Dynatrace (DT) PRE 14APreliminary proxy

Rick McConnell

Notice is hereby given that Dynatrace, Inc. will hold its 2024 Annual Meeting of Stockholders online on Friday, August 23, 2024 at 1:00 p.m. Eastern Time, for the following purposes:

By Order of the Board of Directors,

Nicole Fitzpatrick

Executive Vice President, Chief Legal Officer and Secretary

Waltham, Massachusetts

This Proxy Statement includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s expectations related to industry trends and future financial and operational performance, and statements describing our strategy, outlook, plans, intentions, expectations or goals, including corporate governance, sustainability, and compensation strategies and the potential effects of the proposed amendment to our Charter (as defined in this Proxy Statement). These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this Proxy Statement that are not historical facts and statements identified by words such as "will," “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, our ability to maintain our revenue growth rates in future periods; market adoption of our product offerings; continued demand for, and spending on, our solutions; our ability to innovate and develop solutions that meet customer needs, including through Davis AI; the ability of our platform and solutions to effectively interoperate with customers’ IT infrastructures; our ability to acquire new customers and retain and expand our relationships with existing customers; our ability to expand our sales and marketing capabilities; our ability to compete; our ability to maintain successful relationships with partners; security breaches, other security incidents and any real or perceived errors, failures,

defects or vulnerabilities in our solutions; our ability to protect our intellectual property; our ability to hire and retain necessary qualified employees to grow our business and expand our operations; our ability to successfully complete acquisitions and to integrate newly acquired businesses and offerings; the effect on our business of the macroeconomic environment, associated global economic conditions and geopolitical disruption; the plans, intentions, or expectations disclosed in our forward-looking statements may not be achieved or do not have their intended effects; and other risks set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and our other filings with the Securities and Exchange Commission (the “SEC”). We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

Our executives are in certain ways measured and rewarded based on the company's or their personal achievement of certain non-GAAP financial measures, including non-GAAP operating income, and certain operational metrics, such as Annual Recurring Revenue (“ARR”). For additional information and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, please see Appendix A of this Proxy Statement.

This Proxy Statement contains information about the 2024 Annual Meeting of Stockholders of Dynatrace, Inc., which will be held online on August 23, 2024 at 1:00 p.m. Eastern Time.

The Board of Directors of Dynatrace, Inc. (the "Board") is using this Proxy Statement to solicit proxies for use at the Annual Meeting.

In this Proxy Statement, the terms “Dynatrace,” the “company," “we,” “us,” and “our” refer to Dynatrace, Inc. The mailing address of our principal executive offices is Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, Massachusetts 02451. Our fiscal year begins on April 1 and ends on March 31.

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about July 9, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Our proxy materials, including the Notice of 2024 Annual Meeting of Stockholders, this Proxy Statement, and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank, or other nominee), a voting instruction form, and the 2024 Annual Report for the year ended March 31, 2024 (the “2024 Annual Report”), will be mailed or made available to stockholders on the Internet on or about the same date.

Our Board is soliciting your vote for the Annual Meeting.

The Record Date for determination of stockholders entitled to vote at the Annual Meeting was the close of business on June 28, 2024.

There were [ ] shares of our common stock, par value $0.001 per share, outstanding on June 28, 2024, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. No shares of preferred stock were outstanding as of June 28, 2024.

This year’s Annual Meeting will be held virtually. To attend and participate in the Annual Meeting, stockholders will need to access the live webcast of the meeting. You are entitled to attend and participate if you were a stockholder as of the close of business on June 28, 2024 or hold a valid proxy for the meeting. Individuals who log in as a guest may attend the Annual Meeting, but are not entitled to vote or submit questions. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.

If you are a stockholder and wish to submit a question during the Annual Meeting, you may log into, and submit a question on, the virtual meeting platform by following the instructions included there. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. Questions from multiple stockholders on the same topic or that are otherwise related to a particular topic may be grouped, summarized, and answered together. If questions submitted are irrelevant to the business of the Annual Meeting or are out of order or not otherwise suitable for the conduct of the Annual Meeting, as determined by the Chair of the Board or Secretary in their reasonable judgment, we may choose to not address them. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting.

Participants should give themselves plenty of time to log in and ensure they have a strong Internet connection, and they can hear streaming audio prior to the start of the meeting.

Approximately 15 minutes prior to the start of and through the conclusion of the Annual Meeting, a support team will be ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website.

If you are a stockholder of record and complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by our Board on all matters presented in this Proxy Statement. In the event we receive proxies for disqualified or withdrawn director nominees, such votes for disqualified or withdrawn nominees in the proxies will be treated as abstentions.

If any other matters are properly presented for consideration at the Annual Meeting or any postponements or adjournments thereof, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting. If the Annual Meeting is adjourned, continued, or postponed, the proxy holders can vote your shares on the new Annual Meeting date as well, unless you revoke your proxy instructions as described above.

You may also authorize another person or persons to act for you as a proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If you are a stockholder of record, you may revoke your proxy by (1) following the instructions on the Notice and entering a new proxy vote by mail that we receive before the start of the Annual Meeting or over the Internet or by phone by the cutoff time of 11:59 p.m. Eastern Time on August 22, 2024; (2) attending and voting virtually at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy); or (3) filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Secretary. Any written notice of revocation or subsequent proxy card must be received

by our Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Secretary or sent to our principal executive offices at Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, Massachusetts 02451, Attention: Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

A majority of the shares entitled to vote, present in person or by remote communication, or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. As of the Record Date, there were [ ] shares of our common stock outstanding. Therefore, a quorum will be present if [ ] shares of our common stock are present, virtually in person or by proxy, representing a majority of all issued and outstanding shares of common stock entitled to vote as of the Record Date.

Shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

Your broker or nominee may have the discretion to vote those shares with respect to certain matters if they have not received instructions from you. Under the rules of the New York Stock Exchange (“NYSE”), brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. Proposal No. 2 is considered to be a “routine” matter under NYSE rules and thus if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 2.

A broker non-vote occurs when a broker, bank, or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals No. 1, 3, and 4 are considered to be “non-routine” under NYSE rules such that your broker, bank, or other agent may not vote your shares on those proposals in the absence of your voting instructions.

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, e-mails, or otherwise. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies. We have also retained Innisfree M&A Incorporated to provide consulting and analytic services in connection with the Annual Meeting for a fee of $20,000 plus reasonably incurred out of pocket fees and expenses.

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Our Board currently consists of eight members, seven of whom are non-employee, independent directors. In accordance with the terms of our certificate of incorporation and bylaws, our Board is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. Directors are expected to be elected to hold office for such three-year term or until the election and qualification of their successors in office, subject to their earlier resignation or removal.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Jill Ward and Kirsten Wolberg have each indicated a willingness to continue to serve as directors, if elected. If any of the nominees become unable or unwilling to serve, however, your proxy may be voted for a substitute nominee selected by our Board.

