Jennifer Tejada
PagerDutyAbout Jennifer Tejada
Jennifer Tejada (age 54) is PagerDuty’s Chief Executive Officer and Chair of the Board, serving since July 2016 and a director since 2016. She holds a B.A. in Business Management and Organizational Behavior from the University of Michigan . Under her tenure, FY2025 revenue grew 8.5% YoY to $467.5M, GAAP operating margin improved to -12.8% (from -22.3% in FY2024), and non-GAAP operating margin rose to 17.7%; operating cash flow reached $117.9M (25.2% of revenue) and free cash flow was $108.4M (23.2% of revenue) . The company-reported Pay vs Performance table shows a five-year TSR value of $79.42 on an initial $100 investment vs $188.45 for the peer index in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PagerDuty, Inc. | Chief Executive Officer; Director | Since Jul 2016 (Director since 2016) | Led scaling of Operations Cloud; improved non-GAAP profitability and cash flow |
| Keynote Systems, Inc. | President & CEO | Jul 2013 – Jul 2015 | Drove profitable growth; company later acquired by Dynatrace (2015) |
| Mincom | EVP & Chief Strategy Officer | To late 2011 | Led global strategy through acquisition by ABB (2011) |
| i2 Technologies (acquired by JDA) | Senior roles | Not disclosed | Enterprise software leadership |
| Procter & Gamble | Senior roles | Not disclosed | Consumer and operational foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Estée Lauder Companies Inc. | Director (public company) | Current | Cross-industry governance experience |
| UiPath, Inc. | Director (public company) | Sep 2020 – Apr 2023 | Automation/RPA oversight during growth phase |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 586,667 | 600,000 | 600,000 |
| Target Bonus % of Salary | — | — | 100% (Target $600,000) |
| Actual Bonus Paid ($) | 828,941 | 297,360 | 502,500 (83.75% of target) |
| Stock Awards Grant-Date Fair Value ($) | 21,286,825 | 18,910,576 | 18,666,881 |
| Perquisites/Other ($) | 14,864 | 14,545 | 21,626 |
Notes:
- FY2025 target/actual annual cash bonus tied solely to company performance (no individual modifier) .
- No guaranteed bonuses; clawback policy adopted in compliance with Rule 10D-1; no excise tax gross-ups .
Performance Compensation
Annual bonus metrics and outcomes (Fiscal 2025):
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| ARR | 70% | Company-set target not disclosed | 96.8% attainment → 61.4% payout | 61.4% |
| Non-GAAP Operating Margin | 30% | Company-set target not disclosed | 117.9% attainment → 135.9% payout | 135.9% |
| Blended Payout | — | — | — | 83.75% of target (leads to $502,500 payout) |
Long-term equity (FY2025 grants; approved April 2, 2024):
| Award Type | Units (Target) | Target Grant Value ($) | Earning/Outcome | Vesting |
|---|---|---|---|---|
| PSUs (GAAP Revenue metric, 100% weight) | 431,704 | 10,000,000 | 76.3% of target earned (329,383 Eligible PSUs) based on $467.5M revenue (98.6% attainment) | 33% on 1st anniversary (Apr 2, 2025), then 8 equal quarterly installments, subject to service |
| RSUs (time-based) | 431,704 | 10,000,000 | Time-vested | 1/12 quarterly from Jul 2, 2024 over 3 years, subject to service |
Design highlights:
- Pay mix emphasizes “at-risk” comp; PSU/RSU split for CEO was 50%/50% of target LTI; FY2025 PSUs earned below target; PSUs from FY2023–FY2024 were fully forfeited for underperformance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,186,632 shares (3.5% of outstanding; base 91,254,100 shares) |
| Breakdown (within 60 days of Mar 31, 2025) | 2,389,532 options exercisable; 200,728 RSUs/PSUs releasable; additional direct/indirect trust holdings as disclosed |
| Outstanding/Unvested Equity at 1/31/2025 (select) | RSUs: 323,778 (mkt val $5,996,369); FY2025 PSUs: 431,704 (target count shown in table; 76.3% eligibility certified Mar 27, 2025); prior RSUs from 2023 and 2022 outstanding |
| Option Holdings (fully vested legacy grants) | 862,448 @ $2.00 exp 7/21/2026; 713,084 @ $7.43 exp 7/9/2028; 814,000 @ $14.52 exp 3/8/2029 |
| FY2025 Realized Activity | Options exercised: 142,786 shares; value realized $2,650,680. Shares vested from stock awards: 355,138; value realized $7,064,285 |
| Hedging/Pledging | Prohibited for employees and directors (reduces alignment risk from collateralized pledges) |
| Ownership Guidelines | Not disclosed for executives in the proxy (no guideline multiple cited). |
Vesting-related supply dynamics:
- RSUs vest 1/12 quarterly over three years; PSUs earned (329,383) vest 33% at first anniversary then quarterly thereafter, creating ongoing, scheduled share delivery that can contribute to baseline insider selling pressure for tax/liquidity unless net settled .
