Jill Ward
DynatraceAbout Jill Ward
Independent Board Chair of Dynatrace (DT) since 2021; director since 2019. Age 65. Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee; determined independent under NYSE standards and presides over executive sessions of independent directors . Prior roles include President & COO of Fleetmatics (acquired by Verizon), senior leadership at Intuit, and earlier roles at Telespectrum, Fidelity Investments, and Bain & Company; MBA (Tuck, Dartmouth) and BA (Wellesley) . She also serves on the public boards of HubSpot (since Oct 2017) and Informatica (since Jun 2021); previously on Carbon Black until its 2019 sale to VMware .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fleetmatics Group PLC | President & Chief Operating Officer | Apr 2015 – Nov 2016 | Led SaaS fleet management business through sale to Verizon |
| Intuit Inc. | Senior leadership roles | >10 years (prior to 2015) | Operating leadership at scaled software company |
| Telespectrum | Leadership roles | Not disclosed | Not disclosed |
| Fidelity Investments | Leadership roles | Not disclosed | Not disclosed |
| Bain & Company | Strategy roles | Not disclosed | Not disclosed |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| HubSpot (NYSE: HUBS) | Director | Oct 2017 – Present | Not disclosed in DT proxy |
| Informatica (NYSE: INFA) | Director | Jun 2021 – Present | Not disclosed in DT proxy |
| Carbon Black (formerly NASDAQ: CBLK) | Director (prior) | Dec 2018 – Oct 2019 | Company acquired by VMware |
Board Governance
- Board leadership: Independent Chair (separate from CEO); Ward presides over independent director executive sessions .
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
- Committee activity: Audit Committee met 8x in FY2025 (Ward served on committee) ; Nominating & Corporate Governance Committee met 4x in FY2025 (Ward served as Chair) .
- Independence: Board determined seven of eight directors are independent; Ward is independent (annual review July 2025) .
- Attendance: Each director attended ≥75% of Board and applicable committee meetings; Board met 9x in FY2025 .
- Voting standard: Majority voting adopted for uncontested elections (bylaws amended July 5, 2025) .
- Shareholder engagement: Outreach to top holders (~60% of shares); participants included Board Chair and Comp Committee Chair .
- Say-on-pay: 94% support at 2024 annual meeting; annual say‑on‑pay cadence affirmed .
Fixed Compensation (Director)
| Item | FY2025 Amount/Detail |
|---|---|
| Cash fees (retainers/committee roles, incl. Chair role) | $105,000 |
| Equity grant (RSUs) | Grant-date fair value $200,005; 3,981 RSUs granted on Aug 23, 2024 to all non-employee directors serving/re‑elected; vest on earlier of one-year anniversary or next annual meeting |
| Committee fee schedule (policy) | Audit: $10k member / $20k chair; Compensation: $7.5k / $15k; Nominating & Corporate Governance: $5k / $10k; Cybersecurity: $5k / $10k |
| Vesting on change in control | Director equity 100% vests upon a “Sale Event” under policy |
| Deferred compensation | Directors may defer up to 100% of cash retainers; no company match in FY2025 |
Notes: The proxy reports total FY2025 director compensation by individual; detailed base Board retainer and Chair premium amounts are not itemized beyond the committee fee schedule above .
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors. Annual director equity is time-based RSUs; no options or PSUs for directors are reported .
Other Directorships & Interlocks
| External Entity | Relationship to Ward | Potential Interlock/Conflict at DT |
|---|---|---|
| HubSpot; Informatica | Current public company directorships | No related-party transaction involving Ward disclosed - |
| Carbon Black | Former directorship (ended 2019) | Not applicable (historical) |
Related party review: DT disclosed related-party transactions in FY2025 with Qlik (CEO is DT director Mike Capone) and Hyland (Thoma Bravo affiliate), and an employment relationship for the CTO’s spouse; none involve Jill Ward -.
Expertise & Qualifications
- Board and operating executive experience across technology, financial, and business services; SaaS scale leadership (Fleetmatics, Intuit) .
- Governance leadership: Board Chair; Chair of Nominating & Corporate Governance Committee .
- Education: MBA, Tuck School of Business (Dartmouth); BA, Wellesley College .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Jun 27, 2025) | 36,630 shares common stock plus 3,981 RSUs vesting within 60 days; total shown as 40,611; <1% of shares outstanding - |
| Ownership guidelines (directors) | Required to hold common stock equal to 5x annual Board cash retainer within 5 years; compliance assessed annually beginning Mar 31, 2027; unvested RSUs/awards excluded |
| Pledging/hedging policy | Prohibited for directors and officers (no short sales, derivatives/hedging, pledging/margin) |
Governance Assessment
- Strengths: Independent Chair since 2021 with relevant SaaS/operator background; active governance role (NCG Chair, Audit member); majority voting adopted; robust shareholder engagement (Chair participates); strong attendance; prohibitions on hedging/pledging; director ownership guidelines in place .
- Alignment and pay: Director pay mixes cash plus time-based RSUs with change-in-control single-trigger vesting for director awards; cash fees and annual equity are within disclosed peer-informed policy; no performance-based director equity reduces risk of pay-for-performance misalignment for non-employee directors .
- Red flags: None disclosed specific to Ward—no related-party transactions, no Section 16(a) delinquencies listed for Ward, no pledging - .
- Watch items: Service on two additional public boards (HubSpot, Informatica) may merit routine overboarding checks against investor policy thresholds; DT proxy does not flag a concern .
Appendix: Board/Committee Snapshot (FY2025)
| Committee | Ward’s Role | Meetings (FY2025) | Notes |
|---|---|---|---|
| Board | Chair (Independent) | 9 | Presides over independent executive sessions |
| Audit | Member | 8 | Audit Committee Financial Expert is Lifshatz (Chair) |
| Nominating & Corporate Governance | Chair | 4 | Oversees ESG/sustainability strategy/reporting |
Section 16/Insider Filings
- DT reports timely Section 16(a) filings in FY2025 except certain late Form 4s for other insiders; Ward is not listed among delinquencies .