{"url_path":"/sec/pd/8-k/2026-06-22/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1568100/0001568100-26-000033-index.html","accession_number":"0001568100-26-000033","cik":"0001568100","ticker":"PD","issuer_name":"PagerDuty, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1568100/0001568100-26-000033-index.html","primary_entity_key":"0001568100","primary_entity_name":"PagerDuty, Inc."},"word_count":640,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 22, 2026, PagerDuty, Inc. (the “Company”) announced the appointment of Eric Prengel as the Company’s Chief Financial Officer (“CFO”), effective June 22, 2026 (the “Appointment Date”). In connection with the Company’s planned leadership transition, Howard Wilson, who has served as the CFO of the Company since 2016, has ceased serving as CFO on the Appointment Date, as previously disclosed. From the Appointment Date until no later than February 28, 2027, Mr. Wilson will serve as a Strategic Advisor to the Company.\n\nAppointment of Mr. Prengel as CFO\n\nAs of the Appointment Date, Mr. Prengel has been appointed as the Company’s CFO to serve until his successor is duly elected and qualified, or until his earlier death, resignation or removal.\n\nMr. Prengel, 44, most recently served as Global Vice President of Finance at Elastic N.V. (ESTC), a platform for enterprise search, observability, and cybersecurity, from January 2023 until June 2026, where he led FP&A, Strategic Finance, Investor Relations, Deal Desk, Procurement, and Enterprise Data, and previously served as Interim Chief Financial Officer of the company from December 2024 until March 2025. Prior to Elastic, Mr. Prengel served as Head of West Coast Technology Investment Banking from September 2021 until January 2023, and as Managing Director from July 2020 until September 2021, each at J.P. Morgan. He has also held investment banking positions at Deutsche Bank and Thomas Weisel Partners, and began his career as a management consultant at Stern Stewart & Co. Mr. Prengel holds a B.A. in Economics from the University of Pennsylvania.\n\nOffer Letter with Mr. Prengel\n\nIn connection with Mr. Prengel’s appointment as CFO, the Company and Mr. Prengel entered into an offer letter (the “Offer Letter”) pursuant to which Mr. Prengel’s annual base salary will be $460,000 (subject to applicable withholding) and his target annual bonus opportunity will be 75% of his annual base salary (with his annual bonus with respect to fiscal year 2027 to be prorated), based on achievement of applicable performance metrics. In addition, Mr. Prengel will be eligible to receive equity awards consisting of the following: (a) a restricted stock unit award covering 600,000 shares of the Company’s common stock (the “Common Stock”), to be granted on the Company’s first regular quarterly grant date following Mr. Prengel’s employment start date and subject to time-based vesting over four years; and (b) a performance-based restricted stock unit award covering 300,000 shares of Common Stock (at target), to be granted on the Company’s first regular quarterly grant date following Mr. Prengel’s employment start date and which is eligible to be earned based on applicable annual performance metrics over a specified performance period to be determined by the Company’s board of directors or a committee thereof.\n\nWith respect to severance, Mr. Prengel will be eligible to participate as a Tier 2 Participant in the Company’s Amended and Restated Executive Severance and Change in Control Policy, which is attached as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31. 2023, which was filed with the Securities and Exchange Commission on December 1, 2023, subject to all terms and conditions of such policy.\n\nThe foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending July 31, 2026. Mr. Prengel will also enter into the Company’s standard form of indemnification agreement, the form of which is attached as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (333-230323), which was filed with the Securities and Exchange Commission on March 15, 2019."}