PAGERDUTY INC (PD)
Sector: Information Technology
2026 Annual Meeting Analysis
PAGERDUTY INC · Meeting: June 18, 2026
Directors FOR
2
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
As CEO and director since 2016, Ms. Tejada bears direct accountability for PagerDuty's 3-year price return of -75.8%, which trails the compensation peer group median by 45.2 percentage points — well above the 20-point threshold that triggers an against vote when absolute returns are negative; the 5-year TSR gap of -9.4pp does not exceed the 20pp threshold, which would normally downgrade to FOR, but the 5-year absolute return of -81.4% remains deeply negative and the 3-year underperformance is severe and sustained under her direct leadership, making a FOR downgrade inappropriate here.
Mr. Losch has served as a director since August 2022, meaning his tenure covers essentially the entire 3-year underperformance period during which PagerDuty's stock fell 75.8% while the peer median fell only 30.6%, a gap of 45.2 percentage points that exceeds the 20-point trigger for negative absolute TSR; the 5-year TSR check is not applicable as his tenure does not reach 5 years, so the 3-year result stands without mitigation.
For Analysis
Mr. Carty joined the board in April 2025, less than 24 months before the meeting date, making him exempt from the TSR underperformance trigger under policy; he brings extensive financial and executive leadership experience as former Chairman/CEO of American Airlines and former CFO of Dell.
Ms. Franklin joined the board in December 2024, less than 24 months before the meeting date, making her exempt from the TSR underperformance trigger; she brings relevant SaaS scaling and technology marketing experience as CEO of Lattice and former President & CMO of Salesforce.
Two of the four Class I nominees — CEO Jennifer Tejada and Audit Committee Chair William Losch — receive AGAINST votes because PagerDuty's stock has fallen 75.8% over three years while its peer group fell only 30.6%, a gap of 45.2 percentage points that far exceeds the 20-point policy threshold triggered when absolute returns are negative. Both directors have tenure spanning the full underperformance period. The two newer directors, Donald Carty and Sarah Franklin, are exempt from the TSR trigger as they joined within the past 24 months and both bring relevant qualifications.
Say on Pay
✗ AGAINSTCEO
Jennifer Tejada
Total Comp
$19,791,007
Prior Support
77.1%%
PagerDuty's stock has lost 75.8% of its value over three years while the company's peer group declined only 30.6%, yet the CEO received total compensation of approximately $19.8 million in fiscal 2025 — a level that appears substantially above what would be expected for a CEO of a company with a current market cap of only $613 million. While the company did reduce the CEO's equity grant target by 30% for fiscal 2026 and the PSU awards were appropriately forfeited when the revenue target was missed, the large time-based RSU awards ($7 million target) continued to pay out regardless of the severe stock underperformance, meaning a significant portion of equity compensation functioned as fixed pay rather than truly performance-linked pay. Prior-year Say-on-Pay support of 77.1% clears the 70% threshold so no automatic no vote is triggered on that basis, but the persistent disconnect between executive pay levels and shareholder experience — shareholders have lost more than three-quarters of their investment over three years — warrants a NO vote on the overall compensation program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$2,425,000
Non-Audit Fees
$73,065
PwC has served as PagerDuty's auditor only since April 2024 (approximately 2 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of $73,065 represent only about 3% of audit fees of $2,425,000, far below the 50% threshold; and PwC is a Big 4 firm fully appropriate for a company of this size and complexity.
Overall Assessment
PagerDuty's 2026 annual meeting ballot contains three proposals: director elections, auditor ratification, and Say on Pay. The dominant issue across the ballot is severe stock underperformance — PagerDuty's shares have fallen 75.8% over three years versus a peer group decline of only 30.6% — which triggers AGAINST votes for the two longest-serving Class I director nominees (CEO Jennifer Tejada and director William Losch) and for the Say on Pay proposal, while the two newly-appointed directors and the recently-engaged auditor PwC both receive FOR votes.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing