Howard Wilson
PagerDutyAbout Howard Wilson
Howard Wilson, age 60, is Chief Financial Officer of PagerDuty, serving as CFO since September 2018 (acting CFO from December 2017 to September 2018); he previously served as Chief Commercial Officer (January 2017–September 2018). He holds a B.Sc. in Information Systems and Psychology from the University of South Africa . Under his financial leadership, fiscal 2025 delivered 8.5% revenue growth to $467.5M and non-GAAP operating margin of 17.7% (vs. 13.1% in FY24), with operating cash flow of $117.9M (25.2% of revenue) and free cash flow of $108.4M (23.2% of revenue) .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| PagerDuty | Chief Financial Officer | Sep 2018–present | Principal financial officer |
| PagerDuty | Acting Chief Financial Officer | Dec 2017–Sep 2018 | Interim PFO duties |
| PagerDuty | Chief Commercial Officer | Jan 2017–Sep 2018 | Commercial leadership |
| The BluePrint Lab | Executive Consultant & Leadership Advisor | Aug 2016–Jun 2018 | Advisory role |
| Dynatrace, LLC | General Manager, Digital Experience Management | Apr 2015–Jul 2016 | APM/software operations |
| Keynote Systems | Chief Commercial Officer & EVP | Oct 2013–Dec 2015 | Commercial leadership |
External Roles
No public company board or other external directorships disclosed for Mr. Wilson in company filings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 450,735 | 455,882 | 455,882 |
| Target Bonus % of Salary | — | — | 70% |
| Target Bonus ($) | — | — | 319,118 |
| Actual Cash Bonus Paid ($) | 445,660 | 158,155 | 267,261 |
| All Other Compensation ($) | 15,698 | 15,091 | 16,946 |
| Stock Awards (Grant-Date Fair Value, $) | 7,450,378 | 6,684,967 | 4,200,031 |
| Total Compensation ($) | 8,362,471 | 7,314,094 | 4,940,120 |
Notes:
- 2025 target annual bonus set at 70% of salary; no increases to salary or target bonus vs FY24 for Wilson .
Performance Compensation
Annual Bonus (Short-Term Incentive) – Fiscal 2025
| Metric | Weighting | Target | Actual/Attainment | Payout % of Component | Resulting Payout |
|---|---|---|---|---|---|
| ARR | 70% | Not disclosed; set above FY24 actual | $493.8M ARR; 96.8% attainment | 61.4% | Contributes to overall 83.75% payout |
| Non-GAAP Operating Margin | 30% | Not disclosed; set above FY24 actual | 17.7% margin; 117.9% attainment | 135.9% | Contributes to overall 83.75% payout |
| Total | 100% | — | — | — | 83.75% of target for Wilson → $267,261 |
- Payout matrices included thresholds/maximums; ARR threshold at 94% of target (25% payout) and max at 106% (200% payout). Non-GAAP Op Margin threshold at 80% (40% payout) and max at 150% (200% payout) .
Long-Term Incentives (Grants in Fiscal 2025)
| Award Type | Grant Date | Target/Granted Shares (#) | Earned/Eligible (#) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| RSU | Apr 2, 2024 | 135,986 | — | Vests ratably quarterly over 3 years; first vest Jul 2, 2024, then quarterly | Included in $4,200,031 total (RSU + target PSU) |
| PSU (Revenue) | Apr 2, 2024 | 58,280 target | 44,462 earned (76.3% on 98.6% revenue attainment) | Earned PSUs vest 33% on Apr 2, 2025; remainder in 8 equal quarterly installments thereafter (Jan/Apr/Jul/Oct) subject to service | Included in $4,200,031 total (RSU + target PSU) |
- PSU metric is single-year revenue with rigorous target; certification on Mar 27, 2025 at 98.6% attainment (76.3% payout) .
- Company has not granted stock options to NEOs since 2019 (shift toward RSUs/PSUs) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding |
|---|---|---|
| Howard Wilson (CFO) | 778,771 | <1% (out of 91,254,100 shares outstanding) |
- Company prohibits hedging or pledging company stock, including use as collateral or holding in margin accounts .
- Compensation clawback policy compliant with SEC Rule 10D-1/NYSE listing standards; applies to current/former executive officers, 3-year lookback for restatements .
