PagerDuty : Corporate Governance Guidelines (Corporate Governance Guidelines f7e583)

Published: 2025-07-08 14:53:05 ET PD

Published on 07/08/2025 at 14:53

(Last Amended: June 3, 2025)

The Board of Directors (the "Board") of PagerDuty, Inc. (the "Company") has established the following guidelines for the Board's conduct and operation. These guidelines are designed to give directors and management a flexible framework for effectively pursuing the Company's objectives for the benefit of its stockholders. These guidelines should be interpreted in the context of all applicable laws, the Company's charter documents, and other policies.

The Board will establish the number of directors in accordance with the certificate of incorporation and bylaws of the Company. The Board and its Nominating and Corporate Governance Committee of the Board (the "Nominating Committee") will periodically review the appropriate Board size, which may vary to accommodate the availability of suitable candidates and the Company's needs.

There will at all times be a majority of independent directors on the Board. An "independent director" is a person who meets the definition of independent director under rules of the stock exchange on which the Company's securities are listed (the "Exchange") and does not have any other relationship with the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out director responsibilities. Periodically as required by the rules of the Securities and Exchange Commission or the Exchange and based on information provided by Board members and advice of counsel, the Board or the Nominating Committee will affirmatively determine director independence. Directors may be asked from time to time to leave a Board meeting when the Board is considering a transaction in which the director (or another organization in which the director is a director or officer) has a financial or other interest. Each independent director should notify the Company's Chief Legal Officer or Secretary of any change in circumstance that could affect their status as an independent director. The Audit Committee of the Board (the "Audit Committee") or other independent body of the Board shall review and approve any proposed related party transactions in compliance with the Company's policies and the Exchange rules.

The Board anticipates that the Chief Executive Officer will serve on the Board. The Board also anticipates that other members of management, who can assist the Board in fulfilling its responsibilities based on their experience and role at the Company, may serve on the Board.

The Board may select a chairperson of the Board in the manner and on the criteria that the Board deems appropriate. In the event that the Company does not have an independent chairperson of the Board, the independent directors will designate a presiding director, who shall be an independent director. The name of the chairperson or presiding director will be listed in the Company's proxy statement. The independent chairperson or presiding director will be responsible for presiding over each executive session of non management directors in which those directors meet without management participation and perform

other duties as the Board may determine from time to time.

The Board will be responsible for nominating members for election to the Board by the Company's stockholders. The Board is also responsible for filling any vacancies on the Board unless the vacancy is filled by the stockholders. The Nominating Committee is responsible for identifying, reviewing, evaluating, and recommending candidates to serve as directors of the Company, in accordance with its charter and these guidelines.

Our Board is divided into three classes. As a result, approximately one third of the Board will stand for election for a three-year term by the stockholders of the Company each year at the Company's annual meeting of stockholders. Each year, at the Company's annual meeting of stockholders, the Board will recommend a slate of directors for election by the stockholders. In accordance with the Bylaws, the Board will also be responsible for filling vacancies or newly-created directorships on the Board that may occur between annual meetings of stockholders. The Nominating Committee is responsible for identifying and screening candidates for Board membership, and recommending candidates to the entire Board for Board membership.

The Company's Secretary will be notified of all persons proposed to serve as potential candidates for nomination to the Board. For nominations of potential candidates made other than by the Board, the stockholder or other person making such nomination must comply with the requirements set forth in the Company's Bylaws and, if applicable, the requirements of Rule 14a-19 of the Securities and Exchange Act of 1934, as amended. Each potential candidate must provide a list of references and agree (i) to be interviewed by members of the Nominating Committee or other directors in the discretion of the Nominating Committee, and (ii) to a background check or other review of the qualifications of a proposed nominee by the Company. Prior to nomination of any potential candidate by the Board, each member of the Board will have an opportunity to meet with the candidate. Upon request, any candidate nominated will agree in writing to comply with these guidelines and all other policies and procedures of the Company applicable to the Board.

The Nominating Committee will consider director candidates recommended by the Company's stockholders. The Nominating Committee does not intend to alter the manner in which it evaluates a candidate for nomination to the Board based on whether or not the candidate was recommended by a Company stockholder.

The Nominating Committee works with the Board to determine periodically, as appropriate, the desired Board qualifications, expertise and characteristics, including such factors as business experience, professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.

The Nominating Committee and the Board evaluate each director in the context of the composition of the Board overall, with the objective of having a Board that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience. Each director should be an individual of high character and integrity. In determining whether to recommend a director for reelection, the Nominating Committee also considers the director's past attendance at meetings, participation in and contributions to the activities of the Board and the Company.

Each director must ensure that other existing and anticipated future commitments do not materially

interfere with the director's service as a director.

Candidates for director nomination are evaluated in the context of the current composition of the Board, our operating requirements, the long-term interests of our stockholders. In conducting this assessment, the Nominating Committee and Board consider character, integrity, judgment, skills and areas of expertise, and other factors that they deem appropriate to maintain a balance of knowledge, experience, and capability on the Board.

Term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into the Company's business and therefore can provide a significant contribution to the Board. Because each director is periodically subject to election by the Company's stockholders, the Board does not believe it is in the best interests of the Company to establish term limits. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new ideas and viewpoints through the director nomination process as well as the self-evaluation processes described in these guidelines.

