Dan Zugelder
DynatraceAbout Dan Zugelder
Dan Zugelder is Executive Vice President, Chief Revenue Officer (CRO) at Dynatrace, serving since July 2023; age 57; attended Buffalo State University. His prior experience spans senior go-to-market leadership at VMware (SVP & GM, Americas; SVP, Global Accounts), 18 years in sales leadership at Dell EMC, and 10 years at ADP in sales roles, positioning him to drive enterprise revenue execution at scale . Company performance tied to his incentives showed strong FY2025 results: ARR $1,734M (+17% constant currency), total revenue $1,699M (+20% constant currency), subscription revenue $1,622M (+20% constant currency), and Non-GAAP operating income $494M; FY2025 PSU payout for financial metrics was 130% of target and rTSR PSUs for the 1-year period paid at 137.4% based on a 59th percentile rTSR rank .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| VMware | SVP & GM, Americas; SVP, Global Accounts | 2018–2023 | Senior go-to-market leadership across global accounts and Americas regions |
| Dell EMC | Senior sales leadership culminating in SVP, Global Accounts | ~18 years | Led key sales management roles at scale |
| ADP | Sales and sales leadership roles | ~10 years | Enterprise sales foundation |
External Roles
No public company directorships or external board roles disclosed for Zugelder .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $352,292 | $490,000 |
| All Other Compensation ($) | $2,190 | $27,313 (includes $10,465 401(k) match and $6,960 tax gross-up tied to President’s Club travel) |
Performance Compensation
Annual Short-Term Incentive (STI) – FY 2025
| Component | Weight | Target | Actual | Payout % of Target |
|---|---|---|---|---|
| ARR | 65% | $1,766.0M | $1,749.3M | 90.5% |
| Non-GAAP Operating Income | 35% | $478.0M | $493.5M | 116.3% |
| Weighted STI Payout | — | — | — | 99.5% |
STI target as % of base salary: 100% in FY2025; actual cash STI paid: $487,697 .
Long-Term Incentives (LTI) – FY 2025 Grants (June 5, 2024)
| Vehicle | Grant Date Target Value ($) | Metric | Weighting | Shares (Target) | Vesting |
|---|---|---|---|---|---|
| Financial PSUs | $4,600,000 | Revenue (75%); NGOI (25%) | 60% of PSUs are Financial PSUs | 29,588 | Earned at 130.0% based on FY2025 metrics; 33% vests at 1-year then quarterly over 2 years |
| rTSR PSUs | $4,600,000 (part of total PSU value) | rTSR vs Russell 3000 | 40% of PSUs are rTSR PSUs | 19,726 | Three tranches over 1/2/3 years; 1-year tranche earned at 137.4% and vested June 5, 2025; remaining tranches vest June 5, 2026/2027 based on performance |
| Time-based RSUs | $4,600,000 (50% of LTI mix) | Time | 50% of LTI | 49,314 | 33% at 1-year; remainder vests quarterly over following two years |
FY2025 Financial PSU performance detail:
- Revenue: target $1,685.0M; actual $1,709.5M (101.5% → 129.1% payout)
- NGOI: target $478.0M; actual $493.5M (103.3% → 132.5% payout)
- Weighted PSU payout: 130.0%
Prior Sign-on Equity (July 15, 2023)
| Award | Shares | Vesting detail |
|---|---|---|
| Sign-on RSUs | 57,487 | 12.5% vested Dec 5, 2023; remainder quarterly to June 5, 2027 |
| Financial PSUs | 69,588 | 33% vested June 5, 2024; remainder quarterly to June 5, 2026 (earned based on FY2024 financial metrics) |
Multi-year Compensation Summary (Reported)
| Metric ($) | FY 2024 | FY 2025 |
|---|---|---|
| Salary | $352,292 | $490,000 |
| Bonus (sign-on/other) | $250,000 (sign-on) | — |
| Stock Awards (Grant-date fair value) | $13,348,691 | $5,018,402 |
| Non-Equity Incentive (STI) | $374,486 | $487,697 |
| All Other Compensation | $2,190 | $27,313 |
| Total | $14,327,659 | $6,023,412 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 17,242 shares held directly; less than 1% of outstanding |
| Shares outstanding (as of June 27, 2025) | 301,756,527 |
| Ownership % | ~0.0057% (17,242 / 301,756,527) derived from reported figures |
| Major unvested awards at 3/31/2025 | 127,075 sign-on RSUs/Financial PSUs; 87,778 FY2025 RSUs/Financial PSUs; 9,034 rTSR PSUs (1-year tranche pending at 3/31/25); 13,150 (2-year) and 13,152 (3-year) rTSR PSUs |
