Sector: Information Technology
DYNATRACE INC · Meeting: August 26, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
McConnell has served as CEO and director since December 2021 (approximately 4.5 years), DT's 3-year price return is -14.5% which is negative, the peer group median 3-year TSR is -2.0%, and DT trails the peer median by 12.5 percentage points — well below the 20pp threshold required to trigger a No vote for negative absolute TSR, so no TSR trigger fires; no overboarding, attendance, or independence concerns apply.
Capone has served since 2019 (over 5 years), DT's 3-year underperformance versus the peer median is only 12.5pp, which is below the 20pp trigger threshold for negative absolute TSR; he chairs the Compensation Committee, holds no excessive outside board seats, and attended 75%+ of meetings.
Lifshatz has served since 2019 (over 5 years), the 3-year TSR underperformance gap of 12.5pp versus the peer median does not breach the 20pp threshold, he serves as Audit Committee Chair and is designated an Audit Committee Financial Expert, and no other policy flags apply.
Riedel joined the board on June 30, 2026 — less than 24 months before the meeting date — making him exempt from the TSR underperformance trigger under the policy; he brings relevant technology and strategy experience and no other disqualifying flags are present.
All four Class I director nominees receive a FOR vote. DT's 3-year absolute price return is -14.5% (negative), and the company trails the disclosed compensation peer group median 3-year TSR by 12.5 percentage points, which is below the 20pp underperformance threshold required to trigger a No vote under the policy's negative-absolute-TSR band. George Riedel joined in June 2026 and is exempt from the TSR trigger as a newly appointed director. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Rick McConnell
Total Comp
$19,380,348
Prior Support
92%%
The prior year Say on Pay vote received approximately 92% support, well above the 70% threshold that would require visible remediation. CEO total compensation of $19,380,348 is elevated for a $12.8B information technology company but is not clearly above 20% of a reasonable benchmark given the company's scale, peer positioning, and the fact that approximately 96% of McConnell's target pay is variable and at-risk through a mix of time-based stock awards, performance stock awards tied to ARR, revenue, and non-GAAP operating income, and relative total shareholder return awards measured against the Russell 3000 index. While DT's stock has underperformed peers over three years by 12.5pp, the rTSR component directly penalized executives for that underperformance — the one-year rTSR performance stock award paid out at zero — demonstrating meaningful pay-for-performance alignment; the compensation structure includes a clawback policy, robust performance conditions, and no significant governance concerns.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,858,263
Non-Audit Fees
$1,967,000
Non-audit fees (tax services of $1,967,000) represent approximately 51% of audit fees ($3,858,263), which is just above the 50% threshold — however, the non-audit work consists entirely of routine tax compliance and advisory services with no audit-related fees in fiscal 2026, and EY is a Big 4 firm appropriate for a $12.8B market-cap company; the tenure of EY is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were identified, resulting in a FOR vote.
The 2026 Dynatrace annual meeting presents three standard proposals: director elections, auditor ratification, and Say on Pay. All proposals receive a FOR vote — the director TSR underperformance trigger does not fire because DT's 12.5pp lag behind the peer median falls below the 20pp threshold applicable when absolute 3-year returns are negative, EY's fee structure is largely within acceptable bounds with routine tax services driving non-audit fees, and the executive compensation program features strong variable pay design with real performance consequences including a zero payout on the one-year relative TSR stock award.
18 companies disclosed in 2026 proxy filing
