Michael Capone

About Michael Capone

Michael “Mike” Capone, age 58, has served as an independent director of Dynatrace since 2019. He is CEO and a director of Qlik Technologies, Inc. (since January 2018); previously COO of Medidata Solutions (2014–2017) and earlier held multiple senior roles at ADP, including CIO (2008–2014) and SVP/GM of Global HR/Payroll Outsourcing (2005–2008). He holds a B.S. in Computer Science from Dickinson College and an MBA in Finance from Pace University . The Board has determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee; Member, Cybersecurity Committee .
• Independence: Board affirmed Capone’s independence in July 2025 under NYSE/SEC standards .
• Attendance: Each director attended ≥75% of Board and applicable committee meetings in FY2025; Board met 9 times .
• Committee activity FY2025: Compensation Committee met 4 times; Cybersecurity Committee met 4 times .
• Majority voting: Dynatrace adopted a majority voting standard for uncontested director elections in FY2026 .

Fixed Compensation

• Program details: Non-employee director cash retainers supplemented by committee retainers; annual RSU grants; all director equity vests 100% on change in control under the director policy .
• Committee retainers (annual): Audit $10,000 (member)/$20,000 (chair); Compensation $7,500/$15,000; Nominating & Corporate Governance $5,000/$10,000; Cybersecurity $5,000/$10,000 .
• Deferrals: Directors may defer up to 100% of annual cash retainers; in FY2025, Mike Capone was the only director who deferred a portion of cash retainer under the plan .

Performance Compensation

• Structure: Director equity compensation consists of time-based RSUs (no performance metrics for directors). On August 23, 2024, each non-employee director received 3,981 RSUs; RSUs vest on the earlier of one-year anniversary or the next annual meeting .
• Clawbacks: Company’s NYSE-compliant clawback policy applies to executive “incentive-based compensation”; it addresses restatement-triggered recovery. This policy is not directed at director time-based RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology and operating leadership as CEO (Qlik) and former CIO/COO; board experience in enterprise software. Education: B.S. Computer Science (Dickinson); MBA Finance (Pace). Board cites his “board and business experience” and industry knowledge as qualifications .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold stock equal to 5x regular Board cash retainer within 5 years of joining (excludes unvested RSUs); compliance assessed annually starting March 31, 2027 .
• Hedging/pledging: Company policy prohibits hedging, short sales, derivative transactions, and pledging of company securities by directors .
• Section 16 compliance: Company disclosed certain late Form 4s for executives; no director-specific exceptions noted for FY2025 .

Say-on-Pay & Shareholder Feedback

• Board-led outreach and responsiveness: Annual engagement with largest holders; added rTSR PSUs for executives (FY2025) and adopted majority voting for directors (FY2026) in response to feedback .

Governance Assessment

• Strengths:

  • Independent director with deep operating/technology credentials; Chair of Compensation Committee and member of Cybersecurity Committee, signaling active oversight in critical areas (pay, cyber) .
  • Documented Board/committee attendance ≥75% FY2025; committee cadence appropriate (Compensation 4x; Cybersecurity 4x) .
  • Director pay mix is equity-heavy (≈78% equity/22% cash in FY2025), aligning with shareholder interests; director stock ownership guidelines promote long-term alignment .
  • Prohibitions on hedging/pledging reduce misalignment risk; robust related-party review policy; majority voting standard adopted .

• Watch items / RED FLAGS:

  • Related-party transaction with Qlik ($1.091M in software/services) while Capone serves as CEO/director—managed via Audit Committee policy, described as arm’s-length; continue monitoring for scope/terms and any expansion (potential perceived conflict) .
  • Director equity vests upon change in control (single-trigger for directors) could be viewed as entrenchment risk by some investors, albeit common practice; policy explicitly provides 100% vesting on a “Sale Event” .

• Implications for investor confidence:

  • Capone’s leadership of the Compensation Committee and experience in data/AI software is a positive for pay design and strategic oversight. The Qlik related-party tie requires ongoing transparency and rigorous recusal practices, but is mitigated by formal policy and Thoma Bravo’s exit from DT .

Appendix – Director Program Mechanics (Reference)

• Annual director RSU grants: 3,981 RSUs as of Aug 23, 2024; vest on earlier of one-year anniversary or next annual meeting .
• Committee retainers (annual): Audit $10k/$20k; Compensation $7.5k/$15k; Nominating & Governance $5k/$10k; Cybersecurity $5k/$10k .
• Change-in-control: Director equity becomes 100% vested .