PagerDuty appoints John DiLullo as CEO, replacing 10-year leader Jennifer Tejada

On May 11, 2026, PagerDuty, Inc. (the “Company”) announced the appointment of John DiLullo as the Company’s Chief Executive Officer (“CEO”), effective May 11, 2026 (the “Appointment Date”).

In connection with Mr. DiLullo’s appointment as CEO, the Company and Mr. DiLullo entered into an offer letter (the “Offer Letter”) pursuant to which Mr. DiLullo’s annual base salary will be $600,000 and his target annual bonus opportunity will be $600,000 (with his annual bonus with respect to fiscal year 2027 to be prorated and no less than $300,000). Beginning in fiscal year 2028, Mr. DiLullo’s annual bonus will be based solely on achievement of applicable performance metrics. In addition, Mr. DiLullo will be eligible to receive one-time equity awards with an aggregate target value of $19,000,000, consisting of the following: (a) a restricted stock unit award with a target value of $7,000,000, to be granted on or around Mr. DiLullo’s employment start date and subject to time-based vesting over four years; (b) a performance restricted stock award with a target value of $7,000,000, to be granted on or around Mr. DiLullo’s employment start date and which is eligible to be earned based on applicable annual performance metrics over a period of three years, including, for the first year of such award, the Company’s relative total shareholder return (the “PSU Grant”); and (c) two restricted stock unit awards structured to incentivize sustained increase in the Company’s stock price, each with a target value of $2,500,000, which will be awarded only upon the Company’s achievement of specified stock‑price thresholds, to be granted as soon as practicable following the period in which the Company’s average stock price, computed over the prior 60-day trading period, reaches $10.00 or $13.00, respectively, subject to time-based vesting over four years following the applicable grant date, and which awards are eligible to be granted only if the applicable stock price threshold is achieved prior to the third anniversary or the fifth anniversary of the grant date, respectively (the “Market-Based RSU Grants”).

If Mr. DiLullo’s employment is terminated without cause or for good reason within three months before or 24 months following a change in control, he would be eligible for (i) a lump sum cash severance amount equal to the product of 1.5 multiplied by the sum of his annual base salary and target annual bonus opportunity, (ii) full accelerated vesting and exercisability, as applicable, of 100% of his then outstanding time-based equity awards, (iii) a lump sum cash payment in respect of the applicable portions of his PSU Grant for which the performance criteria have not previously been determined, determined based on target levels, (iv) a lump sum cash payment in respect of his Market-Based RSU Grants, determined based on target levels, payable only if the price per share of Company common stock in such change in control transaction equals or exceeds the relevant threshold price ($10.00 or $13.00), and the change in control transaction occurs before such Market-Based RSU Grants would have otherwise been forfeited, (v) a prorated amount of his target annual bonus opportunity from the beginning of the Company’s fiscal year until the date of termination, payable in a lump sum, and (vi) subsidized continuation of the health plan benefits for Mr. DiLullo and his eligible dependents for up to 18 months following the date of termination.

In connection with the Company’s planned leadership transition, Jennifer Tejada, who has served as the CEO of the Company since 2016, will cease to serve as CEO on the Appointment Date. From the Appointment Date until the date on which she no longer serves in such position (the “Transition Date”), Ms. Tejada will serve as Executive Chair of the Company. Ms. Tejada’s service as Executive Chair will end on the Transition Date, and from the Transition Date until the Company’s 2027 annual meeting of stockholders (the “2027 Annual General Meeting”), Ms. Tejada will continue to serve as a non-employee member of the Board of Directors of the Company (the “Board”).

On May 11, 2026, the Company issued a press release announcing the appointment of Mr. DiLullo as the Company’s CEO and Ms. Tejada’s transition to Executive Chair of the Company.

Press Release, dated May 11, 2026