New CFO Eric Prengel joins PagerDuty (NYSE: PD) as Howard Wilson retires
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
PagerDuty, Inc. has appointed Eric Prengel as Chief Financial Officer effective June 22, 2026, succeeding longtime CFO Howard Wilson, who will serve as a Strategic Advisor until no later than February 28, 2027 as part of a planned leadership transition.
Under his offer letter, Prengel will receive an annual base salary of $460,000 and a target annual bonus equal to 75% of his base salary, with his fiscal 2027 bonus prorated. He is also slated to receive a time-based restricted stock unit award covering 600,000 shares and a performance-based restricted stock unit award covering 300,000 shares at target, both to be granted on the company’s first regular quarterly grant date following his start. Prengel will participate as a Tier 2 Participant in PagerDuty’s Amended and Restated Executive Severance and Change in Control Policy and will enter into the company’s standard indemnification agreement.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $460,000 per year
Target bonus rate: 75% of base salary
Time-based RSU grant: 600,000 shares
+3 more
6 metrics
CFO base salary
$460,000 per year
Annual base salary for CFO Eric Prengel under offer letter
Target bonus rate
75% of base salary
Target annual bonus opportunity for CFO, prorated for fiscal 2027
Time-based RSU grant
600,000 shares
Restricted stock unit award vesting over four years
Performance-based RSU grant
300,000 shares (target)
Performance-based restricted stock units tied to annual metrics
Strategic Advisor period end
February 28, 2027
Latest date Howard Wilson will serve as Strategic Advisor
CFO appointment date
June 22, 2026
Effective date of Eric Prengel’s appointment as CFO
Key Terms
restricted stock unit, performance-based restricted stock unit, Executive Severance and Change in Control Policy, indemnification agreement, +1 more
5 terms
restricted stock unit financial
"a restricted stock unit award covering 600,000 shares of the Company’s common stock"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based restricted stock unit financial
"a performance-based restricted stock unit award covering 300,000 shares of Common Stock (at target)"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Executive Severance and Change in Control Policy financial
"eligible to participate as a Tier 2 Participant in the Company’s Amended and Restated Executive Severance and Change in Control Policy"
indemnification agreement regulatory
"Mr. Prengel will also enter into the Company’s standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On June 22, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2026
_________________________
(Exact name of Registrant as Specified in Its Charter)
_________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(844 ) 800-3889
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On 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.
Appointment of Mr. Prengel as CFO
As 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.
Mr. 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.
Offer Letter with Mr. Prengel
In 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.
With 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.
The 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.
Item 7.01 Regulation FD Disclosure.
On June 22, 2026, the Company issued a press release announcing the appointment of Mr. Prengel as the Company’s CFO. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release dated June 22, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PagerDuty, Inc. | ||||||||
Date: June 22, 2026 | By: | /s/ Christopher Ferro | ||||||
Name: | Christopher Ferro | |||||||
Title: | Chief Legal Officer & Secretary | |||||||
PagerDuty Appoints Eric Prengel as Chief Financial Officer
Howard Wilson Retires as Chief Financial Officer
SAN FRANCISCO – June 22, 2026 – PagerDuty, Inc. (NYSE:PD), a leader in AI-first operations management, today announced that Eric Prengel has joined the company as Chief Financial Officer. Prengel will oversee our Finance and Business Operations organization at PagerDuty, including all Finance and Accounting Functions, Global Business Operations, Corporate Strategy, Corporate Development, and Investor Relations with a focus on advancing business objectives as PagerDuty enters its next phase of growth.
Prengel succeeds Howard Wilson who is retiring before the end of the second quarter of fiscal 2027, ending July 31, 2026.
“We are thrilled to welcome as CFO, a financial leader who seamlessly combines operational discipline with a sharp, strategic mindset,” said John DiLullo, CEO, PagerDuty. “Eric's foundational background leading public company financial teams together with his distinguished accomplishments as an investment banker, give him a unique strategic focus and a deep understanding of how to drive value for customers and shareholders. His comprehensive financial expertise and passion for technology make him the perfect fit to help scale our organization and drive long-term shareholder value.”
