Filed by the Registrant ☒    Filed by a Party other than the Registrant ☐

☐  Preliminary Proxy Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐  Definitive Additional Materials

☐  Soliciting Material Pursuant to §240.14a-12

☒    No fee required.

☐    Fee paid previously with preliminary materials

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

•To elect three Class III directors, Ambika Kapur Gadre, Steve Rowland and Kenneth "Chip" Virnig to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023;

•To conduct a non-binding, advisory vote to approve the compensation of our named executive officers; and

•To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).

Only stockholders of record at the close of business on July 1, 2022 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You may attend, vote and participate at the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2022 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on the proxy card, or in the instructions included with the proxy materials dated July 14, 2022. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on July 1, 2022, the Record Date, or hold a valid proxy for the Annual Meeting. If you are a stockholder of record or hold shares through a broker, trustee, or nominee, your ownership as of the Record Date will be verified prior to admittance into the Annual Meeting. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 24, 2022. For instructions on how to vote your shares, please refer to the instructions on the Notice of Availability of Proxy Materials you received in the mail, the section titled “How do I vote?” beginning on page 2 of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, Massachusetts 02451, Attention: Corporate Secretary or by email to ir@dynatrace.com. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 are also available on the SEC’s website at www.sec.gov and on our website at https://ir.dynatrace.com/.

Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice was mailed to holders of record and beneficial owners of our common stock starting on or about July 14, 2022. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2022 Annual Meeting of Stockholders, this proxy statement, the proxy card and our 2022 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 2022 Annual Meeting of Stockholders, this proxy statement and our 2022 Annual Report are available on our website, www.dynatrace.com, no other information contained on either website is incorporated by reference in or considered to be a part of this proxy statement.

This year’s Annual Meeting will be held virtually. To attend and participate in the Annual Meeting, stockholders will need to access the live webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/DT2022 and enter the 16-digit control number provided in the Notice, on the proxy card, or in the instructions included with the printed proxy materials.

Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct, which will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. The Annual Meeting’s Rules of Conduct will be available on www.virtualshareholdermeeting.com/DT2022 prior to the Annual Meeting.

Additional information regarding matters addressing technical and logistical issues, including technically support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/DT2022.

You may attend the Annual Meeting virtually via the internet at www.virtualshareholdermeeting.com/DT2022 and you may vote during the meeting. Access to the webcast will begin at 12:45 pm Eastern Time on August 24, 2022, and you should allow ample time for check-in procedures. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, provided in the Notice, on the proxy card, or in the instructions included with the proxy materials dated July 14, 2022.

In addition to the requirements stated above, any stockholder who wishes to submit a proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2023 must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For such proposals to be included in our proxy materials relating to our 2023 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than March 16, 2023. If the date of our annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If the date of our annual meeting is moved, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

•the Class I directors are Rick McConnell, Michael Capone and Stephen Lifshatz and their terms will expire at the annual meeting of stockholders to be held in 2023;

•the Class II directors are Seth Boro, Jill Ward and Kirsten Wolberg and their terms will expire at the annual meeting of stockholders to be held in 2024; and

•the Class III directors are Ambika Kapur Gadre, or Ambika Kapur, Steve Rowland, Kenneth “Chip” Virnig and Paul Zuber and their terms will expire at the Annual Meeting.

Ambika Kapur has served on our board since January 27, 2022. In addition, she has served as VP of product marketing for the Network and Advanced Security Business Group at VMware Inc. (NYSE: VMW) since November 2018. From September 2016 to November 2018, she served as President of Xplicable LLC, a strategic consulting group with a focus on cybersecurity. Her responsibilities in this role including serving as Chief Product Officer at DataTribe, a startup foundry that invests in and co-builds world-class startups focused on generational leaps in cybersecurity and data science. From November 2011 to September 2016, she served as VP of product management at Bracket Computing, a cloud security provider acquired by VMware in 2018. From July 2007 to November 2011, she served as head of product and marketing for Cisco System’s Security Technology Business Unit (NASDAQ: CSCO). Ms. Kapur holds an M.A. degree in economics from the Delhi School of Economics at the University of Delhi. Our Board believes that Ms. Kapur’s go-to-market and industry experience qualify her to serve on our Board.

