Jim Benson
DynatraceAbout Jim Benson
Jim Benson is Executive Vice President, Chief Financial Officer and Treasurer of Dynatrace, serving as CFO since November 2022 and promoted to EVP in April 2024; he is 58 years old and holds a B.S. in Finance from Bentley University and an MBA from Clark University . Under his tenure, Dynatrace’s revenue increased from $1,159 million (FY2023) to $1,699 million (FY2025); company TSR (from a $100 base at 3/31/2020) reached $198 vs $284 for the S&P 500 Information Technology peer index in FY2025; FY2025 STI paid at 99.5% of target, Financial PSUs earned at 130% of target, and one-year rTSR PSUs at 137.4% of target, indicating mixed absolute TSR vs peers but solid performance against internal financial and relative TSR goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dynatrace | EVP, CFO & Treasurer | Nov 2022–present | Led finance while company delivered revenue growth and met/beat non-GAAP operating income targets used in incentive plans . |
| Akamai Technologies | EVP & CFO | 2012–Feb 2020 | Stewarded finance at a scaled cloud/security company (public company CFO experience) . |
| Akamai Technologies | SVP, Finance | 2009–2012 | Senior finance leadership pre-CFO . |
| Hewlett-Packard (HP) | Various finance roles incl. VP Finance/Operations & CFO – Americas Technology Solutions Group | ~20 years (dates not specified) | Large-cap, multi-geo finance and operations leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Temenos AG (SIX: TEMN) | Director | May 2021–May 2023 | Public company board experience in software . |
| Various private companies | Director | Not disclosed | Serves on several private company boards . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary ($) | 179,924 | 490,000 | 505,000 |
| Target bonus (% of base) | 75% (guaranteed at target for FY2023) | 75% | 75% |
| Actual bonus paid ($) | 143,634 | 390,653 | 376,970 |
Performance Compensation
Annual Short-Term Incentive (FY2025)
| Measure | Weight | Threshold (50% payout) | Target (100% payout) | Max (150% payout) | Actual | Actual vs Target | Payout % |
|---|---|---|---|---|---|---|---|
| Annual Recurring Revenue (ARR) | 65% | 95% / $1,677.7m | 100% / $1,766.0m | 105% / $1,854.3m | $1,749.3m | 99.1% | 90.5% |
| Non-GAAP Operating Income (NGOI) | 35% | 90% / $430.2m | 100% / $478.0m | 110% / $525.8m | $493.5m | 103.3% | 116.3% |
| Weighted payout | — | — | — | — | — | — | 99.5% of target |
Long-Term Incentive – FY2025 Grants (grant date: June 5, 2024)
| Vehicle | Target shares | Max shares | Grant-date fair value ($) | Performance metric(s) | Vesting |
|---|---|---|---|---|---|
| Financial PSUs | 35,378 | 70,756 | 1,651,445 | 75% Revenue; 25% NGOI; FY2025 outcome: 130% of target | 33% of earned on 6/5/2025; remainder quarterly over next 2 years |
| rTSR PSUs | 23,585 | 47,170 | 1,596,473 | Relative TSR vs Russell 3000 (0–200% per period); 1-year period earned 137.4% and vested 6/5/2025; 2- and 3-year periods vest 6/5/2026 and 6/5/2027 subject to performance | |
| Time-based RSUs | 58,963 | — | 2,752,393 | Time | 33% on 6/5/2025; balance vests quarterly through 6/5/2027 |
Notable prior award: Sign-on RSUs with $10.5 million grant-date value (granted Dec 15, 2022); 25% vested on 12/15/2023; remainder quarterly until 12/15/2026 .
Vesting cadence and potential selling pressure (administrative/tax)
- Annual awards from 6/5/2023 and 6/5/2024 vest 33% on first anniversary (June 5), then in equal quarterly installments thereafter until the third anniversary, creating typical vest events around early September, December, March, and June each year; rTSR one-year tranche vested 6/5/2025, with two- and three-year tranches scheduled 6/5/2026 and 6/5/2027 subject to performance .
