(1)

These amounts reflect the threshold, target, and maximum non-equity incentive cash bonus amounts for performance for the fiscal year ended January 31, 2022 for each of our Named Executive Officers, except for Mr. Justice, pursuant to the Fiscal 2022 Bonus Plan. For Mr. Justice, these amounts reflect the target non-equity incentive cash bonus amount for performance for fiscal year ended January 31, 2022, pursuant to the Sales Plan. The Sales Plan does not specify overall threshold or maximum amounts. These amounts do not necessarily correspond to the actual amounts that were received by our Named Executive Officers. Target bonuses were set as a percentage of each Named Executive Officer's base salary earned for the fiscal year ended January 31, 2022, and were 100% for Ms. Tejada, 70% for Mr. Wilson, 100% for Mr. Justice (his target amount is a prorated amount for fiscal 2022 consisting of Mr. Justice’s salary from February 1, 2021 ~~certain information regarding option exercises~~to March 31, 2021 and ~~stock vested~~his new salary as of April 1, 2021), and 40% for Ms. Giamalis, as further described in “Compensation Discussion and Analysis” above.

(2)

Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the fiscal 2022 PSUs that were granted on April 2, 2021 and are eligible to vest based on the achievement of nnARR performance target during the ~~last fiscal~~one year performance period. The amounts shown in the Threshold column reflect the PSUs earned if the minimum corporate performance metric is met and is 50% of the amounts shown under the Target column. The amounts shown in the Target column reflect the PSUs earned if the corporate performance metric is at target. The amounts shown in the Maximum column reflect the PSUs earned if the maximum corporate performance metric is met and is 200% of the amounts shown under the Target column. The PSUs vest over three years, subject to continued service with ~~respect~~us.

(3)

Amounts shown represent the aggregate grant date fair value of the equity awards, which includes RSUs and target PSUs, granted to our named executive ~~officers:~~

Option Awards Stock Awards
Name
Number of Shares Acquired on Exercise
(#)
Value Realized on Exercise(1)
($)
Number of Shares
Acquired on Vesting
(#)
Value Realized on Vesting(2)
($)
Jennifer Tejada 290,583 9,105,454 66,630 2,206,341
Howard Wilson 254,100 6,135,429 35,068 1,161,213
David Justice — — 53,569 2,233,827
Stacey Giamalis 87,000 2,854,420 14,611 483,813


~~(1)~~			officers, computed in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in the calculation of these amounts are described in Note 11 to our audited financial statements included in our Annual Report. The grant date fair value realized on exercise represents the difference between the exercise price per share of the stock option and the market price of our common stock at the time of exercise. The value realized was determined without considering any taxes that may have been owed.
~~(2)~~			~~The value realized upon vesting of restricted stock units is calculated by multiplying the number of shares vested by the closing price of our common stock on the vest date.~~

~~TABLE OF~~ ~~CONTENTS~~

~~Employment Agreements with our Named Executive Officers~~

Below are descriptions of our employment agreements with our Named Executive Officers. The agreements generally provide for at-will employment and set forth the Named Executive Officer’s initial base salary, target annual bonus opportunity, eligibility for employee benefits, and severance benefits upon a qualifying termination of employment. Furthermore, each of our named executive officers has executed a form of our standard proprietary information and inventions assignment agreement. The key terms of the ~~employment agreements with our Named Executive Officers are described below.~~

~~Jennifer Tejada~~

~~We entered into an amended and restated offer letter with Jennifer Tejada, our Chief Executive Officer, which was most recently amended~~PSUs in ~~March 2021 and which sets forth~~ the ~~terms and conditions~~table above is calculated assuming probable outcome of her employment with us. The amended and restated offer letter has no specific term and provides for at-will employment. The amended and restated offer letter supersedes all existing agreements and understandings Ms. Tejada may have concerning her employment relationship with us. Ms. Tejada’s current annual base salary is $520,000 and her current target annual bonus opportunity is $520,000. Ms. Tejada is eligible to participate in benefit plans and arrangements made available to all of our full-time employees, subject to the ~~terms of such plans.~~

The amended and restated offer letter reaffirms that, on July 22, 2016, Ms. Tejada was granted a time-based vesting option to purchase shares of our common stock, which represented the right to purchase 6.25% of our issued and outstanding securities on a fully diluted basisapplicable performance condition, measured as of the grant ~~date. Pursuant~~date in accordance with ASC Topic 718. These amounts may not correspond to the actual value that may be recognized by our named executive officers. Material terms of ~~the amended~~plan-based awards, including criteria used in determining amounts payable and ~~restated offer letter, if Ms. Tejada’s equity~~vesting of awards, are further discussed in “Compensation Discussion and Analysis” above.

(4)

The amounts represent RSU awards that vest ratably every quarter over four years with first vest occurring on July 2, 2021, subject to ~~time-based vesting and granted prior~~continuous service with us.

(5)

The amounts represent RSU awards that vest according to ~~a change in control transaction (as defined in her amended and restated offer letter) are not assumed, substituted, continued or cancelled for consideration (or,~~the following the March 2021 amendment, a per-share amount payable to holders of common stock, less any applicable per-share exercise price payable upon exercise of such equity award) in connection with the change in control transaction, 100%schedule: 30% of the ~~then-unvested~~ shares vest on the first and second anniversaries of the grant date, and the remaining 40% of the shares vest on the third anniversary of the grant date subject to ~~such equity awards will vest immediately prior to the change in control transaction.~~

Under Ms. Tejada’s amended and restated offer letter, if Ms. Tejada’s employment is terminated other than for “cause,” she resigns for “good reason,” or her employment terminates due to her death or “disability” (such terms as defined in her amended and restated offer letter), in each case, during the period from three months before until 18 months following a “change in control transaction” (such period for the purposes of Ms. Tejada’s amended and restated offer letter, the “change in control transaction period”), Ms. Tejada will be eligible to receive the following severance benefits (less applicable tax withholdings): (i) a lump sum cash amount equal to 18 months of her then-current annual base salary, plus an additional $12,000; (ii) 100% accelerated vesting and exercisability, as applicable, of all of her outstanding equity awards subject to time-based vesting and granted prior to a change in control transaction; (iii) a lump sum cash amount equal to a prorated amount of her target annual bonus opportunity; and (iv) payment or reimbursement of premiums to continue group health coverage under COBRA (as defined below) for 18 months.

Further, under Ms. Tejada’s amended and restated offer letter, if Ms. Tejada’s employment is terminated other than for cause, she resigns for good reason, or her employment terminates due to her death or disability any time other than during the change in control transaction period, Ms. Tejada will be eligible to receive the following severance benefits (less applicable tax withholding): (i) a lump sum cash amount equal to 12 months of her then-current annual base salary, plus an additional $12,000; (ii) accelerated vesting and exercisability, as applicable, of each of her outstanding equity awards subject to time-based vestingcontinuous service with respect to a number of shares equal to 50% of the number of shares originally subject to the equity award; (iii) a lump sum cash amount equal to a prorated amount of her target annual bonus opportunity; and (iv) payment or reimbursement of the premiums to continue group health coverage under COBRA for 12 months.

To receive the severance benefits above upon a qualifying termination, Ms. Tejada must timely (i) resign from our board of directors, (ii) sign and not revoke a general release of claims in our favor, and (iii) return all of our property in her possession.

If any of the payments provided for under Ms. Tejada’s amended and restated offer letter or otherwise payable to Ms. Tejada would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then she will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax,

~~TABLE OF~~ ~~CONTENTS~~

~~whichever results in the greater amount of after-tax benefits to her. Ms. Tejada’s amended and restated offer letter does not require us to provide any tax gross-up payments to her.~~us.

(1)

Includes, for Ms. Tejada, a resignation for good reason or involuntary termination due to disability.

(2)

Includes, for Ms. Tejada, an involuntary termination due to disability. The Change in Control Period is defined as the period commencing three months prior to and ending 12 months (or, with respect to Ms. Tejada, 18 months) following a change in control.