The election of directors requires a plurality of the votes properly cast "FOR" each nominee. Votes to "withhold" and broker non-votes will have no effect on the election of the nominees.

Nominees for Election as Class II Directors

The following are our two directors who are nominated for election at the Annual Meeting and sets forth their principal occupation and business experience during the last five years and their ages as of June 28, 2024.

On June 20, 2024, Chip Virnig notified the Board of his resignation effective as of July 31, 2024.

Board Experience and Skills Matrix

The Board believes that having a mix of directors with complementary backgrounds is necessary to meet its oversight responsibilities. We believe the Board collectively possesses the experience and skills needed for Dynatrace’s business and strategy.

The matrix below summarizes some of the top areas of experience and skills indicated by our seven directors who are nominees or otherwise continuing in office as of the Annual Meeting. This matrix is a summary and does not reflect every experience or skill that a director may possess.

Diversity

The Board believes that diversity in its membership is important to serving the long-term interests of stockholders. Our Corporate Governance Guidelines state that in identifying and evaluating candidates, the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee") considers diversity (including diversity of gender identity or expression, race, ethnicity, age, and sexual orientation) and any other factors the Nominating and Corporate Governance Committee considers appropriate. The Board has demonstrated its commitment to diversity through three of its four most recent director appointments. Most recently, in September 2023, Amol Kulkarni, who identifies as a racially and ethnically diverse person, was appointed to the Board as an independent director.

Tenure and Age

The following graphs set forth the tenure and age distributions as of June 28, 2024 of our seven directors who are nominees or otherwise continuing in office as of the Annual Meeting:

The average tenure of these directors was approximately 3.4 years and their average age was 59 years old.

Our company’s business and affairs are managed by or under the direction of the Board, acting on behalf of stockholders. The Board has delegated authority and responsibility to our company’s officers to manage the company’s day-to-day affairs. The Board has an oversight role and does not perform or duplicate the tasks of the CEO or senior management.

Our Board currently consists of eight members, seven of whom are non-employee, independent directors. As of the Annual Meeting, the Board will consist of seven members, six of whom are non-employee, independent directors. In accordance with the terms of our certificate of incorporation and bylaws, our Board is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. Depending on the Board’s assessment of our company’s needs and other factors, the Board reserves the right at any time to increase or decrease its size, subject to any applicable provisions in our company’s Charter.

Our Board has four standing committees. The composition and responsibilities of each committee is discussed later in this “Corporate Governance” section. Each committee member is independent.

Seven of our eight directors are independent. As of the Annual Meeting, six of our seven directors will be independent. Our Corporate Governance Guidelines provide that at least a majority of the Board shall be independent.

At least annually, the Board evaluates all relationships between our company and each director for the purposes of determining whether a material relationship exists that might represent a potential conflict of interest or otherwise interfere with the director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board then makes an annual determination of whether each director is independent within the meaning of applicable independence standards of the NYSE, the SEC, and our applicable committees.

In June 2024, the Board conducted its annual review of the independence of each director. Based on information submitted by each director concerning his or her background, employment, and affiliations, and upon the recommendation of the Nominating and Corporate Governance Committee, the Board determined that each of our directors (other than our CEO, Rick McConnell) has no material relationship with our company that might represent a potential conflict of interest or otherwise interfere with the director’s ability to satisfy his or her responsibilities as an independent director and that each of these directors is “independent” as that term is defined under NYSE listing standards. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and other facts and circumstances that our Board deemed relevant in determining their independence and eligibility to serve on the committees of our Board, including, without limitation, the transactions involving them described in the section of this Proxy Statement entitled “Certain Relationships and Related Party Transactions.”

The Board also determined that each member of each of the committees of the Board is independent within the meaning of applicable independence standards of the NYSE, the SEC, and applicable committees' standards, including Rule 10a-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Jill Ward has served as Chair of the Board since 2021. Jill is an independent, non-management director. The Chair is primarily responsible for overseeing the operations and affairs of the Board and acting as a liaison between management and the Board. Currently, the role of Chair is separated from the role of Chief Executive Officer. We believe that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chair to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. Our Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chair, particularly as the Board’s oversight responsibilities continue to grow. While our bylaws and our Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, our Board believes that having separate positions is the appropriate leadership structure for us at this time and reflects our commitment to strong corporate governance. If the Chair and Chief Executive Officer were to be the same person, the Board may consider appointment of a Lead Independent Director.

Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law, or otherwise to provide third parties with the right to nominate. For additional information, please see the section below titled “Our Director Nomination Process”.

The Thoma Bravo Funds (as defined in our Charter) previously made significant equity investments in our company and have reduced their ownership since our initial public offering (“IPO”) in 2019. Under our Charter, one of the Thoma Bravo Funds has certain director nomination rights based on the Thoma Bravo Funds' and their affiliates' beneficial ownership of our outstanding common stock. However, as of June 28, 2024, the Thoma Bravo Funds and their affiliates beneficially owned less than 5% of our common stock and are not entitled to nominate any of our directors. As disclosed earlier in this Proxy Statement, Chip Virnig is resigning from the Board on July 31, 2024. Chip was first nominated by one of the Thoma Bravo Funds to serve on our Board in 2015 and was most recently re-elected by our stockholders at our annual meeting in August 2022 for a three year term that was scheduled to expire in 2025. Seth Boro served on our Board as a nominee of one of the Thoma Bravo Funds for part of fiscal 2024 and resigned from the Board in February 2024 after serving as a director for just over nine years. The Thoma Bravo Fund that has previously nominated directors to our Board was not required to comply with the advance notice requirements with respect to the nomination of directors in our bylaws.

Board’s Risk Oversight Role

Risk is inherent to every business. We face a number of risks, including risks relating to our financial condition, development, and commercialization activities, operations, strategic direction, and intellectual property. Management is responsible for the day-to-day management of risks we face, while our Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of our Board in overseeing the management of our risks is conducted primarily through committees of the Board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The company has a comprehensive enterprise risk management (“ERM”) program to identify, prioritize as to likelihood and magnitude, and continuously monitor the various short-term and long-term risks that Dynatrace faces and how they are being addressed. The full Board (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management the company’s major risk exposures, their potential impact on Dynatrace, and the steps that the company is taking to manage them. When a committee of our Board is responsible for evaluating and overseeing the management of a particular risk or risks, the chair of the relevant committee reports on the committee meeting to the full Board. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

While the Board has ultimate risk oversight responsibility, the Board’s committees are primarily responsible for overseeing the following risk areas, among others:

The following table sets forth the current membership of the Board’s four committees as of June 28, 2024.

