation, Insider transaction, Equity grant, Beneficial ownership