(3)

$1.1 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000. $1.3 million represents 18 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000

(4)

The amounts in this row reflect the estimated value of future premiums under our health and welfare benefit plans.

(5)

The amounts in this row reflect the value of accelerated vesting of stock options, RSUs, and PSUs. The value of accelerated vesting of stock options was calculated by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $33.02, which was the closing market price per share of our common stock on January 31, 2022 (the last trading date before the end of our fiscal year), and the per share exercise price of the applicable accelerated stock option. The value of accelerated vesting of RSUs, and PSUs was calculated by multiplying the number of shares subject to accelerated vesting under RSU and PSU grants by $33.02, which was the closing market price per share of our common stock on January 31, 2022 (the last trading date before the end of our fiscal year). For PSUs, the performance conditions have been deemed satisfied based on actual achievement.

(6)

$11.6 million represents the accelerated vesting of 50% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.$23.3 million represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs, and PSUs as of January 31, 2022.

(7)

$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2022. $0.7 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022.

(8)

Represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.

(9)

$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2022. $0.8 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022.

(10)

$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2022. $0.5 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022.

(11)

Represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022, assuming a change in control transaction occurs and such awards are not assumed, substituted, continued or cancelled for a per-share amount payable to holders of common stock, less any applicable per-share exercise price payable upon exercise of such equity award, in connection with the ~~change~~transaction and such Named Executive Officer’s employment continues.

(12)

For Ms. Tejada, $1.1 million represents 12 months of the Named Executive Officer's annual base salary in ~~control,~~effect on January 31, 2022, plus 100% of the ~~then-unvested shares subject to such equity awards will vest immediately prior~~Named Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000. $23.3 million represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.

(13)

For Ms. Tejada, $1.3 million represents 18 months of the Named Executive Officer's annual base salary in effect on January 31, 2022, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2022, plus an additional $12,000. Amounts for all Named Executive Officer’s include the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options, RSUs and PSUs as of January 31, 2022.

(14)

As a result of Ms. Giamalis’ cessation of services in 2022 being “without cause,” she is eligible for the severance payments and benefits pursuant to the ~~change in control, contingent upon such transaction.~~

To receive the severance benefits above upon a qualifying termination, Mr. Wilson, Mr. Justice or Ms. Giamalis, as applicable, must sign and not revoke a general release of claims in our favor by the deadline set forth in the policy.

~~TABLE OF~~ ~~CONTENTS~~

If any of the payments provided for under the policy or otherwise payable to Mr. Wilson, Mr. Justice or Ms. Giamalis would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he or she will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. The policy does not require us to provide any tax gross-up payments to Mr. Wilson, Mr. Justice or Ms. Giamalis or any other participant.

The policy will remain in effect for three years from the date of the completion of our initial public offering, which occurred on April 15, 2019, except if on the date the policy is set to expire we have entered into an agreement that would cause a change in control to occur, then the policy will remain in effect until the consummation of the transaction constituting a change in control.

~~Ms. Tejada is not eligible to participate in the policy and is only eligible to receive potential termination or change of control payments pursuant to her amended and restated employment agreement,~~Severance Policy as described ~~in “—Employment~~above under “Employment Agreements with our Named Executive ~~Officers—Jennifer Tejada”.~~

~~In addition, in May 2020 all options~~Officers,” which include a lump sum cash amount equal to six months of her then-current annual base salary and ~~RSUs granted under our 2019 Plan and our 2010 Plan were amended to provide that they will fully accelerate in the event of the holder’s termination due to death.~~

The following table summarizes the estimated payments and benefits that would be provided to our Named Executive Officers upon termination or a change of control, assuming the triggering event took place on January 31, 2021.

Named Executive Officer
Involuntary Termination of Employment Without Cause Not in Change in Control Period(1)(2)
($)
Involuntary Termination of Employment Due to Death Not in Change in Control Period(12)
($)
Involuntary Termination of
Employment Without Cause or Voluntary Resignation for Good Reason Within Change in Control Period(2)
($)
Involuntary Termination of Employment Due to Death Within Change in Control Period(13)
($)
Change in Control Where Awards Are Not Assumed and Executive Remains in Service(11)
($)
Jennifer Tejada
Severance Payment(3)
912,000 912,000 1,137,000 1,137,000 —
Value of Benefits(4)
30,719 30,719 46,078 46,078 —
Equity Acceleration(5)(6)
23,497,975 46,995,950 46,995,950 46,995,950 46,995,950
Total 24,440,694 47,938,669 48,179,028 48,179,028 46,995,950
Howard Wilson
Severance Payment(7)
200,000 — 680,000 — —
Value of Benefits(4)
12,753 — 25,506 — —
Equity Acceleration(5)(8)
— 16,768,765 16,768,765 16,768,765 —
Total 212,753 16,768,765 17,474,271 16,768,765 —
David Justice
Severance Payment(9)
175,000 — 700,000 — —
Value of Benefits(4)
15,359 — 30,719 — —
Equity Acceleration(5)(8)
— 11,628,554 11,628,554 11,628,554 —
Total 190,359 11,628,554 12,359,273 11,628,554 —
Stacey Giamalis
Severance Payment(10)
163,240 — 455,860 — —
Value of Benefits(4)
9,378 — 18,757 — —
Equity Acceleration(5)(8)
— 10,200,431 10,200,431 10,200,431 —
Total 172,618 10,200,431 10,675,048 10,200,431 —

~~TABLE OF~~ ~~CONTENTS~~


~~(1)~~			~~Includes, for Ms. Tejada, a resignation for good reason or involuntary termination due to disability.~~
~~(2)~~			Includes, for Ms. Tejada, an involuntary termination due to disability. The Change in Control Period is defined as the period commencing three months prior to and ending 12 months (or, with respect to Ms. Tejada, 18 months) following a change in control.
~~(3)~~			$0.9 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021, plus an additional $12,000. $1.1 million represents 18 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021, plus an additional $12,000
~~(4)~~			~~The amounts in this row reflect the estimated value of future premiums under our health and welfare benefit plans.~~
~~(5)~~			The amounts in this row reflect the value of accelerated vesting of stock options and RSUs. The value of accelerated vesting of stock options was calculated by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $48.73, which was the closing market price per share of our common stock on January 29, 2021 (the last trading date before the end of our fiscal year), and the per share exercise price of the applicable accelerated stock option. The value of accelerated vesting of RSUs was calculated by multiplying the number of shares subject to accelerated vesting under RSU grants by $48.73, which was the closing market price per share of our common stock on January 29, 2021 (the last trading date before the end of our fiscal year).
~~(6)~~			$23.5 million represents the accelerated vesting of 50% of the Named Executive Officer’s unvested stock options and RSUs as of January 31, 2021. $47.0 million represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options and RSUs as of January 31, 2021.
~~(7)~~			$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2021. $0.7 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021.
~~(8)~~			~~Represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options and RSUs as of January 31, 2021~~
~~(9)~~			$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2021. $0.7 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021.
~~(10)~~			$0.2 million represents six months of the Named Executive Officer's annual base salary in effect on January 31, 2021. $0.5 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021.
~~(11)~~			Represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options and RSUs as of January 31, 2021, assuming a change in control transaction occurs and such awards are not assumed, substituted, continued or cancelled for consideration in connection with the transaction and such Named Executive Officer’s employment continues.
~~(12)~~			For Ms. Tejada, $0.9 million represents 12 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021, plus an additional $12,000. $47.0 million represents the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options and RSUs as of January 31, 2021.
~~(13)~~			For Ms. Tejada, $1.1 million represents 18 months of the Named Executive Officer's annual base salary in effect on January 31, 2021, plus 100% of the Named Executive Officer's target annual bonus for fiscal year 2021, plus an additional $12,000. Amounts for all Named Executive Officer’s include the accelerated vesting of 100% of the Named Executive Officer’s unvested stock options and RSUs as of January 31, 2021.premiums for certain COBRA benefits.