Directors should advise the Nominating Committee of any invitations to join the board of directors of any other public company prior to accepting the directorship. No director should serve on more than four (4) additional public company boards without the approval of the Board. In addition, directors who also serve as executive officers or in equivalent positions should generally serve on no more than [three] public company boards (including the Board where they are an executive officer), without the approval of the Board. No member of the Audit Committee shall simultaneously serve on the audit committees of more than two (2) other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and the Company discloses such determination in its annual proxy statement. The Board, through the Nominating Committee, will have the opportunity to review the appropriateness of the continued service of a director who changes the role, position or areas of responsibility that he or she held when he or she was elected to the Board. In addition, service on other boards and/or committees should be consistent with the Company's conflict of interest policies.

When a director, including any director who is currently an officer or employee of the Company, becomes aware of circumstances that may adversely reflect upon the director, any other director, or the Company, the director should notify the Nominating Committee of such circumstances. The Nominating Committee will consider the circumstances, and may in certain cases request the director to cease the conflicting activity, or in more severe cases, request that the director submit his or her resignation from the Board if, for example, continuing service on the Board by the individual is not consistent with the criteria deemed necessary for continuing service on the Board. Any employee director must submit his or her offer of resignation from the Board in writing to the Nominating Committee upon termination of employment with the Company. Upon change of his or her principal employer or upon retirement, any non-employee director must submit his or her offer of resignation from the Board in writing to the Nominating Committee. The Nominating Committee will determine whether to accept or reject such resignation and will make a recommendation to the Board as to whether to accept or reject the offer of resignation, or whether other action should be taken. A non-employee director who retires or materially changes his or her present job (other than an ordinary course promotion) shall notify the Chair of Board and the Chair of the Nominating Committee (with copies to the Chief Legal Officer and to the Secretary). While the Board does not believe

any director who retires or materially changes his or her present job should necessarily leave the Board, there should be an opportunity for the Nominating Committee to review their continuing qualifications and make a recommendation to the Board on the continued appropriateness of the Board or committee membership under these circumstances.

Stockholders select directors to provide oversight and strategic guidance to senior management. A director's responsibility is to fulfill his or her fiduciary duties of care and loyalty, and otherwise to exercise his or her business judgment in the best interests of the Company and its stockholders. Board service requires significant time and attention. More specifically, the Board has responsibilities to review, approve, and monitor fundamental financial and business strategies, assess our major risks, and consider ways to address those risks, select and oversee management, and establish and oversee processes to maintain our integrity. To fulfill their duties, directors must prepare for meetings and discussions with management, participate in Board meetings, review relevant materials, and serve on committees. The Company expects directors to maintain an attitude of constructive involvement and oversight, ask relevant and incisive questions, and demand honest and accurate answers. Directors must act with integrity and demonstrate a commitment to the Company, our values, business, and long-term stockholder value.

The Nominating Committee may implement an orientation process for directors that includes background material on our policies and procedures, meetings with senior management, and visits to our facilities. We may also offer continuing education programs to assist the directors in maintaining the level of expertise necessary to perform their duties.

The Compensation Committee of the Board will review and recommend to the Board the type and amount of director compensation for Board and committee service for non-management directors in accordance with applicable legal and regulatory guidelines. Compensation for non-management directors and committee members should be designed to be aligned with the long-term interests of the stockholders and consistent with market practices of similarly situated companies. In determining compensation, the effect of such compensation arrangements on a director's independence and objectivity will be considered. Company employees will not receive additional compensation for their service on the Board.

The Board will meet on a periodic basis, in person or by teleconference, at such times and places as the Board determines. In addition, special meetings may be called from time to time. Directors are expected to attend each meeting and to invest the time and effort necessary to understand the Company's business and financial strategies and challenges. The basic duties of the directors include being prepared for and attending Board meetings and actively participating in Board discussions. Directors are also expected to make themselves available outside of Board meetings for advice and consultation. A director who is unable to attend a Board or committee meeting should notify the chairperson of the Board or presiding director or committee chairperson, as applicable, and the Chief Executive Officer in advance of the meeting.

The Chief Executive Officer and chairperson or presiding director will create a schedule of topics to be discussed during the year and an agenda for each Board meeting. Each Board member is encouraged to suggest topics for the agenda at any time, and each Board member is free to raise subjects that are not on the agenda.

Information regarding the topics to be considered at a meeting is essential to the Board's understanding of the business and the preparation of the directors for a productive meeting. To the extent feasible, the meeting agenda and any written materials relating to each Board meeting will be distributed to the directors sufficiently in advance of each meeting to allow for review of the agenda and materials. Directors are expected to have reviewed and be prepared to discuss all materials distributed in advance of any meeting.

Each director is strongly encouraged to attend the Company's annual meetings of stockholders.

The Board encourages invitations to management and outside advisors or consultants from time to time to participate in Board and/or committee meetings to (i) make presentations and provide insight into items being discussed by the Board that involve the invitee and (ii) bring managers with high potential into contact with the Board. Attendance of any non-directors at Board meetings is at the discretion of the Board.

The non-employee directors will meet in executive sessions without management directors or management present on a periodic basis, but no less than one time a year. "Non-employee directors" are all directors who are not Company employees, including both independent directors and such directors who are not independent directors by virtue of a material relationship, former status or family membership, or for any other reason.

In addition, if the non-employee directors include directors who are not independent directors, the independent directors will also meet on a periodic basis but no less than one time a year in an independent director executive session.

At each regular Board meeting, if requested by the Board, each committee will present a brief summary of the principal subjects discussed at such committee's most recent meeting, any conclusions reached, and the final actions of the committee. The chairperson of the appropriate committee, if present, will make such report. Minutes of committee meetings will be maintained in the minute books of the Company and will be available to any director.

The Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are each composed of independent directors. From time to time, the Board may form or disband an ad hoc or standing Board committee,

Disclaimer

PagerDuty Inc. published this content on July 08, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 08, 2025 at 18:52 UTC.