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PagerDuty (NYSE: PD) names Alkami CEO Alex Shootman to its board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PagerDuty, Inc. reported that Elena Gomez resigned from its Board of Directors and Audit Committee, effective July 11, 2026. The company stated her resignation was not due to any disagreement regarding operations, policies, or practices.

On July 14, 2026, the Board appointed Alex Shootman as a Class I director to fill the vacancy, with a term expiring at the 2029 Annual Meeting of Stockholders, and named him to the Audit and Compensation Committees. He will receive compensation under the existing Non-Employee Director Compensation Policy and enter into the standard indemnification agreement. PagerDuty also furnished a Regulation FD press release announcing these board changes.

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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.
Gomez resignation effective date July 11, 2026 Effective date of Elena Gomez’s resignation from the Board and Audit Committee
Shootman appointment effective date July 14, 2026 Date Alex Shootman was appointed to the Board and committees
Director term end 2029 Annual Meeting of Stockholders Scheduled expiration of Alex Shootman’s Class I director term
Workfront acquisition price $1.5 billion Consideration for Workfront’s acquisition by Adobe in 2020 while led by Shootman
Eloqua sale price $900 million Value of Eloqua’s sale to Oracle following its 2012 IPO
Operating experience over 25 years Alex Shootman’s stated years of operating experience in technology and SaaS
Audit Committee financial
"from the audit committee of the Board (the "Audit Committee")"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee financial
"the compensation committee of the Board (the "Compensation Committee")"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure. On July 14, 2026, the Company issued"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Non-Employee Director Compensation Policy financial
"in accordance with the Company’s Non-Employee Director Compensation Policy"
indemnification agreement regulatory
"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.
AI-first digital operations technical
"PagerDuty, Inc. (NYSE: PD), a leader in AI-first operations management"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board change did PagerDuty (PD) disclose in this Form 8-K?

PagerDuty disclosed that Elena Gomez resigned from its Board and Audit Committee effective July 11, 2026, and that Alex Shootman was appointed to the Board, Audit Committee, and Compensation Committee effective July 14, 2026.

Why did Elena Gomez resign from PagerDuty (PD)’s Board of Directors?

PagerDuty stated that Elena Gomez resigned from the Board and Audit Committee to focus on her duties at Toast, and confirmed her resignation was not due to any disagreement regarding the company’s operations, policies, or practices.

Who is Alex Shootman, newly appointed to the PagerDuty (PD) Board?

Alex Shootman is the Chief Executive Officer of Alkami Technology, Inc. with over 25 years of operating experience, including leading Workfront through its $1.5 billion acquisition by Adobe and guiding Eloqua to a $900 million sale to Oracle.

What is the term of Alex Shootman’s directorship at PagerDuty (PD)?

Alex Shootman will serve as a Class I director with a term expiring at PagerDuty’s 2029 Annual Meeting of Stockholders, serving until his successor is elected and qualified or until earlier death, resignation, or removal.

Which board committees will Alex Shootman serve on at PagerDuty (PD)?

Effective July 14, 2026, Alex Shootman was appointed to both the Audit Committee and the Compensation Committee of PagerDuty’s Board, strengthening oversight of financial reporting and executive compensation matters.

How will Alex Shootman be compensated as a PagerDuty (PD) director?

PagerDuty stated that Alex Shootman will receive director compensation beginning July 14, 2026, under its Non-Employee Director Compensation Policy and will enter into the company’s standard indemnification agreement for directors.

What did PagerDuty (PD) furnish under Regulation FD in this filing?

PagerDuty furnished, under Item 7.01 Regulation FD, a press release dated July 14, 2026 announcing Elena Gomez’s resignation and Alex Shootman’s appointment; this information is furnished, not filed, for Exchange Act purposes.
FALSE000156810000015681002026-07-112026-07-11

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): July 11, 2026
_________________________

PAGERDUTY, INC.
(Exact name of Registrant as Specified in Its Charter)
_________________________

Delaware001-3885627-2793871
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)(IRS Employer
Identification No.)
   
600 Townsend St., Suite 200
San Francisco, California
 94103
(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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.000005 par value per share
PD
New York Stock Exchange (NYSE)
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.