The Audit Committee of the Board’s (the "Audit Committee") responsibilities include:

Our Board has designated Steve Lifshatz as an “Audit Committee Financial Expert,” as defined under applicable SEC rules.

The Compensation Committee’s responsibilities include:

None of the members of our Compensation Committee (Michael Capone, Amol Kulkarni, and Stephen Lifshatz) is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or Compensation Committee.

The Nominating and Corporate Governance Committee’s responsibilities include:

The Nominating and Corporate Governance Committee regularly assesses the qualifications, experience, and skills of our current directors and the need for new directors. Related to this, the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law, or otherwise to provide third parties with the right to nominate.

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee, and our Board. During fiscal 2024, our Nominating and Corporate Governance Committee engaged the services of a well known recruiting firm to assist in identifying, obtaining, and assessing background information relating to potential candidates.

The Nominating and Corporate Governance Committee uses the following guidelines to identify and evaluate any individual recommended for nomination to the Board:

The qualifications that our Nominating and Corporate Governance Committee believes must be met by a committee-recommended nominee for a position on our Board are as follows:

In selecting nominees for directors, the Nominating and Corporate Governance Committee will review candidates properly recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our Board. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described in this Proxy Statement under the heading “Additional Information.” The Nominating and Corporate Governance Committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations as described later in this Proxy Statement under the heading “Additional Information.”

The Board conducts an annual self-assessment to determine whether it and its committees are functioning effectively.

The Board Chair and the Nominating and Corporate Governance Committee initially determine the approach for the self-assessment process. Directors are then asked to evaluate the performance of the Board. Each committee also conducts its own self-assessment. Feedback from this process is reviewed by the Board Chair, who then provides a report to the full Board.

Following completion of the self-assessment process, the Chair and other directors develop appropriate action plans to address the feedback. Directors are also encouraged to provide ongoing feedback during the year outside of the formal self-assessment process.

Our Board has a director continuing education program that provides opportunities to learn and stay current as Board members. As part of regularly scheduled Board/committee meetings, the Board periodically receives updates from outside legal counsel, the Compensation Committee’s independent consultant, and the company’s independent auditors. Directors are also informed through periodic updates and presentations provided by Dynatrace management regarding the company’s products, operations, performance, and industry.

 

As part of the Board’s individual director education approach, directors are encouraged to choose from among well-regarded third-party programs and seminars. Fees and reasonable out of pocket expenses are covered by our company and include membership in the National Association of Corporate Directors (NACD). 

Newly appointed or elected directors also receive an orientation program in connection with joining the Board.

For purposes of the guidelines, stock ownership only includes shares of common stock that a director either owns directly or otherwise beneficially owns and does not include shares of common stock underlying unvested time-based restricted stock units ("RSUs") and other unvested, unsettled and/or unexercised equity awards.

Directors are encouraged to attend the annual meeting of stockholders to the extent practicable. Four of our eight directors serving on the Board at the time attended our 2023 annual meeting.

We value the feedback that we receive from our investors. As part of our corporate governance practices, we actively engage each year with our largest stockholders on a wide range of topics, including our financial and operating performance, corporate/growth strategy, corporate governance policies and practices, executive compensation policies and practices, diversity, equity, inclusion and belonging goals, and other sustainability matters. Our stockholder outreach efforts are primarily led by our head of Investor Relations and have included our Chief Financial Officer, Chief Legal Officer, Board Chair (who is also the Chair of the Nominating and Corporate Governance Committee), and the Chair of the Board’s Compensation Committee. During fiscal 2024, we proactively reached out to more than 30 of our largest institutional stockholders and subsequently held meetings with stockholders representing over 25% of our outstanding common stock, based on ownership at the time of outreach. Our outreach efforts did not include the Thoma Bravo Funds, which, together with their affiliates, beneficially owned approximately 18% of our common stock at the time of our outreach and beneficially owned less than 5% of our common stock as of June 28, 2024. These efforts result in meaningful conversations on matters of importance to our stockholders, and feedback received is discussed by the Board or, as applicable, the Nominating and Corporate Governance Committee or Compensation Committee. Recent examples of our responses to stockholder feedback include the following:

Our non-employee director compensation policy, as described below, is designed to ensure that the compensation of non-employee directors aligns the directors’ interests with the long-term interests of the stockholders, that the structure of the compensation is simple, transparent and easy for stockholders to understand, and that our directors are fairly compensated. This policy is also intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors. Under our non-employee director compensation policy, employee directors do not receive additional compensation for their services as directors. Rick McConnell is the only employee director on the Board.

Cash retainers are paid in quarterly installments and may be pro-rated based on the number of actual days served by the director during the calendar quarter. The Compensation Committee has discretion to pro-rate the first annual equity award for a director who joins the Board within six months of the next annual meeting of stockholders, based on the number of months served rounded up to the nearest month. Vesting of any equity award ceases if a director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines that circumstances warrant continuation of vesting. In addition, all equity awards will become 100% vested and exercisable in the event of change in control of our company (as defined in the non-employee director compensation policy as a “Sale Event”, which is defined in our 2019 Equity Incentive Plan).

Committee members receive the following additional annual retainers due to the workload and broad-based responsibilities of the committees:

The table below presents the total compensation for each person who served as a non-employee director during fiscal 2024. During fiscal 2024, Rick McConnell, our current CEO, was a member of our Board and received no additional compensation for his service as a director. Please see the “Executive Compensation” section for more information about Rick McConnell’s compensation for fiscal 2024.

With these topics at the forefront, we have embedded our sustainability strategy into our business priorities, mission, purpose, vision, and values.

Sustainability at Dynatrace is overseen by management as well as by the Board. We have a cross-functional Sustainability Executive Steering Committee that guides our approach and drives our initiatives. This committee reports on our progress to the Dynatrace Leadership Team (which is led by our CEO), ensuring alignment of our sustainability strategy to our core business goals. For more information regarding how sustainability-related risks are overseen by the Board and its committees, please see the “Corporate Governance” section of this Proxy Statement.

Over the last year, we continued to develop and implement programs that drive progress on our sustainability initiatives. Later this year, we plan to share our progress in a new Global Impact Report.

A representative of EY is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

From time to time, our Audit Committee pre-approves specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During fiscal 2024 and fiscal 2023, no services were provided to us by EY or BDO other than in accordance with the pre-approval policies and procedures described above.

The Audit Committee is a committee of the Board comprised solely of financially literate independent directors as required by the listing standards of the New York Stock Exchange and the rules and regulations of the SEC. The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to (1) the integrity of our financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements; (2) the qualifications, independence, and performance of our independent registered public accounting firm; (3) the performance of our internal audit function; and (4) other matters as set forth in the charter of the Audit Committee approved by the Board.

Management is responsible for the preparation of our financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes as more specifically set forth in its charter.

