Sarah Franklin
PagerDutyAbout Sarah Franklin
Sarah Franklin, age 49, has served as an independent director of PagerDuty since December 4, 2024. She is CEO of Degree, Inc. (doing business as Lattice) since January 2024, and previously held senior roles at Salesforce including President & Chief Marketing Officer, EVP Platform, and GM Trailhead. She holds dual degrees in chemical engineering and biochemistry from Virginia Tech and brings technical and marketing expertise in scaling SaaS businesses and emerging technologies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce, Inc. | President & Chief Marketing Officer; EVP Platform; GM Trailhead | Oct 2008 – Jan 2024 | Led platform/product and go-to-market functions, recognized for brand leadership and scaling SaaS programs |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Degree, Inc. (Lattice) | Chief Executive Officer | Jan 2024 – Present | Private | People management platform; brings human capital and SaaS scaling expertise |
Board Governance
- Independence: Determined independent under NYSE and SEC rules.
- Committee assignments: Audit Committee member.
- Board/committee attendance: Board met 7 times in FY2025; all directors attended at least 75% of Board and committee meetings during their service.
- Board leadership: CEO Jennifer Tejada serves as Chair; Zachary Nelson is Presiding Director for independent director sessions.
- Audit Committee focus: Oversight of financial reporting, controls, compliance, cybersecurity risks, and related-party transactions.
Fixed Compensation
| Component | FY2025 Amount | Details |
|---|---|---|
| Cash fees | $7,274 | Prorated Board/committee retainers following Dec 4, 2024 appointment |
| Stock awards (RSUs) | $449,979 | Aggregate grant-date fair value; initial non-employee director award upon appointment |
| Options | $0 | No option awards reported for FY2025 |
| Other compensation | $0 | None reported |
Non-Employee Director Compensation Policy (effective Mar 12, 2024):
- Initial RSU grant at first appointment: $450,000; vests in 3 equal annual installments.
- Annual RSU grant: $185,000; vests by first anniversary or prior to next annual meeting.
- Cash retainers: Board $35,000; Audit Committee member $10,000; Audit Committee chair $20,000; Compensation Committee member $7,500; chair $15,000; Nominating Committee member $5,000; chair $10,000; Lead Independent Director $15,000.
- Director compensation limits: $750,000 per calendar year; $1,000,000 in first year.
Performance Compensation
| Metric Type | Applied to Director Pay | FY2025 Status | Notes |
|---|---|---|---|
| Performance-based equity (PSUs) | No | N/A | Director equity grants are time-based RSUs; no PSUs used for non-employee directors |
| Cash bonus tied to metrics | No | N/A | Not applicable for non-employee directors |
| Clawback policy | Executive officers | Company maintains Rule 10D-1-compliant clawback for executive incentive comp (not director RSUs) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Related-party Exposure |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No Franklin-linked related-party transactions disclosed; the only noted related-party transaction involved Expedia Group (linked to another director’s prior employment) |
Expertise & Qualifications
- Technical and product platform leadership; marketing and brand expertise; scaling SaaS; emerging technologies and AI exposure.
- Audit Committee service indicates financial literacy per NYSE standards for committee members.
Equity Ownership
| Ownership Measure | As of Date | Amount |
|---|---|---|
| Beneficial ownership (common stock) | March 31, 2025 | “—” (less than 1% of outstanding) |
| Outstanding RSUs (director) | Jan 31, 2025 | 20,871 RSUs outstanding (not yet vested at period end) |
| Hedging/pledging | Policy prohibition | Company prohibits hedging and pledging by directors |
Governance Assessment
- Engagement/Attendance: Satisfies attendance expectations (≥75%); joined mid-year and is active on the Audit Committee.
- Independence/Conflicts: Independent; no Franklin-related party transactions disclosed; Audit Committee oversight of related-party reviews mitigates conflict risk.
- Alignment: Initial RSU grant ($450k) and annual RSU program align director interests with long-term shareholder value; hedging/pledging prohibitions support alignment.
- Pay signals: Conservative director cash fees due to partial-year service; equity-heavy mix consistent with market norms; within director compensation limits.
- Board responsiveness: Company engaged after 2024 say-on-pay support fell to 79.9% (from 91.8%); adjustments emphasized performance linkage—positive governance signal (though focused on executive pay).
RED FLAGS: None disclosed specific to Sarah Franklin (no related-party transactions, no hedging/pledging, no attendance shortfalls).
Notes: Franklin does not currently hold other public company directorships per the proxy; beneficial ownership is minimal as of March 31, 2025, with alignment primarily via unvested RSUs granted under the director policy.