pd-20250527

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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_________________________________________________________________________________

PAGERDUTY, INC.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

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Dear Stockholder,

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of PagerDuty, Inc. (“PagerDuty” or the “Company”), to be held on Thursday, June 26, 2025, at 2:00 p.m. Pacific Time. 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/PD2025 (please have your notice or proxy card in hand when you visit the website). You will not be able to attend the Annual Meeting in person.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.



			YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.

On behalf of the Company's Board of Directors, thank you for your support of and interest in PagerDuty.

Sincerely,

Jennifer Tejada

CEO and Chair of the Board of Directors

Notice of Annual Meeting of Stockholders

Meeting Details


DATE AND TIME Thursday, June 26, 2025 at 2:00 p.m. Pacific Time	PLACE www.virtualshareholdermeeting.com/PD2025.	RECORD DATE May 12, 2025 (the “Record Date”)

Items of Business


1			To elect the Board of Directors’ nominees, Elena Gomez, Zachary Nelson and Bonita Stewart, as Class III directors to hold office until the 2028 Annual Meeting of Stockholders.
2			To ratify the selection of PricewaterhouseCoopers 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, 2026.
3			To conduct an advisory, non-binding vote to approve the compensation of our named executive officers.
4			To conduct any other business properly brought before the meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 26, 2025. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made available on or about May 27, 2025 at the following website: www.proxyvote.com, as well as on our investor relations webpage at https://investor.pagerduty.com in the “Financials” section under “SEC Filings.” We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the meeting. If you would like to view the list, please email us at corpgov@pagerduty.com.

By Order of the Board of Directors,


Irving Gomez Secretary						San Francisco, California May 27, 2025



			Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about May 27, 2025.

Table of Contents


EXECUTIVE SUMMARY			1
MEETING DETAILS			1
ITEMS OF BUSINESS			1
WAYS TO VOTE			1
BOARD NOMINEES			2
FINANCIAL HIGHLIGHTS			2
STOCKHOLDER ENGAGEMENT			3
COMPENSATION OVERVIEW			4
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			5
BOARD PROFILE			7
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING			8
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING			10
BOARD LEADERSHIP STRUCTURE			14
ROLE OF THE BOARD IN RISK OVERSIGHT			14
MEETINGS OF THE BOARD			14
COMMITTEES OF THE BOARD			15
COMMUNICATIONS WITH OUR BOARD OF DIRECTORS			20
CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS			20
BOARD EVALUATIONS			20
DIRECTOR COMPENSATION			21
PROPOSAL 1 - ELECTION OF DIRECTORS			23
NOMINEES			23
VOTE REQUIRED			23
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
PRE-APPROVAL POLICIES AND PROCEDURES			25
VOTE REQUIRED			25
AUDIT COMMITTEE REPORT			26
PROPOSAL 3 - ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			28
VOTE REQUIRED			28

EXECUTIVE OFFICERS			29
COMPENSATION DISCUSSION & ANALYSIS			30
INTRODUCTION			30
EXECUTIVE SUMMARY			30
ADVISORY VOTE ON NEO COMPENSATION AND STOCKHOLDER ENGAGEMENT			34
COMPENSATION-SETTING PROCESS			35
COMPENSATION ELEMENTS			39
INSIDER TRADING POLICY			49
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS			49
TAX AND ACCOUNTING CONSIDERATIONS			50


EXECUTIVE COMPENSATION			52
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025			52
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025			53
OUTSTANDING EQUITY AWARDS AS OF JANUARY 31, 2025			54
STOCK OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2025			55
EMPLOYMENT AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS			55
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL			56
PENSION BENEFITS			58
NON-QUALIFIED DEFERRED COMPENSATION			59
EMPLOYEE BENEFIT AND STOCK PLANS			59
EQUITY COMPENSATION PLAN INFORMATION			62
ADDITIONAL COMPENSATION MATTERS			63
CEO PAY RATIO			63
PAY VERSUS PERFORMANCE			64
FINANCIAL PERFORMANCE MEASURES			67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			71
DELINQUENT SECTION 16(a) REPORTS			72
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			73
RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES			73
CERTAIN RELATED PERSON TRANSACTIONS			74
HOUSEHOLDING OF PROXY MATERIALS			75
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			76
OTHER MATTERS			82


Proposals		Board Recommendation	Page Reference

1	To elect the Board of Directors’ nominees, Elena Gomez, Zachary Nelson and Bonita Stewart, as Class III directors to hold office until the 2028 Annual Meeting of Stockholders.	FOR Each Nominee	23
2	To ratify the selection of PricewaterhouseCoopers 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, 2026.	FOR	24
3	To conduct an advisory, non-binding vote to approve the compensation of our named executive officers.	FOR	28


