PagerDuty : Nominating and Corporate Governance Committee Charter (Nominating and Corporate Governance Charter 573806)
PD
Published on 07/08/2025 at 14:53
(Last amended June 3, 2025)
The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the
"Board") of PagerDuty, Inc., a Delaware corporation (the "Company") is to:
assist the Board in identifying individuals who are qualified to become members of the Board in accordance with criteria approved by the Board and select, or recommend to the Board that the Board select, specified individuals as the director nominees for each meeting of stockholders at which directors are to be elected;
recommend members for each Board committee;
develop and maintain corporate governance policies applicable to the Company; and
oversee the evaluation of the Board and its several committees.
The following are the principal recurring responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request.
periodically determine the qualifications, qualities, skills and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the "Director Criteria");
evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval consistent with the then- applicable Director Criteria;
search for, identify, evaluate and select, or recommend for selection by the Board, candidates to fill new positions or vacancies on the Board consistent with the then applicable Director Criteria;
review and consider any nominations of or recommendations for director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the Company's certificate of incorporation and bylaws;
evaluate the performance of individual members of the Board eligible for re-election (including review of each member's time commitments and ability to properly discharge their duties, as described in the Company's Corporate Governance Guidelines), and recommend for the selection by the Board, the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected;
consider the Board's leadership structure, including the separation of the Chairman and Chief Executive Officer roles and/or appointment of a lead independent director of the Board, either permanently or for specific purposes, and make such recommendations to the Board with respect thereto as the Nominating and Corporate Governance Committee deems appropriate;
develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board;
evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons; and
evaluate the "independence" of directors and director nominees against the independence requirements of the Exchange, the applicable rules and regulations promulgated by the Securities and Exchange Commission and other applicable laws.
periodically review the structure and composition of each committee of the Board and make recommendations, if any, to the Board for changes to the committees of the Board, including changes in structure, composition or mandate of committees, as well as the creation or dissolution of committees; and
recommend to the Board persons to be members and chairpersons of the various committees.
develop and recommend to the Board a set of corporate governance guidelines applicable to the
Company;
periodically review the corporate governance guidelines approved by the Board and their application, and recommend any changes deemed appropriate to the Board for its consideration;
oversee the Company's corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company's corporate governance framework, including its certificate of incorporation and bylaws;
develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees, and oversee the conduct of this annual evaluation;
conduct a periodic review of the Company's succession planning process for the chief executive officer ("CEO") and any other members of the Company's executive management team, report its findings and recommendations to the Board, and assist the Board in evaluating potential successors to the CEO or other members of the Company's executive management team;
evaluate the participation of members of the Board in orientation and continuing education activities in accordance with applicable listing standards of the Exchange;
periodically review the Company's environmental, social and governance activities and
programs, including overall environmental, social and governance strategy, risks and opportunities, and, as appropriate, review public disclosure related to environmental, social and governance matters;
review the disclosure included in the Company's proxy statement regarding the Company's director
nomination process and other corporate governance matters;
review any proposals properly submitted by stockholders for action at the annual meeting of stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal;
oversee and annually review and assess the process by which the Company communicates with and otherwise engages its stockholders, and report stockholders' feedback to the Board, and review and discuss with management the disclosure regarding the operations of the Nominating and Corporate Governance Committee and director independence, and recommend that this disclosure be included in the Company's proxy statement or annual report on Form 10-K; and
periodically review the Company's human capital strategies, initiatives, and programs with respect to the Company's culture, talent, recruitment, retention, and employee engagement.
review and monitor compliance with the Company's Code of Business Conduct and Ethics and
approve any changes deemed appropriate;
consider questions of possible conflicts of interest of Board members and of corporate officers; and
review actual and potential conflicts of interest of Board members and corporate officers, other than transactions with related persons reviewed by the Audit Committee of the Board, and approve or prohibit any involvement of such persons in matters that may involve a conflict of interest or the taking of a corporate opportunity.
The Nominating and Corporate Governance 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 Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee meetings as apply to meetings of the Board under the Company's bylaws and other governing documents. The chairperson of the Nominating and Corporate Governance Committee shall preside at each meeting. The chairperson will approve the agenda for the Nominating and Corporate Governance Committee's 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 Nominating and Corporate Governance Committee members present. A majority of the total number of then-serving members of the Nominating and Corporate Governance Committee shall constitute a quorum. The approval by a majority of such quorum shall constitute a valid act of the Nominating and Corporate Governance Committee at a duly held meeting. The Nominating and Corporate Governance 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 Nominating and Corporate Governance 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 meetings of the Board.
The Nominating and Corporate Governance 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 Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.
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.