Bonita Stewart
PagerDutyAbout Bonita Stewart
Bonita Stewart (age 67) has served as an independent director of PagerDuty since January 2021. She is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee, bringing extensive experience in digital partnerships, AI investing, and transformation from senior roles at Google and DaimlerChrysler. She graduated magna cum laude from Howard University (BA) and holds an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice President, Global Partnerships; oversaw relationships with largest US publishers across search, news, media/entertainment, commerce, mobile apps | Joined 2006 (prior roles at DaimlerChrysler before 2006) | Led multi‑billion dollar operations, accelerated digital adoption | |
| DaimlerChrysler AG (Chrysler Group) | Led Interactive Communications; Dodge Passenger Cars and Minivans Brand Management; Chrysler Brand Advertising | Prior to 2006 | Corporate brand leadership, digital communications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Black Angel Group | Steering Committee member | Since launch in 2021 | Early‑stage investing network |
| BAG Ventures | Founder and Managing Partner | Current | Venture fund focused on enterprise AI solutions |
| Gradient Ventures | Advisor | Current | Advises AI startups on business development and board practices |
| Deckers Brands | Director | Current | Public company board role |
| Dance Theatre of Harlem | Board member | Current | Non‑profit board service |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance; Member, Compensation Committee .
- Independence: The Board determined Stewart is independent under NYSE rules; 8 of 10 directors are independent .
- Attendance: Board met 7 times in FY2025; all directors attended ≥75% of board and committee meetings during their service periods . Committee meetings in FY2025: Audit (4), Compensation (6), Nominating (4) .
- Lead independent/presiding director: Zachary Nelson serves as presiding director over independent director sessions .
- Board structure: Staggered board; supermajority voting maintained; investor feedback noted on governance structure .
Fixed Compensation
| Component | FY2025 Amounts/Policy | Stewart’s FY2025 Detail |
|---|---|---|
| Fees Earned (Cash) | Paid quarterly in arrears | $53,042 |
| Annual Board Retainer | $35,000 for non‑employee directors | Applicable |
| Committee Chair Retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000 (raised from $8,000 on Mar 12, 2024) | Stewart: Nominating Chair $10,000; Compensation member $7,500 |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; Nominating $5,000 | Compensation member $7,500; Nominating Chair rate above |
| Meeting Fees | None disclosed | None |
| Expenses | Reimbursement for reasonable travel expenses | Applicable |
Performance Compensation
- Director equity grants are time‑based RSUs (no performance metrics for directors): Annual RSU grant fair value $185,000, vesting fully by next annual meeting or first anniversary; new director initial RSU $450,000 vesting over three years .
- Company‑level performance metrics overseen by the Compensation Committee (where Stewart is a member) for Named Executive Officer (NEO) pay:
| Plan/Metric | Target Framework | FY2025 Actual | Payout/Attainment |
|---|---|---|---|
| Annual Bonus – ARR (70% weight) | Threshold 94% ARR target; Target 100%; Max 106% | ARR $493.8M = 96.8% attainment | 61.4% of metric; contributes to overall 83.75% of target bonus |
| Annual Bonus – Non‑GAAP Operating Margin (30% weight) | Threshold 80%; Target 100%; Max 150% of target margin | 17.7% margin = 117.9% attainment | 135.9% of metric; contributes to overall 83.75% of target bonus |
| PSUs – GAAP Revenue (100% weight; annual performance; 3‑yr time vest) | Threshold 96%; Target 100%; Max 102% | Revenue $467.5M = 98.6% attainment | 76.3% of target PSUs earned |
- Say‑on‑pay: FY2024 vote support was 79.9%, down from 91.8% in 2023; Board engaged holders of ~30.1% of shares to address concerns, including program design and CEO pay .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Transactions |
|---|---|---|---|
| Deckers Brands | Public | Director | No PD‑disclosed related transactions with Deckers |
| Dance Theatre of Harlem | Non‑profit | Board member | Not applicable |
| BAG Ventures / Gradient Ventures | Private/Venture | Founder/MP; Advisor | Potential ecosystem overlap given AI investing; PD discloses related‑party policy and no Stewart‑related transactions |
Expertise & Qualifications
- Digital partnerships and monetization at scale (Google VP Global Partnerships) .
- AI investing and early‑stage advisory (BAG Ventures founder/MP; Gradient Ventures advisor) .
- Brand management and automotive sector leadership (DaimlerChrysler roles) .
- Board skills alignment with PD’s needs: governance, emerging tech/AI, sales/marketing, scaling SaaS (as reflected in Board skills overview) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Bonita Stewart | 26,071 | <1% | Includes equity awards; RSUs outstanding 8,817 as of Jan 31, 2025 |
Governance Assessment
-
Strengths:
- Independent director; chairs Nominating and Corporate Governance; member of Compensation Committee, indicating central role in board refresh, ESG oversight, pay design, and evaluations .
- Strong attendance record at board/committees (≥75%), and committee activity consistent with active governance (Nominating met 4 times; Compensation 6) .
- Robust policies: clawback compliant with Rule 10D‑1; hedging/pledging prohibited; related‑party transaction approval via Audit Committee; code of ethics and governance guidelines in place .
- Director pay structure balanced toward equity alignment (annual RSU $185k; cash retainers modest) .
-
Watch items / potential red flags:
- Board entrenchment risk: staggered board and supermajority voting retained, with investor feedback questioning special‑meeting rights; Board opted to maintain protections .
- Venture affiliations (BAG Ventures/Gradient): while no related‑party transactions disclosed for Stewart, ongoing monitoring warranted for potential future overlap with PD vendors/customers; PD policy provides formal review mechanisms .
- Say‑on‑pay support declined to 79.9% for FY2024; Board engagement occurred, and NEO payouts were below target reflecting performance outcomes (signals responsiveness, but continued scrutiny likely) .
-
Overall: Stewart’s governance profile is positive for investor confidence given independence, committee leadership, and technology/AI expertise; structural governance protections may draw investor attention, but compensatory policies, board evaluations, and shareholder engagement mitigate concerns .