INTERNET To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card.	TELEPHONE To vote by telephone, dial 1-800-690-6903 and follow the recorded instructions.	MAIL To vote by mail using the proxy card, you need to complete, date and sign the proxy card and return it promptly by mail in the envelope provided	IN PERSON To vote at the Annual Meeting, following the instructions at www.virtualshareholdermeeting.com/PD2025


REVENUE $467.5M	GROSS MARGIN 83.0%	OPERATING CASH FLOW $117.9M
Fiscal year revenue was $467.5 million, an increase of 8.5% year-over-year.	United States Generally Accepted Accounting Principles (“GAAP” or “U.S. GAAP”) gross margin was 83.0% for fiscal 2025 compared to 81.9% for fiscal 2024. Non-GAAP(2) gross margin was 86.2% for fiscal 2025 compared to non-GAAP gross margin of 85.8% for fiscal 2024.	Net cash provided by operating activities was $117.9 million or 25.2% of revenue for fiscal 2025 compared to $72.0 million, or 16.7% of revenue, for fiscal 2024. Free cash flow was $108.4 million or 23.2% of revenue for fiscal 2025 compared to $64.4 million or 15.0% of revenue, for fiscal 2024.


OPERATING LOSS $59.8M			NET LOSS ATTRIBUTABLE TO PAGERDUTY, INC. COMMON STOCKHOLDERS $54.5M
GAAP operating loss was $59.8 million, or GAAP operating margin of negative 12.8% for fiscal 2025 compared to a $96.2 million loss, or GAAP operating margin of negative 22.3%, for fiscal 2024. Non-GAAP operating income was $82.7 million, or non-GAAP operating margin of 17.7% for fiscal 2025 compared to non-GAAP operating income of $56.4 million, or non-GAAP operating margin of 13.1%, for fiscal 2024.			GAAP net loss attributable to PagerDuty, Inc. common stockholders was $54.5 million for fiscal 2025 compared to $81.8 million for fiscal 2024. GAAP net loss per share attributable to PagerDuty, Inc. common stockholders was $0.59 for fiscal 2025 compared to $0.89 for fiscal 2024. Non-GAAP net income attributable to PagerDuty, Inc. common stockholders was $80.4 million for fiscal 2025 compared to $72.6 million for fiscal 2024. Non-GAAP net income per diluted share attributable to PagerDuty, Inc. common stockholders was $0.85 for fiscal 2025 compared to $0.74 for fiscal 2024.


WE CONTACTED FIRMS REPRESENTING 33.8						After the 2024 Annual Stockholder Meeting, we contacted firms holding 33.8% of our outstanding shares of common stock, and ultimately engaged with all stockholders who accepted our request for a meeting, representing 30.1% of our outstanding shares. These engagements were led by members of our management team, including representatives from the Secretary’s office, Investor Relations, and Total Rewards.
of our outstanding shares of common stock



Experience		Description	Number of Directors with the Experience

	Public Company CEO	Directors who have served as public company CEOs are important to us because they have the experience and perspective to analyze, shape, and oversee the execution of important operational and policy issues	nnnnnnnnnn
	Global Experience	Global experience can provide valuable business and cultural perspectives regarding many important aspects of our business as we are a global organization with sales and other offices around the world	nnnnnnnnnn
	Technology, Product, and Cybersecurity	Directors with insight in technology infrastructure, business products, and cybersecurity risks are particularly important to us given our focus on product innovation and expanding our service offerings	nnnnnnnnnn
	Sales and Marketing	Experience building global sales, marketing, and brand-building in new markets and opportunities for innovation and disruption are important to us to grow our revenue	nnnnnnnnnn
	Finance	Directors with significant expertise in corporate finance, financial accounting, financial strategy, and financial reporting are valuable to us in order to promote effective capital allocation, robust controls, and oversight	nnnnnnnnnn
	Corporate Development, Strategy, and M&A	Experience in business development, corporate strategy, and mergers and acquisitions that includes skills in assessing and analyzing proposed acquisitions along with the Company’s strategy and long-term corporate development are important to us as we seek inorganic growth	nnnnnnnnnn
	Human Capital & Talent Management	Expertise in the implementation of a successful framework for workforce acquisition, management, and optimization, and aligning company culture that results in the attraction, development and retention of top candidates with a range of skills and backgrounds are important to us because our corporate culture is critical component of our success	nnnnnnnnnn
	Scaling a SaaS Company	Directors with experience growing successful SaaS companies, reaching scale and maturity are important to us as we scale to become a $1B revenue company	nnnnnnnnnn
	Governance, Risk, Regulatory, and Compliance	Experience in public company corporate governance, enterprise risk, privacy, compliance, regulatory, public policy, and creating long term sustainable value are extremely relevant to PagerDuty’s business and important to us in order to protect stockholder value, while balancing other constituencies’ interests	nnnnnnnnnn
	Emerging Technologies and Artificial Intelligence (AI)	Experience in identifying strategic opportunities and overseeing risks related to innovation and emerging technologies, including artificial intelligence, are important to us as we continue to explore new opportunities and technologies in helping organizations drive operational transformation	nnnnnnnnnn