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers as disclosed in our annual proxy statement in accordance with the compensation disclosure rules of the SEC.

Background

As discussed in more detail below, in light of these changes to Delaware law, the Board determined that it is advisable and in the best interests of our company and our stockholders to amend the Charter to extend exculpation protection to our officers. The Board adopted and approved the proposed exculpation amendment to the Charter (the "Proposed Amendment"), subject to approval by stockholders at the Annual Meeting.

The Proposed Amendment does not affect our directors, as the Charter already provides for the exculpation of directors as historically permitted by the DGCL.

The Proposed Amendment is a result of the Board's ongoing review of corporate governance best practices given recent changes in Delaware law.

The Board believes that the Proposed Amendment is necessary to continue to attract and retain experienced and qualified officers. The Board believes that in the absence of such protection, qualified officers might be deterred from serving as officers of our company due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. The nature of the role of officers often requires them to make decisions on crucial matters. Frequently, officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower officers to best exercise their business judgment in furtherance of stockholder interests. Some of our peers have already adopted, and we expect others to adopt, exculpation clauses that limit the personal liability of officers in their certificates of incorporation, and failing to adopt the Proposed Amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the potential exposure to liabilities, costs of defense, and other risks of proceedings exceeds the benefits of serving as an officer of our company.

Text of the Proposed Amendment

The Proposed Amendment, which is attached in full as Appendix B to this Proxy Statement, would amend our Charter by adding a new article to reflect the Delaware law provisions regarding exculpation of officers as follows:

To the fullest extent permitted by the DGCL, an Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as an officer of the Corporation, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for any transaction from which the Officer derived an improper personal benefit; or (d) arising from any claim brought by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Officers, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this ARTICLE XIII, “Officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).

Any amendment, repeal or modification of this ARTICLE XIII by either (i) the stockholders of the Corporation; or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as an Officer at the time of such amendment, repeal or modification.”

Timing and Effect of the Proposed Amendment

If the Proposed Amendment is not approved by our stockholders, our Charter will remain unchanged.

In accordance with the DGCL, notwithstanding stockholder approval of the Proposed Amendment, the Board may elect to abandon the Proposed Amendment without further action by our stockholders at any time prior to the effectiveness of its filing.

The approval of this proposal requires the affirmative vote of holders of a majority of the shares of our capital stock outstanding and entitled to vote as of the Record Date. Abstentions and broker non-votes will have the effect of a vote against the Proposed Amendment.

The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer.

This Compensation Discussion and Analysis section describes our executive compensation program and explains our compensation principles and each component of compensation paid to our named executive officers.

Our named executive officers for the fiscal year ended March 31, 2024 are:

The following discussion should be read together with the compensation tables and related disclosures set forth below.

We delivered strong fiscal 2024 financial results in a dynamic macroeconomic environment, demonstrating the durability of our business model. We continued to see a growing number of companies looking to consolidate often ineffective and costly monitoring tools into an end-to-end observability platform. We believe that our unified platform, contextual analysis, AI leadership, and automation differentiate us in the market and empower us to capture this opportunity.

We believe in a disciplined and balanced approach to operating our business. We plan to continue driving innovation to meet customers’ needs and grow our customer base. We also plan to invest in future growth opportunities that we expect will drive long-term value, while leveraging our global partner ecosystem, optimizing costs, and improving efficiency and profitability.

Highlights of our fiscal 2024 executive compensation program included the following:

In June 2024, the Compensation Committee made executive compensation decisions for our fiscal 2025. As discussed in more detail below, the Compensation Committee introduced PSUs based on a relative total stockholder return ("rTSR") performance metric for fiscal 2025 long-term incentive awards.

The table below sets forth the composition of fiscal 2025 long-term incentive awards for our named executive officers:

Time-based RSUs continued to be included in fiscal 2025 long-term incentive awards, reflecting market practice and providing an element of compensation that supports retention and alignment with stockholders.

Fiscal 2025 annual short-term incentive awards for our named executive officers are weighted 65%/35% between two financial performance metrics (ARR and Non-GAAP Operating Income). This reflects a greater emphasis on ARR relative to the short-term incentive plan design in fiscal 2024.

Our executive compensation program philosophy is to:

We provide our named executive officers with a significant portion of their compensation through cash incentive compensation determined based upon the achievement of financial performance metrics, as well as through equity compensation, half of which is also determined based upon achievement of performance goals. These two elements of executive compensation are aligned with the interests of our stockholders because the amount of compensation ultimately received will be directly related to our financial and operational performance. Equity compensation derives its value from the appreciation of shares of our common stock, which in the future is likely to fluctuate based on our financial and operational performance.

Approximately 96% of our Chief Executive Officer’s target fiscal 2024 compensation was variable or "at risk" and provided through short-term and long-term incentive awards. An average of approximately 92% of the target fiscal 2024 compensation for our other four named executive officers was variable and "at risk" and provided through short-term and long-term incentive awards.

The compensation of our named executive officers in fiscal 2024 consisted of the following components. We describe each of these components later in this section.

On an annual basis, with support from Compensia, the Compensation Committee undertakes a comprehensive review of our approach to executive compensation. This review incorporates market perspectives from our peer group companies as well as consideration given to our compensation objectives and desired emphasis on variable, at-risk compensation.

The Compensation Committee will continue to monitor our programs in the context of evolving market practice and our compensation objectives to ensure that we continue to attract, motivate and retain talented executives who can support our growth and long-term stockholder value creation.

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an annual non-binding advisory vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules which includes the "Say-on-Pay" vote. The Say-on-Pay vote gives our stockholders the opportunity to express their views on our named executive officers’ compensation. At the fiscal 2023 annual meeting of stockholders held in August 2022, approximately 93% of votes cast supported our executive compensation program. Our company was mindful of the support that our stockholders expressed for our executive officer compensation programs and, as a result, we decided to retain our general approach to our executive compensation programs for fiscal 2024. At our fiscal 2024 annual meeting of stockholders held in August 2023, approximately 95% of votes cast supported our executive compensation program. Because we place very high value on the opinions of our stockholders, the Board and the Compensation Committee will consider the outcome of the Say-on-Pay vote described in Proposal No. 3 of this Proxy Statement, as well as feedback received from stockholders throughout the year, when making compensation decisions for our executive officers in the future.

Our senior human resources and legal executives support the Compensation Committee in designing our executive compensation program and analyzing competitive market practices. In addition, members of management, including our Chief Executive Officer and Chief People Officer, regularly participate in Compensation Committee meetings to provide input on our compensation philosophy and objectives.

Our Chief Executive Officer also evaluates the performance of our executive officers and provides recommendations to our Compensation Committee regarding the compensation of our executive officers (other than with respect to his own compensation). The Compensation Committee reviews and discusses these recommendations and proposals with our Chief Executive Officer and uses them as one factor in determining and approving the compensation for our named executive officers. None of our executive officers attend any portion of Compensation Committee meetings at which their compensation is discussed.

