PagerDuty : Compensation Committee Charter (Compensation Committee Charter eb2ab8)

Published: 2025-07-08 14:53:06 ET PD

Published on 07/08/2025 at 14:53

(Last Amended on June 3, 2025)

The purpose of the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of PagerDuty, Inc., a Delaware corporation (the "Company") is to, among other things:

review and approve the compensation of the Company's Chief Executive Officer ("CEO");

review and approve, or recommend to the Board for approval, the compensation of the Company's other Executive Officers and the Company's Leadership Employees (each as defined below);

provide oversight of the Company's compensation policies, plans and programs, and overall

compensation philosophy;

oversee and administer the Company's equity compensation plans for its CEO, other Executive Officers, Leadership Employees, other employees and other service providers and the granting of equity awards pursuant to such plans or outside of such plans;

prepare the report of the Compensation Committee required by the rules and regulations of the

Securities and Exchange Commission (the "SEC"); and

assist the Board in its oversight of the Company's policies and strategies relating to human capital

management.

The term "compensation" includes salary, short-term incentives, long-term incentives, bonuses, perquisites, equity incentives, retirement benefits and other related benefits and benefit plans.

(2) members of the Board, with the exact number determined by the Board. Members of the Compensation Committee will be appointed by the Board and may be removed, with or without cause, by the Board in its discretion.

Each member of the Compensation Committee will meet the independence requirements of the listing standards of the Exchange.

Each member of the Compensation Committee will be a "non-employee director" as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").Chairperson. The Board may designate a chairperson of the Compensation Committee. In the absence of that designation, the Compensation Committee may designate a chairperson by majority vote of the members of the Compensation Committee; provided that, the Board may replace any chairperson designated by the Compensation Committee at any time.

The following are the principal responsibilities and duties of the Compensation Committee. The Compensation Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request.

review and approve annually the corporate goals and objectives applicable to the compensation of the CEO, evaluate at least annually the CEO's performance in light thereof, and, either as a committee or together with the other independent directors (as directed by the Board), consider factors related to the performance of the Company in approving the compensation level of the CEO;

review and approve at least annually the CEO's (i) base salary, (ii) incentive bonus, (iii) equity compensation, (iv) employment agreement, severance arrangement or change of control protections and (v) other benefits, compensation or similar arrangements, if any (including, without limitation, perquisites and any other form of compensation).

review and approve, or recommend to the Board for approval, the corporate goals and objectives relevant to the compensation of (1) the individuals who are "officers" of the Company under Rule 16a-1(f) promulgated under the Exchange Act (the "Executive Officers") other than the CEO and

(2) the other officers of the Company who are (i) at or above the Vice President level and (ii) who

report directly to the CEO (the "Leadership Employees");

in consultation with the CEO, review at least annually and approve or recommend to the Board for approval items (i) through (v) in the second bullet above for (1) the Executive Officers other than the CEO and (2) the Leadership Employees; and

review and approve any compensatory contracts or similar transactions or arrangements with current or former Executive Officers and Leadership Employees, including consulting arrangements, employment contracts, severance or termination arrangements, which will include any benefits to be provided in connection with a change of control of the Company. In this regard, the Compensation Committee will have the power and authority to adopt, amend and terminate such contracts, transactions or arrangements.

review, approve and administer annual and long-term incentive compensation plans for service providers of the Company, including Executive Officers and Leadership Employees, including by:

establishing performance objectives and certifying performance achievement;

reviewing and approving all equity incentive plans and grant awards under such plans; and

adopting, amending and terminating any such plans.

oversee and administer the Company's equity incentive plans. In its administration of the plans, the Compensation Committee may (i) grant stock options, restricted stock units, performance stock units, stock purchase rights or other equity-based or equity-linked awards to individuals eligible for such grants (including grants to Executive Officers and Leadership Employees) in accordance with procedures and guidelines, if any, established by the Board, (ii) amend such stock options, restricted stock units, performance stock units, stock purchase rights or other equity-based or equity-linked awards and (iii) if the Board or the Compensation Committee determines to be necessary or appropriate, establish and periodically review the Company's policies for equity grant timing. The Compensation Committee may also adopt, amend and terminate such plans, including approving changes in the number of shares reserved for issuance thereunder subject to obtaining any required stockholder approval; review, approve and administer any of the Company's employee benefit plans that the Compensation Committee deems appropriate, including by adopting, amending and terminating such plans;

oversee the Company's overall compensation philosophy, and any compensation plans and benefits programs that the Compensation Committee deems appropriate, and approve, or make recommendations to the Board for approval, with respect to improvements or changes to such plans or programs or the termination or adoption of plans or programs when appropriate;

in connection with executive compensation programs:

review and approve the list of companies, if any, to be included in any compensation peer group used to determine executive pay levels based on criteria the Compensation Committee deems appropriate;

review and approve, or recommend to the Board for approval, new executive compensation programs;

review on a periodic basis the operations of the Company's executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose(s); and

establish, or recommend to the Board for establishment, and periodically review policies for the administration of executive compensation programs.