Pension Benefits

Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our Named Executive Officers are entitled to participate or receive post-retirement benefits.

Non-Qualified Deferred Compensation

We do not maintain any non-qualified deferred compensation plans or arrangements under which our Named Executive Officers are entitled to participate.

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Compensation Committee Report*

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CD&A”) contained in this ~~proxy statement.~~Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to our Board ~~of Directors~~ that the CD&A be included in this ~~proxy statement~~Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2021.~~2022.

Compensation Committee

Zachary Nelson (Chair)

Sameer Dholakia

Rathi Murthy

*The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the Commission and is not deemed to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, other than our Annual Report on Form 10 K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.”

Employee Benefit and Stock Plans

2019 Equity Incentive Plan

Our ~~board of directors~~Board adopted and our stockholders approved our 2019 Equity Incentive ~~Plan, or the 2019~~ Plan, in March 2019. The 2019 Plan became effective in connection with our ~~IPO.~~IPO and was amended in March 2022 (as amended, the “2019 Plan”). The 2019 Plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other stock awards, or collectively, stock awards. ISOs may be granted only to our employees, including our officers, and the employees of our affiliates. All other awards may be granted to our employees, including our officers, our non-employee directors, and consultants, and the employees and consultants of our affiliates.

Plan Administration. Our ~~board of directors,~~Board, or a duly authorized committee of our ~~board of directors,~~Board, administers the 2019 Plan. Our ~~board of directors~~Board may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified stock awards, and (2) determine the number of shares subject to such stock awards. Under the 2019 Plan, our ~~board of directors~~Board has the authority to determine and amend the terms of awards, including (but not limited to) the recipients; the exercise, purchase, or strike price of stock awards, if any; the number of shares subject to each stock award; the fair market value of a share of our common stock; the vesting schedule applicable to the awards, together with any vesting acceleration; and the form of consideration, if any, payable upon exercise or settlement of the award. In addition, our ~~board of directors~~Board also generally has the authority to effect, with the consent of any adversely affected participant, the reduction of the exercise, purchase, or strike price of any outstanding award; the cancellation of any outstanding stock award and the grant in substitution therefor of other awards, cash, or other consideration; or any other action that is treated as a repricing under generally accepted accounting principles.

Non-Employee Director Limitation. The maximum number of shares of common stock subject to awards granted under the 2019 Plan or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid by us to the non-employee director during that year for service on our ~~board of directors,~~Board, will not exceed $750,000 in total value (calculating the value of the awards based on the grant date fair value for financial reporting purposes), or, with respect to the calendar year in which a non-employee director is first appointed or elected to our ~~board of directors,~~Board, $1,000,000.

Stock Options. ISOs and NSOs are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2019 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2019 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The maximum number of shares of our common stock that may be issued upon the exercise of ISOs under the 2019 Plan is equal to three times the aggregate number of shares initially reserved under the 2019 Plan.

Restricted Stock Unit Awards. Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our ~~board of directors~~Board and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award

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~~provided in the applicable award~~ agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Corporate Transactions. The 2019 Plan provides that in the event of certain specified significant corporate transactions including: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction )”each, a “Corporate Transaction”), each outstanding award will be treated as the plan administrator determines unless otherwise provided in an instrument evidencing the stock award ~~agreement~~ or other written agreement between us and the award holder. The ~~administrator may take one of the~~ following ~~actions with respect~~will apply to stock awards in such ~~awards:~~event:

•~~arrange for the assumption, continuation, or substitution of a~~ stock ~~award~~awards may be assumed by a ~~successor~~surviving corporation or acquiring corporation;

•~~arrange~~if the surviving corporation or acquiring corporation (or its parent company) does not (a) assume or continue such outstanding stock awards, (b) substitute similar awards for such outstanding stock awards, or (c) cancel such outstanding stock awards for a per-share payment, in such form as may be determined by the Board, equal in value, at the effective time of the Corporate Transaction, to the value of property payable to the holders of Common Stock in connection with such Corporate Transaction and reduced, if applicable, for the ~~assignment~~per-share exercise price payable for such stock award, the vesting of ~~any reacquisition or repurchase rights held by us~~such stock awards will be accelerated in full to a ~~successor corporation;~~date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines;

•~~accelerate~~if surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding stock awards or substitute similar awards for such outstanding stock awards, then with respect to stock awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants (as defined in the ~~vesting, in whole or in part, of the~~2019 Plan), such stock ~~award and provide for its termination~~awards will terminate if not exercised (if applicable) prior to the ~~transaction;~~occurrence of the Corporate Transaction, subject to certain conditions set forth in the 2019 Plan;

•~~arrange for~~in the ~~lapse, in whole or in part, of any reacquisition or repurchase rights held by us;~~

•~~cancel or arrange for the cancellation of the~~event a stock award ~~before~~will terminate if not exercised prior to the ~~transaction~~effective time of a Corporate Transaction, the Board may provide, in ~~exchange for a cash payment or no payment, as determined by our board~~its sole discretion, that the holder of ~~directors; or~~

•~~make~~such stock award may not exercise such stock award but will receive a payment, in ~~the~~such form as may be determined by ~~our board of directors,~~the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the ~~participant~~Participant would have received onupon the exercise of the ~~awards before~~stock award (including, at the ~~transaction~~discretion of the Board, any unvested portion of such stock award), over (2) any exercise price payable by ~~the participant~~such holder in connection with ~~the exercise, multiplied by the number of shares subject to the stock award. Any escrow, holdback, earnout, or similar provisions in the definitive agreement for the transaction may apply to~~ such ~~payment to the holder of a stock award to the same extent and in the same manner as such provisions apply to holders of our common stock.~~exercise.

The plan administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner in the event of a corporate transaction.

In the event of a change in control, awards granted under the 2019 Plan will not receive automatic acceleration of vesting and/or exercisability, although this treatment may be provided for in an award agreement or in any other written agreement between us and the participant. Under the 2019 Plan, a change in control generally will be deemed to occur in the event: (1) the acquisition by any a person or company of more than 50% of the combined voting power of our then outstanding stock; (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity; (3) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders; or (4) an unapproved change in the majority of our ~~board of directors.~~Board.

2019 Employee Stock Purchase Plan

Our ~~board of directors~~Board adopted and our stockholders approved our 2019 Employee Stock Purchase Plan ~~or the ESPP,~~(the “ESPP”), in March 2019. The ESPP became effective in connection with our IPO.

The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code for U.S. employees. In addition, the ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component. In particular, where such purchase rights are granted to employees who are employed or located outside the United States, our ~~board of directors~~Board may adopt rules that are beyond the scope of Section 423 of the Code.

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Administration. Our ~~board of directors~~Board has delegated its authority to administer the ESPP to our compensation committee. The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of our common stock on specified dates during such offerings. Under the ESPP, we may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for employees participating in the offering. An offering under the ESPP may be terminated under certain circumstances.

Payroll Deductions. Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their

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earnings (as defined in the ESPP) for the purchase of our common stock under the ESPP. Unless otherwise determined by our ~~board of directors,~~Board, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is at least the lesser of (1) 85% of the fair market value of a share of our common stock on the first date of an offering, or (2) 85% of the fair market value of a share of our common stock on the date of purchase.

Corporate Transactions. The ESPP provides that in the event of certain specified significant corporate transactions including: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction, a successor corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, continue, or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set. The participants’ purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.

2010 Stock Plan

Our ~~board of directors~~Board adopted and our stockholders approved our 2010 Stock Plan, or the 2010 Plan, in September 2010. The 2010 Plan has been periodically amended, most recently in July 2018. The 2010 Plan provides for the grant of ISOs to our employees, any parent or certain of our subsidiary companies, and for the grant of NSOs and restricted shares to such employees, our directors, and to consultants engaged by us or any of our subsidiary companies. The 2010 Plan was terminated in connection with our IPO, and all outstanding awards granted under the 2010 Plan remain subject to the terms of the 2010 Plan.

