Amol Kulkarni
DynatraceAbout Amol Kulkarni
Amol Kulkarni, age 55, has served as an independent director of Dynatrace since 2023. He is currently a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Kulkarni was formerly Chief Product and Engineering Officer at CrowdStrike (through August 2023), following senior engineering and product roles at CrowdStrike and 14 years in product/software leadership at Microsoft. He holds a B.E. from University of Poona, an M.Tech. in Energy Systems Engineering from IIT Bombay, and a Ph.D. in Electrical Engineering from the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStrike | Chief Product & Engineering Officer; previously SVP Engineering & Products | 2014–Aug 2023 | Led product and engineering functions at a scaled cybersecurity platform |
| Microsoft | Product/software leadership roles | ~14 years (prior to 2014) | Product and software leadership across multiple domains |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira | Senior Advisor | Since Sept 2023 | Advisory capacity to PE firm; Board affirmed independence in July 2025 |
| JumpCloud (private) | Director | As of 2024 proxy | Board oversight for a workforce access/security platform |
| xfactor.io (private) | Director | As of 2024 proxy | Board oversight for AI-powered revenue platform |
| Various private tech companies | Strategic/advisory board member | Ongoing | Advisory support in product/technology |
Board Governance
- Independence: Board determined in July 2025 that all non-employee directors (including Kulkarni) are independent under NYSE standards .
- Committee assignments (as of June 27, 2025): Compensation (member) and Nominating & Corporate Governance (member). Committee chairs: Mike Capone (Compensation), Jill Ward (Nominating & Corporate Governance) .
- Committee activity FY2025: Compensation met 4 times ; Nominating & Corporate Governance met 4 times ; Audit met 8 times ; Cybersecurity met 4 times .
- Attendance: Each director attended ≥75% of Board and committee meetings during FY2025; Board met 9 times .
- Board leadership: Independent Chair (Jill Ward) with regular executive sessions without management .
- Sustainability oversight: Nominating & Corporate Governance Committee provides primary oversight for sustainability strategy and disclosures .
| Board Committee Membership (June 27, 2025) | Audit | Compensation | Cybersecurity | Nominating & Corporate Governance |
|---|---|---|---|---|
| Amol Kulkarni | Member | Member |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| FY2025 | 47,500 | 200,005 | 247,505 |
| FY2024 | 27,622 | 400,025 | 427,647 |
| Director Equity Grant Detail | Grant Date | Shares (RSUs) | Vesting |
|---|---|---|---|
| Annual director RSU (FY2025 cycle) | Aug 23, 2024 | 3,981 | Vest on earlier of 1-year anniversary or next Annual Meeting |
| Initial appointment RSU (FY2024) | Sept 1, 2023 | 8,301 | Company states “appointment grant”; general policy: vesting ceases upon resignation; change-in-control accelerates |
| Committee Retainer Schedule (Policy) | Member Annual Fee ($) | Chair Annual Fee ($) |
|---|---|---|
| Compensation Committee | 7,500 | 15,000 |
| Nominating & Corporate Governance Committee | 5,000 | 10,000 |
Notes:
- Cash retainers are paid quarterly; directors may defer up to 100% of cash retainers via a non-qualified Deferred Compensation Plan; no company matching; no contributions in FY2025 .
- Equity awards 100% accelerate upon change in control per director policy aligned to the 2019 Equity Incentive Plan (“Sale Event”) .
- Chair of the Board retainer level was previously increased (policy context in FY2024) but Kulkarni is not Chair .
Performance Compensation
- No performance-based equity or cash incentives are disclosed for non-employee directors; RSUs are time-based only (annual grant vests on time-based schedule) .
| Equity Grant Type | Performance Metric | Measurement Period | Payout Curve | Notes |
|---|---|---|---|---|
| Annual Director RSU | Not applicable (time-based) | 1-year or next Annual Meeting | Not applicable | Accelerates on change-in-control per policy |
| Appointment RSU | Not applicable (time-based) | As established at grant (not detailed) | Not applicable | Vesting ceases upon resignation; CIC acceleration per policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company boards | JumpCloud; xfactor.io (as of 2024 proxy) |
| Compensation Committee interlocks | None (no insiders; no reciprocal interlocks) |
Expertise & Qualifications
- Technology/product leadership: Extensive software product management and engineering leadership (Microsoft, CrowdStrike) .
- SaaS/cybersecurity domain expertise aligned with Dynatrace’s industry .
- Education: B.E. (University of Poona); M.Tech (IIT Bombay); Ph.D. (University of Washington) .
Equity Ownership
| Holder | Direct Common Shares | RSUs Vesting within 60 Days | Total Beneficial (as described) |
|---|---|---|---|
| Amol Kulkarni (as of June 27, 2025) | 3,632 | 3,981 | 7,613 (direct + near-term RSUs) |
Additional RSU holdings:
- Unvested RSUs held as of March 31, 2025: 9,168 .
- Director stock ownership guidelines: Hold common stock valued at 5× the regular Board cash retainer within five years of joining; unvested RSUs and unexercised awards do not count toward compliance; compliance assessed annually beginning March 31, 2027 .
- Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, and pledging/margin use by directors; no waivers granted to date .
Governance Assessment
- Alignment: Pay mix skewed to equity (RSUs), with modest cash retainers; annual RSU vesting tied to service period supports long-term alignment. Director ownership guidelines (5× retainer in 5 years) enforce “skin-in-the-game” over time .
- Independence & engagement: Board affirmed Kulkarni’s independence in July 2025; he serves on two key governance committees and the Board and committees were active (Board 9 meetings; committees 4–8 meetings); each director met ≥75% attendance threshold in FY2025 .
- Conflicts: Kulkarni’s advisory role to Permira and private boards were considered within the Board’s annual independence review; Compensation Committee explicitly reports no interlocks or insider participation. No related-party transactions for Kulkarni are disclosed in the proxy .
- Risk controls: Strong trading policy (no hedging/pledging), independent committee structure, and regular self-assessment and director education indicate governance discipline supportive of investor confidence .
RED FLAGS: None disclosed specific to Kulkarni. Company-wide prohibitions on hedging/pledging reduce alignment risks; independence re-affirmed; no interlocks or related-party issues reported for him .