Teresa Carlson
PagerDutyAbout Teresa Carlson
Teresa Carlson (age 62) has served as an independent director of PagerDuty since March 2024. She is a member of the Audit Committee and the Nominating and Corporate Governance Committee. Carlson previously held senior roles at Amazon Web Services (founder of Worldwide Public Sector and Aerospace/Satellite), Splunk (President & Chief Growth Officer), Microsoft (Corporate VP, Executive-in-Residence), and Flexport (President & Chief Commercial Officer). She holds a B.S. and M.S. from Western Kentucky University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon Web Services | Vice President; founded Worldwide Public Sector; led Aerospace & Satellite; later regulated industries | Dec 2010–Apr 2021 | Built global public-sector and regulated industries businesses |
| Splunk | President and Chief Growth Officer | Apr 2021–Mar 2022 | Drove growth initiatives |
| Microsoft | Corporate Vice President and Executive-in-Residence | May–Dec 2022 | Strategic advisory and leadership |
| Flexport | President & Chief Commercial Officer | Jan–Sep 2023 | Commercial leadership in logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Catalyst | Advisor | Since Oct 2023 | Venture firm advisor |
| Optimus Healthcare | Director | Since Aug 2023 | Board member (network of healthcare companies) |
| KnightSwan Acquisition Corp. | Director | Dec 2021–Dec 2023 | SPAC board service |
Board Governance
- Independence: The Board determined Carlson is independent under NYSE and SEC rules; 8 of 10 directors are independent .
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). Committee chairs: Audit—William Losch; Compensation—Zachary Nelson; Nominating—Bonita Stewart .
- Attendance: The Board met 7 times in FY2025; all directors attended at least 75% of Board and committee meetings during their service period. Directors are encouraged to attend annual meetings; all but one attended the 2024 annual meeting .
- Board leadership: CEO Jennifer Tejada serves as Chair; Zachary Nelson is Presiding Director and leads independent director sessions .
- Risk oversight: Audit Committee oversees major risks including cybersecurity; Nominating Committee oversees governance and succession; Compensation Committee monitors compensation risk .
Fixed Compensation
| Component | Amount | Timing/Vesting | Notes |
|---|---|---|---|
| Board cash retainer (policy) | $35,000 | Paid quarterly, pro-rated | Non-employee director policy |
| Audit Committee member fee (policy) | $10,000 | Paid quarterly, pro-rated | Member fee |
| Nominating Committee member fee (policy) | $5,000 | Paid quarterly, pro-rated | Member fee (raised from $4,000 on Mar 12, 2024) |
| Cash actually paid FY2025 (Carlson) | $38,983 | FY ended Jan 31, 2025 | Reflects pro-rated service from Mar 13, 2024 and committee fees |
Performance Compensation
| Equity Grant Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Initial RSU grant (new director) | $450,000 | Vests in 3 equal annual installments on appointment anniversary | None (time-based RSUs; no performance conditions) |
| Annual RSU grant (continuing director) | $185,000 | Fully vests by the earlier of 1 year or before next annual meeting | None (time-based RSUs; no performance conditions) |
| RSUs outstanding (Carlson, as of Jan 31, 2025) | 19,238 units | Per RSU vest schedule above | Non-performance RSUs |
| Stock awards actually granted FY2025 (Carlson) | $449,977 | Per policy schedules | Aggregate grant-date fair value under ASC 718 |
PagerDuty does not use performance-conditioned equity for director pay; director equity is time-based RSUs under the non-employee director compensation policy .
Other Directorships & Interlocks
| Company | Type | Interlocks/Conflicts |
|---|---|---|
| Optimus Healthcare (current) | Private/Healthcare-related | No related-party transactions disclosed with PagerDuty |
| KnightSwan Acquisition Corp. (prior) | Public SPAC | No interlock with PagerDuty executives/comp committee; no related-party transactions disclosed |
| General Catalyst (advisor) | Venture capital | No related-party transactions disclosed; Audit Committee reviews any related-party transactions if applicable |
Expertise & Qualifications
- Digital transformation leadership across public sector and regulated industries (AWS, Splunk, Microsoft) .
- Commercial, go-to-market, and enterprise sales leadership (Flexport) .
- Technology sector depth with global experience and governance skills aligned to PD’s Board skills matrix (technology, scaling SaaS, governance/risk, AI/emerging tech) .
- Education: B.S., M.S., Western Kentucky University .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | RSUs Outstanding (#) | Notes |
|---|---|---|---|---|
| Teresa Carlson | 6,412 | <1% (based on 91,254,100 shares outstanding as of Mar 31, 2025) | 19,238 | Beneficial ownership reflects company-reported amounts; RSUs are unvested awards |
| Shares Outstanding | 91,254,100 | — | — | Shares outstanding reference for % calc |
- Hedging and pledging of company stock is prohibited for directors under the Insider Trading Policy .
- Section 16 compliance: Company states all directors met filing requirements in FY2025; one late Form 4 was for the CFO (not Carlson) .
- Director compensation limit: $750,000 per year; $1,000,000 in first year of appointment per 2019 Equity Plan .
Governance Assessment
- Board effectiveness: Carlson adds deep enterprise/government tech and GTM expertise; active on Audit and Nominating committees, supporting risk oversight and board refreshment/governance processes .
- Independence & engagement: Independent; attended requisite meetings; participates in committees with 2025 meeting cadence (Audit 4, Nominating 4) .
- Pay alignment: Director compensation mix balanced between cash retainers and time-based RSUs; no performance-conditioned director equity—aligns with market but reduces explicit performance linkage at director level .
- Potential conflicts: No Carlson-related party transactions disclosed; Audit Committee reviews and must approve any future related-person transactions under policy .
- Shareholder signals: Company recorded 79.9% Say-on-Pay support in 2024 (down from 91.8% in 2023) and conducted outreach; while not director-specific, it indicates investor scrutiny of compensation/governance; Carlson sits on Nominating Committee which reviews governance practices .
- Structural considerations: PD maintains a staggered board and certain supermajority protections; investors queried special meeting rights; the Board chose to maintain current protections—an investor consideration for governance flexibility .
RED FLAGS
- Staggered board and supermajority voting may be viewed as entrenchment by some investors; Board opted to maintain these protections, which can affect investor confidence in governance flexibility .
- No performance-conditioned director equity; while common, some investors prefer stronger pay-for-performance signals at the board level .
Overall: No disclosed conflicts for Carlson; strong independence and committee engagement. Her background enhances PD’s board skill mix in government/regulated industries and enterprise GTM. Governance structural choices (staggered board, supermajority) deserve monitoring alongside shareholder feedback trends .