For fiscal 2024, our Compensation Committee engaged Compensia, Inc. as its independent compensation consultant to advise on executive compensation matters including: overall compensation program design, peer group development and updates, and benchmarking executive officer and director compensation programs. Compensia reports directly to our Compensation Committee. Our Compensation Committee has assessed the independence of Compensia consistent with NYSE listing standards and has concluded that the engagement of Compensia does not raise any conflict of interest.

The Compensation Committee directs Compensia to provide it with competitive market data and analysis based on a select group of peer companies and published compensation survey data, as well as information about current market practices and trends, compensation structures and peer group compensation ranges. The competitive market data Compensia provides is based on a compensation peer group selected and approved by the Compensation Committee with input and guidance from Compensia, and published compensation survey data in cases where there is insufficient data for specific executive positions with the peer group companies. The compensation peer group is comprised of companies that are considered similar to us at the time of selection based on industry, business model and type of software, and various financial criteria, including revenue, profitability, market capitalization and revenue growth rate.

Compared to the peer group, Dynatrace ranked at the 43rd percentile for revenue and 48th percentile for market capitalization.

To support fiscal 2025 decision-making, the Compensation Committee reviewed and approved updates in October 2023 to remove Coupa Software, DigitalOcean Holdings, New Relic, RingCentral, and The Trade Desk and to add Nutanix, UIPath, and Samsara.

Our executive compensation benchmarking also included survey data provided by Radford, a business unit of Aon Hewitt Consulting, representing publicly traded software companies with revenue levels and market capitalization levels comparable to ours. Radford did not provide compensation consulting services to the Compensation Committee during fiscal 2024.

Notwithstanding the similarities of the fiscal 2024 peer group to Dynatrace, due to the nature of our business and our industry, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential.

In determining the compensation of our executive officers, our Compensation Committee considered the market data provided by Compensia, peer data supplemented by Radford survey data where peer benchmarks were not available, and other factors outlined below in “Compensation-Setting Factors.” The Compensation Committee generally does not specifically benchmark the compensation of any individual to a precise percentile within the range of compensation found in the market and survey data. In addition, the Compensation Committee does not have a set formula by which it determines how much of the named executive officer’s compensation is fixed rather than variable or at risk.

The Compensation Committee and the Board also considered other criteria, including market factors, the experience level of the executive, and the executive’s performance against established company and individual goals in determining variations to this general target range.

The Compensation Committee reviews compensation annually for all our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation for comparable positions in the market, the historical compensation levels of our executives, company-wide and individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders, and the desire to incent a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of base salary, bonus and long-term equity incentives.

Our Compensation Committee has historically determined our executives’ compensation and consults with the full Board in determining the compensation of our Chief Executive Officer. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer.

Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee discusses and ultimately approves the base salaries and cash incentive bonuses for our executive officers without members of management present. The Compensation Committee also reviews its decisions with the full Board, and considers any input received.

When reviewing and approving the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors:

These factors provide the framework for determining the compensation of each of our executive officers, including our named executive officers. The Compensation Committee does not assign relative weights or rankings to these factors, and does not consider any single factor as determinative in the compensation of our executive officers. Rather, the Compensation Committee and our Board, as applicable, rely on their own knowledge and judgment in assessing these factors and making compensation decisions.

We provide base salaries to our named executive officers to provide them with a fair and competitive base level of compensation for services rendered during the year. Base salaries may be adjusted in the event of a promotion or significant change in responsibilities.

The table below sets forth the base salary for each of our named executive officers as of March 31, 2024 and 2023. After evaluating the competitive positioning of our named executive officers’ base salaries in the context of our overall compensation philosophy, the Compensation Committee approved base salary increases between approximately 3.2% and 12.7% for fiscal 2024. Annual base salary increases for Rick McConnell, Jim Benson, and Bernd Greifeneder were in line with market increases, while Matthias Dollentz-Scharer's annual base salary increase was larger based in part on his market positioning relative to benchmarks.

Our annual STI plan motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his annual base salary. Target annual bonuses are determined with respect to the same corporate objectives and formula for all of our executive officers, including our named executive officers, who are at the same level, and represent a specific percentage of annual base salary.

In the first quarter of fiscal 2024, the Compensation Committee reviewed and approved the fiscal 2024 target annual bonuses of our named executive officers below (except for Dan Zugelder, whose target annual bonus was approved when he joined the company later in fiscal 2024). Bernd Greifeneder's target annual bonus (as a percentage of his base salary) for fiscal 2024 increased in part based on his market positioning relative to benchmarks.

In May 2024, the Compensation Committee determined that our company’s financial performance was equal to 73.5% and 139.1% of ARR and NGOI targets for fiscal 2024, respectively. As a result, the weighted payout for the fiscal 2024 STI plan applicable to our named executive officers was equal to 106.3% of target. Actual performance for ARR is reported based on foreign exchange rates used in our Board-approved fiscal 2024 plan, which differ from rates used in our external reporting of financial results.

In light of the achievement under the 2024 STI plan, the percentage of base salary and the actual cash incentive bonus amounts as a percentage of base salary that were approved by our Compensation Committee and paid to our named executive officers are set forth in the table below.

Our long-term incentive program is designed to:

The market for qualified and talented executives is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. In this Proxy Statement, references to “restricted stock units” are to PSUs and time-based RSUs collectively.

For annual equity awards to our executives in fiscal 2024, our Compensation Committee granted:

The following table sets forth the target number of PSUs and the number of RSUs granted to our named executive officers as part of fiscal 2024 annual equity awards and as part of sign-on equity awards:

The RSUs granted on June 5, 2023 vest over three years, with 33% of the shares vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments over the following two years, provided that the executive officer remains employed by the company through the applicable vesting date. The vesting of Dan Zugelder's sign-on RSUs is discussed later in this Proxy Statement.

The PSUs vest over three years and include a one-year financial performance condition, with 33% of the earned PSUs vesting on the first anniversary of the grant date or, if later, the date on which achievement of the PSU metrics is determined for the performance period, and the remainder vesting in equal quarterly installments over the following two years. The number of shares that may be earned pursuant to the PSUs is based 50% upon the company’s achievement of a revenue target, and 50% upon the company’s achievement of an NGOI target. The table below sets forth the threshold, target, and maximum revenue and NGOI goals for the PSUs.

The table below sets forth the actual revenue and NGOI results for fiscal 2024 and achievement of the revenue and NGOI goals as a percentage of target. Actual performance for revenue is reported based on foreign exchange rates used in our Board-approved fiscal 2024 plan, which differ from rates used in our external reporting of financial results.

