Lisa Campbell
DynatraceAbout Lisa Campbell
Lisa Campbell, age 62, joined the Dynatrace Board on September 4, 2024 and is an independent, non-employee director. She serves on the Cybersecurity Committee and brings extensive SaaS marketing and strategy experience as former Chief Marketing Officer at OneTrust and long-tenured executive leadership at Autodesk. She holds an MBA from Babson College and a BA in Mathematics and Computer Science from Boston College. External public company directorships include Dropbox (since August 2019) and Similarweb (since September 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneTrust | Chief Marketing Officer | Jul 2021 – Aug 2024 | Led marketing for privacy/compliance software; SaaS go-to-market |
| Autodesk | EVP, Business Strategy & Marketing; Chief Marketing Officer; other executive roles | 2003 – Jul 2021; CMO/EVP Aug 2017 – Jul 2021 | 18 years of executive leadership in enterprise software; SaaS transformation |
| Evolve (now Oracle); Sterling Software; Digital Equipment Corporation | Executive leadership roles | Pre-2003 | Enterprise tech operating experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dropbox (NASDAQ: DBX) | Director | Since Aug 2019 | Committee roles not disclosed in DT proxy |
| Similarweb (NYSE: SMWB) | Director | Since Sep 2024 | Committee roles not disclosed in DT proxy |
| Private software company | Director | Not disclosed | Company name/committees not disclosed |
Board Governance
- Classification and term: Class III director; up for re-election at the 2025 Annual Meeting for a term expiring at the 2028 Annual Meeting .
- Independence: Board determined in July 2025 that all non-employee directors, including Lisa, are independent under NYSE/SEC standards and committee-specific rules .
- Committee memberships (as of June 27, 2025): Cybersecurity Committee member (l). Not a member of Audit, Compensation, or Nominating & Corporate Governance .
- Committee activity: Cybersecurity Committee met 4 times in fiscal 2025; Lisa served from her appointment on Sep 4, 2024 through fiscal year-end .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings during fiscal 2025; Board met 9 times .
- Majority voting: Board adopted majority voting for uncontested director elections on July 5, 2025; nominees must receive more “FOR” than “AGAINST” votes .
- Director education and evaluations: Annual third-party facilitated Board/committee self-assessment; ongoing director education via NACD and external advisors .
Fixed Compensation
| Fiscal Year | Cash Fees Paid ($) | Equity Award ($) | RSU Details | Total ($) |
|---|---|---|---|---|
| FY2025 | 22,935 | 400,010 | 8,099 RSUs granted upon appointment on Sep 4, 2024; unvested as of Mar 31, 2025 | 422,945 |
| Committee | Member Annual Fee | Chair Annual Fee |
|---|---|---|
| Audit Committee | $10,000 | $20,000 |
| Compensation Committee | $7,500 | $15,000 |
| Nominating & Corporate Governance | $5,000 | $10,000 |
| Cybersecurity Committee | $5,000 | $10,000 |
Notes:
- Cash retainers are paid quarterly and may be pro-rated based on days served; Lisa’s FY2025 cash fees were pro-rated from her appointment date and include committee service .
- Non-employee director equity awards are RSUs; annual grants to re-elected directors on Aug 23, 2024 were 3,981 RSUs vesting on the earlier of one-year anniversary or the next Annual Meeting; Lisa’s appointment grant was 8,099 RSUs .
Performance Compensation
| Element | Performance Metric(s) | Targets/Measurement | Payout/Vesting Terms |
|---|---|---|---|
| Annual Director Equity (RSUs) | None (time-based only) | N/A for non-employee directors | Vests on the earlier of one-year anniversary or Annual Meeting (for annual grant); appointment RSU vesting schedule not otherwise disclosed |
| Change-in-Control Treatment | N/A metrics | N/A | All director equity awards become 100% vested and exercisable upon a “Sale Event” as defined in the 2019 Equity Incentive Plan |
Other Directorships & Interlocks
| Company | Relationship to DT | Potential Interlock/Conflict |
|---|---|---|
| Dropbox (DBX) | External board where Lisa serves | No DT-related party transactions disclosed involving Lisa; Board affirmed independence after reviewing relationships |
| Similarweb (SMWB) | External board where Lisa serves | No DT-related party transactions disclosed involving Lisa; Board affirmed independence |
Related-party context:
- DT disclosed arm’s-length commercial transactions with Hyland Software and Qlik Technologies; neither involves Lisa Campbell. Qlik relationship noted due to Director Mike Capone serving as CEO/director of Qlik; Thoma Bravo affiliations referenced; Thoma Bravo exited DT ownership by Nov 4, 2024 .
Expertise & Qualifications
- SaaS marketing and strategy executive; former CMO at OneTrust; 18 years at Autodesk including EVP and CMO roles .
- Technology industry experience spanning Oracle-affiliated Evolve, Sterling Software, and Digital Equipment Corporation .
- Education: MBA (Babson College); BA in Mathematics & Computer Science (Boston College) .
- Board skills: Cybersecurity oversight through committee membership; alignment with DT’s Board risk oversight framework that assigns cyber/data privacy risks to the Cybersecurity Committee .
Equity Ownership
| Holder | Shares Beneficially Owned (Number) | Percent of Outstanding | Notes |
|---|---|---|---|
| Lisa Campbell | — (less than 1%) | <1% | Beneficial ownership table as of Jun 27, 2025 shows “—”; unvested RSUs not counted for ownership; 8,099 unvested RSUs held |
Stock ownership guidelines:
- Non-employee directors must hold DT common stock valued at 5x the annual cash retainer for regular Board service within five years of joining; compliance assessed annually beginning Mar 31, 2027; unvested RSUs do not count toward guideline .
Pledging/Hedging:
- No pledging or hedging by Lisa Campbell disclosed in the proxy; independence affirmed after related-relationship review .
Governance Assessment
- Board effectiveness and independence: Lisa is an independent Class III director with cybersecurity oversight responsibilities; Board’s adoption of majority voting heightens accountability to shareholders .
- Engagement and attendance: She served on the Cybersecurity Committee from appointment and met the ≥75% attendance threshold alongside a Board that met nine times in FY2025; committee met four times .
- Alignment and incentives: Equity is time-based RSUs (no performance metrics), which is typical for directors; change-in-control provides full vesting, a shareholder-sensitive provision that simplifies transition but is single-trigger for vesting of director awards .
- Ownership: Beneficial ownership is currently <1%; stock ownership guidelines (5x cash retainer within five years) should enhance alignment over time; unvested RSUs do not count toward compliance .
- Conflicts/related-party: No Lisa-specific related-party transactions disclosed; broader related-party controls appear robust (Audit Committee policy; required recusal for conflicts) .
- Watch items: Multiple external public boards (Dropbox, Similarweb) increase time commitments—monitor ongoing attendance and committee workload to ensure sustained engagement; ensure continued independence review across ecosystem relationships each year .
Overall signal: Independent director with deep SaaS and marketing credentials, active in cybersecurity oversight, meeting attendance thresholds, and subject to robust ownership guidelines; no disclosed conflicts or related-party exposure tied to Lisa Campbell. Compensation structure is conventional for directors (cash retainer plus time-based RSUs), with single-trigger vesting upon change-in-control for director awards .