William Losch
PagerDutyAbout William Losch
Independent director (Audit Committee Chair) with 30+ years in finance leadership across SaaS and technology. Age 63; director since August 2022; B.A. in Economics from UCLA. Prior roles include CFO at Okta (2013–2021), CFO at MobiTV (2007–2013), Chief Accounting Officer at DreamWorks Animation (2004–2007), and VP Finance/Chief Accounting Officer at Yahoo! (1998–2003). Currently an advisor to Okta and a director at Druva (private), bringing “audit committee financial expert” credentials and deep public-company reporting experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Okta, Inc. | Chief Financial Officer | Jun 2013–Mar 2021 | Led public-company finance, controls, and reporting in enterprise SaaS; now advisor since retirement . |
| MobiTV, Inc. | Chief Financial Officer | Jun 2007–Jun 2013 | Finance leadership at multiscreen video technology platform . |
| DreamWorks Animation SKG, Inc. | Chief Accounting Officer | Oct 2004–May 2007 | Oversaw accounting for an SEC registrant . |
| Yahoo! Inc. | VP Finance; Chief Accounting Officer | Mar 1998–Jul 2003 | Senior finance positions at internet leader . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Okta, Inc. | Advisor | Since Mar 2021 | Advises identity management platform post-CFO retirement . |
| Druva, Inc. (private) | Director | Current | Cloud data protection and management; privately held (no public committee disclosures) . |
Board Governance
- Independence: Classified as independent; serves as Audit Committee Chair; designated an “audit committee financial expert” by PD’s Board .
- Committee assignments: Audit Committee Chair; no current assignment to Compensation or Nominating committees .
- Audit Committee composition and role: Oversight of financial reporting, auditor independence, risk (including cybersecurity), compliance, and related-party approvals. FY26 auditor selection: PwC; recommended by the Audit Committee chaired by Losch .
- Attendance and engagement: Board met 7 times in FY2025; all directors attended at least 75% of applicable Board and committee meetings; all but one director attended the 2024 annual meeting .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Chair | 4 . |
| Compensation | Not a member | 6 . |
| Nominating & Corporate Governance | Not a member | 4 . |
Fixed Compensation
| Component | Amount/Policy | FY2025 Actual (Losch) |
|---|---|---|
| Board annual cash retainer | $35,000 per non-employee director; paid quarterly, pro-rated as applicable . | Included in Fees Earned $42,615 . |
| Audit Committee Chair cash retainer | $20,000 per year; members $10,000 . | Included in Fees Earned $42,615 . |
| Lead Independent Director cash retainer | $15,000 (if applicable; not indicated for Losch) . | Not applicable (not disclosed for Losch) . |
| Equity—Annual RSU grant | $185,000 grant date fair value; vests fully by next annual meeting or first anniversary, subject to service . | Stock Awards $184,981 (grant-date fair value) . |
| Equity—Initial RSU grant (new directors) | $450,000 grant date fair value; vests over 3 years, annual installments . | Not disclosed for Losch in FY2025 table . |
| Director comp cap (policy) | Max $750,000 per year (cash+equity); $1,000,000 in first appointment year . | Within cap based on FY2025 disclosed totals . |
- FY2025 Director Compensation (Losch): Fees Earned $42,615; Stock Awards $184,981; Total $227,596; no option awards or other compensation disclosed .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; non-employee director compensation consists of fixed cash retainers and time-based RSUs (no TSR/financial KPIs for directors) . |
| Clawback/gross-ups (director pay) | Company clawback policy applies to executive officers; proxy highlights “No Significant Tax Gross-Ups” and “No Hedging or Pledging” (covers non-employee directors) . |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Private company | Druva, Inc. | Director | Cloud data protection; private (no public interlock disclosures) . |
| Public company boards | — | — | Proxy does not list any public company directorships for Losch . |
| Interlocks/conflicts | — | — | No Compensation Committee interlocks involving Losch; committee comprised of Nelson, Stewart, Murthy; no officer overlap disclosed . |
Expertise & Qualifications
- Audit committee financial expert; meets NYSE independence and financial literacy requirements .
- Long-tenured CFO and chief accounting roles across public tech companies (Okta, Yahoo, DreamWorks), aligning with PD’s SaaS profile and audit oversight needs .
- Risk oversight experience, including cybersecurity, compliance, and internal controls via Audit Committee remit .
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 18,860 (less than 1%) . |
| RSUs outstanding (as of Jan 31, 2025) | 14,182 . |
| Shares outstanding (basis for % calc) | 91,254,100 . |
| Hedging/pledging policy | Hedging and pledging prohibited for employees and non-employee directors . |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; robust audit oversight disclosed, including auditor independence and PCAOB-standard communications; Audit Committee selected PwC for FY2026 and recommended inclusion of audited financials in Form 10-K—signals active, competent oversight .
- Alignment: Director compensation predominantly equity via annual RSUs ($185,000 grant-date value) alongside modest cash retainers, with policy caps limiting excessive pay; hedging/pledging prohibited, supporting ownership alignment .
- Engagement: Board and committees met regularly (Board 7 meetings; Audit 4), with directors meeting or exceeding 75% attendance—suggests satisfactory engagement; Losch chairs a committee central to risk and financial integrity .
- Conflicts: Related party transactions section lists Expedia due to another director’s employment history; no related-party transactions involving Losch disclosed—low conflict exposure based on proxy .
- Red flags: None identified in proxy for Losch; no Section 16 reporting issues mentioned for him; no tax gross-ups; no director-specific performance grants or option repricing; compensation consultant (Compensia) deemed independent with no conflicts .
Overall, Losch’s credentials and current role as Audit Committee Chair are governance-positive for investor confidence, with limited conflict indicators and a pay structure that emphasizes long-term equity alignment .