INDEPENDENCE 80% Independent			GENDER 60% Female			TENURE Average Tenure: 5.4 Years


Elena Gomez AGE: 55 DIRECTOR SINCE: 2018			Ms. Gomez has served on our Board since October 2018. Ms. Gomez has served as the Chief Financial Officer of Toast, Inc., a cloud-based restaurant software company since May 2021. From May 2016 until May 2021, Ms. Gomez served as Chief Financial Officer at Zendesk, Inc., a global company that builds software for customer service and engagement. From July 2010 to April 2016, Ms. Gomez served in senior finance roles at Salesforce, Inc., a global enterprise software company, including Senior Vice President Go To Market Distribution from July 2015 to April 2016, Vice President Sales and Support and Marketing Finance from June 2011 to June 2015, and Senior Director Marketing and General and Administrative Finance from July 2010 to June 2011. Prior to that, she held finance roles at Visa Inc., a financial services company, and The Charles Schwab Corporation, a brokerage and banking company. Ms. Gomez currently serves on the board of directors of Smartsheet Inc. and on the board of directors of the Haas School of Business at the University of California, Berkeley. Ms. Gomez holds a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley. Ms. Gomez was selected to serve on our Board because of her financial expertise as well as her extensive experience working in the technology sector and senior leadership experience at technology companies and public companies.


Zachary Nelson AGE: 63 DIRECTOR SINCE: 2018			Mr. Nelson has served on our Board since June 2018. Since December 2021, he has served as Chief Executive Officer of ZE Investments, a private investment company. From July 2002 to June 2017, Mr. Nelson served as the Chief Executive Officer at NetSuite Inc., a business management software company that was acquired by Oracle Corporation, a computer technology company, in November 2016. Since August 2021, Mr. Nelson has served on the board of directors as well as the audit committee of Freshworks, Inc., a software solutions company. Since April 2024, Mr. Nelson has also served on the board of Acumatica Inc., a private company that provides cloud-based Enterprise Resource Planning (ERP) solutions. Mr. Nelson holds a B.S. in Biological Sciences and an M.A. in Anthropology from Stanford University. Mr. Nelson was selected to serve on our Board because of his experience building and scaling high-velocity cloud software companies and senior leadership experience at technology companies.


Bonita Stewart AGE: 67 DIRECTOR SINCE: 2021			Ms. Stewart has served on our board of directors since January 2021. She is a member of the Steering Committee of the Black Angel Group, which launched in 2021, and founder and managing partner for BAG Ventures, a venture fund focused on investing in enterprise AI solutions. She is also an advisor at Gradient Ventures, where she advises early-stage artificial intelligence companies on their business development strategies and board practices. Previously at Google, she was Vice President, Global Partnerships, overseeing relationships with the largest US publishers across search, news, media/entertainment, commerce, and mobile apps. Prior to joining Google in 2006, she led Chrysler Group Interactive Communications for DaimlerChrysler AG, Dodge Passenger Cars and Minivans brand management and Chrysler Brand Advertising. Currently, she serves on the Deckers Brands board and the Dance Theatre of Harlem. Ms. Stewart graduated magna cum laude with a Bachelor of Arts from Howard University and an MBA from Harvard Business School. Ms. Stewart was selected to serve on our Board because of her extensive experience leading multi-billion dollar operations, accelerating digital technology adoption and driving business transformation for major corporations in the IT, automotive and technology fields.


