Bernd Greifeneder
DynatraceAbout Bernd Greifeneder
Bernd Greifeneder is EVP and Chief Technology Officer at Dynatrace, serving as CTO since December 2014 and promoted to EVP in April 2024. He co-founded dynaTrace Software GmbH in 2005 and previously held technical leadership roles at Segue Software; he holds B.S. and M.S. degrees in Computer Science from Johannes Kepler Universität Linz, Austria . His fiscal 2025 incentive design tied pay to two core performance metrics—revenue and non-GAAP operating income (NGOI)—with actual results of $1,709.5M revenue vs. $1,685.0M target (101.5%) and $493.5M NGOI vs. $478.0M target (103.3%), producing a 130% PSU payout; rTSR PSUs were also used with 1-, 2-, and 3-year performance periods against Russell 3000 constituents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dynatrace, Inc. | Chief Technology Officer (SVP until April 2024; EVP since April 2024) | Dec 2014–present | Leads product/technology; elevated to EVP reflecting expanded scope |
| dynaTrace Software GmbH | Co-founder; Chief Executive Officer | 2005–2008 | Founded APM pioneer; early leadership in product and go-to-market |
| dynaTrace Software GmbH | Chief Technology Officer | 2008–Dec 2014 | Directed technology roadmap, scaling platform until acquisition/integration |
| Segue Software Inc. | Project Lead; CTO of Global Technologies; Chief Software Architect | Jan 1998–Feb 2005 | Led enterprise software engineering and platform architecture |
External Roles
No external public company directorships or roles disclosed specific to Greifeneder in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary (USD) | $408,584 | $429,512 | $445,931 |
| Base Salary (EUR, local) | — | €397,292 | €412,212 |
| Target Annual Bonus (% of base) | 70% | 70% | 70% |
Notes: FX used in proxy tables for EUR→USD: 1.0811 (FY24) and 1.0818 (FY25) .
Performance Compensation
Annual STI (Short-Term Incentive)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Actual STI Paid (USD) | $260,938 | $319,600 | $310,696 |
| Target (% of base) | 70% | 70% | 70% |
Financial PSU Metrics and Results (FY 2025 plan year)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Actual vs Target | Payout |
|---|---|---|---|---|---|---|---|
| Revenue | 75% | 95% / $1,600.75M | 100% / $1,685.0M | 105% / $1,769.25M | $1,709.5M | 101.5% | 129.1% |
| NGOI (Non-GAAP Operating Income) | 25% | 90% / $430.2M | 100% / $478.0M | 110% / $525.8M | $493.5M | 103.3% | 132.5% |
| Weighted PSU Payout | — | — | — | — | — | — | 130.0% |
Vesting: Earned Financial PSUs vest 33% at the first anniversary (June 5, 2025) and remaining 67% in equal quarterly installments over two years through June 5, 2027 .
rTSR PSUs (FY 2025 grant mechanics)
- Structure: 50% of LTI in PSUs, split 60% Financial PSUs / 40% rTSR PSUs; remaining 50% in time-based RSUs .
- rTSR PSUs based on Dynatrace’s stock performance relative to Russell 3000 constituents over 1-, 2-, and 3-year periods starting April 1, 2024; payout range 0%–200% of target per tranche. The 1-year tranche vested on June 5, 2025; 2- and 3-year tranches depend on performance to March 31, 2026 and March 31, 2027 .
FY 2025 LTI Award Components (June 5, 2024 grants)
| Component | Target Shares | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|
| Financial PSUs | 29,588 | $1,381,168 | 33% at first anniversary post-certification; remainder quarterly to year 3 |
| rTSR PSUs | 19,726 | $1,335,257 | 1-, 2-, 3-year performance tranches; 1-year vested June 5, 2025 |
| Time-based RSUs | 49,314 | $2,301,978 | 33% at first anniversary; remainder in eight equal quarterly installments |
Multi-year Equity Award Values (from Summary Compensation Table)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards (USD) | $4,411,906 | $4,825,814 | $5,018,402 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,255,385 shares; includes 905,088 common, 349,400 options exercisable within 60 days; spouse holds 897 shares; <1% of outstanding |
| Shares Outstanding Reference | 301,756,527 shares outstanding as of June 27, 2025 |
| Ownership Guidelines (Executives) | 2× base salary in common stock; excludes unvested RSUs/PSUs and unexercised options; compliance measured annually starting March 31, 2027 |
| Hedging/Pledging | Prohibited: no short sales, no derivatives/hedging, no margin use, no pledging; no waivers granted to date |
| Outstanding Options | 243,000 options at $16.00 (exp. 7/31/2029) and 106,400 options at $33.03 (exp. 5/15/2030); vesting 25% at 1-year then equal quarterly installments |
| Unvested RSUs/PSUs at FY-end (Mar 31, 2025) | RSUs/Financial PSUs: 4,094 (5/15/2021), 9,306 (6/5/2022), 45,159 (6/5/2023), 87,778 (6/5/2024); rTSR PSUs: 9,034 (1-year tranche pre-vesting), plus unearned PSUs 13,150 and 13,152 for longer tranches |
