Stephen Lifshatz
DynatraceAbout Stephen Lifshatz
Stephen Lifshatz, age 66, is an independent director of Dynatrace (DT) serving since 2019; he chairs the Audit Committee and is a member of the Compensation Committee. He is designated by the Board as an Audit Committee Financial Expert. Lifshatz is Executive Vice President and Chief Financial Officer of CDK Global (since February 2023) and previously held CFO roles at Lytx (2018–2021) and Fleetmatics (2010–2016); he holds a B.S. in Accounting and Marketing from Skidmore College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDK Global | EVP & Chief Financial Officer | Feb 2023–present | Senior finance leadership at private automotive software provider |
| Lytx | Chief Financial Officer | May 2018–Sep 2021 | CFO of private video telematics company |
| Various PE portfolio companies | Independent consultant | Jan 2017–May 2018 | Assisted development/expansion of portfolio companies |
| Fleetmatics Group PLC | Chief Financial Officer | Dec 2010–Dec 2016 | Public SaaS fleet management CFO; firm later acquired by Verizon |
| Four additional private/public companies | Chief Financial Officer | Not disclosed | Multiple CFO tenures (dates not specified) |
| Amicas, Inc. | Director | Jun 2007–Jun 2010 | Board oversight at imaging IT solutions provider (public at the time) |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| CDK Global | EVP & CFO | Private | Feb 2023–present | Automotive software provider; CDK Global is not listed in DT proxy as public |
| Amicas, Inc. | Director (prior) | Public (at tenure) | Jun 2007–Jun 2010 | Historical public board service |
| Various private companies | Board/advisory roles | Private | Not disclosed | Several private/advisory boards |
Board Governance
- Independence and service: Independent director; Board determined all non-employee directors (including Lifshatz) are independent under NYSE and SEC standards as of July 2025. Years of service on DT Board since 2019.
- Committee assignments: Audit Committee Chair; Compensation Committee member (FY2025 members: Capone—Chair, Kulkarni, Lifshatz).
- Audit Committee activity: Met eight times in FY2025; Lifshatz chairs and is designated Audit Committee Financial Expert.
- Compensation Committee activity: Met four times in FY2025; oversees director pay and executive compensation design/metrics.
- Attendance: Each director attended ≥75% of Board and committee meetings during FY2025; Board met nine times.
- Board leadership: Jill Ward serves as independent Chair; non-management directors hold regular executive sessions presided over by the Chair.
- Voting standard: Majority voting adopted for uncontested director elections (July 5, 2025).
- Director stock ownership guidelines: Non-employee directors must hold DT common stock equal to 5× annual cash retainer within five years; unvested RSUs/PSUs do not count. Compliance assessed annually beginning March 31, 2027.
Fixed Compensation
| Component (FY2025) | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash | $62,500 |
| Annual Equity Grant (RSUs) | $200,005 grant date fair value |
| RSUs Granted | 3,981 RSUs on Aug 23, 2024 |
| RSU Vesting | Vest on earlier of one-year anniversary or date of next Annual Meeting |
| Committee Fee Schedule (context) | Audit: Member $10,000; Chair $20,000; Compensation: Member $7,500; Chair $15,000; Nominating & Corporate Governance: Member $5,000; Chair $10,000; Cybersecurity: Member $5,000; Chair $10,000 |
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked pay | None; director equity awards are time-based RSUs (no performance metrics) |
| Change-in-control terms | All director equity awards 100% vest upon a “Sale Event” (as defined in the 2019 Plan) under the non-employee director compensation policy |
DT added PSUs tied to revenue/NGOI and rTSR for executives in FY2025; these metrics do not apply to director compensation.
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Public company boards | None disclosed currently | Historical: Amicas (2007–2010) |
| Interlocks (suppliers/customers/competitors) | None disclosed | Related-party section lists Qlik (Mike Capone, DT director) and Hyland (Thoma Bravo-related) commercial relationships; no transactions involving Lifshatz disclosed |
Expertise & Qualifications
- Financial leadership: Multi-company CFO experience, including public SaaS and technology firms; designated Audit Committee Financial Expert at DT.
- Industry exposure: Software/SaaS, telematics, fleet management; advisory roles across private companies.
- Governance and oversight: Audit chair tenure, risk oversight (ERM), financial reporting integrity, and independent director status.
- Education: B.S. in Accounting and Marketing, Skidmore College.
Equity Ownership
| Ownership item (as of June 27, 2025) | Amount |
|---|---|
| Common shares held | 32,490 |
| RSUs vesting within 60 days | 3,981 |
| Total beneficial ownership | 36,471 shares; less than 1% of outstanding common stock |
| Shares pledged/hedged | Company policy prohibits hedging and pledging of DT securities |
| Stock ownership guideline | Must hold 5× annual cash retainer within five years; compliance assessed beginning FY2027 |
Governance Assessment
- Strengths: Independent status; Audit Chair with “financial expert” designation; active committee engagement (Audit met 8×; Compensation 4×); ≥75% attendance; strong governance (majority voting; executive sessions with independent Chair). These factors support board effectiveness and investor confidence.
- Alignment and incentives: Director pay is modest and largely equity-based RSUs vesting annually; stock ownership guidelines promote alignment; hedging/pledging prohibited.
- Conflicts/related party: No related-party transactions disclosed for Lifshatz; no interlocks flagged; low conflict risk.
- Compensation oversight quality: Serves on Compensation Committee; DT’s program incorporates rigorous executive metrics (ARR, NGOI, revenue, rTSR) and achieved 99.5% STI payout and 130% Financial PSU payout in FY2025; Say‑on‑Pay received ~94% support in Aug 2024—a positive governance signal.
- Risk indicators: No Section 16 filing issues noted for Lifshatz; Clawback policy in place compliant with NYSE rules; no option repricing or tax gross‑ups for CIC; majority voting introduced for directors.
Overall, Lifshatz’s profile—independence, deep CFO experience, and Audit leadership—indicates strong board oversight with low conflict risk and good alignment structures, supporting investor confidence in DT’s governance.