SecProbe.io

September 19, 2024
Jennifer G. Tejada
Chief Executive Officer and Chair of Board of Directors
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, CA 94108
Re:PagerDuty, Inc.
Definitive Proxy Statement on Schedule 14A
Filed May 2, 2024
File No. 001-38856
Dear Jennifer G. Tejada:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information  and/or confirming that
you will revise your future proxy disclosures in accordance with  the topics discussed below . If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional  comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 65
1.We note that you have included “Net loss attributable to PagerDuty, Inc. common
shareholders” in column (h) of your pay versus performance table in lieu of net income as
required by Item 402(v)(2)(v) of Regulation S-K.  Please include net income (loss), as
reported in your audited GAAP financial statements, in column (h) for all years covered
by the table and throughout your disclosure, including your relationship disclosure. Refer
to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that
you may voluntarily provide supplemental measures of net income or financial
performance, so long as any additional disclosure is “clearly identified as supplemental,
not misleading, and not presented with greater prominence than the required disclosure.”
See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8, 2022)] at Section II.F.3.

September 19, 2024
Page 2
2.We note that you have identified “Operating Margin” as your Company-Selected Measure
pursuant to Item 402(v)(2)(vi) of Regulation S-K; however, your disclosure on pages 68
and 70 uses the term “Non-GAAP Operating Margin.” In addition, the term “OpMargin”
on page 39 has the same definition as “Operating Margin” in the second sentence of
footnote (8). Please revise to use consistent terminology for your Company-Selected
Measure throughout your pay versus performance disclosure. Please also tell us and
consider revising future disclosure, if applicable, to clarify whether the term “OpMargin”
on page 39 is meant to represent a different value from your Company-Selected Measure
“Operating Margin.”
3.While Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e)
of Regulation S-K, you must provide disclosure as to how the Company-Selected
Measure is calculated from your audited financial statements. Although the second
sentence of footnote (8) appears to provide a description of how your Company-Selected
Measure, Operating Margin, is calculated from your audited financial statements, you also
refer in the first sentence of footnote (8) to information in your periodic reports for fiscal
year 2023. Please note that incorporation by reference to other filings will not satisfy the
disclosure requirements under Item 402(v) of Regulation S-K, and your reference to these
filings is unclear considering the full description provided in footnote (8). Please confirm
whether the second sentence of footnote (8) represents the description of your Company-
Selected Measure required by Item 402(v)(2)(vi) of Regulation S-K. Alternatively,
provide us with a definition of your Company-Selected Measure, Operating Margin. In
addition, please revise future filings to provide the description required by Item
402(v)(2)(vi) of Regulation S-K without any reference to other filings.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program