Outstanding Equity Awards (as of January 31, 2025)
| Instrument | Grant Date | Status | Quantity | Key Terms |
|---|---|---|---|---|
| RSU | Apr 2, 2024 | Unvested | 101,990 | Vests in 12 quarterly installments starting three months after grant |
| RSU | Apr 2, 2023 | Unvested | 52,628 | Vests in 16 quarterly installments starting three months after grant |
| RSU | Apr 2, 2022 | Unvested | 47,627 | Vests in 16 quarterly installments starting three months after grant |
| RSU | Apr 2, 2021 | Unvested | 4,504 | Vests in 16 quarterly installments starting three months after grant |
| PSU (Revenue) | Apr 2, 2024 | Unearned at 1/31/25 (target shown) | 58,280 | 76.3% ultimately earned for FY25; time-based vesting thereafter |
| Stock Options | Jul 10, 2018 | Exercisable | 112,084 | Strike $7.43; Expires Jul 9, 2028; fully vested |
| Stock Options | Mar 8, 2019 | Exercisable | 220,000 | Strike $14.52; Expires Mar 8, 2029; fully vested |
- For valuation context, RSU/PSU market values in the proxy used $18.52/share (Jan 31, 2025 close) .
- Section 16 compliance: one late Form 4 filing for Mr. Wilson due to administrative oversight (no pattern indicated) .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment agreement | Confirmatory employment agreement; at-will; no specific term |
| Base salary (as of Jan 31, 2025) | $455,882; target annual bonus $319,118 (70% of salary) |
| Severance Policy (general; excludes CEO) | Amended Oct 2023; in effect until Oct 30, 2026 with automatic renewal (special extension if CIC agreement signed at expiry) |
| CIC Period | From 3 months before until 18 months after a change-in-control |
| Severance (non‑CIC) | 0.5× (salary + target bonus) cash; up to 6 months COBRA |
| Severance (CIC or good reason within CIC period) | 1.0× (salary + target bonus) cash; prorated target bonus; up to 12 months COBRA; 100% acceleration of time‑based unvested equity; PSUs follow plan terms |
| If awards not assumed in CIC | 100% vesting of pre‑CIC time‑based equity immediately prior to CIC |
| Release requirement | Must sign and not revoke release to receive benefits |
| Tax gross‑ups | None; 280G best‑net cutback applies (no excise tax gross-ups) |
Quantified Potential Payments (as of Jan 31, 2025)
| Scenario | Cash Severance ($) | COBRA Value ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without cause (non‑CIC) | 227,941 | 14,825 | — | 242,766 |
| Death (non‑CIC) | 227,941 | 14,825 | 4,652,428 | 4,895,194 |
| Involuntary termination without cause or good reason (within CIC period) | 775,000 | 29,651 | 4,652,428 | 5,457,079 |
| Death (within CIC period) | 775,000 | 29,651 | 4,652,428 | 5,457,079 |
| CIC where awards not assumed and continued service | — | — | 4,652,428 | 4,652,428 |
Notes:
- Equity acceleration values based on $18.52 share price at FY25 year-end .
Compensation Structure Notes and Governance
- Performance metrics: Short-term incentives tied 70% to ARR and 30% to non-GAAP operating margin; fiscal 2025 payout at 83.75% of target based solely on these metrics .
- Long-term incentives emphasize PSUs (revenue-based) plus RSUs; single-year revenue goals with multi-year time-based vesting to align with sustained value creation .
- Shift away from options: No NEO option grants since 2019; grants generally on fixed April cadence to avoid MNPI timing issues .
- Hedging/pledging prohibited; insider trading policy prohibits derivatives and pledging/margin accounts .
- Clawback policy compliant with SEC Rule 10D-1; Sarbanes-Oxley Section 304 reimbursement may also apply to CEO/CFO in case of misconduct-related restatements .
- Say‑on‑pay: 79.9% approval for fiscal 2024 program; Board noted decline from 91.8% in prior year and conducted outreach to holders representing 30.1% of outstanding shares .
Investment Implications
- Alignment and retention: High equity mix (RSUs/PSUs) with quarterly vesting and PSU revenue linkage supports pay-for-performance and retention; however, quarterly RSU and earned PSU vesting can create predictable selling windows and potential incremental supply pressure around vest dates .
- Change-in-control economics: Double-trigger cash plus full acceleration of time-based equity in CIC enhances retention through a transaction but can incentivize management to consider strategic alternatives if synergies/valuation support shareholder value; no excise tax gross-ups mitigate shareholder-unfriendly optics .
- Skin-in-the-game: Beneficial ownership under 1% suggests moderate direct ownership relative to total shares outstanding; prohibitions on hedging/pledging and a robust clawback policy strengthen alignment and risk controls .
- Execution track record: FY25 shows healthier fundamentals (8.5% revenue growth, non-GAAP operating margin 17.7%, stronger cash generation), which underpinned bonus payouts and PSU achievement; continued focus on ARR and profitability metrics should remain central to incentive outcomes .
- Governance watch items: One late Form 4 (administrative), but otherwise standard governance practices (independent comp committee, independent advisor, no single-trigger vesting, no tax gross-ups) reduce red-flag risk .