Paul Underwood
PagerDutyAbout Paul Underwood
Paul Underwood is PagerDuty’s Chief Accounting Officer and was designated Principal Accounting Officer on July 25, 2025; he is 57 and holds a B.Sc. in Biological Sciences from the University of Birmingham . He has served as CAO since April 2025 and signs the company’s SEC filings as Principal Accounting Officer . Company performance context: FY2025 revenue was $467.5M, up 8.5% YoY; GAAP gross margin was 83.0%; GAAP operating margin improved to -12.8%; operating cash flow was $117.9M (23.2% FCF) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cloudflare, Inc. | VP Finance & Chief Accounting Officer | Mar 2019–Jun 2023 | Led the global accounting organization . |
| Autodesk, Inc. | VP Corporate Controller & Principal Accounting Officer (among various finance roles) | 2000–2018 (VP PAO 2012–2018) | Senior finance leadership at a multinational design software company . |
External Roles
No public company board or external directorships disclosed in PD’s filings about Underwood .
Fixed Compensation
- Base salary, target bonus %, and actual bonus for Underwood are not disclosed in PD’s proxy or 8-K appointment filing .
Performance Compensation
Equity Awards (grants and vesting)
| Award Type | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (2019 Equity Incentive Plan) | Jul 2, 2025 | 84,099 | Vests in periodic quarterly installments, subject to continued service | Footnote confirms RSUs granted; quarterly vesting evidenced by subsequent tax-withholding transaction on Oct 2, 2025 . |
Vesting events and insider transactions (2025)
| Date | Event | Shares | Price | After-Holdings | Notes |
|---|---|---|---|---|---|
| Oct 2, 2025 | Shares withheld to satisfy taxes on RSU vesting | 1,898 | $16.47 | 82,201 | Form 4 indicates tax withholding on RSU settlement; portion of holdings are RSUs . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership (as officer) | 84,099 RSUs reported on Form 3 (direct) . |
| Reported holdings post Oct-2025 event | 82,201 shares beneficially owned (portion RSUs) . |
| Ownership as % of shares outstanding | ~0.089% using 82,201 / 92,154,287 shares outstanding as of Apr 30, 2025 (10-Q) . |
| Hedging/Pledging | Prohibited for employees and directors under PD’s Insider Trading Policy . |
| Clawback policy | Complies with Rule 10D-1 and NYSE listing standards; mandatory recovery on accounting restatements . |
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment | Designated Principal Accounting Officer on Jul 25, 2025; serving as CAO since Apr 2025 . |
| Family relationships | None with any director or executive officer . |
| Related-party interest | No direct or indirect material interest in transactions requiring Item 404(a) disclosure . |
| Contract/arrangements | No arrangement/understanding pursuant to which he was appointed . |
| Severance/CoC | PD maintains a Severance & Change-in-Control Policy for certain executives (double-trigger; time-based awards accelerate if not assumed); specific participation for Underwood not disclosed . |
| Insider trading policy | Equity award timing practices and prohibition of hedging/pledging; grants on fixed dates; no timing around MNPI . |
| Clawback | Incentive compensation recoupment policy aligned to Rule 10D-1 . |
Investment Implications
- Alignment: Significant equity as RSUs (84,099 initially) with quarterly vesting creates retention incentives and aligns Underwood with long-term shareholder value; hedging/pledging are prohibited, improving alignment quality .
- Selling pressure: Only routine tax-withholding dispositions reported; no open-market discretionary sales disclosed to date, indicating limited near-term selling pressure from Underwood .
- Retention and control: Double-trigger CoC framework at PD and strong clawback policy mitigate governance risk; however, absence of disclosed cash compensation terms for Underwood limits full pay-for-performance assessment .
- Execution risk: Underwood’s track record leading accounting at Cloudflare and Autodesk suggests strong controllership and reporting discipline—key for PD as it scales margins and cash flow (FY2025 non-GAAP operating margin 17.7%; OCF $117.9M) .