In May 2024, the Compensation Committee determined that the company performance was equal to 99.7% and 107.8% of revenue and NGOI targets for the fiscal year, respectively. As a result, the weighted payout for the PSUs was equal to 136.0% of target.

During our fiscal 2022, the Compensation Committee approved one-time grants of PSUs tied to ARR goals over a multi-year time horizon (“ARR PSUs”). For Bernd Greifeneder and Matthias Dollentz-Scharer, these PSUs supplemented their annual long-term incentives. These PSUs were tied to challenging ARR targets for fiscal 2022, 2023, and 2024. Our Compensation Committee considered these PSUs to be a valuable and important tool for motivating and retaining executives through a critical phase of our company’s growth, building on the significant stockholder value creation from our IPO in 2019 and providing incentive for future growth. For Rick McConnell, a component of these PSUs (solely in relation to ARR targets for fiscal 2023 and 2024) were granted to him as an element of his sign-on equity in connection with his appointment as our Chief Executive Officer. Jim Benson and Dan Zugelder did not receive ARR PSUs.

The table below sets forth the target number of ARR PSUs granted to our named executive officers related to fiscal 2024 performance:

ARR PSUs were eligible to vest following completion of the performance period, subject to the company’s achievement of an ARR target for the specified fiscal year and provided that the executive officer remained employed by the company through the applicable vesting date. No ARR PSUs vested with respect to any year if the company failed to achieve threshold performance (95% of the applicable target ARR for that year), and achieving maximum performance (110% of the applicable target ARR for that year) would have resulted in the issuance of 150% of the target number of shares that could be issued for that year. These PSUs were not carried forward from year to year. If they were not earned in any given year, they would be terminated for that year.

The table below sets forth the threshold, target, and maximum ARR goals for these PSUs for fiscal 2024 as well as the actual ARR results for fiscal 2024 and achievement of the ARR goal as a percentage of target for fiscal 2024. The ARR targets for these PSUs were set in May 2021 and the fiscal 2024 target for these awards differs slightly from the ARR target set in May 2023 for purposes of fiscal 2024 STI awards (as discussed in more detail earlier in this section). For purposes of these PSUs, ARR performance is reported based on foreign exchange rates used in our Board-approved fiscal 2022 plan, which differ from rates used in our external reporting of financial results. As set forth in the table below, none of the ARR PSUs for fiscal 2024 were paid out as ARR did not achieve threshold performance.

Our executive officers, including our named executive officers, are eligible to participate in the same employee benefit plans that are generally available to all of our employees working in the same country, subject to the satisfaction of certain eligibility requirements, such as medical, dental, and life and disability insurance plans. We pay, on behalf of our employees, all or a portion of the premiums for health, life, and disability insurance.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we provide a limited amount of perquisites to our named executive officers. In the future, we may continue to provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual named executive officer in the performance of their duties, to make them more efficient and effective, and for recruitment, motivation or retention purposes.

We have entered into employment agreements with each of our named executive officers, which provide assurances of specified benefits to our named executive officers in the event of an involuntary termination of their employment for reasons other than for death, disability, or in the case of cause or a voluntary termination of their employment for good reason, in either case, under the circumstances described in their employment agreements. The terms of these agreements were developed with input from Compensia regarding severance practices at comparable companies, and are designed to attract, retain, and reward senior level employees.

We believe that these protections serve our retention objectives by helping our named executive officers and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the company. For more information, see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.”

We have equity ownership guidelines to further align the interests of our executive officers with those of our stockholders. Under the guidelines, our Chief Executive Officer is expected to hold common stock valued at a multiple of five times his base salary and our other executive officers are expected to hold common stock valued at a multiple of two times their base salary. For purposes of these guidelines, stock ownership only includes shares for which the executive has direct or indirect ownership or control, but does not include unexercised stock options, unvested restricted stock units, and other unvested, unsettled and/or unexercised equity awards. Executives are expected to meet their ownership guidelines within five years of becoming subject to the guidelines.

In October 2023, we adopted a new Compensation Recovery Policy (the “Clawback Policy”) that complies with NYSE listing rules. The Clawback Policy provides that if we are required to prepare a restatement of our previously-issued financial statements due to our material non-compliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then we will, subject to certain limited exceptions described in the Clawback Policy and permitted under final NYSE listing rules, recover any "Erroneously Awarded Compensation" from any current or former executive officer. For purposes of the Clawback Policy, "Erroneously Awarded Compensation" means the amount of any "Incentive-Based Compensation" received by an executive officer on or after the effective date of the Clawback Policy and during the three fiscal years immediately preceding the date that we are required to restate our financial restatements that was in excess of the amount the executive officer would have received if the compensation had been calculated based on the financial results reported in the restated financial statements. "Incentive-Based Compensation" means any compensation provided that is granted, earned, or vested based in whole or in part upon the attainment of a financial reporting measure. The new Clawback Policy amended and restated our previous policy, which will continue to apply to incentive-based compensation received prior to October 2, 2023 (the effective date of the Clawback Policy).

We have adopted an insider trading policy and related Rule 10b5-1 trading plan policy that we believe are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations, and NYSE listing standards.

Our insider trading policy prohibits our officers, directors, employees, designated consultants, and their affiliated persons from trading in company securities while in possession of material nonpublic information about our company. The policy also prohibits tipping (i.e., disclosing material nonpublic information about our company to others who may trade of the basis of that information).

Under our insider trading policy, designated insiders may only trade in company securities during open trading windows at a time when they do not possess material nonpublic information about our company. We also require our executive officers, directors, and certain other employees to receive approval before trading in company securities.

Our insider trading policy also expressly prohibits short sales; purchases or sales of puts, calls, or other derivative securities or hedging transactions; using company securities as collateral in a margin account; or pledging company securities as collateral for a loan.

Any waiver of the provisions of this policy requires the approval of our Audit Committee. To date, no such requests have been made or approved.

We have adopted an additional policy that governs adoption, modification and termination of written securities trading plans, known as Rule 10b5-1 plans, by our directors, executive officers and certain other persons ("Covered Persons"). These plans are intended to take advantage of a safe harbor provided under SEC rules from liability for violating federal antifraud prohibitions that proscribe certain insider trading, including Section 10(b) of the Exchange Act. A qualifying Rule 10b5-1 plan may only be entered into when the individual is not in possession of material nonpublic information about the company and must authorize a broker to buy or sell shares of our common stock on a periodic basis pursuant to parameters established by the Covered Person when entering into the plan, without further direction from them. A Covered Person may amend or terminate a Rule 10b5-1 plan in certain circumstances. Our policy provides that all Rule 10b5-1 plans must comply with SEC rules applicable to the Rule 10b5-1 safe harbor and imposes additional requirements and limitations. A Covered Person also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy.