Plan Administration. Our ~~board of directors~~Board (referred to as the plan administrator for purposes of the 2010 Plan) administers and interprets the provisions of the 2010 Plan. Under the 2010 Plan, the plan administrator has the authority to, among other things, accelerate the vesting of awards and institute and determine the terms of an option exchange program under which outstanding stock options are exchanged for stock options with a lower exercise price or restricted stock or are amended to decrease the exercise price as a result of a decline in the fair market value of our common stock.

Stock Options and Restricted Shares. Stock options and restricted shares granted under the 2010 Plan generally have terms similar to those described above with respect to stock options and restricted shares granted under the 2019 Plan.

Corporate Transactions. In the event of a sale of all or substantially all of our assets or a merger, consolidation, or other capital reorganization or business combination of us with or into another corporation, entity, or person, each outstanding option shall either be assumed or an equivalent option or right shall be substituted or terminated in exchange for a payment of cash or other property with respect to vested options, and such payment will be equal to the difference between the exercise price and the fair market value of the portion of the optioned stock. In the event the option is not assumed, substituted, or exchanged, then each such stock option shall terminate upon the consummation of the foregoing corporate transaction.

401(k) Plan

We maintain a tax-qualified defined contribution retirement plan under Section 401(k) of the Internal Revenue Code that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax and/or post-tax basis, up to the statutory annual limits on contributions under the Code. Employee contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Participants are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Our 401(k) plan provides for

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discretionary matching of employee contributions. ~~Beginning in the fiscal year ended January 31, 2020, and effective July 1, 2020, the Company~~For Fiscal 2022, implemented an employer matching contribution of one percent (1%) of each participant’s employee contributions of at least one percent (1%) of eligible compensation through December 31, 2021. Effective January 1, 2022, the employer matching contribution was increased to two percent (2%) of each participant’s employee contributions of at least two percent (2%) of eligible wages during the period as defined in the 401(k) Plan.

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Equity Compensation Plan Information

The following table provides information as of January 31, ~~2021~~2022 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category (a) Number of Securities to be
Issued Upon Exercise of
Outstanding Options, Warrants
and Rights
(b) Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights(1)
(c) Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans (Excluding
Securities Reflected in Column (a))
Equity compensation plans approved by stockholders(2)
11,177,838

$8.25

19,146,709
Equity compensation plans not approved by stockholders — — —
Total 11,177,838 19,146,709


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by stockholders(2)	8,375,866	$9.28	23,047,743
Equity compensation plans not approved by stockholders	—	—	—
Total	8,375,866		23,047,743

(1)The weighted-average exercise price is calculated based solely on outstanding stock options. It does not reflect the shares that will be issued in connection with the settlement of restricted stock units, since restricted stock units have no exercise price.

(2)Includes our 2010 Plan, 2019 Plan and our ESPP. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2010 Plan and the 2019 Plan will be added back to the shares of common stock available for issuance under the 2019 Plan. We no longer make grants under the 2010 Plan. Our 2019 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each February 1, beginning on February 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding January 31 or such lesser number of shares as determined by our compensation committee. ~~Our~~The ESPP provides that the number of shares reserved and available for issuance will automatically increase each February 1, beginning on February 1, 2020, by the lesser of 1,850,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding January 31, or such lesser number of shares as determined by our compensation committee. On February 1, ~~2021,~~2022, the number of shares available for issuance under our 2019 Plan and our ESPP increased by ~~4,144,121~~4,337,919 shares and ~~828,824~~867,583 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.

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ADDITIONAL COMPENSATION MATTERS

CEO Pay Ratio

As required by Item 402(u) of Regulation S-K, we are disclosing the following information about the relationship of the median of the annual total compensation of all our employees (other than our CEO), and the annual total compensation of our CEO, Ms. Tejada, for fiscal 2022.

CEO Pay Ratio for Fiscal 2022

•The median of the annual total compensation of all our employees, excluding our CEO, was $232,212;

•The annual total compensation of our CEO, as reported in the Summary Compensation Table for Fiscal Year 2022included in this Proxy Statement, was $13,268,568; and

•The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 57 to 1.

This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

Methodology

The methodology and the material assumptions, adjustments and estimates used to identify the median of the annual total compensation of all our employees were based on the following:

Our median employee was identified from all full-time, part-time, seasonal, and temporary employees as of January 31, 2022, the last day of our fiscal year (other than our CEO). As of January 31, 2022, we and our consolidated subsidiaries employed approximately 966 individuals. We did not include any contractors or other non-employee workers in our employee population.

To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s (i) base salary or gross wages paid, (ii) bonuses and cash incentives paid, and (iii) the grant date fair value, calculated in accordance with ASC Topic 718, of equity awards granted, in each case during the period from February 1, 2021 through January 31, 2022, which compensation measure was consistently applied. Amounts under items (i) and (ii) above were annualized for any permanent employees who commenced work during 2022. We annualized the base salary or wages of all permanent (full-time and part-time) employees who were employed by us for less than the entire calendar year. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements.

Compensation not paid in U.S. dollars was converted to U.S. dollars using the foreign exchange rates in effect as of January 31, 2022.

Calculation

Once we identified our median employee using the aforementioned methodology, we then calculated the annual total compensation of this employee for fiscal 2022 in accordance with the requirements of the Summary Compensation Tablefor Fiscal Year 2022.

We determined our CEO’s annual total compensation for fiscal 2022 as reported in our 2022 Summary Compensation Tablefor Fiscal Year 2022.

The SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, therefore the pay ratio reported by other companies may not be comparable to our pay ratio. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 31, ~~2021~~2022 (or as of the date otherwise indicated below) by: (i) each director and nominee for director; (ii) each of the executive officers named in ~~the~~ “Executive Compensation—Summary Compensation ~~Table;~~Table for Fiscal Year 2022; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.

We have based percentage ownership of our common stock on ~~83,254,706~~87,359,232 shares of our common stock outstanding as of March 31, ~~2021.~~2022.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o PagerDuty, Inc., 600 Townsend St., Suite 200, San Francisco, CA 94103.

Common Stock
Name of Beneficial Owner Number Percentage
5% Stockholders
ARK Investment Management LLC(1)
11,547,833 13.9 %
T. Rowe Price Associates, Inc.(2)
10,514,965 12.6 %
Nikko Asset Management Americas, Inc.(3)
6,359,550 7.6 %
The Vanguard Group - 23-194590(4)
4,672,525 5.6 %
Andrew G. Miklas(5)
4,270,969 5.1 %
Named Executive Officers and Directors
Jennifer Tejada(6)
4,410,216 5.0 %
Howard Wilson(7)
812,746 1.0 %
David Justice(8)
43,651 *
Stacey Giamalis(9)
320,905 *
Alex Solomon (10)
2,882,489 3.6 %
Sameer Dholakia 6,705 *
Alec Gallimore — *
Elena Gomez(11)
244,306 *
Rathi Murthy(12)
148,881 *
Zachary Nelson 301,625 *
Bonita Stewart — *
All directors and executive officers as a group(13) (11 persons)
9,151,524 9.9 %


	Common Stock
Name of Beneficial Owner	Number	Percentage
5% Stockholders
ARK Investment Management LLC(1)	10,020,916	11.0	%
BlackRock, Inc.(2)	8,004,118	9.0	%
The Vanguard Group, Inc.(3)	6,703,359	8.0	%
Nikko Assent Management Americas, Inc.(4)	6,178,820	7.0	%
Named Executive Officers and Directors
Jennifer Tejada(5)	3,728,313	4.3	%
Howard Wilson(6)	760,957	*
David Justice(7)	95,345	*
Stacey Giamalis(8)	321,356	*
Alex Solomon	2,724,351	3.1	%
Sameer Dholakia	11,695	*
Alec Gallimore	4,387	*
Elena Gomez(9)	210,637	*
Rathi Murthy(10)	152,047	*
Zachary Nelson	301,625	*
Bonita Stewart	3,415	*
All directors and executive officers as a group(11) (11 persons)	8,314,128	8.7	%

______________

* Represents beneficial ownership of less than 1%.

