Alex Solomon
PagerDutyAbout Alex Solomon
Alex Solomon, 42, is a co‑founder of PagerDuty and has served on the Board since November 2010. He previously served as CEO (2010–2016), CTO (2016–2021), and General Manager of Flexible Platform (Jan 2021–July 2024). He holds a B.S.E. from the University of Waterloo. The Board does not consider Solomon an independent director under NYSE rules given his historical executive roles at the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PagerDuty, Inc. | General Manager, Flexible Platform | Jan 2021 – Jul 2024 | Operating leadership for platform |
| PagerDuty, Inc. | Chief Technology Officer | Jul 2016 – Jan 2021 | Led technology strategy |
| PagerDuty, Inc. | Chief Executive Officer | May 2010 – Jul 2016 | Co‑founder and first CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Solomon in the proxy . |
Board Governance
- Independence: Not independent; Board determined eight of ten directors are independent, excluding Solomon .
- Committees: Not assigned to Audit, Compensation, or Nominating & Corporate Governance committees as of April 30, 2025 .
- Attendance: Board met 7 times in the last fiscal year; all directors attended ≥75% of Board/committee meetings during their service .
- Years of service: Director since November 2010 .
- Leadership/Executive sessions: CEO chairs the Board; Zachary Nelson serves as presiding director and leads periodic meetings of independent directors .
Fixed Compensation
FY2025 director compensation (for service within fiscal year ended Jan 31, 2025):
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $50,405 |
| Stock Awards (Grant Date Fair Value) | $184,981 |
| All Other Compensation | — |
| Total | $235,386 |
Additional FY2025 compensation while an employee (through July 2, 2024):
| Item | Amount (USD) |
|---|---|
| Salary (Feb 1, 2024 – Jul 2, 2024) | $89,115 |
| Vacation Payout | $16,243 |
| Director Fees (subset noted by company) | $20,329 |
Non‑employee director pay policy (context):
| Component | Policy Detail |
|---|---|
| Annual Cash Retainer | $35,000; Lead Independent Director +$15,000 |
| Audit Committee | Chair $20,000; Member $10,000 |
| Compensation Committee | Chair $15,000; Member $7,500 |
| Nominating & Gov Committee | Chair $10,000; Member $5,000 (as of Mar 12, 2024) |
| Annual RSU Grant | $185,000 grant date fair value; vests by next annual meeting/1 year |
| Initial RSU Grant | $450,000; vests in 3 equal annual installments |
| Director Comp Cap | $750,000 per calendar year; $1,000,000 in first year |
Performance Compensation
- As a director, Solomon received time‑based RSUs (no performance metrics) with grant date fair value of $184,981 in FY2025 . Outstanding RSUs at Jan 31, 2025 totaled 13,718 units .
- Company policy prohibits hedging and pledging by directors and employees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Solomon |
| Committee roles at other companies | Not disclosed |
| Interlocks/related parties | No Solomon‑specific related‑party transactions disclosed. A separate related‑party transaction involved Expedia Group while another director was an executive there (billing ~$4.0M; revenue recognized ~$3.6M in FY2025) . |
Expertise & Qualifications
- Co‑founder and former CEO/CTO of PagerDuty; deep technology and SaaS scaling experience. Selected for the Board for founder/operator perspective and leadership track record .
- Board skill matrix emphasizes technology, scaling SaaS, finance, governance, and AI/EM tech experience across the Board .
Equity Ownership
As of March 31, 2025 (91,254,100 shares outstanding):
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 2,635,109 |
| Ownership (% of outstanding) | 2.9% |
| RSUs releasable within 60 days | 2,743 |
| Options exercisable within 60 days | Not disclosed for Solomon (no options listed in footnotes) |
| Pledged shares | Hedging/pledging prohibited by policy; no specific pledges disclosed |
Governance Assessment
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Strengths: Significant insider ownership (2.9%) aligns interests with shareholders ; attendance threshold met ; hedging/pledging prohibited ; standard, capped director pay framework with predominant equity component supports alignment .
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Cautions/RED FLAGS:
- Non‑independent director given founder and recent executive employment (through July 2024), limiting eligibility for key committees and potentially diluting board independence optics —RED FLAG.
- No current committee assignments; limits direct oversight roles (e.g., audit/comp/nominating) .
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Shareholder sentiment context: Say‑on‑pay approval declined to ~79.9% in 2024 from 91.8% in 2023; Board conducted outreach to holders of ~33.8% of shares and engaged with ~30.1% to address concerns (largely about CEO pay structure and governance) . While not specific to Solomon, it frames governance expectations.
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Additional notes: Board is 80% independent, with presiding director leading periodic executive sessions of independents—structure provides checks despite presence of non‑independent directors .