Steve Rowland has served on our Board since July 2021. In addition, he has served as Chief Revenue Officer of Okta, Inc. (NASDAQ: OKTA) since March 2021, and as Executive Advisor and Limited Partner at the Atlanta-based VC firm, Forté Ventures LP since May 2019. Prior to these roles, from August 2019 to March 2021, he served as Vice President, Americas at Splunk Inc. (NASDAQ: SPLK). From October 2015 to August 2019, he served as President at DataStax, Inc. He has also held executive leadership roles at other technology companies including Apigee Corp., Blue Coat Systems LLC and BMC Software Inc. Mr. Rowland holds a B.S. in engineering from Texas A&M University. Our Board believes that Mr. Rowland’s leadership and go-to-market experience and his overall knowledge of our industry qualify him to serve on our Board.

Kenneth “Chip” Virnig has served on our Board since January 2015. Since September 2018, he has served as Partner at Thoma Bravo, and from July 2015 to September 2018 he served as Principal at Thoma Bravo. Mr. Virnig joined Thoma Bravo in 2008 and served as Vice President prior to his promotion to Principal. Prior to that Mr. Virnig worked as an analyst in the investment banking group at Merrill Lynch & Co. from July 2006 to July 2008. He previously served on the board of directors of SailPoint Technologies Holdings, Inc. (NYSE: SAIL) until March 2019 and currently serves as a director of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Examples include Barracuda Networks, Inc., Flexera Software, LLC, Hyland Software, Inc., Imperva, Inc., Kofax, Ltd., LogRhythm, Inc., Proofpoint, Inc., Qlik Technologies, Inc., Sophos Limited, Talend, Inc., and UserZoom, Inc. Mr. Virnig received a B.A. in Business Economics, Commerce, Organizations

Name

Positions and Offices Held with Dynatrace

Director Since

Class and Year in Which Term Will Expire

Age

Rick McConnell

Chief Executive Officer, Director

2021

Class I – 2023

56

Michael Capone

Director

2019

Class I – 2023

55

Stephen Lifshatz

Director

2019

Class I – 2023

63

Seth Boro

Director

2015

Class II – 2024

46

Jill Ward

Director, Board Chair

2019

Class II – 2024

62

Kirsten Wolberg

Director

2021

Class II – 2024

54

Rick McConnell has served as our Chief Executive Officer and on our Board since December 2021. He has over 30 years of experience scaling multi-billion-dollar organizations, developing winning cultures, building broad-based product portfolios and establishing go-to-market strategies and execution plans to drive category leadership. Mr. McConnell worked at Akamai Technologies (NASDAQ: AKAM) from 2011 to 2021, where he held multiple positions, including President and General Manager of the Security Technology Group since March 2021, and President and General Manager of Akamai’s Web Division from May 2016 through February 2021. From 2004 to 2011, he worked at Cisco Systems Inc. (NASDAQ: CSCO) in various senior executive roles. He joined Cisco when the company acquired Latitude Communications, where he was President and Chief Executive Officer. Mr. McConnell holds a B.A. in Quantitative Economics and an M.B.A., both from Stanford University. Our Board believes that based on Mr. McConnell’s knowledge of our company and our business, and his service as our Chief Executive Officer, Mr. McConnell is qualified to serve on our Board.

Michael Capone has served on our Board since July 2019. Mr. Capone has served as the Chief Executive Officer of Qlik Technologies, Inc., which is owned by affiliates of Thoma Bravo, since January 2018. Prior to that, Mr. Capone served as the Chief Operating Officer of Medidata Solutions, Inc. (NASDAQ: MDSO) from October 2014 to December 2017. Prior to joining Medidata, Mr. Capone worked in various executive positions at Automatic Data Processing, Inc., or ADP (NASDAQ: ADP), serving as Corporate Vice President of Product Development and Chief Information Officer from July 2008 to September 2014, and Senior Vice President and General Manager of ADP’s Global HR/Payroll Outsourcing Business from July 2005 to June 2008. He also served on the board of directors of Ellie Mae, which was owned by private equity funds advised by Thoma Bravo, between May 2019 and September 2020. Mr. Capone holds a B.S. in Computer Science from Dickinson College and an M.B.A. in Finance from Pace University. Our Board believes that Mr. Capone’s board and business experience and his overall knowledge of our industry qualify him to serve on our Board.

Stephen Lifshatz has served on our Board since July 2019. Mr. Lifshatz served as the Chief Financial Officer for Lytx, a private video telematics company, from May 2018 through September 2021. Prior to joining Lytx, from January 2017 through May 2018, Mr. Lifshatz was engaged as an independent consultant by several private equity firms to assist in the development and expansion of certain of their portfolio companies. Prior to that, Mr. Lifshatz served as Chief Financial Officer of Fleetmatics Group PLC (NYSE: FLTX) from December 2010 to December 2016. Mr. Lifshatz had also served as Chief Financial Officer of four additional private and public companies during his career. Mr. Lifshatz served on the board of directors of Amicas, Inc. (NASDAQ: AMCS) from June 2007 until June 2010, as well as on the board or advisory board of several companies. Mr. Lifshatz holds a B.S. in Accounting and Marketing from Skidmore College. Our Board believes that Mr. Lifshatz’s board and business experience and his overall knowledge of our industry qualify him to serve on our Board.