Resignation of Elena Gomez as Director

On July 11, 2026, Elena Gomez informed PagerDuty, Inc. (the "Company") of her resignation from the Board of Directors (the “Board”) of the Company and from the audit committee of the Board (the "Audit Committee"), effective July 11, 2026. Ms. Gomez’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board expressed its appreciation for Ms. Gomez’s service to the Company and her invaluable contributions to the Board.

Appointment of Alex Shootman as Director

On July 14, 2026, the Board appointed Alex Shootman to the Board to fill the vacancy created by Ms. Gomez's departure, with an effective date of July 14, 2026. Mr. Shootman will serve as a Class I director, with a term expiring at the Company's 2029 Annual Meeting of Stockholders. He will serve until his successor is elected and qualified, or sooner in the event of his death, resignation, or removal.

The Board has also appointed Mr. Shootman to the Audit Committee and the compensation committee of the Board (the "Compensation Committee"), effective July 14, 2026.

There were no arrangements or understandings pursuant to which Mr. Shootman was appointed to the Board and there have been no related party transactions between the Company and Mr. Shootman that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. Shootman will be entitled to receive compensation beginning on July 14, 2026, in accordance with the Company’s Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.11 to the Company’s Registration Statement on form S-1/A (333-230323), which was filed with the Securities and Exchange Commission on March 21, 2019. Mr. Shootman 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 July 14, 2026, the Company issued a press release announcing the resignation of Elena Gomez from the Board and the appointment of Mr. Shootman to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1
Press Release Issued by PagerDuty, Inc. dated July 14, 2026
104Cover 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: July 14, 2026
By:
/s/ Christopher Ferro
 
Name:
Christopher Ferro
 
Title:
Chief Legal Officer & Secretary




Exhibit 99.1
image_0a.jpg
PagerDuty Appoints Alex Shootman to Board of Directors
Veteran Technology Leader and Alkami CEO Brings Deep Experience
Scaling Enterprise Platforms to the PagerDuty Board
SAN FRANCISCO – July 14, 2026 - PagerDuty, Inc. (NYSE: PD), a leader in AI-first operations management, today announced the appointment of Alex Shootman to the company's Board of Directors, with an effective date of July 14, 2026.
Additionally, PagerDuty announced the resignation of Elena Gomez from its Board of Directors to focus on her duties as President and Chief Financial Officer at Toast.
“Alex brings over 25 years of exceptional operating experience to the PagerDuty board,” said John DiLullo, CEO at PagerDuty. “Alex is an ideal addition to the Board at this time based on his expertise building and scaling enterprise SaaS businesses through the most challenging parts of growth. His discipline and experiences are directly relevant as we push deeper into the enterprise market and build lasting value for our customers and shareholders.”
DiLullo continued, “Elena gave nearly eight years to this Board, and PagerDuty is a better company for it. She helped shape PagerDuty from an early-stage pioneer into a leading public enterprise and she leaves us well-positioned for what comes next. Her many contributions will be long-remembered.”
Mr. Shootman is currently the Chief Executive Officer and a member of the Board of Directors of Alkami Technology, Inc. He brings a stellar pedigree of driving enterprise scale and category creation in the SaaS ecosystem. Previously, Mr. Shootman served as President and CEO of Workfront from 2016 through its successful $1.5 billion acquisition by Adobe in 2020. Prior to that, he was President of Worldwide Field Operations at Apptio during a phase of aggressive global expansion, and President of Eloqua, where he helped pioneer market category creation, guided the company through its 2012 IPO, and oversaw its subsequent $900 million sale to Oracle. He has also held executive leadership roles at IBM and BMC Software.
“PagerDuty sits at the very center of modern enterprise resilience, acting as a critical platform in a world transformed by complex, AI-first operations,” said Shootman. “Throughout my career, I’ve focused on scaling platforms that run mission-critical corporate operations, and I know firsthand how essential real-time availability and automation are to the enterprise. PagerDuty's momentum with its platform presents an incredible opportunity for global growth. I look forward to partnering with John, the Board, and the entire leadership team to help guide the company through its next phase of enterprise market leadership.”
Mr. Shootman's appointment strengthens PagerDuty’s corporate governance and operational oversight as the company accelerates its mission to automate and orchestrate the entire incident management lifecycle at scale.
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
Debbie O’Brien
media@pagerduty.com

Investor Contact
investor@pagerduty.com

SOURCE PAGERDUTY


Filing Exhibits & Attachments

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