Prengel joins PagerDuty with more than 20 years of leadership experience in technology, investment banking, and management consulting organizations, including Elastic, JPMorgan, Deutsche Bank, Thomas Weisel Partners, and Stern Stewart & Co.
“Joining PagerDuty at this pivotal moment is truly the opportunity of a lifetime,” said Eric Prengel, Chief Financial Officer at PagerDuty. “PagerDuty is already an incredible leader in incident management, and helping lead this team through its initial public offering and now joining as our CFO is a professional dream come true. With the massive momentum behind our AI offerings and a strong footprint of 36,000 global customers, I am incredibly energized to work with John and the leadership team to accelerate our profitable growth and deliver massive, durable value for both our customers and shareholders.”
Prengel earned his bachelor’s degree from the University of Pennsylvania in economics.
About PagerDuty Inc.
PagerDuty, Inc. (NYSE: PD) is the global leader in AI-first digital operations. By automatically detecting, diagnosing, and remediating issues, the PagerDuty Operations Cloud acts as the central control plane for the modern enterprise - orchestrating AI agents and automated workflows with context from over 750 integrations. Trusted by approximately two-thirds of the Fortune 100 and nearly half of the Fortune 500, PagerDuty is the industry standard for organizations scaling resilient, autonomous operations. Learn more and try it for free at www.pagerduty.com.
The PagerDuty Operations Cloud
The PagerDuty Operations Cloud is an AI-powered platform that automates and orchestrates the entire incident management lifecycle - from detection to resolution, providing resilience at scale. Designed for mission-critical operations, the platform empowers teams to identify and diagnose disruptions in real time, mobilizing the right teams to quickly streamline workflows to solve digital issues before they become incidents. The PagerDuty Operations Cloud is essential for delivering flawless, always-on digital experiences that organizations and consumers expect today.
Media Contact:
Amberly Asay Janke
media@pagerduty.com
Investor Contact:
investor@pagerduty.com
FAQ
What leadership change did PagerDuty (PD) announce in this 8-K filing?
PagerDuty announced that Eric Prengel has been appointed Chief Financial Officer effective June 22, 2026, succeeding Howard Wilson. Wilson, CFO since 2016, will transition to a Strategic Advisor role until no later than February 28, 2027 as part of a planned leadership change.
What is the compensation package for new PagerDuty CFO Eric Prengel?
Eric Prengel will receive a $460,000 annual base salary and a target annual bonus equal to 75% of base salary. His fiscal 2027 bonus will be prorated and he will also receive significant equity awards in the form of RSUs and performance-based RSUs.
What equity awards will PagerDuty grant to CFO Eric Prengel?
PagerDuty plans to grant Prengel a restricted stock unit award covering 600,000 shares of common stock with four-year time-based vesting. He will also receive a performance-based restricted stock unit award covering 300,000 shares at target, earned based on annual performance metrics over a specified period.
How long will outgoing PagerDuty CFO Howard Wilson remain with the company?
Howard Wilson has ceased serving as CFO as of June 22, 2026 but will remain with PagerDuty as a Strategic Advisor. This advisory role will continue from the appointment date until no later than February 28, 2027 to support the leadership transition.
What severance protections will PagerDuty CFO Eric Prengel have?
Eric Prengel will be eligible to participate as a Tier 2 Participant in PagerDuty’s Amended and Restated Executive Severance and Change in Control Policy. His rights and benefits will be governed by that policy’s terms, in addition to the offer letter provisions described in the disclosure.
Did PagerDuty issue a press release about the new CFO appointment?
Yes. PagerDuty issued a press release on June 22, 2026 announcing Eric Prengel’s appointment as CFO and Howard Wilson’s retirement. The press release is included as Exhibit 99.1 to the filing and is furnished under Regulation FD, not filed for liability under Section 18.