| Market Value of Unvested Awards | Based on $47.15 share price at 3/31/2025; values shown in proxy: e.g., 87,778 shares = $4,138,733; 9,034 rTSR = $425,953; detailed per award in proxy table |
Employment Terms
| Provision | Detail |
|---|---|
| Agreement | Effective August 2019; no specific term; Austria-based employment terms |
| Base Salary | €412,212 as of March 31, 2025 (USD $445,931 at FX 1.0818) |
| Target Bonus | 70% of base salary for fiscal 2025 |
| Notice Period | 6 months’ prior notice by either party; may be waived per Austrian law |
| Severance (No CIC) | If terminated without cause or he terminates for cause: cash severance equal to 6 months base salary plus accrued statutory claims |
| Change-in-Control (CIC) | Double-trigger only: if terminated without cause or for cause within 3 months prior or 12 months after a CIC, lump-sum cash severance equal to 12 months base salary; acceleration of all unvested equity upon termination or garden leave; plus accrued statutory claims |
| Clawback | NYSE-compliant clawback policy for erroneously awarded incentive-based compensation on material restatements (applies to current/former executives) |
| Trading Policies | Strict insider trading windows, 10b5-1 plan controls; no hedging/pledging permitted |
Potential Payments Upon Termination or Change in Control (as of March 31, 2025)
| Scenario | Cash Severance | STI Bonus | Equity Acceleration | Total |
|---|---|---|---|---|
| Involuntary termination without Cause or for Good Reason (no CIC) | $222,965 | — | — | $222,965 |
| Death or Disability | — | $312,152 | $2,317,470 | $2,629,622 |
| Change in Control Alone | — | — | — | — |
| Qualifying double-trigger termination (±3 months before or within 12 months after CIC) | $445,931 | — | $7,945,812 | $8,391,743 |
Notes: Healthcare/benefits entries are blank for Greifeneder in the proxy table .
Compensation Structure Analysis
- Mix and philosophy: Executive pay emphasizes variable, performance-based compensation; fiscal 2025 annual equity split 50% PSUs (60% Financial, 40% rTSR) and 50% time-based RSUs, aligning with shareholder value creation .
- Options usage: No stock options granted in fiscal 2025; equity awards are RSUs/PSUs, reducing risk relative to options while maintaining performance linkage via PSUs .
- YoY changes: For Greifeneder, stock awards rose from $4.41M (FY23) to $4.83M (FY24) to $5.02M (FY25); base salary increased to $445,931; STI paid modestly decreased in FY25 vs FY24, consistent with plan outcomes .
- PSU calibration: Financial PSUs used explicit revenue and NGOI targets with FX assumptions from board-approved plan; FY25 payout certified at 130% of target .
Equity Award Grant Policy and Vesting Cadence
- Annual grants occur on June 5 within trading windows after fiscal results; off-cycle awards limited and controlled, with share counts based on 30-day average price .
- RSUs: 33% vest at first anniversary, remainder in eight equal quarterly installments .
- Financial PSUs: Earned units vest 33% at first anniversary post-certification, remainder quarterly over two years .
- rTSR PSUs: Three independent tranches (1/2/3-year); 1-year vested June 5, 2025; remaining depend on future rTSR percentile outcomes .
Risk Indicators & Governance Protections
- Hedging/pledging prohibited; no waivers approved to date—reduces misalignment and leverage risks .
- Clawback compliant with NYSE rules—recovers incentive comp on material restatements, strengthening pay-for-performance integrity .
Investment Implications
- Alignment: Strong performance linkage via PSUs tied to revenue/NGOI and rTSR; FY25 overachievement yielded 130% payout, supporting incentive efficacy . Hedging/pledging prohibitions and ownership guidelines (2× salary) further align interests, though compliance measurement begins in FY2027 .
- Vesting cadence and potential selling pressure: Significant RSU/PSU tranches vest quarterly through June 2027, plus legacy options (349,400 exercisable within 60 days at FY-end; 243,000 @ $16 expiring 2029; 106,400 @ $33.03 expiring 2030) may create steady supply from 10b5-1 plan sales as awards vest/exercise—monitor Form 4s and windows for flow impacts .
- Retention and CIC economics: European contract terms (6-month notice; 6-month severance; double-trigger 12-month severance + full acceleration under CIC) provide balanced retention while not excessive; total double-trigger value was $8.39M at FY-end, indicating material equity-driven retention .
- Pay trajectory: Rising LTI values and stable STI suggest confidence in role and performance; no options granted in FY25 reduces upside asymmetry but PSUs maintain performance sensitivity .