periodically review executive compensation programs and total compensation levels, including the impact of tax and accounting rules changes;

if applicable, review and recommend to the Board for approval the frequency with which the Company will conduct stockholder advisory votes on executive compensation (any such vote, a "Say-on-Pay Vote"), taking into account the results of the most recent stockholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in the Company's proxy statement;

periodically 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;

review and discuss annually with management the risks arising from the Company's compensation philosophy and practices applicable to all employees to determine whether they encourage excessive or inappropriate risk-taking and to evaluate compensation policies and practices that could mitigate such risks;

review, adopt, amend and/or terminate, or recommend to the Board for approval, amendment or termination, and oversee stock ownership policies and/or practices applicable to members of the Board and/or Executive Officers, if and as the Compensation Committee determines to be necessary or appropriate; andreview, adopt, amend and/or terminate, or recommend to the Board for approval, amendment or termination, and oversee clawback policies and/or practices if and as the Compensation Committee determines to be necessary or appropriate, or as required by law, and any required recoupment and disclosure.

review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A") and related disclosures required by the rules and regulations of the SEC, to the extent required of the Company. The Compensation Committee will also review and recommend the final CD&A to the Board for inclusion in the Company's annual report on Form 10-K or proxy statement, to the extent required of the Company;

prepare a report of the Compensation Committee required by the rules and regulations of the SEC to be included with the Company's annual report on Form 10-K or proxy statement; and

oversee the Company's submissions to stockholders on executive compensation matters, including any Say-on-Pay Votes and the frequency of any such Say-on-Pay Votes, incentive and other executive compensation plans, and amendments to such plans (to the extent required under the listing standards of the Exchange) and, in conjunction with the Nominating and Corporate Governance Committee of the Board (or its designees), engagement with proxy advisory firms and other stockholder groups on executive compensation matters.

The Compensation Committee will seek to ensure that the Company structures its compensation plans, policies and programs in a manner designed to attract and retain the best available personnel for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities for the Company, to maintain appropriate levels of risk and reward, and to promote the success of the Company's business. In reviewing and approving the Company's annual and long-term incentive compensation plans for Executive Officers and Leadership Employees, including equity incentive plans, the Compensation Committee shall consider the results, if any, of the most recent Say-on-Pay Vote required by Section 14A of the Exchange Act.

The Compensation Committee will meet as often as it deems necessary or appropriate, but no less than two (2) times per year, at such times and places as the Compensation Committee determines. The same procedural rules concerning notice of meetings, meetings and meetings held by other means of remote communication, and other procedural matters, shall apply to Compensation Committee meetings as apply to meetings of the Board under the Company's bylaws and other governing documents. The chairperson of the Compensation Committee will preside at each meeting. The chairperson will approve the agenda for the meetings, and any member may suggest items for consideration. If a chairperson is not designated or present, an acting chair may be designated by the Compensation Committee members present. A majority of the total number of then-serving members of the Compensation Committee shall constitute a quorum. The approval by a majority of such quorum shall constitute a valid act of the Compensation Committee at a duly held meeting. The Compensation Committee may act by unanimous written consent (which may include electronic consent) in lieu of a meeting in accordance with the Company's bylaws.

The Compensation Committee will maintain written minutes of its meetings and actions by written consent, which minutes and actions will be filed with the minutes of the meeting of the Board.

The Compensation Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Compensation Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities, including non-employee directors who are not members of the Compensation Committee. The CEO may not be present during portions of any meeting during which his or her performance and compensation are being deliberated and determined.

The Compensation Committee will have the authority, in its sole discretion, to select and retain any compensation consultant, outside legal counsel and such other advisors (each, an "Advisor") as necessary or appropriate to assist with the execution of its duties and responsibilities as set forth in this charter. The Compensation Committee will be directly responsible for the compensation and oversight of the work of any Advisor retained by the Compensation Committee. The Company will provide appropriate funding, as determined by the Compensation Committee, to pay any such Advisors hired by the Compensation Committee and any administrative expenses of the Compensation Committee that the Compensation Committee determines are necessary or appropriate in carrying out its activities.

Prior to selecting, retaining and receiving advice from an Advisor (other than the Company's in-house legal counsel), the Compensation Committee must take into consideration the independence factors set forth in the listing standards of the Exchange and the applicable rules of the SEC, as in effect from time to time.

The Compensation Committee may retain, or receive advice from, any Advisor it prefers, including Advisors that are not independent, after considering the requisite independence factors. Notwithstanding the foregoing, the Compensation Committee is not required to assess the independence of any Advisor that acts in a role limited to (i) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of

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.