Elena Gomez
PagerDutyAbout Elena Gomez
Elena Gomez (age 55) is an independent Class III director at PagerDuty since October 2018 and a member of the Audit Committee, designated by the Board as an “audit committee financial expert.” She is the Chief Financial Officer of Toast, Inc. (since May 2021), previously CFO of Zendesk (2016–2021), and held senior finance roles at Salesforce, Visa, and Charles Schwab; she holds a B.S. in Business Administration from UC Berkeley’s Haas School of Business and serves on the boards of Smartsheet Inc. and the Haas School of Business. If re-elected in 2025, her term runs to the 2028 annual meeting; the Board reports that all directors attended at least 75% of meetings in FY2025 and all but one attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toast, Inc. | Chief Financial Officer | May 2021–present | Public company CFO; finance, reporting, and capital allocation leadership |
| Zendesk, Inc. | Chief Financial Officer | May 2016–May 2021 | Led finance at scaled SaaS; public company experience |
| Salesforce, Inc. | SVP Go-To-Market Distribution; VP Sales/Support/Marketing Finance; Sr Director Marketing & G&A Finance | 2010–2016 | GTM finance leadership; enterprise SaaS financial operations |
| Visa Inc. | Finance roles | Prior to 2010 | Payments industry finance experience |
| Charles Schwab | Finance roles | Prior to 2010 | Brokerage/banking finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smartsheet Inc. | Director | Not disclosed | Board service at public SaaS company |
| UC Berkeley Haas School of Business | Board of Directors | Not disclosed | Academic board governance |
Board Governance
- Independence: The Board determined Elena Gomez is independent under NYSE and SEC rules; she is one of eight independent directors on a majority-independent Board.
- Committee assignments: Audit Committee member; the Audit Committee oversees financial reporting, internal controls, auditor selection, related-party transactions, cybersecurity risk, and compliance. The Board determined Ms. Gomez is an “audit committee financial expert.”
- Board structure: Staggered Board (three classes, three-year terms); presiding director (Zachary Nelson) leads periodic meetings of independent directors.
- Meetings and attendance: The Board met seven times in FY2025, and all directors attended at least 75% of Board and committee meetings; all but one attended the 2024 annual meeting.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $54,295 | Board/committee retainer (pro-rated as applicable) |
| Option Awards ($) | — | No option grants in FY2025 under director policy |
| Stock Awards ($) | $184,981 | Annual RSU grant; director grants under 2019 Equity Plan |
| All Other Compensation ($) | — | None disclosed |
| Total ($) | $239,276 | Sum of cash and RSU grant fair value |
Director compensation policy (as of March 12, 2024):
- Cash retainers: Board member $35,000; Lead Independent Director $15,000; Audit Chair $20,000/Audit Member $10,000; Compensation Chair $15,000/Member $7,500; Nominating Chair $10,000/Member $5,000; paid quarterly pro rata.
- Equity: Initial RSU $450,000 (first-time non-employee directors); Annual RSU $185,000 vesting by next annual meeting; new directors within six months of first annual meeting are ineligible for an annual grant at that meeting.
- Director compensation cap: $750,000 per year; $1,000,000 in initial appointment year.
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None (director equity is time-based RSUs; no performance-conditioned director pay disclosed) | Director equity grants vest based on service; no performance metrics specified for directors. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Smartsheet Inc. | Director | No PD related-party transactions with Smartsheet disclosed. |
| Toast, Inc. | CFO | No PD related-party transactions with Toast disclosed. |
| UC Berkeley Haas School | Board member | Not applicable to PD operations. |
- Related party transactions: PD disclosed a commercial relationship with Expedia Group (approx. $3.6M revenue in FY2025) due to a director’s former role at Expedia; no transactions involving Ms. Gomez were disclosed. The Audit Committee reviews and approves related-party transactions per policy.
Expertise & Qualifications
- Financial expertise: Extensive public company CFO experience (Toast, Zendesk); designated audit committee financial expert by PD’s Board.
- SaaS scaling and enterprise software: Senior finance leadership at Salesforce; broad tech-sector leadership.
- Education: B.S. in Business Administration, UC Berkeley Haas School of Business; Haas board service.
- Board skills context: Board highlights finance, SaaS scaling, governance, AI/technology and global experience as key skills across directors.
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 184,515 | “*” less than 1% of outstanding shares (91,254,100) |
| Components | 161,140 options exercisable within 60 days of March 31, 2025 | Options fully vested as of March 31, 2025 |
| RSUs held (outstanding) | 8,817 | Outstanding RSUs as of Jan 31, 2025 for non-employee directors |
| Hedging/Pledging | Prohibited for directors under PD’s Insider Trading Policy | Alignment safeguard |
Governance Assessment
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Strengths:
- Independent director with deep finance credentials; Audit Committee member and financial expert designation enhances oversight of reporting, controls, and auditor independence.
- Attendance and engagement meet Board expectations (≥75% attendance; annual meeting participation emphasis).
- Stock-based pay aligns director incentives with shareholder value; hedging/pledging prohibitions strengthen alignment.
- No related-party transactions disclosed involving Ms. Gomez.
-
Watch items for investor confidence:
- Board structure includes a staggered board and supermajority voting; investors questioned special meeting rights and actions via unanimous written consent in engagement feedback (Board maintained current protections).
- Say-on-pay support declined to 79.9% in 2024 from 91.8% in 2023, prompting engagement; while this concerns executive pay, it signals broader governance scrutiny.
-
Committees and meetings context:
- FY2025 committee meetings: Audit (4), Compensation (6), Nominating (4). Ms. Gomez serves on Audit.
-
Compensation mix for Ms. Gomez:
- FY2025 director compensation was ~77% equity ($184,981) and ~23% cash ($54,295), consistent with alignment via equity.
-
Tenure:
- Director since 2018; if re-elected in 2025, term ends at the 2028 annual meeting (Class III).
RED FLAGS: None disclosed specific to Ms. Gomez (no related-party transactions, no hedging/pledging, independent status). Broader structural concerns (staggered board, supermajority) warrant monitoring.