Under a policy adopted by our Board, we have adopted the following equity award grant practices and procedures. We do not time our equity grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of awards. We generally make awards only on pre-determined dates to ensure that equity awards cannot be timed to take advantage of material, nonpublic information.

Our annual equity awards are granted after our fourth quarter and fiscal year financial results have been announced publicly, within a trading window under our company's insider trading policy. Grants of annual equity awards to current employees will be made during our first fiscal quarter, effective on June 5, and are approved by the Compensation Committee.

Grants of off-cycle equity awards for new hires, promotions, or retention are generally made once per month effective on or around the 15th day of each month. The Compensation Committee also has authority to grant off-cycle equity awards. In April 2024, the Board delegated the Chief Executive Officer with non-exclusive authority to grant up to a specified dollar amount of off-cycle new hire, promotion and retention-related RSUs and PSUs during each fiscal year of the company to employees who are below the Senior Vice President level and not otherwise Section 16 officers of the company (which include all of our executive officers). Unless otherwise approved by the Compensation Committee, any such awards approved by the Chief Executive Officer during a fiscal year may not have a grant date value more than a specified amount per individual (depending on level in our company) and must reflect grants within banding or other award-related guidelines approved from time to time by the Board or the Compensation Committee.

For grants of RSUs and PSUs, the number of shares subject to each equity award is calculated by dividing the dollar value of the approved award by the 30-day closing price average of our common stock on the NYSE through the day of grant, rounded up to the nearest one share. For grants of stock options, the exercise price will be equal to (or, if specified in the approval of a stock option award, greater than) the closing market price on the NYSE of one share of our common stock on the effective date of the grant, or, if no closing price is reported for such date, the closing price on the last preceding date for which a closing price is reported.

Under our policy, any grants of equity awards that are stock options, stock appreciation rights, or similar option-like awards will only be granted to an executive officer during a trading window under our company's insider trading policy and on a date that is two business days after our company files a Form 10-K, Form 10-Q, or Form 8-K that includes material nonpublic information (including, without limitation, earnings information). We did not grant any stock options, stock appreciation rights, or similar option-like awards in fiscal 2024.

In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, the Compensation Committee considers a variety of factors, including the potential impact of the deduction limit under Section 162(m) of the Internal Revenue Code. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m) of the Internal Revenue Code. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals. The Compensation Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense.

Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code.

Section 409A of the Internal Revenue Code imposes additional significant taxes in the event that an executive officer, director, or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Internal Revenue Code. Section 409A of the Internal Revenue Code applies to our Deferred Compensation Plan and may apply to certain severance arrangements, bonus arrangements, and equity awards. We structure all our severance arrangements, bonus arrangements, and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation—Stock Compensation (“ASC 718”) for our stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, including stock options and restricted stock unit awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. As described more fully above, we structure our pay to consist of both fixed and variable compensation. We believe this structure motivates our executives to produce superior short- and long-term results that are in the best interests of our company and stockholders in order to attain our ultimate objective of increasing stockholder value, and we have established, and our Compensation Committee endorses, several controls to address and mitigate compensation related risk. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

The following table presents the compensation awarded to, earned by and paid during the fiscal years ended March 31, 2024, 2023, and 2022 for each of our named executive officers.

The following table shows information regarding grants of plan-based awards during the fiscal year ended March 31, 2024 to the company’s named executive officers.

The following table presents information regarding all outstanding equity-based awards held by each of our named executive officers on March 31, 2024.

As discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement, one-time ARR PSUs granted to Rick McConnell, Bernd Greifeneder, and Matthias Dollentz-Scharer which were based on fiscal year 2024 ARR performance did not vest and are not reflected in the table above.

The following table sets forth, for each of the named executive officers, information with respect to the exercise of stock options and the vesting of restricted stock unit awards during the year ended March 31, 2024.

Non-Qualified Deferred Compensation Plan

The following table sets forth information with respect to deferrals made by Jim Benson, who was the only named executive officer participating in the Deferred Compensation Plan during fiscal 2024.

Potential Payments Upon Termination or Change in Control

We have entered into employment agreements with each of our named executive officers. Each of these agreements provides for “at will” employment (subject to any applicable notice periods) and sets forth terms and condition of employment, including base salary, target annual bonus opportunity and standard employee benefit plan participation.

In addition, each of our named executive officers has entered into an agreement with us which contains protections of confidential information, requires the assignment of inventions, and contains other restrictive covenants.

In designing the compensation package for our new Chief Revenue Officer, the Compensation Committee (advised by its independent compensation consultant, Compensia) sought to deliver a competitive level of compensation that aligned with our corporate objectives. The Compensation Committee, with input from Compensia, received market data among companies in our compensation peer group as well as new hire equity compensation among recently hired Chief Revenue Officers of comparable public companies. In addition to market data, the Compensation Committee considered the competitive market for talent, experienced Chief Revenue Officers and the relevance of Dan’s background, which includes over 30 years working in the technology industry and a proven track record of executive management, sales leadership at significant scale, and global customer engagement.

Dan Zugelder is party to an employment agreement with us that became effective in July 2023 when he joined our company. This employment agreement has no specific term and constitutes at-will employment. Under the agreement, we agreed to pay Dan an initial base salary of $475,000, which will be reviewed annually and is subject to change from time to time by our Compensation Committee in its discretion. Under the agreement, Dan is eligible to receive annual incentive compensation with a target of not less than 100% of his base salary, subject to the terms of applicable incentive compensation plans. Dan's fiscal 2024 short-term incentive award was pro-rated based on the number of days that he was employed by our company in fiscal 2024. Pursuant to Dan's

Bernd Greifeneder is party to an employment agreement with us that became effective in August 2019. This employment agreement has no specific term. Bernd’s annual base salary as of March 31, 2024 was EUR 397,292, which will be reviewed annually and is subject to change from time to time by our Compensation Committee in its discretion. Bernd is also eligible to receive an annual bonus based upon the achievement of business metrics established by our Compensation Committee under and subject to the terms of our annual short-term incentive plan. Bernd’s target annual bonus for fiscal 2024 was 70% of his base salary and is subject to review and change from time to time by our Compensation Committee or Board in its discretion. Bernd is also entitled to participate in all employee benefit plans and vacation policies in effect for our Austrian employees.

In July 2022, Matthias Dollentz-Scharer was promoted to Senior Vice President, Chief Customer Officer when we combined our Services and Business Insights teams. Matthias was previously our Senior Vice President, Business Operations. As part of his substantially increased scope in role, Matthias became an executive officer of our company in connection with his promotion.