| Stock ownership guidelines | Executives must hold stock valued at 2× base salary within 5 years; calculated excluding unvested RSUs/PSUs/options |
| Hedging/pledging | Company policy prohibits hedging, short sales, and pledging of company stock |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | At-will; initial base $475,000 (reviewed annually); STI target not less than 100% of base salary |
| Severance (no CIC) | If terminated without cause or for good reason: 12 months base salary + prior fiscal year bonus; company COBRA contribution up to 12 months (subject to co-pay), paid over 12 months; requires separation and release |
| Severance (double-trigger CIC) | If terminated without cause or for good reason 3 months before or within 12 months after a CIC: lump sum 18 months base salary (or higher pre-CIC base) + prior fiscal year bonus; immediate acceleration of all unvested equity as of later of termination or release; COBRA contribution up to 18 months (subject to co-pay) |
| Equity acceleration (CIC) | Immediate acceleration of all unvested RSUs/PSUs/options at the separation/release trigger; performance-based awards at target unless otherwise provided |
| Clawback | NYSE-compliant clawback applies to incentive-based compensation for restatements (3-year lookback) |
| Restrictive covenants | Confidential information protection, invention assignment, and other restrictive covenants |
Performance & Track Record
| Metric | FY 2025 result |
|---|---|
| ARR | $1,734M; +17% constant currency |
| Total revenue | $1,699M; +20% constant currency |
| Subscription revenue | $1,622M; +20% constant currency |
| GAAP income from operations | $179M |
| Non-GAAP operating income | $494M |
| Operating cash flow / FCF | $459M / $431M |
| PSU outcomes | Financial PSUs: 130.0% payout; rTSR PSUs (1-year): 137.4% payout |
Compensation Peer Group (Benchmarking)
- FY2025 peer group included: Cloudflare, Confluent, Datadog, Elastic, Fair Isaac, Five9, HubSpot, Informatica, MongoDB, Nutanix, Okta, Paylocity, PTC, Samsara, Splunk, UiPath, Zscaler; Dynatrace targeted fixed salaries near the 50th percentile and emphasized variable, at-risk pay .
- FY2026 peer group updates (Oct 2024): removed Five9 and Splunk; added Aspen Technology, Commvault Systems, Manhattan Associates .
Say-on-Pay & Shareholder Feedback
| Year | Result |
|---|---|
| 2024 | ~94% support for executive compensation program |
| 2025 (Aug 20, 2025) | Votes For: 238,403,774; Against: 21,888,276; Abstain: 854,706; Broker non-votes: 14,696,050 |
Risk Indicators & Red Flags
- Double-trigger CIC economics include full equity acceleration and 18 months cash severance, increasing payout leverage in an acquisition scenario .
- Hedging and pledging prohibited by policy, mitigating misalignment risk from collateralization or derivatives .
- Limited perquisites; however, President’s Club travel includes tax gross-up for executives (e.g., $6,960 for Zugelder in FY2025) which some investors view as shareholder-unfriendly, albeit modest in scale .
- Clawback policy compliant with NYSE rules; executive ownership guidelines promote alignment (2× salary within five years) .
Investment Implications
- Pay-for-performance alignment is solid: STI and PSUs tie to ARR, revenue, and Non-GAAP operating income, with rTSR overlay; FY2025 payouts at ~100% STI and 130–137% PSUs reflect execution above plan and relative outperformance, supporting confidence in CRO-driven go-to-market scaling .
- Retention risk appears restrained: robust unvested RSU/PSU stack with multi-year vesting and meaningful double-trigger CIC protections, plus ownership guidelines, incentivize tenure through FY2026–FY2027; limited perqs and strong clawback reduce governance risk .
- Trading signals: ongoing quarterly RSU/PSU vesting and rTSR performance tranches may create episodic selling pressure around vest dates; equity acceleration terms could amplify share supply in a CIC .
- Benchmarking and say-on-pay support indicate compensation is competitively set and investor-validated, reducing pay inflation risk; continued focus on ARR and NGOI should keep variable payouts tightly linked to value creation .