(1) Based upon the information provided by ARK Investment Management LLC (“ARK”) in a Schedule 13G/A filed on February ~~16, 2021.~~9, 2022. According to the filing, ARK has sole voting power with respect to ~~9,992,000~~8,767,550 shares of common stock, shared voting power over ~~1,044,146~~932,948 shares of common stock, sole dispositive power over ~~11,547,833~~10,020,916 shares of common stock, and no shared dispositive power. The principal business address of ARK is 3 East 28th Street, 7th Floor, New York, NY 10016.

(2) Based upon the information provided by ~~T. Rowe Price Associates,~~BlackRock, Inc. (“~~T. Rowe Price”~~BlackRock”) in a Schedule 13G/A filed on February ~~16, 2021.~~7, 2022. According to the filing, ~~T. Rowe Price~~BlackRock has sole voting power with respect to ~~3,055,829~~7,576,834 shares of common stock, sole dispositive power over ~~10,514,965~~8,004,118 shares of common stock and no shared voting or dispositive power. The principal business address of ~~T. Rowe Price~~BlackRock, Inc. 55 East 52nd Street, New York, NY 10055.

(3) Based upon the information provided by The Vanguard Group, Inc. (“Vanguard”) in a Schedule 13G filed on February 10, 2022. According to the filing, Vanguard has shared voting power over 152,556 shares of common stock, sole dispositive power over 6,492,104 shares of common stock, shared dispositive power with respect to 211,255 shares of common stock, and no sole voting power. The principal business address of Vanguard is 100 ~~E. Pratt Street, Baltimore, MD 21202.~~Vanguard Blvd., Malvern, PA 19355.

~~(3)~~(4) Based upon the information provided by Nikko Asset Management Americas, Inc. (“Nikko Americas”) in a Schedule 13G filed on February ~~11, 2021.~~14, 2022. According to the filing, Nikko Americas has shared voting power with respect to ~~4,195,415~~4,174,594 shares of common stock and shared dispositive power over ~~6,359,550~~6,178,820 shares of common stock, and no sole voting or dispositive power. The principal business address of Nikko Americas is 605 Third Avenue, 38th Floor, New York, NY 10158. According to a Schedule 13G filing filed on February ~~5, 2021,~~4, 2022, Sumitomo Mitsui Trust Holdings, Inc. (“SMTH”) and Nikko Asset Management Co., Ltd. (“Nikko”) each have shared voting and dispositive power over the shares beneficially owned by Nikko Americas. The Schedule 13G/A contained information as of December 31, 2021 and may not reflect current holdings of our common stock. The principal business address of SMTH is 1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233, Japan, and the principal business address of Nikko is Midtown Tower, 9-7-1 Akasaka, Minato-ku, Tokyo 107-6242, Japan.

(4) Based upon the information provided by The Vanguard Group - 23-1945930 (“Vanguard”) in a Schedule 13G filed on February 10, 2021. According to the filing, Vanguard has shared voting power over 36,940 shares of common stock, sole dispositive power over 4,605,223 shares of common stock, shared dispositive power with respect to 67,302 shares of common stock, and no sole voting power. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(5) Based upon the information provided by Andrew G. Miklas in a Schedule 13G/A filed on February 12, 2021. According to the filing, 2,366,865 shares are held by the A. Miklas Revocable Trust created U/D/T dated August 8, 2016, 1,154,104 shares are held by AM GRAT dated January 16, 2019, and 750,000 shares held by AM 2020 GRAT 2 dated March 24, 2020. Andrew G. Miklas is the trustee of the A. Miklas Revocable Trust created U/D/T dated August 8, 2016, AM GRAT dated January 16, 2019, and AM 2020 GRAT 2 dated March 24, 2020.

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~~(6)~~ Consists of (i) ~~125,000~~88,964 shares each held indirectly by Jennifer Tejada, as Trustee of the Tejada 2020 Grantor Retained Annuity Trust - I and Jennifer Gail Tejada, as Trustee of the Tejada 2020 Grantor Retained Annuity Trust - II, ~~and~~ (ii) ~~4,138,968~~72,072 shares held indirectly by Jennifer Tejada, as Trustee of the

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Langford Isand Trust (iii) 3,261,874 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022, and (iv) 57,913 shares issuable upon the settlement of ~~which 3,461,758 are vested as~~RSUs and PSUs releasable within 60 days of ~~such date.~~March 31, 2022

~~(7)~~(6) Consists ~~of 750,706~~of(i) 631,164 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022, and (ii) 22,400 shares issuable upon the settlement of ~~which 568,746 are vested as~~RSUs and PSUs releasable within 60 days of ~~such date.~~March 31, 2022.

~~(8)~~(7) Consists of ~~13,280~~(i) 23,904 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022, and (ii) 28,726 shares issuable upon the settlement of ~~which 13,280 are vested as~~RSUs and PSUs releasable within 60 days of ~~such date.~~March 31, 2022.

~~(9)~~(8) Consists of ~~314,450~~(i) 268,244 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022, and (ii) 8,441 shares issuable upon the settlement of ~~which 199,863 are vested as~~RSUs and PSUs releasable within 60 days of ~~such date.~~March 31, 2022.

~~(10)~~(9) Consists of ~~(a) 2,608,485 shares held directly by Mr. Solomon; and (ii) 270,004 shares are held indirectly by the Alex Solomon, as Trustee of the A. Solomon GRAT dated April 3, 2019.~~

~~(11) Consists of 224,306~~204,306 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022, all of which are fully vested as of such date.

~~(12)~~(10) Consists of 148,881 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022, all of which ~~101,970~~ are fully vested as of such date.

~~(13)~~(11) Consists of (i) ~~9,151,524~~8,314,128 shares owned by our current executive officers and directors, ~~and~~ (ii) ~~5,590,591~~4,538,373 shares subject to options exercisable within 60 days of March 31, ~~2021,~~2022 and (iii) 117,480 shares issuable upon the settlement of ~~which 4,569,923 shares are vested as~~RSUs and PSUs releasable within 60 days of ~~such date.~~March 31, 2022.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of the copies of such forms furnished to us and written representations from these officers and directors, we believe that all Section 16(a) filing requirements were met during the year ended January 31, ~~2021,~~2022, except for one late Form 4 filing by each of Mr. ~~Wilson to report nominal shares acquired by his wife in connection with our directed share program, two late Form 4 filings by~~Gallimore, Ms. ~~Tejada to report standard transactions made pursuant to her previously adopted 10b5-1 plan~~Gomez, Mr. Dholakia, Ms. Murthy, and Mr. Nelson due to ~~an administrative~~internal staffing transitions and ~~filing system error,~~ one late Form 4 filing by Mr. ~~Dholakia~~Solomon relating to ~~report an annual grant~~a transfer to ~~our non-employee directors~~a trust, which filing was late due to ~~a filing code error, and one late Form 4 filing by Ms. Giamalis to report a cashless exercise made pursuant to her previously adopted 10b5-1 plan due to a filing system error.~~an administrative oversight.

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TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION

Related Person Transactions Policy and Procedures

We maintain a written ~~related person~~related-person transaction policy (the “Related-Person Transaction Policy”) that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants and in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not considered related party transactions under this policy. A transaction, arrangement or relationship in which a related person’s participation is solely due to such related person’s position as a director of an entity that is participating in such transaction, arrangement or relationship would not be considered a related party transaction under this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the ~~policy,~~Related-Person Transaction Policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to the Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of the Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things: all of the parties to the transaction; the material facts of the proposed transaction; the interests, direct and indirect, of the related persons; the purpose of the transaction; the benefits to us of the transaction; whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally; and management’s recommendation with respect to the proposed transaction. Under the ~~policy,~~Related-Person Transaction Policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the ~~policy.~~Related-Person Transaction Policy.