Seth Boro has served on our Board since January 2015. Mr. Boro has served as a Managing Partner at Thoma Bravo since 2013. He joined Thoma Bravo in 2005 and became a Partner in 2010, serving in that capacity until becoming a Managing Partner in 2013. Mr. Boro was previously an associate with the private equity firm Summit Partners from July 2000 to May 2003 and an analyst with Credit Suisse from July 1999 to July 2000. Mr. Boro currently serves on the board of directors of SolarWinds Corporation (NYSE: SWI) and previously served on the board of directors of SailPoint Technologies Holdings, Inc. (NYSE: SAIL) until November 2018. He currently serves as a director of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Example companies include Barracuda Networks, Calabrio, Inc., ConnectWise, Inc., Flexera Software, LLC, Hyland Software, Inc., Imperva, Inc., Kofax, Ltd., LogRhythm, Inc., Sophos Limited and Venafi, Inc. Mr. Boro also serves or has previously served on the board of directors of other cyber security companies. Examples include Blue Coat Systems, Inc., Entrust, Inc., McAfee, LLC, SonicWALL, Inc. and Tripwire, Inc. Mr. Boro received his M.B.A. from the Stanford Graduate School of Business and is a graduate of Queen’s University School of Business (Canada), where he received a Bachelor of Commerce degree. Our Board believes that Mr. Boro’s board and industry experience qualify him to serve on our Board.

Jill Ward has served on our Board since September 2019 and as Chairperson of our Board since January 2021. From October 2018 to February 2020, Ms. Ward served as an operating partner of Lead Edge Capital, a growth equity investment firm. Ms. Ward has served as a member of the board of directors of HubSpot (NYSE: HUBS) since October 2017 and as a member of the board of directors of Informatica (NYSE: INFA) since June 2021. Ms. Ward served as a member of the board of directors of Carbon Black, Inc. (Nasdaq: CBLK) from December 2018 until its acquisition by VMware, Inc. in October 2019 and she served as President and Chief Operating Officer of Fleetmatics from 2015 until its acquisition by Verizon Communications in 2016. Prior to Fleetmatics Group PLC (NYSE: FLTX), from 2001 to 2014, Ms. Ward served as Vice President and then Senior Vice President and General Manager at Intuit Inc. (NASDAQ: INTU). Ms. Ward's experience also includes leadership roles at Telespectrum, Fidelity Investments, and Bain & Company. Ms. Ward holds an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College and a B.A. from Wellesley College. Our Board believes that Ms. Ward’s board and business experience and her overall knowledge of our industry qualify her to serve on our Board.

Kirsten O. Wolberg has served on our board of directors since March 2021. From November 2017 to February 2021, Ms. Wolberg served as the Chief Technology and Operations Officer for DocuSign, Inc. (NASDAQ: DOCU). From January 2012 to October 2017, Ms. Wolberg was a Vice President at PayPal, Inc., a subsidiary of PayPal Holdings, Inc. (NASDAQ: PYPL), where she served in various executive roles including as Vice President, Technology from 2012 to 2015. Prior to that, Ms. Wolberg was Chief Information Officer for Salesforce (NYSE: CRM) from May 2008 to September 2011. In addition, Ms. Wolberg serves on the board of directors of lender Sallie Mae (NASDAQ: SLM), enterprise technology companies CalAmp Corp. (NASDAQ: CAMP) insurance technology company, Pie Insurance Holdings, Inc., a natural language processing company, Pryon Inc., music platform company Epidemic Sound AB, and a non-profit organization in the workforce development space, Jewish Vocational Services. Ms. Wolberg holds an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University and a B.S. in Business Administration from the University of Southern California. Our Board believes that Ms. Wolberg’s board and enterprise technology experience and her overall knowledge of the SaaS software industry qualify her to serve on our Board.