- In FY2025, Benson had 140,995 shares vest from stock awards with $7,051,169 value realized, which may result in sell-to-cover withholding though market sales are not specified .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (6/27/2025) | 73,942 shares; <1% of outstanding (301,756,527 SO) . |
| Prior year snapshot (6/20/2024) | 83,537 shares; <1% . |
| Unvested awards at FY-end (3/31/2025) | RSUs: 124,123 (sign-on, 12/15/2022), 50,471 (6/5/2023), 104,954 (6/5/2024); rTSR one-year: 10,801; rTSR 2-year unearned: 15,724; rTSR 3-year unearned: 15,724 . |
| Options | None disclosed for Benson; outstanding equity is RSUs/PSUs . |
| Ownership guidelines | Executives must hold stock equal to 2x salary; 5-year compliance window; compliance checks begin FY2027; unvested awards and options do not count . |
| Hedging/pledging | Prohibited (no short sales, derivatives, margin, or pledging); 10b5-1 plans permitted under policy conditions . |
| Section 16 compliance | One Form 4 for Benson (and other NEOs) reporting PSU earning was filed late on June 7, 2024 due to administrative oversight . |
Employment Terms
| Term | Core provisions |
|---|---|
| Employment agreement | At-will; initial base salary $475,000 (subject to review); target annual bonus 75% of salary; FY2023 bonus guaranteed at target . |
| Severance (no change in control) | If terminated without cause or resigns for good reason (with release): 12 months base salary, prior-year bonus (if earned), and up to 12 months COBRA employer contribution (paid ratably over 12 months) . |
| Change-in-control (double trigger) | If terminated without cause/for good reason within 3 months before or 12 months after a change in control: lump sum 18 months base salary (or pre-CoC salary if higher) plus prior-year earned bonus, full acceleration of unvested equity, and up to 18 months COBRA employer contribution . |
| Illustrative severance table | Cash: $505,000 WOCO; $757,500 CIC; equity acceleration values and benefits summarized in proxy . |
| Clawback | NYSE-compliant compensation recovery policy for incentive-based comp upon certain restatements (3-year lookback from restatement date) . |
| Tax gross-ups | No 280G/4999 tax gross-ups; company may not deduct certain comp >$1m per 162(m) . |
| Restrictive covenants | Confidential information/inventions and other restrictive covenants in place; non-compete scope/duration not specified in proxy . |
| Deferred compensation | Participates in non-qualified plan; FY2025 executive contributions $262,709; year-end balance $319,825; no company contributions . |
Compensation Structure Analysis
- Pay mix emphasizes performance: average ~91% of target FY2025 compensation for non-CEO NEOs was variable (STI/LTI), aligning with shareholder outcomes .
- Greater performance tilt in FY2025 LTI: added rTSR PSUs and increased revenue weighting within Financial PSUs (75% revenue/25% NGOI), raising sensitivity to growth and profitability .
- Base salary up modestly; variable comp outcomes tied to results: Benson’s base moved +3.1% FY2025; STI paid 99.5% on ARR/NGOI; Financial PSUs at 130%; one-year rTSR at 137.4% .
- No option repricings or CIC tax gross-ups; anti-hedging/pledging policies in place (governance-friendly) .
- Say-on-pay support strong (c. 94% in Aug 2024), indicating shareholder endorsement of program design .
Compensation Peer Group (benchmarking context)
- FY2025 peer set included: Cloudflare, Confluent, Datadog, Elastic, Fair Isaac, Five9, HubSpot, Informatica, MongoDB, Nutanix, Okta, Paylocity, PTC, Samsara, Splunk, UiPath, Zscaler; changes for FY2026: add Aspen Technology, Commvault Systems, Manhattan Associates; remove Five9, Splunk .
- DT’s positioning vs peers during selection: 39th percentile revenue, 51st percentile market cap .
Performance & Track Record Indicators
| Measure | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenue ($m) | 704 | 929 | 1,159 | 1,431 | 1,699 |
| Company TSR (Value of $100) | 202 | 198 | 177 | 195 | 198 |
| Peer TSR (S&P 500 Info Tech; $100) | 165 | 198 | 187 | 270 | 284 |
| Net Income ($m) | 76 | 52 | 108 | 155 | 484 |
Notes: FY2025 Financial PSU metrics achieved at 101.5% (Revenue) and 103.3% (NGOI), yielding 130% payout; STI metrics achieved 99.1% (ARR) and 103.3% (NGOI), yielding 99.5% payout .
Investment Implications
- Alignment: Strong linkage of cash and equity incentives to ARR, revenue, NGOI and rTSR; governance policies prohibit hedging/pledging and include a robust clawback; stock ownership guidelines (2x salary) phase-in by FY2027 enhance long-term alignment .
- Vesting/supply dynamics: Quarterly vesting from the 6/5/2023 and 6/5/2024 grants and the 12/15/2022 sign-on award creates periodic sell-to-cover events (not necessarily open-market selling), with near-term vesting into mid-2027; monitor Section 16 filings around quarterly vest dates for supply signals .
- Retention and CIC economics: Double-trigger CIC benefits (18 months salary, full equity acceleration) are meaningful but within market norms; absence of CIC tax gross-ups is shareholder-friendly; base severance set at 12 months plus prior-year bonus .
- Execution risk/TSR context: While internal operating targets were met/exceeded (STI and PSUs), DT’s multi-year TSR trails the sector proxy, making relative TSR PSUs an important tool to calibrate pay to market performance; continued delivery on growth/NGOI should support incentive realizations and confidence .
- Shareholder sentiment: High say‑on‑pay support (~94%) reduces near-term compensation controversy risk, though investors will watch mix of rTSR vs financial PSUs and absolute TSR progression .