In addition, under our Code of Conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related-person transactions, the Audit Committee, or other independent body of the Board, will take into account the relevant available facts and circumstances including, but not limited to:

•the risks, costs and benefits to the Company;

•the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

•the terms of the transaction;

•the availability of other sources for comparable services or products; and

•the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The ~~policy~~Related-Person Transaction Policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee, or other independent body of the Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as the Audit Committee, or other independent body of the Board, determines in the good faith exercise of its discretion.

Certain Related-Person Transactions

The following is a summary of transactions since February 1, ~~2020,~~2021, to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation—Non-Employee Director Compensation.”

Transactions with Zendesk, Inc.

We entered into a master service agreement with Zendesk, Inc., or Zendesk, in October 2015. Pursuant to the agreement, we recognized revenue from Zendesk of approximately ~~$391,000~~$505,000 in fiscal year ~~2021. In addition, pursuant to Zendesk’s standard customer terms, we had expenditures of $137,000 with Zendesk in fiscal year 2021.~~2022. Elena Gomez, a member of our ~~board of directors,~~Board, was the Chief Financial Officer of Zendesk until May 2021.

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~~Transactions with Twilio Inc.~~

We entered into a master service agreement with Twilio Inc., or Twilio, in September 2015, and with SendGrid, Inc., which is now wholly owned by Twilio, in May 2016. Pursuant to these agreements, we recognized revenue from the Twilio entities of approximately $539,000 in fiscal year 2021. In addition, pursuant to customer agreements we entered into with the Twilio entities in 2018, we had expenditures of $1,080,000 with the Twilio entities in fiscal year 2021. Sameer Dholakia, a member of our board of directors since December 2019, was CEO of Twilio SendGrid at Twilio until June 2020.

Transactions with Verizon Media

We entered into a master service agreement with Verizon Media in April 2016. Pursuant to the agreement, we recognized revenue from Verizon Media of approximately ~~$1,119,000~~$1,491,000 in fiscal year ~~2021.~~2022. Rathi Murthy, a member of our ~~board~~Board since March 2019, was the Chief Technology Officer of ~~directors~~Verizon Media until May 2021.

Transactions with Expedia Group

We entered into a master service agreement with Expedia Group in June 2016. Pursuant to the agreement, we recognized revenue from Expedia Group of approximately $1,024,000 in fiscal year 2022. Rathi Murthy, a member of our Board since March 2019, is ~~CTO~~the Chief Technology Officer of ~~Verizon Media.~~Expedia Group since June 2021.

Equity Grants to Directors and Executive Officers

We have granted options and RSUs and PSUs to certain of our directors and executive officers. For more information regarding the stock awards granted to our directors and Named Executive Officers, see “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management.”

Employment Agreements

We have entered into offer letter agreements or employment agreements with certain of our executive officers. For more information regarding these agreements with our Named Executive Officers, see ~~“Employment,~~“Executive Compensation—Employment, Severance and Change in Control Agreements.”

Indemnification Agreements

Our amended and restated certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

•any breach of the director’s duty of loyalty to the corporation or its stockholders;

•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•any transaction from which the director derived an improper personal benefit

This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation provides that we are authorized to indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws provide that we are required to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and restated bylaws also provide our ~~board of directors~~Board with discretion to indemnify our other officers and employees when determined appropriate by our ~~board of directors.~~Board. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the ~~board of directors.~~Board. With certain exceptions, these agreements provide for indemnification for related expenses (including, among other things, attorneys’ fees), judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to

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the extent that we pay the costs of settlement and damage awards against directors and officers as required by these

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indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are PagerDuty stockholders will be “householding” the Company’s proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or PagerDuty. Direct your written request to PagerDuty, Inc., Investor Relations, 600 Townsend St., Suite 200, San Francisco, California 94103. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

Jennifer Tejada

Chief Executive Officer

May 3, ~~2021~~2022

We have filed our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2021~~2022 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Our Annual Report and this Proxy Statement are posted on our website at https://investor.pagerduty.com and are available from the SEC at its website at www.sec.gov. A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended January 31, ~~2021~~2022 is available without charge upon written request to: Secretary, PagerDuty, Inc., 600 Townsend St., Suite 200, San Francisco, California 94103.

5358


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


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o	Fee paid previously with preliminary materials.
o	Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	~~(4)~~	~~Date Filed:~~


Time and Date			June ~~17, 2021~~15, 2022 at ~~10:~~4:00 ~~a.m.~~p.m. Pacific Time
Place			The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/~~PD2021~~PD2022.
Items of Business			1.To elect the Board of Directors’ nominees, ~~Alec Gallimore, Rathi Murthy~~Elena Gomez, Zachary Nelson and ~~Alex Solomon,~~Bonita Stewart, as Class IIIII directors to hold office until the ~~2024~~2025 Annual Meeting of Stockholders. 2.To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, ~~2022.~~2023. 3.To conduct an advisory, non-binding vote to approve the compensation of our named executive officers. 4.To conduct ~~an advisory, non-binding vote on the frequency of future advisory, non-binding votes to approve the compensation of our named executive officers.~~ 5.~~To conduct~~ any other business properly brought before the meeting.
Record Date			April ~~23, 2021~~19, 2022 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			6

PROPOSAL 1 ELECTION OF DIRECTORS			1516

PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1617

PROPOSAL 3 ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			1819

~~PROPOSAL 4 ADVISORY, NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY~~, ~~NON-BINDING VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~			19

AUDIT COMMITTEE REPORT			20

EXECUTIVE OFFICERS			21

COMPENSATION DISCUSSION & ANALYSIS			22

EXECUTIVE COMPENSATION			3740

ADDITIONAL COMPENSATION MATTERS			53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			4954

TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			5156

OTHER MATTERS			5358


Name of Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Jennifer Tejada
Sameer Dholakia	Member	Member
Alec Gallimore	Member
Elena Gomez	Chair
Rathi Murthy		Member	Chair
Zachary Nelson		Chair	Member
Alex Solomon
Bonita Stewart	Member		Member
Total Number of Meetings in Fiscal Year 2021	5	6	4


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)	Stock Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Sameer Dholakia	50,270	—	184,992	—	235,262
Alec Gallimore(3)	8,005	—	449,975	—	457,980
Elena Gomez	55,000	—	184,992	—	239,992
Ethan Kurtzwell(4)	19,508	—	—	—	19,508
Rathi Murthy	51,090	—	184,992	—	236,082
Zachary Nelson	54,000	—	184,992	—	238,992
John O'Farrell(5)	22,481	—	—	—	22,481
Alex Solomon(6)	—	—	—	260,320	260,320
Bonita Stewart(7)	2,811	—	449,960	—	452,771


	2021		2020
Audit Fees(1)	$	2,975,000	$	1,470,940
Audit-Related Fees(2)	814,999		28,440
Tax Fees(3)	142,986		20,600
All Other Fees(4)	5,130		6,795
Total Fees	$	3,938,115	$	1,526,775


	2022		2021
Audit Fees(1)	$	2,584,801	$	2,975,000
Audit-Related Fees(2)	360,650		814,999
Tax Fees(3)	50,807		142,986
All Other Fees(4)	4,310		5,130
Total Fees	$	3,000,568	$	3,938,115


Name	Age	Position
Jennifer Tejada	5051	Chief Executive Officer and Chair of the Board
Howard Wilson	5657	Chief Financial Officer
David Justice	4344	Executive Vice President, Chief Revenue Officer
Stacey Giamalis(1)	5657	Senior Vice President, Legal, General Counsel, and Secretary


