Rathi Murthy
PagerDutyAbout Rathi Murthy
Rathi Murthy (age 59) has served as an independent director of PagerDuty since March 2019. She is currently Chief Technology Officer of Varo Bank (since March 2025) and previously served as President & Chief Technology Officer of Expedia Group (June 2021–May 2024), CTO of Verizon Media (Jan 2020–May 2021), CTO of Gap Inc. (Mar 2016–Jan 2020), and held senior technology roles at American Express (2012–2016). Murthy holds a B.S. in Electrical Engineering from Bangalore University and an M.S. in Computer Engineering from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expedia Group | President & Chief Technology Officer | Jun 2021–May 2024 | Led transformation of travel platform; innovation and CX improvements |
| Verizon Media | Chief Technology Officer | Jan 2020–May 2021 | Technology leadership at telecom media division |
| Gap Inc. | Chief Technology Officer | Mar 2016–Jan 2020 | Oversaw global technology strategy; digital transformation initiatives |
| American Express | SVP & CIO, Enterprise Growth; VP Technology | Sep 2012–Mar 2016 | Built scalable platforms for growth and digital capabilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Varo Bank | Chief Technology Officer | Mar 2025–present | First all-digital nationally chartered U.S. bank |
| University of San Francisco | Advisor, Board of Trustees Committee on IT Strategy | Not disclosed | Advisory capacity |
| Sri Sri University | Board member | Not disclosed | Board service (non-profit/academic) |
| Public company boards (other than PD) | — | — | None disclosed in PD proxy biographies |
Board Governance
- Independence: The Board determined Murthy is independent under NYSE and SEC rules; PD’s Board is 80% independent as of the 2025 proxy .
- Committee assignments: Compensation Committee member; not a chair; not on Audit or Nominating as of April 30, 2025 .
- Committee activity: FY2025 meetings—Audit 4, Compensation 6, Nominating 4 .
- Attendance: The Board met 7 times; all directors attended at least 75% of Board and committee meetings during the year .
- Board leadership: CEO Jennifer Tejada is Chair; Zachary Nelson serves as presiding director for independent sessions .
Fixed Compensation
Director compensation structure (policy update March 12, 2024) :
- Board annual cash retainer: $35,000
- Compensation Committee member retainer: $7,500; chair retainer: $15,000
- Audit Committee member retainer: $10,000; chair retainer: $20,000
- Nominating Committee member retainer: $5,000; chair retainer: $10,000 (post 3/12/2024)
Murthy’s reported director compensation:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 49,295 | 55,041 |
| Stock Awards ($) | 184,980 | 184,981 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 234,275 | 240,022 |
Notes:
- Annual RSU grant policy value for continuing directors: $185,000 FMV; vests in full by next annual meeting or first anniversary .
- New director initial RSU grant: $450,000 FMV, vests in three equal annual installments .
Performance Compensation
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| RSU performance criteria | None disclosed; director RSUs vest time-based per policy |
| Options/PSUs for directors | No option grants reported for Murthy in FY2024–FY2025; no PSUs disclosed for directors |
Compensation governance:
- Independent compensation consultant (Compensia); no conflicts reported in FY2025 .
- Clawback policy compliant with Exchange Act Rule 10D-1 and NYSE; recovery of erroneously awarded incentive-based compensation for executives (directors not covered as “executives”) .
- Hedging and pledging prohibited for directors and employees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in PD proxy biographies for Murthy |
| Compensation Committee interlocks | None; PD reports no interlocks or insider participation for the Compensation Committee |
Expertise & Qualifications
- Technical expertise: Engineering and enterprise technology; building products/platforms at scale; executive leadership across public companies .
- Education: B.S. Electrical Engineering (Bangalore University); M.S. Computer Engineering (Santa Clara University) .
- Sector experience: Technology, telecommunications, retail, financial services; global scope .
Equity Ownership
| Ownership Metric (as of 3/31/2025) | Amount |
|---|---|
| Beneficial ownership (shares) | 127,256 |
| Ownership % of shares outstanding | <1% (“*” in proxy) |
| Options exercisable within 60 days | 103,881 (fully vested) |
| RSUs outstanding (not included in beneficial count unless releasable) | 8,817 |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy |
Governance Assessment
-
Strengths:
- Independent director with deep technology leadership across multiple blue-chip companies; brings engineering and platform scale expertise directly relevant to PD’s product/customer base .
- Active Compensation Committee member; committee fully independent; regular meetings (6 in FY2025) support compensation oversight rigor .
- Attendance meets threshold (≥75%); Board met seven times; supports engagement expectations .
- Pay mix aligns director incentives with stockholder outcomes via time-based RSUs; capped director compensation under the 2019 Equity Plan; hedging/pledging prohibited .
-
Potential red flags / monitoring items:
- Related-party exposure: PD recognized ~$3.6M revenue from Expedia Group in FY2025 under a master service agreement; Murthy was President & CTO at Expedia until May 2024. Audit Committee oversees related-party approvals and Board affirmed independence, but this commercial relationship warrants continued monitoring for conflicts and recusal practices when applicable .
- Year-over-year increase in cash fees ($49,295 → $55,041) without additional disclosed chair responsibilities; likely reflects policy retainer structure and timing, but continued scrutiny of committee workloads versus cash adjustments is prudent .
- No disclosed director stock ownership guidelines; while RSU grants create alignment, absence of guidelines limits formal “skin-in-the-game” targets compared to peer best practices .
-
Net view:
- Murthy’s independence, committee role, attendance, and technology credentials support board effectiveness. The Expedia commercial relationship is disclosed and under Audit Committee purview; oversight and recusal discipline should continue to be validated in future filings to maintain investor confidence .