Steve Rowland
DynatraceAbout Steve Rowland
Steve Rowland, age 57, has served as an independent director of Dynatrace since 2021 and is a member of the Audit Committee. He is President of Klaviyo (NYSE: KVYO) since July 2023 and holds a B.S. in Engineering from Texas A&M University . He brings senior go‑to‑market leadership experience in enterprise software and security from prior operating roles at Okta, Splunk, and DataStax .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Okta, Inc. | Chief Revenue Officer; then full-time advisor | CRO: Mar 2021–Mar 2023; Advisor: Mar 2023–Jun 2023 | Go-to-market leadership (disclosed in biography) |
| Splunk Inc. | Vice President, Americas | Aug 2019–Mar 2021 | Regional sales leadership |
| DataStax, Inc. | President | Oct 2015–Aug 2019 | Company leadership |
| Apigee Corp.; Blue Coat Systems LLC; BMC Software Inc. | Executive leadership roles | Not specified | Various leadership roles |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Klaviyo (NYSE: KVYO) | President | Jul 2023 | Current operating role |
| Forté Ventures LP | Executive Advisor and Limited Partner | May 2019 | Venture advisory/LP role |
Board Governance
- Board classification and election: Rowland is a Class III director nominated for re‑election in 2025 to a term expiring at the 2028 annual meeting; he is designated independent (ü) .
- Committee assignments: Member of the Audit Committee; FY2025 Audit Committee members were Stephen Lifshatz (Chair), Steve Rowland, and Jill Ward .
- Audit Committee activity: Met eight times in fiscal 2025; all members deemed independent and financially literate; Lifshatz designated as “Audit Committee Financial Expert” .
- Attendance: Each director attended at least 75% of Board/committee meetings in FY2025; the Board met nine times .
- Board leadership and independence: Seven of eight directors are independent; Jill Ward is the independent Chair; non‑employee directors hold executive sessions without management .
- Voting standard: Majority voting standard adopted for uncontested director elections (bylaws amended July 5, 2025) .
Fixed Compensation (Non‑Employee Director – Fiscal 2025)
| Component | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash ($) | $45,000 |
| Deferred cash election | None disclosed for Rowland; only Mike Capone deferred in FY2025 |
| Committee retainer schedule (policy) | Audit member $10,000; Audit Chair $20,000; Compensation member $7,500; Chair $15,000; Nominating & Corporate Governance member $5,000; Chair $10,000; Cybersecurity member $5,000; Chair $10,000 |
Performance Compensation (Non‑Employee Director – Fiscal 2025)
| Award Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting | Status as of 3/31/2025 |
|---|---|---|---|---|---|
| Annual RSU | Aug 23, 2024 | 3,981 | $200,005 | Earlier of one‑year anniversary or next annual meeting | Unvested RSUs held by Rowland: 4,843 (aggregate) |
- Director equity policy: Upon a “Sale Event” (change in control under the 2019 Equity Incentive Plan), all director equity awards become 100% vested and exercisable; equity awards typically cease vesting upon resignation unless the Board determines otherwise .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in the DT proxy for Rowland |
| Committee roles at other public boards | Not disclosed |
| Potential interlocks (customers/suppliers/competitors) | No related‑person transactions involving Rowland disclosed; RPTs disclosed involve Hyland Software and Qlik (Mike Capone) |
Expertise & Qualifications
- Engineering degree (Texas A&M University); deep enterprise software go‑to‑market leadership across security and observability sectors .
- Audit Committee member; not designated as the Audit Committee Financial Expert (designation held by Lifshatz) .
Equity Ownership (Alignment)
| Metric | Value |
|---|---|
| Shares owned directly | 16,459 |
| RSUs vesting within 60 days (counted as beneficial) | 4,412 |
| Total beneficial ownership (shares) | 20,871; represents <1% of 301,756,527 shares outstanding |
| Ownership guidelines (directors) | Required to hold common stock equal to 5x regular Board cash retainer within five years of joining; unvested RSUs excluded; compliance measured annually beginning March 31, 2027 |
| Hedging/pledging | Company policy prohibits hedging and pledging; no waivers to date |
Governance Assessment
-
Strengths:
- Independent director with significant go‑to‑market/operator background; active Audit Committee member; Audit Committee met eight times in FY2025 with independent/literate members .
- Solid alignment via annual RSU grants; director stock ownership guidelines are robust (5x cash retainer) .
- Board governance enhancements include majority voting standard for uncontested elections; independent Chair structure with executive sessions .
-
Pay structure and mix:
- FY2025 director pay skewed to equity (RSUs) versus cash: $200,005 stock award and $45,000 cash for Rowland (standard, time‑based vesting tied to annual meeting cadence) .
- Committee retainers appropriately differentiate chair/member workload; change‑in‑control policy provides full acceleration on a Sale Event (single‑trigger acceleration for directors) .
-
Conflicts/related‑party exposure:
- No related‑person transactions disclosed for Rowland; company’s Related Person Transaction Policy provides Audit Committee oversight and recusal for conflicts .
- Insider trading policy prohibits hedging/pledging, reducing alignment risk; no waivers reported .
-
Attendance/engagement:
- Board met nine times in FY2025; all directors, including Rowland, met the ≥75% attendance threshold .
- Committee membership matrix confirms ongoing engagement on Audit .
RED FLAGS
- None specific to Rowland disclosed: no RPTs involving Rowland, no hedging/pledging permitted, and attendance thresholds met .