	What we do		What we do not do
R	Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation practices.	S	No Guaranteed Bonuses. ~~With the exception of the one-time, non-recoverable draw included as part of Mr. Justice’s new hire package, we~~We do not provide guaranteed bonuses to our Named Executive Officers.
R	Retain an Independent Compensation Advisor. The Compensation Committee has engaged its own compensation consultant to provide information, analysis, and other advice on compensation independent of management. This consultant performed no other consulting or other services for us in fiscal ~~2021.~~2022.	S	No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other employees.
R	Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.	S	No Hedging or Pledging. We prohibit our employees (including our Named Executive Officers) and the non-employee members of our Board ~~of Directors~~ from hedging or pledging our securities.
R	Annual Compensation Risk Assessment. The Compensation Committee conducts an annual review of our compensation-related risk profile to ensure that our compensation program does not encourage excessive or inappropriate risk-taking by our employees and that the level of risk that it does encourage is not reasonably likely to have a material adverse effect on us.	S	No Significant Tax Payments on Perquisites. We do not provide significant tax reimbursement payments (including “gross-ups”) on perquisites or other personal benefits.
R	Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officer’s compensation is “at risk” based on corporate performance, as well as equity-based, to align the interests of our Named Executive Officers and stockholders.	S	No Golden Parachute Excise Tax Payments. We do not provide any contracts or agreements guaranteeing future excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of ~~the~~our Company.
R	Use a Pay-for-Performance Philosophy. The majority of our Named Executive Officers’ compensation is directly linked to corporate performance; we also structure their target total direct compensation opportunities with a significant long-term equity component, thereby making a substantial portion of each Named Executive Officer’s target total direct compensation dependent upon our stock price and/or total stockholder ~~return.~~return over the long term.	S	No Special Welfare or Health Benefits. We do not provide our Named Executive Officers with any welfare or health benefit programs, other than participation in our broad-based employee programs.
R	Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place.


Alteryx	Everbridge	Pluralsight
Anaplan	Fastly	Rapid7
AppFolio	Five9	Smartsheet
~~BlackLine~~Bill.com Holdings	Forescout Technologies	Workiva
~~Box~~Coupa Software	~~HubSpot~~Momentive	Yext
~~Cloudera~~Domo	MongoDB	~~Zendesk~~
~~Coupa Software~~	New Relic


Named Executive Officer	Fiscal 2020 Base Salary		Fiscal 2021 Base Salary		Percentage Increase
Ms. Tejada	$	420,000	$	450,000	7.1	%
Mr. Wilson	$	357,000	$	400,000	12.0	%
Mr. Justice(1)	$	350,000	$	350,000	—	%
Ms. Giamalis	$	308,000	$	326,480	6.0	%


Named Executive Officer	Fiscal 2021 Base Salary ($)	Fiscal 2022 Base Salary ($)	Percentage Increase
Ms. Tejada	450,000	520,000	15.6	%
Mr. Wilson	400,000	425,000	6.3	%
Mr. Justice	350,000	400,000	14.4	%
Ms. Giamalis	326,480	339,539	4.0	%


Named Executive Officer	Named Executive Officer	Fiscal 2021 Target Bonus As a Percentage of Base Salary		Fiscal 2021 Target Bonus Amount		Named Executive Officer	Fiscal 2022 Target Bonus (as a Percentage of Base Salary)		Fiscal 2022 Target Bonus Amount ($)
Ms. Tejada	Ms. Tejada	100	%	$	450,000	Ms. Tejada	100	%	508,685
Mr. Wilson	Mr. Wilson	70	%	$	280,000	Mr. Wilson	70	%	294,671
Ms. Giamalis	Ms. Giamalis	40	%	$	129,380	Ms. Giamalis	40	%	134,971


	FY22 Revenue (GAAP)
	Payout %	Performance to Target	Financial ($M)
Minimum Threshold	50%	90%	240
Target	100%	100%	267
	120%	102%	273
	140%	104%	278
Maximum	200%	107%	285

Actual	169.1%	105.4%	281.4


	FY22 Op Loss Margin (Non-GAAP)
	Payout %	Performance to Target	Op Loss Margin %
Minimum Threshold	50%	91%	-12.0%
Target	100%	100%	-11.0%
	120%	109%	-10.0%
	140%	118%	-9.0%
Maximum	200%	127%	-8.0%

Actual	188.4%	125.5%	-8.19%


Named Executive Officer	RSUs (number of units)(1)	RSU (Target Value) ($)	PSUs (Target Number of Units) (1)	PSUs (Target Value)(2) ($)
Ms. Tejada	240,215	10,000,000	48,043	2,000,000
Mr. Wilson	72,064	3,000,000	14,412	600,000
Mr. Justice	84,075	3,500,000	14,412	600,000
Ms. Giamalis	24,021	1,000,000	4,804	200,000


	Option Awards(1)					Stock Awards(1)
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested(2) ($)	Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)	Equity Incentive Plan Awards: Market Value of Unearned Shares or Units That Have Not Vested (3) ($)
Jennifer Tejada Chief Executive Officer	4/2/2021					195,175(4)	6,444,679	48,043(5)	1,586,380
	4/2/2020	—	—	—	—	199,891(4)	6,600,401
	3/8/2019(6)	814,000	—	14.52	3/7/2029	—	—
	7/10/2018(7)	726,542	—	7.43	7/9/2028	—	—
	7/22/2016(8)	1,871,154	—	2.00	7/21/2026	—	—
Howard Wilson Chief Financial Officer	10/2/2021(9)					45,402	1,499,174
	4/2/2021					58,552(4)	1,933,387	14,412(5)	475,884
	4/2/2020	—	—	—	—	105,206(4)	3,473,902
	3/8/2019(10)	220,000	—	14.52	3/7/2029	—	—
	7/10/2018(11)	221,334	8,666	7.43	7/9/2028	—	—
	12/30/2016(12)	246,164	—	2.00	12/29/2026	—	—
David Justice Executive Vice President, Chief Revenue Officer	10/2/2021(9)					45,402	1,499,174
	4/2/2021					68,311(4)	2,255,629	14,412(5)	475,884
	4/2/2020(13)	—	—	—	—	34,859	1,151,044
	1/2/2020(14)	21,248	21,248	24.34	1/1/2030	107,140	3,537,763
Stacey Giamalis (17) Senior Vice President, Legal, General Counsel, and Secretary	10/2/2021(9)					17,025	562,166
	4/2/2021					19,518(4)	644,484	4,804(5)	158,628
	4/2/2020	—	—	—	—	43,836(4)	1,447,465
	3/8/2019(15)	59,000	—	14.52	3/7/2029	—	—
	4/9/2018(16)	206,184	9,060	5.87	4/8/2028	—	—


Named Executive Officer	Named Executive Officer	Target Annual Cash Bonus Payout ($)	Actual Annual Cash Bonus Payout ($)	Percentage of Target Annual Cash Bonus Actually Paid (%)	Named Executive Officer	Target Annual Cash Bonus Payout ($)	Actual Annual Cash Bonus Payout ($)	Percentage of Target Annual Cash Bonus Actually Paid (%)
Ms. Tejada	Ms. Tejada	450,000	588,150	131	Ms. Tejada	508,685	884,730	173.9
Mr. Wilson	Mr. Wilson	280,000	365,960	131	Mr. Wilson	294,671	512,507	173.9
Ms. Giamalis	Ms. Giamalis	129,380	169,100	131	Ms. Giamalis	134,971	234,749	173.9


Named Executive Officer	Restricted Stock Unit Award (number of shares)(1)	Aggregate Grant Date Fair Value ($)
Ms. Tejada	355,361	5,646,686
Mr. Wilson	187,032	2,971,938
Mr. Justice	61,970	984,703
Ms. Giamalis	77,930	1,238,308


(1)			The number of ~~shares~~units subject to the RSU awards and the PSU awards was determined by dividing (i) the RSU award target value or the PSU award target value, as applicable, by (ii) the average of the closing price of our common stock subject to each RSU award was determined as the quotient of (i) the dollar value of such award divided by (ii) the closing price per share of our common stock, as quoted on The New York Stock Exchange, on the NYSE for the 30 trading ~~day~~days prior to the date of grant, ~~date,~~ rounded down to the nearest whole number of ~~shares.~~units. We use an average closing price to determine the number of shares, rather than the share price on the date of grant, to mitigate the impact of one-day or short-term stock price fluctuations. Each unit granted pursuant to these RSU awards and PSU awards represents a contingent right to receive one share of our common stock for each unit that is earned and/or vests.
(2)			Target value represents the value used by our Compensation Committee to calculate the number of shares subject to each Named Executive Officer’s equity awards at the target performance level. This target total value differs from the values reflected in the Summary Compensation Table for Fiscal Year 2022 for several reasons, including the manner in which we determine the number of units, as described in the footnote above. The values in the Summary Compensation Table for Fiscal Year 2022 represent the aggregate grant date fair value of each executive’s equity awards calculated in accordance with ASC 718 based on the single day closing price of our common stock on the date of grant and, for the PSUs, assuming the probable outcome of the performance conditions.


