Donald Carty
PagerDutyAbout Donald J. Carty
Donald J. Carty (age 78) joined PagerDuty’s Board in April 2025 as an independent Class I director. He is a veteran operator and finance executive, serving previously as Chairman & CEO of American Airlines Group (1998–2003) and Vice Chairman & CFO of Dell (2008–2009). He holds a B.A. from Queen’s University (Canada) and an MBA from Harvard Business School. The Board has designated him an “audit committee financial expert,” underscoring deep finance and audit oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group, Inc. | Chairman & Chief Executive Officer | 1998–2003 | Led airline through industry cycles; top-level operating and financial stewardship |
| Dell, Inc. | Vice Chairman & Chief Financial Officer | 2008–2009 | Senior finance leadership; long-serving director (1992–2013) |
| Canadian National Railway Company | Director; Chair, Audit Committee | 2011–2021 | Chaired Audit Committee; extensive audit oversight |
| VMware, Inc. | Director | 2015–2022 | Public company board experience in enterprise software |
| Hawaiian Airlines, Inc. | Director | 2004–2007; 2008–2011; 2016–2022 | Multiple board terms in airline industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Porter Aviation Holdings, Inc. | Chairman | 2005–present | Current chair; private company |
Board Governance
- Independence and appointment: Independent director; first identified by stockholder Scalar Gauge Fund under a cooperation agreement; appointed April 28, 2025 (Class I, term through 2026) .
- Committees: Member, Audit Committee (joined April 28, 2025); Board has determined he is an “audit committee financial expert” .
- Audit Committee report caveat: As a new member as of April 28, 2025, he approved the FY2025 Audit Committee Report based on advice/approvals of other members and did not participate in the underlying 10-K audit review .
- Attendance and engagement: Company-level disclosure notes 7 Board meetings in FY2025 with all directors meeting ≥75% attendance; all but one director attended the 2024 annual meeting .
- Board structure: 80% independent; presiding (lead) independent director is Zachary Nelson; Audit/Comp/Nominating committee meeting counts in FY2025 were 4/6/4, respectively .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Payable quarterly; pro-rated for partial quarters |
| Audit Committee member retainer | $10,000 | Additional to Board retainer |
| Chair premiums (reference) | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000 | For completeness; Carty is not a chair |
| Lead independent director premium | $15,000 | For the designated presiding/lead director (not Carty) |
Notes: He was appointed April 28, 2025, so cash retainers are pro-rated from that date per policy .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Metrics |
|---|---|---|---|
| Initial RSU (first-time director) | $450,000 | Vests in 3 equal annual installments on each anniversary of appointment, subject to service | None (time-based) |
| Annual RSU (recurring) | $185,000 | Fully vests by the earlier of 1-year anniversary or immediately prior to next annual meeting, subject to service | None (time-based) |
- Eligibility nuance: First-time directors appointed ≤6 months before the next annual meeting are not eligible for that meeting’s annual RSU. Given Carty’s April 28, 2025 appointment and the June 26, 2025 meeting, policy indicates he would not receive the 2025 annual RSU; his equity would be the $450,000 initial RSU with 3-year vesting .
Other Directorships & Interlocks
| Company | Status | Committee Roles |
|---|---|---|
| Porter Aviation Holdings (private) | Current Chairman | N/A |
| Canadian National Railway (NYSE: CNI) | Former Director; Audit Chair | Chaired Audit Committee |
| VMware (NYSE: VMW) | Former Director | N/A |
| Hawaiian Airlines (NASDAQ: HA) | Former Director | N/A |
| Dell (NYSE: DELL) | Former Director | N/A |
No related-party transactions were disclosed involving Carty; the company’s only reported related party transaction in FY2025 involved a longstanding customer relationship with Expedia Group (linked to another director’s prior employment) .
Expertise & Qualifications
- Designation: Audit committee financial expert (Item 407(d)) .
- Core skills: Corporate finance, audit oversight, governance, large-cap operating leadership; public company CEO/CFO experience across industrials and technology .
- Education: B.A., Queen’s University (Canada); MBA, Harvard Business School .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| Donald J. Carty | — (no shares reported) | <1% | March 31, 2025 |
- Pledging/hedging: Company policy prohibits directors from hedging or pledging company securities, mitigating alignment risks from collateralization or derivative strategies .
Governance Assessment
Positives
- Independent audit committee member and designated audit committee financial expert; adds seasoned finance oversight to PD’s Audit Committee .
- Significant public company board and C-suite experience (airlines, technology, logistics), helpful for risk oversight and capital allocation .
- Anti-hedging/pledging policy reduces alignment risks; director compensation policy uses time-based RSUs and transparent cash retainers with capped annual limits ($750k; $1,000k in first year) .
- Appointment under cooperation agreement signals responsiveness to shareholder input and refreshment; adds an experienced operator to the Board .
Watch items / potential investor considerations
- Newly appointed in April 2025; limited participation in FY2025 audit oversight (acknowledged in the Audit Committee Report) means his audit influence begins prospectively .
- Company-level Say-on-Pay support fell to 79.9% in 2024 (vs. 91.8% in 2023), though management engaged holders representing ~30.1% of shares to address concerns—Board/Comp Committee actions and outcomes should continue to be monitored in 2025–2026 cycles .
- Beneficial ownership shows no reported holdings as of March 31, 2025; alignment will depend on initial RSU grant and subsequent accumulation under the director pay program .
Appendix: Board/Committee Reference
| Item | Detail |
|---|---|
| Board independence | 80% independent; average tenure 5.4 years |
| Presiding/Lead Independent Director | Zachary Nelson |
| FY2025 meetings | Board: 7; all directors ≥75% attendance |
| Committee meetings (FY2025) | Audit 4; Compensation 6; Nominating 4 |
| Carty committee role | Audit Committee member (as of Apr 28, 2025) |
| Audit expertise | Board determined Carty, Losch, Gomez are “audit committee financial experts” |
| Director pay structure | Cash retainers; Initial RSU $450k; Annual RSU $185k; limits $750k ($1,000k in first year) |
| Anti-hedging/pledging | Prohibited for directors |
| Related party transactions | None involving Carty disclosed |