Employment Terms
| Term | Non-CIC Termination (w/o cause; good reason; death/disability) | CIC Window Termination (3 months before to 24 months after CIC) |
|---|---|---|
| Cash Severance | Lump sum = 1.0x (base + target bonus) + $12,000; plus prorated target bonus | Lump sum = 1.5x (base + target bonus) + $12,000; plus prorated target bonus |
| Equity Acceleration (time-based) | 50% of then-unvested time-based awards accelerate; PSUs treated per award terms | 100% of then-unvested time-based awards accelerate; PSUs treated per award terms |
| COBRA Benefits | Up to 12 months | Up to 18 months |
| CIC Treatment if Awards Not Assumed | 100% acceleration of time-based awards immediately prior to CIC if not assumed/continued/substituted/cancelled for cash | |
| Triggers | Double-trigger for CIC severance; release required; Board resignation and return of property required to receive benefits | |
| Tax Gross-Up | None; 280G cutback to better net outcome |
Board Governance (dual-role implications)
- Role: CEO and Chair; not independent. Board has appointed a Presiding Director (Zachary Nelson) who leads periodic independent director sessions and serves as liaison, partially mitigating combined Chair/CEO governance risk .
- Board independence: 80% independent; average tenure 5.4 years .
- Committees: Tejada serves on no committees (Audit: Losch chair; Comp: Nelson chair; Nominating: Stewart chair) .
- Meetings/attendance: Board met 7 times in FY2025; all directors attended ≥75% of meetings .
- Director compensation: As CEO, Tejada receives no additional pay for board service .
Director/Committee Service History
| Board/Committee | Role | Years/Notes |
|---|---|---|
| PagerDuty Board | Chair and Director | Director since 2016; Chair noted in 2025 proxy |
| Presiding/Lead structure | Presiding Director in place | Presiding Director Zachary Nelson; independent oversight |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 79.9% (down from 91.8% in 2023). Company engaged investors representing 30.1% of outstanding shares; feedback focused on CEO pay, governance, and LTI design. Actions: maintained balanced PSU/RSU mix; FY2025 annual bonus paid at 83.75% of target; FY2025 PSUs earned at 76.3% (FY2023–FY2024 PSUs forfeited) .
Compensation Peer Group (used for benchmarking)
Peer selection criteria included U.S.-based enterprise software/internet companies with revenue ~0.4x–2.5x PD’s TTM at selection, market cap ~0.3x–3.0x PD, and growth >10% . FY2025 peers included (excerpt): Alkami (ALKT), Alteryx*, Amplitude (AMPL), AppFolio (APPF), Asana (ASAN), C3.ai (AI), Couchbase (BASE), DigitalOcean (DOCN), Everbridge*, Fastly (FSLY), Five9 (FIVN), Freshworks (FRSH), GitLab (GTLB), HashiCorp (HCP), JFrog (FROG), New Relic*, Rapid7 (RPD), Smartsheet*, Sprout Social (SPT), Workiva (WK), Yext (YEXT), Zuora* .
(* = taken private per proxy footnote) .
Related Party Transactions, Clawbacks, Policies
- Clawback: Compliant with Rule 10D-1 and NYSE listing standards; recovery regardless of misconduct if restatement occurs .
- Hedging & Pledging: Prohibited for employees and directors .
- Related party transactions: No transactions involving Tejada disclosed; one transaction with Expedia Group tied to a director’s former employer (Rathi Murthy) .
Company Financial Context (for pay-performance alignment)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenue ($) | 370,793,000 | 430,699,000 | 467,499,000 |
| EBITDA ($) | -111,591,000* | -67,588,000* | -39,171,000* |
Values retrieved from S&P Global.*
Additional FY2025 highlights: GAAP operating loss -$59.8M (margin -12.8%), non-GAAP operating income $82.7M (margin 17.7%), OCF $117.9M (25.2% of revenue), free cash flow $108.4M (23.2% of revenue) .
Track Record, Value Creation, Execution Risk
- Achievements: Transitioned to stronger non-GAAP profitability and cash generation; improved GAAP operating margin; continued revenue growth and high gross margins .
- Risks/flags: Combined Chair/CEO role; declining Say-on-Pay support in 2024; Pay vs Performance TSR below peer index (five-year TSR value $79.42 vs $188.45) .
- Talent/retention: FY2025 LTI split between PSUs and RSUs supports retention; PSUs earned at 76.3% reinforce pay-for-performance discipline; prior-year PSU forfeitures align outcomes to underperformance .
Director Compensation (for reference; Tejada receives none as CEO)
Non-employee directors receive an initial $450,000 RSU (vests over 3 years), annual $185,000 RSU (vests by next AGM or one year), and cash retainers (Board $35,000; committee chairs/members as specified). Director comp cap: $750,000 per year; $1,000,000 in initial year .
Investment Implications
- Pay-for-performance linkage is credible: FY2025 cash bonus paid below target (83.75%); PSUs earned at 76.3%; prior-year PSU forfeitures demonstrate downside accountability .
- Retention and supply overhang: Large scheduled RSU and earned PSU vesting creates steady insider supply; legacy, fully vested deep-in-the-money options add discretionary liquidity potential; hedging/pledging prohibitions mitigate collateral pressure but do not remove tax-driven sales .
- Governance trade-offs: Combined Chair/CEO offset by presiding director and 80% independent board; nevertheless, continued investor scrutiny likely, especially after lower 2024 Say-on-Pay support .
- Alignment in change-of-control: Double-trigger severance with 1.5x base+bonus and full time-based equity acceleration (CIC) balances retention and shareholder alignment; no 280G gross-ups .
Overall, Tejada’s incentive design is increasingly performance-weighted with explicit downside risk, aligning with the company’s profitability and FCF focus; monitor vesting calendars/Form 4s for selling pressure, and watch Say-on-Pay outcomes and TSR vs peers for governance-driven sentiment.
Sources: PagerDuty 2025 Proxy Statement (DEF 14A), including Executive Compensation, CD&A, Governance, Ownership, Say-on-Pay, and Financial Highlights sections, and related 8-K disclosures ; 8-K (Oct 30, 2023) severance updates .