Net New Annual Recurring Revenue			Number of Eligible PSUs
75% of the Performance Target (“Threshold”)			50% of Target PSUs
100% of the Performance Target (“Target”)			100% of Target PSUs
110% of the Performance Target (“10% Stretch”)			140% of Target PSUs
120% of the Performance Target (“20% Stretch”)			175% of Target PSUs
125% of the Performance Target (“Maximum”)			200% of Target PSUs


Named Executive Officer	Target Number of PSUs	Actual Payout Percentage	Eligible PSUs (Actual Number of PSUs eligible to vest under time-based vesting condition)
Ms. Tejada	48,043	129.2%	62,068
Mr. Wilson	14,412	129.2%	18,614
Mr. Justice	14,412	129.2%	18,614
Ms. Giamalis	4,804	129.2%	6,202


Named Executive Officer	RSU Award (number of units) (1)	RSU Award (target value) ($) (2)
Mr. Wilson	45,402	2,000,000
Mr. Justice	45,402	2,000,000
Ms. Giamalis	17,025	750,000


Name	Name	Fiscal Year	Salary ($)	Bonus ($)(1)	Options Awards ($)(2)(5)	Stock Awards ($)(2)(5)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)	Name	Fiscal Year	Salary ($)	Bonus ($)(1)	Options Awards ($)(2)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Jennifer Tejada Chief Executive Officer	Jennifer Tejada Chief Executive Officer	2021	450,000	—	—	5,646,686	588,150	2,058	6,686,894	Jennifer Tejada Chief Executive Officer	2022	508,333	—	—	11,867,582	884,730	7,923	13,268,568
		2020	414,166	—	8,566,174	—	62,114	23,337	9,065,791		2021	450,000	—	—	5,646,686	588,150	2,058	6,686,894
		2019	361,667	—	3,883,658	—	226,234	—	4,471,559		2020	414,166	—	8,566,174	—	62,114	23,337	9,065,791
Howard Wilson Chief Financial Officer	Howard Wilson Chief Financial Officer	2021	400,000	—	—	2,971,938	365,960	5,891	3,743,789	Howard Wilson Chief Financial Officer	2022	420,833	—	—	5,480,722	512,507	5,032	6,419,094
		2020	357,145	—	2,315,182	—	46,295	11,030	2,729,652		2021	400,000	—	—	2,971,938	365,960	5,891	3,743,789
		2019	330,849	—	1,207,083	—	196,696	—	1,734,628		2020	357,145	—	2,315,182	—	46,295	11,030	2,729,652
David Justice Executive Vice President, Chief Revenue Officer	David Justice Executive Vice President, Chief Revenue Officer	2021	350,000	58,333	—	984,703	289,667	4,878	1,687,581	David Justice Executive Vice President, Chief Revenue Officer	2022	391,667	—	—	5,975,214	550,737	4,384	6,922,002
		2020	43,750	29,167	440,306	5,215,551	—	794	5,729,568		2021	350,000	58,333	—	984,703	289,667	4,878	1,687,581
Stacey Giamalis Senior Vice President, Legal, General Counsel, and Secretary		2021	326,480	—	—	1,238,308	169,100	4,339	1,738,227
											2020	43,750	29,167	440,306	5,215,551	—	794	5,729,568
Stacey Giamalis(5) Former Senior Vice President, Legal, General Counsel, and Secretary										Stacey Giamalis(5) Former Senior Vice President, Legal, General Counsel, and Secretary	2022	337,363	—	—	1,906,883	234,749	3,117	2,482,112
											2021	326,480	—	—	1,238,308	169,100	4,339	1,738,227


		Estimated future payouts under non-equity incentive plan awards (1)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards(2)(5) ($)
Jennifer Tejada	—	225,000	450,000	900,000
	4/2/2020				355,361(3)	$	5,646,686
Howard Wilson	—	140,000	280,000	560,000
	4/2/2020				187,032(3)	$	2,971,938
David Justice	—	—	350,000	—
	4/2/2020				61,970(4)	$	984,703
Stacey Giamalis	—	64,690	129,380	258,760
	4/2/2020				77,930(3)	$	1,238,308


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards(3) ($)
Jennifer Tejada	—	254,342	508,685	1,017,370
	4/2/2021				24,022	48,043	96,086	240,215(4)	$	11,867,582
Howard Wilson	—	147,336	294,671	589,342
	10/2/2021							45,402(5)	$	1,920,505
	4/2/2021				7,206	14,412	28,824	72,064(4)	$	3,560,217
David Justice	—	—	391,717	—
	10/2/2021							45,402(5)	$	1,920,505
	4/2/2021				7,206	14,412	28,824	84,075(4)	$	4,054,710
Stacey Giamalis	—	67,486	134,971	269,942
	10/2/2021							17,025(5)	$	720,158
	4/2/2021				2,402	4,804	9,608	24,021(4)	$	1,186,725


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Jennifer Tejada	834,730	32,051,751	133,880	5,353,635
Howard Wilson	83,000	3,157,274	60,270	2,412,497
David Justice	—	—	96,445	3,874,931
Stacey Giamalis	93,256	3,722,825	23,986	960,421


(1)			The value realized on exercise represents the difference between the exercise price per share of the stock option and the market price of our common stock at the time of exercise. The value realized was determined without considering any taxes that may have been owed.
(2)			The value realized upon vesting ~~will fully~~of restricted stock units is calculated by multiplying the number of shares vested by the closing price of our common stock on the vest ~~and, as applicable, be exercisable.~~ ~~Further, under the policy,~~date.


Named Executive Officer	Involuntary Termination of Employment Without Cause Not in Change in Control Period(1)(2) ($)	Involuntary Termination of Employment Due to Death Not in Change in Control Period(12) ($)	Involuntary Termination of Employment Without Cause or Voluntary Resignation for Good Reason Within Change in Control Period(2) ($)	Involuntary Termination of Employment Due to Death Within Change in Control Period(13) ($)	Change in Control Where Awards Are Not Assumed and Executive Remains in Service(11) ($)
Jennifer Tejada
Severance Payment(3)	1,052,000	1,052,000	1,312,000	1,312,000	—
Value of Benefits(4)	33,172	33,172	49,758	49,758	—
Equity Acceleration(5)(6)	11,636,553	23,273,105	23,273,105	23,273,105	23,273,105
Total	12,721,725	24,358,277	24,634,863	24,634,863	23,273,105
Howard Wilson
Severance Payment(7)	212,500	—	722,500	—	—
Value of Benefits(4)	13,938	—	27,875	—	—
Equity Acceleration(5)(8)	—	9,813,881	9,813,881	9,813,881	9,813,881
Total	226,438	9,813,881	10,564,256	9,813,881	9,813,881
David Justice
Severance Payment(9)	200,000	—	800,000	—	—
Value of Benefits(4)	16,586	—	33,172	—	—
Equity Acceleration(5)(8)	—	9,103,927	9,103,927	9,103,927	9,103,927
Total	216,586	9,103,927	9,937,099	9,103,927	9,103,927
Stacey Giamalis(14)
Severance Payment(10)	169,770	—	475,355	—	—
Value of Benefits(4)	20,134	—	20,134	—	—
Equity Acceleration(5)(8)	—	4,041,746	4,041,746	4,041,746	4,041,746
Total	189,904	4,041,746	4,537,235	4,041,746	4,041,746