Jennifer Tejada AGE: 54 DIRECTOR SINCE: 2016			Ms. Tejada has served as our Chief Executive Officer and as a member of our Board since July 2016. From July 2013 to July 2015, Ms. Tejada served as President and Chief Executive Officer at Keynote Systems, Inc., a software company specializing in digital performance analytics and web and mobile testing. Ms. Tejada currently serves on the board of directors of The Estée Lauder Companies Inc., a multinational manufacturer and marketer of beauty products, and she previously served on the board of directors of UiPath, Inc., global software company that develops a platform for robotic process automation, from September 2020 until April 2023. Prior to her role at PagerDuty, Ms. Tejada was the CEO of Keynote Systems where she led the company to strong profitable growth before its acquisition by Dynatrace in 2015. Before Keynote, Ms. Tejada was Executive Vice President and Chief Strategy Officer at the enterprise software company Mincom leading its global strategy up to its acquisition in late 2011 by ABB. She has also held senior positions at Procter & Gamble and i2 Technologies (acquired by JDA Software). Ms. Tejada holds a B.A. in Business Management and Organizational Behavior from the University of Michigan. Ms. Tejada was selected to serve on our Board because of the experience and perspective she provides as our Chief Executive Officer, as well as her broad executive experience successfully leading, scaling, and optimizing global technology companies.


Donald Carty AGE: 78 DIRECTOR SINCE: 2025			Mr. Carty has served on our Board since April 2025. He is currently the Chairman of Porter Aviation Holdings, Inc., a role he has held since November 2005. Mr. Carty served as the Chairman and Chief Executive Officer of American Airlines Group, Inc. (NASDAQ: AAL) from 1998 to 2003 and as Vice Chairman and Chief Financial Officer of Dell, Inc. (NYSE:DELL) from 2008 to 2009 and as a Director at Dell from 1992 to 2013. Mr. Carty was the Director and Chair of the Audit Committee at Canadian National Railway Company (NYSE: CNI) from 2011 to 2021; a Director at Hawaiian Airlines, Inc. (NASDAQ: HA) from 2004 to 2007, from 2008 to 2011 and from 2016 to 2022; and a Director of Vmware, Inc. (NYSE: VMW) from 2015 to 2022. He holds a B.A from Queens University (Canada) and a M.B.A. from Harvard Business School. Mr. Carty was selected to serve on our Board because of his multiple leadership roles including his time as the Chairman & Chief Executive Officer of American Airlines Group, Inc. and Vice Chairman and Chief Financial Officer of Dell, Inc., and his experience as a member of a public company board of directors.


Sarah Franklin AGE: 49 DIRECTOR SINCE: 2024			Ms. Franklin has served on the PagerDuty board since December 2024. Since January 2024, Ms. Franklin has served as the Chief Executive Officer of Degree, Inc., doing business as Lattice, a people management platform company. She brings 25 years of experience leading and scaling companies in tech and has a unique blend of technical knowledge, business acumen, and marketing expertise. From October 2008 until January 2024, Ms. Franklin served in various executive leadership roles at Salesforce, Inc., a cloud-based software company, including President & Chief Marketing Officer, EVP Platform, and GM Trailhead. Before Salesforce, she worked at a variety of companies ranging from scaled businesses to scrappy startups. During her career, Ms. Franklin has been awarded many accolades, including Forbes’ Most Influential CMO, “CMO to Watch” by Business Insider, and recipient of the Brand Genius Award from Adweek. Ms. Franklin holds a dual degree in chemical engineering and biochemistry from Virginia Tech. Ms. Franklin was selected to serve on our board because she brings a blend of technical knowledge, business acumen, and marketing expertise in emerging technologies and trends as well as knows how to scale a SaaS company.


William Losch AGE: 63 DIRECTOR SINCE: 2022			Mr. Losch has served on our Board since August 2022. He has been an advisor to Okta, Inc., an identity management platform for enterprises, since his retirement as Chief Financial Officer of Okta in March 2021. From June 2013 until his retirement in March 2021, he served as Chief Financial Officer of Okta, and from June 2007 to June 2013, he served as Chief Financial Officer at MobiTV, Inc., a technology platform provider of multiscreen video delivery services. From October 2004 to May 2007, he served as the Chief Accounting Officer at DreamWorks Animation, SKG, Inc., an animation company. From March 1998 to July 2003, he served in various finance positions, most recently as Vice President of Finance and Chief Accounting Officer, at Yahoo! Inc., an internet company. Mr. Losch currently serves on the board of directors of Druva, Inc., a privately-owned cloud data protection and management as a service company. Mr. Losch holds a B.A. in Economics from the University of California, Los Angeles. Mr. Losch was selected to serve on our Board because of his more than three decades of successful experience providing financial and operational leadership for high-performing SaaS companies.