Matthias Dollentz-Scharer is party to an employment agreement with us that became effective in September 2019. This employment agreement has no specific term. Matthias’ annual base salary was EUR 373,898 as of March 31, 2024. Matthias’ annual base salary is to be reviewed annually and is subject to change from time to time by our Compensation Committee in its discretion. Matthias is also eligible to receive an annual bonus based upon the achievement of business metrics established by our Compensation Committee under and subject to the terms of our annual short-term incentive plan. Matthias’ target annual bonus for fiscal 2024 was 60% of his base salary and is subject to review and change from time to time by our Compensation Committee or Board in its discretion. Matthias is also entitled to participate in all employee benefit plans and vacation policies in effect for our Austrian employees. In addition, the company makes contributions on behalf of Matthias to an Austrian defined contribution retirement plan.

Pursuant to the employment agreements with our named executive officers, if a named executive officer's employment is terminated by us without cause, or good cause as defined in the employment agreements, or by the named executive officer for good reason (for Bernd Greifeneder and Matthias Dollentz-Scharer, good cause), as defined in the employment agreements, or in connection with a change in control (a "Sale Event," as defined in our 2019 Equity Incentive Plan) and subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the named executive officers will be entitled to receive the benefits described below.

Pursuant to Rick McConnell’s amended and restated employment agreement, if his employment is terminated without cause, as such term is defined in his employment agreement, or if Rick McConnell terminates his employment for good reason, as such term is defined in the employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated and 100% of his target bonus for the then-current year, with payments made ratably over a 12 month period, and (ii) subject to Rick’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, pay up to 12-monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company.

If Rick McConnell’s employment is terminated without cause or he terminates his employment for good reason either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, then in lieu of the payments and benefits set forth above, he would be entitled to (i) a lump-sum cash severance payment equal to the sum of 24 months of his then-current base salary and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) acceleration of all unvested equity awards, as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) subject to Rick’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, the company will pay up to 18 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company.

Pursuant to Jim Benson’s employment agreement, if his employment is terminated without cause, as such term is defined in his employment agreement, or if Jim Benson terminates his employment for good reason, as such term is defined in the employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, with payments ratably over a 12 month period, and (ii) subject to Jim’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, pay up to 12 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company.

If Jim Benson’s employment is terminated without cause or he terminates his employment for good reason either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, then in lieu of the payments and benefits set forth above, he would be entitled to (i) a lump-sum cash severance payment equal to the sum of 18 months of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) acceleration of all unvested equity awards, as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) subject to Jim’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, the company will pay up to 18 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company.

Pursuant to Dan Zugelder’s employment agreement, if his employment is terminated without cause, as such term is defined in his employment agreement, or if Dan Zugelder terminates his employment for good reason, as such term is defined in the employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, with payments ratably over a 12 month period, and (ii) subject to Dan’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, pay up to 12 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company.

If Dan Zugelder’s employment is terminated without cause or he terminates his employment for good reason either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, then in lieu of the payments and benefits set forth above, he would be entitled to (i) a lump-sum cash severance payment equal to the sum of 18 months of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) acceleration of all unvested equity awards, as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) subject to Dan’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, the company will pay up to 18 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company.

Pursuant to Bernd Greifeneder’s employment agreement, if his employment is terminated by either party, the terminating party must give the other at least six months’ prior notice, which may be waived in the other’s party’s discretion in accordance with Austrian law. In the event that Bernd Greifeneder’s employment is terminated by us without cause, as such term is defined in his employment agreement, or if he terminates his employment for cause, as such term is defined in his employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of six months of his then-current base salary, plus (ii) the amount of any accrued statutory claims.

If Bernd Greifeneder’s employment with us is terminated by us without cause or by him for cause either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, he would be entitled to (i) a lump-sum cash severance payment equal to 12 months of his then-current base salary, (ii) acceleration of all unvested equity awards effective upon the earlier of (A) the date that employment is effectively terminated or (B) the day that he goes on garden leave in lieu of notice, and (iii) the amount of any accrued statutory claims.

Pursuant to Matthias Dollentz-Scharer’s employment agreement, if his employment is terminated by either party, the terminating party must give the other at least three months’ prior notice, which may be waived in the other’s party’s discretion in accordance with Austrian law. In the event that Matthias Dollentz-Scharer’s employment is terminated by us without cause, as such term is defined in his employment agreement, or if he terminates his employment for cause, as such term is defined in his employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of nine months of his then-current base salary, plus (ii) the amount of any accrued statutory claims.

If Matthias Dollentz-Scharer’s employment with us is terminated by us without cause or by him for cause either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, he would be entitled to (i) a lump-sum cash severance payment equal to 15 months of his then-current base salary, (ii) acceleration of all unvested equity awards effective upon the earlier of (A) the date that employment is effectively terminated or (B) the day that he goes on garden leave in lieu of notice, and (iii) the amount of any accrued statutory claims.

The amount of compensation and benefits payable to each named executive officer who was employed on March 31, 2024 under our current employment agreements in various termination and change in control situations has been estimated in the table below.

The value of the equity vesting acceleration was calculated for the table below based on the assumption that the change in control and the named executive officer’s employment termination occurred on March 31, 2024. The per share closing price of the company’s stock on the NYSE on March 28, 2024 (which was the last trading day of the month) was $46.44, which was used as the value of the company’s stock in the Change in Control. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of March 31, 2024, by the difference between the per share closing price of the company’s stock as of March 31, 2024, and the per share exercise price for such unvested option shares. The value of PSU and RSU vesting acceleration was calculated by multiplying the number of unvested PSUs and RSUs subject to vesting acceleration as of March 31, 2024 by the per share closing price of the company’s stock as of March 31, 2024.

Fiscal 2025 short-term incentive awards provide for a pro-rated payment at target in the event of termination of employment due to death or disability. Fiscal 2025 RSUs provide that in the event of termination of employment due to death or disability, all unvested equity awards that are subject solely to time-based vesting (which include time-based RSUs and stock options) will vest with respect to a number of such unvested equity awards that would have vested during the 12-month period following the date of termination (unless otherwise provided in an applicable agreement). For financial PSUs granted in fiscal 2025, in the event of termination due to death or disability, the number of earned financial PSUs that will vest during the 12-month period following the date of termination will depend on whether such date occurs prior to or after the applicable certification date of performance for the financial PSUs (unless otherwise provided in an applicable agreement). For rTSR PSUs granted in fiscal 2025, in the event of termination of employment due to death or disability, the award will remain outstanding and eligible to vest as of the next vesting date based on actual performance with respect to the performance period applicable to such vesting date. This termination treatment has been reflected in the table below for short-term incentive awards and equity awards as if such treatment was effective on March 31, 2024.

A qualifying “double trigger” termination refers to involuntary termination by the company without cause or termination by the named executive officer for good reason within three months prior to, or 12 months following, a Change in Control. Also, if our outstanding equity awards are not assumed, continued or substituted by the acquirer in a Change in Control transaction, the acceleration of vesting described below would be effective as of the closing of the Change in Control transaction.