Zachary Nelson
PagerDutyAbout Zachary Nelson
Independent director of PagerDuty since June 2018; age 63. Former CEO of NetSuite (2002–2017; acquired by Oracle in November 2016). Currently CEO of ZE Investments (since December 2021). Education: B.S. Biological Sciences and M.A. Anthropology from Stanford University . He is independent under NYSE rules and serves as Presiding Director of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetSuite Inc. | Chief Executive Officer | 2002–2017 | Led scaling of a high-velocity cloud software company; NetSuite acquired by Oracle in Nov 2016 . |
| ZE Investments | Chief Executive Officer | Dec 2021–Present | Private investment company leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freshworks, Inc. | Director; Audit Committee member | Aug 2021–Present | Serves on board and audit committee; Freshworks is a software solutions company . |
| Acumatica Inc. (private) | Director | Apr 2024–Present | Board role at cloud ERP provider . |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member; not on Audit .
- Board leadership: Presiding Director (leads executive sessions of independent directors; liaison to Chair) .
- Independence: Board determined Nelson is independent (NYSE and SEC standards) .
- Tenure/class: Class III director nominated in 2025 to serve until 2028 .
- Attendance and engagement: Board met 7 times in FY2025; all directors attended at least 75% of Board and applicable committee meetings; all but one attended the 2024 annual meeting .
- Committee activity levels: FY2025 meetings—Audit (4), Compensation (6), Nominating (4) .
- Board profile: 80% independent; average tenure 5.4 years; gender diversity 60% female .
Fixed Compensation
Director pay policy (effective March 12, 2024) and actual FY2025 payouts:
-
Policy cash retainers:
- Board member: $35,000
- Presiding/Lead Independent Director: +$15,000
- Compensation Chair: +$15,000 (member $7,500)
- Nominating Chair: +$10,000; member $5,000
- Audit Chair: +$20,000; member $10,000 .
-
Policy equity:
- Initial RSU grant: $450,000 (3-year annual vesting)
- Annual RSU grant: $185,000 (1-year vesting; granted at annual meeting) .
- Director annual total cap: $750,000; $1,000,000 in first year .
| Item | FY2025 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 20,329 |
| Option Awards | — |
| Stock Awards | — |
| All Other Compensation | 105,358 |
| Total | 125,687 |
Notes:
- As of January 31, 2025, Nelson held 8,817 outstanding RSUs (from prior grants), despite no FY2025 stock award being recognized in the table .
- Director equity grants (initial/annual) vest per policy; amounts above reflect ASC 718 grant-date fair value reporting where applicable .
Performance Compensation
Directors’ equity grants are time-based RSUs; no performance metrics are tied to director compensation in the proxy.
| Component | Metric | Weight | Result |
|---|---|---|---|
| Director Equity | None disclosed (time-based RSUs only) | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Freshworks, Inc. | Director | Audit Committee | No compensation committee interlocks; company discloses no interlocks involving PD executives and other entities’ boards/comp committees . |
| Acumatica Inc. (private) | Director | — | Private company; no related-party transactions disclosed with PD . |
Expertise & Qualifications
- Public company CEO experience and SaaS scaling: NetSuite leadership; relevant to PD’s path to $1B revenue scale .
- Finance and audit exposure via Freshworks audit committee service .
- Technology and enterprise software domain expertise aligned with PD’s Operations Cloud .
- Academic credentials: Stanford University (BS Biological Sciences; MA Anthropology) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (common stock) | 321,834 shares; <1% outstanding |
| RSUs Outstanding (as of Jan 31, 2025) | 8,817 units |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Ownership alignment notes:
- Director equity grants (initial/annual RSUs) vest per standard policy; no pledging permitted, supporting alignment .
Governance Assessment
-
Strengths:
- Independent director; Presiding Director role enhances independent oversight of CEO/Chair .
- Compensation Committee chaired by Nelson is fully independent, uses an independent consultant (Compensia) with no conflicts; robust processes and executive sessions .
- Board/committee attendance thresholds met; committee cadence regular (Audit 4; Comp 6; Nom 4) .
- Clawback policy compliant with Rule 10D-1; hedging/pledging prohibited—positive alignment signals .
-
Watch items / RED FLAGS:
- Say-on-Pay support declined to 79.9% in 2024 from ~91.8% in 2023; as Compensation Chair, Nelson led engagement, but investor scrutiny of pay design persists .
- Staggered board and supermajority protections maintained; investors expressed concern about special meeting limitations and action via unanimous written consent—entrenchment risk perception .
- Director compensation table shows significant “All Other Compensation” of $105,358 for Nelson without footnote detail in the director section; investors may seek clarity on components and policy consistency (policy caps apply) .
-
Conflicts/Related-party:
- No related-party transactions disclosed involving Nelson; PD’s policy requires Audit Committee review/approval of any such transactions .
-
Compliance:
- Section 16(a) filings: company reports compliance; one late Form 4 was by CFO, not Nelson .