Teresa Carlson AGE: 62 DIRECTOR SINCE: 2024			Ms. Carlson has served on our Board since March 2024. Since October 2023, Ms. Carlson has served as an advisor to General Catalyst, a venture capital firm. From January to September 2023, Ms. Carlson served as the President and Chief Commercial Officer of Flexport, a supply chain logistics solutions provider. Prior to that, Ms. Carlson served as Corporate Vice President and Executive-in-Residence at Microsoft Corporation, a global technology company, from May to December 2022. From April 2021 to March 2022, Ms. Carlson served as the President and Chief Growth Officer at Splunk, a big data platform provider. Prior to that, Ms. Carlson was a Vice President at Amazon Web Services, a subsidiary of Amazon from December 2010 through April 2021, where she founded and built the Worldwide Public Sector business along with the Aerospace and Satellite business unit and then picked up the other regulated industries from 2019 through 2021. Since August 2023, Ms. Carlson has served on the board of directors of Optimus Healthcare, a company focused on creating a network of innovative healthcare companies. Ms. Carlson also served on the board of directors of KnightSwan Acquisition Corporation, a special purpose acquisition company, from December 2021 to December 2023. Ms. Carlson received a M.S., and B.S. from Western Kentucky University. Ms. Carlson was selected to serve on our Board because of her extensive leadership experience and her expertise in driving digital transformation in global governments and regulated industries for the technology sector.


Rathi Murthy AGE: 59 DIRECTOR SINCE: 2019			Ms. Murthy has served on our Board since March 2019. Since March 2025, she has served as Chief Technology Officer of Varo Bank, the first all-digital nationally chartered U.S. bank. Prior to joining Varo Bank, Ms. Murthy served as the President and Chief Technology Officer of Expedia Group, a travel technology company, from June 2021 to May 2024, where she led a major transformation of the company’s travel platform, driving innovation and improving the customer experience. She also served as the Chief Technology Officer of Verizon Media, a division of Verizon Communications, Inc., a telecommunications company, from January 2020 until May 2021, and as Chief Technology Officer at Gap Inc., a clothing and accessories retailer, from March 2016 to January 2020, where she oversaw global technology strategy and led large-scale digital transformation initiatives. Prior to that, Ms. Murthy served in various senior leadership positions at American Express Company, a multinational financial services company, including Senior Vice President and Chief Information Officer of Enterprise Growth from January 2015 to March 2016 and Vice President, Technology from September 2012 to January 2015, where she helped build scalable platforms to support new growth and digital capabilities. Ms. Murthy holds a B.S. in Electrical Engineering from Bangalore University and an M.S. in Computer Engineering from Santa Clara University. In addition to her corporate leadership roles, Ms. Murthy also serves as an advisor to the University of San Francisco’s Board of Trustees Committee on Information Technology Strategy and is on the Board of Sri Sri University. Ms. Murthy was selected to serve on our Board because of her deep expertise in engineering and enterprise technology, her proven track record in building products and platforms at scale, and her executive leadership across global public companies.


Alex Solomon AGE: 42 DIRECTOR SINCE: 2010			Mr. Solomon co-founded our company and served as our General Manager of Flexible Platform from January 2021 to July 2024, and as a member of our Board since November 2010. Mr. Solomon served as our Chief Technology Officer from July 2016 to January 2021, and as our Chief Executive Officer from May 2010 to July 2016. Mr. Solomon holds a B.S.E. from the University of Waterloo. Mr. Solomon was selected to serve on our Board because of his experience as our co-founder and former Chief Executive Officer.


Audit Committee MEMBERS: WILLIAM LOSCH (CHAIR) TERESA CARLSON DONALD CARTY SARAH FRANKLIN ELENA GOMEZ			The Audit Committee oversees the Company’s corporate accounting and financial reporting processes and audits of its financial statements. The principal duties and responsibilities of our Audit Committee include, among other things: •helping our Board oversee our corporate accounting and financial reporting processes, systems of internal control, and financial statement audits, and the integrity of our financial statements; •managing the selection, engagement terms, fees, qualifications, independence, and performance of qualified firms to serve as independent registered public accounting firms to audit our financial statements; •discussing the scope and results of the audit with the independent registered public accounting firms, and reviewing, with management and the independent accountants, our interim and year-end operating results; •developing and reviewing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters; •overseeing our risk identification, assessment and management practices, processes and policies in all areas of our business, including financial, accounting, tax, privacy, cybersecurity, and information technology matters;

SEC Form DEF 14A filed by PagerDuty Inc.