Kirsten Wolberg

About Kirsten Wolberg

Independent Class II director at Dynatrace (DT), age 57, serving since 2021. She chairs the Board’s Cybersecurity Committee and is a member of the Nominating and Corporate Governance Committee, and has been affirmed independent under NYSE and SEC standards (July 2025 review). Prior roles include Chief Technology & Operations Officer at DocuSign, VP roles at PayPal, and CIO at Salesforce; education includes an MBA from Kellogg (Northwestern) and a BS in Business Administration from USC .

Past Roles

External Roles

Board Governance

• Board composition and independence: 7 of 8 directors are independent; independence of all non-employee directors (including Wolberg) reconfirmed July 2025 .
• Committee assignments: Cybersecurity (Chair), Nominating & Corporate Governance (Member) .
• Meeting cadence/attendance: Board met 9 times; every director attended ≥75% of Board and committee meetings; Cybersecurity Committee met 4 times; Nominating & Corporate Governance met 4 times .
• Majority voting standard adopted for uncontested director elections (July 5, 2025), enhancing accountability; resignation policy if an incumbent fails to obtain a majority .
• Executive sessions: Independent directors meet in regular executive sessions, chaired by independent Board Chair Jill Ward .
• AI and risk oversight: AI is overseen at the Board level; Cybersecurity Committee manages oversight of cybersecurity, privacy, and data protection risks—Wolberg’s chair role places her at the core of digital risk governance .

Fixed Compensation

Performance Compensation

• Unvested RSUs held at 3/31/2025: 3,981 (time-based) .
• Director equity accelerates 100% upon change in control under non-employee director policy (Sale Event), aligning with standard market practice .

Other Directorships & Interlocks

• Related-party transactions: FY2025 related parties included Qlik (CEO/director Mike Capone) and Hyland Software (Thoma Bravo affiliation), plus an employee spouse of CTO; none involve Wolberg, and transactions were arms-length and overseen under the Audit Committee’s related person policy .

Expertise & Qualifications

• Board, cyber, and enterprise technology expertise explicitly cited by the Board; SaaS industry knowledge .
• Skills aligned with Board’s matrix emphasis on cybersecurity, technology leadership, and global SaaS scale (Board-wide skill matrix) .
• Education: MBA, Kellogg School of Management (Northwestern); BS, University of Southern California .

Equity Ownership

• Director stock ownership guidelines: 5x annual Board cash retainer within five years of joining; excludes unvested RSUs from guideline calculation; annual compliance assessment begins March 31, 2027 .
• Hedging/pledging: Prohibited (no short sales, derivatives, margin pledging, or collateralized pledges); Rule 10b5-1 plan policy with enhanced requirements; waivers require Audit Committee approval (none granted) .
• Section 16 compliance: FY2025 filings generally timely; late Form 4s disclosed were for certain executives, not Wolberg .

Governance Assessment

• Strengths:

  • Independent director with deep cybersecurity and enterprise technology leadership; serving as Cybersecurity Committee Chair strengthens oversight of material operational risks relevant to DT’s platform and customers .
  • Clear independence and robust committee engagement; Board-wide attendance ≥75% and structured risk oversight, including AI governance, bolster investor confidence .
  • Shareholder-responsive governance: adoption of majority voting for directors; enhanced performance orientation in executive LTI (rTSR PSUs) after investor feedback, signaling an engaged board culture .

• Alignment:

  • Director pay mix weighted toward equity (FY2025: $50k cash vs $200k RSUs), aligning interests with shareholders; unvested RSU holdings support ongoing engagement .
  • Ownership guidelines and anti-hedging/pledging policy promote long-term alignment and discourage misaligned risk-taking .

• Conflicts/Red Flags:

  • No related-party transactions or interlocks involving Wolberg disclosed; related-party cases named were managed under policy and did not involve her .
  • No hedging/pledging activity disclosed; policy prohibits such practices .
  • Section 16 compliance issues noted did not involve Wolberg .

• Implications:

  • Wolberg’s chair role in cybersecurity provides credible oversight for DT’s core risk areas (data privacy/security) and AI-related governance, an important factor for SaaS observability businesses facing complex digital risk landscapes .
  • Her compensation structure and ownership guidelines suggest solid alignment; absence of conflicts supports governance quality and board effectiveness .