Kevin Burns has served as our Senior Vice President, Chief Financial Officer and Treasurer since September 2016. Mr. Burns was also the Treasurer and Secretary of SIGOS LLC, an affiliate of Dynatrace, until July 2018. Prior to his role at Dynatrace, Mr. Burns was the President, Chief Financial Officer and Chief Operating Officer of iCAD Inc. (NASDAQ: ICAD) from April 2011 until September 2016. From April 2008 until May 2010, Mr. Burns was Senior Vice President, Chief Financial Officer of AMICAS, Inc. (NASDAQ: AMCS), and he was the Vice President of Finance and Corporate Development from November 2004 until March 2008. Mr. Burns holds a B.S. from Babson College and an M.B.A. from Babson College’s Franklin W. Olin Graduate School of Business.

Bernd Greifeneder has served as our Senior Vice President, Chief Technology Officer since December 2014. Mr. Greifeneder co-founded dynaTrace Software GmbH in 2005, where he was the Chief Executive Officer until 2008, and the Chief Technology Officer until December 2014. Prior to this, Mr. Greifeneder held a variety of roles at Segue Software Inc. from January 1998 to February 2005, including Project Lead, Chief Technology Officer of Global Technologies and Chief Software Architect. Mr. Greifeneder holds a B.S. in Computer Science and an M.S. in Computer Science from Johannes Kepler Universität Linz, Austria.

Stephen J. Pace has served as our Senior Vice President, Chief Revenue Officer since November 2021 and as our Senior Vice President, Global Sales from March 2016 to November 2021. Prior to this, Mr. Pace was the Senior Vice President, Global Sales for Raytheon Cyber Products, Inc., a subsidiary of Raytheon Company (NYSE: RTN), from January 2014 until February 2016. Prior to his role at Raytheon, Mr. Pace was Executive Vice President of Global Sales and Advisory Board Member at Rapid Focus Security,

•High standards of personal and professional ethics and integrity.

•Proven achievement and competence in the nominee’s field, business acumen and the ability to exercise sound business judgment.

•Skills, background including racial, ethnic and gender diversity, and experience that are complementary to those of the existing board.

•The ability to assist and support management and make significant contributions to our success.

•An understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

The Nominating and Corporate Governance Committee will consider candidates properly recommended by security holders holding at least three (3%) of our common stock continuously for at least twenty-four (24) months before the date of the recommendation. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the Nominating and Corporate Governance Committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, MA 02451, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the Nominating and Corporate Governance Committee. If our Board directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.

A current copy of the charter for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Cybersecurity Committee is posted on the governance section of our website, https://ir.dynatrace.com/corporate-governance/governance-documents. We have adopted a Code of Business Conduct and Ethics that applies to our Board and all of our officers and employees. In addition, we have adopted Corporate Governance Guidelines that formalize certain fundamental board policies and practices. Both of these documents are posted on the governance section of our website, https://ir.dynatrace.com/corporate-governance/governance-documents.

Stephen Lifshatz, Jill Ward and Steve Rowland serve on the Audit Committee, which is chaired by Mr. Lifshatz. Our Board has determined that each member of the Audit Committee is “independent” for Audit Committee purposes as that term is defined in the rules of the SEC and the applicable NYSE rules, and each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Our Board has designated Mr. Lifshatz as an “Audit Committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended March 31, 2022, the Audit Committee met six times, made recommendations to the Board during Board meetings, took other actions through written consent, and met informally at other times without taking action. The report of the Audit Committee is included in this proxy statement under “Report of the Audit Committee.” The Audit Committee’s responsibilities include:

•assisting our Board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping ensure the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm to audit our financial statements;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing our policies on risk assessment and risk management;

•reviewing related party transactions;

•reviewing our earnings releases and the financial information and guidance that we disclose publicly;

•evaluating the performance, responsibilities and staffing of our internal audit function; and

•approving or, as required, pre-approving auditing and permissible non-audit services, other than de minimis non-audit services, and the terms of such services, to be performed by our independent registered public accounting firm.

Michael Capone, Stephen Lifshatz and Kirsten Wolberg serve on the Compensation Committee, which is chaired by Mr. Capone. Our Board has determined that each member of the Compensation Committee meets the requirements of a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act, and is “independent” for Compensation Committee purposes as that term is defined in the applicable SEC and NYSE rules. During the fiscal year ended March 31, 2022, the Compensation Committee met five times, made recommendations to the Board during Board meetings, and took other actions through written consent. The Compensation Committee’s responsibilities include:

•reviewing and approving the goals and objectives relating to the compensation of our executive officers, including any long-term incentive components of our compensation programs;

•evaluating the performance of our executive officers in light of the goals and objectives of our compensation programs and determining the compensation of each executive officer other than our chief executive officer based on such evaluation;

•evaluating the performance of our chief executive officer in light of the goals and objectives of his compensation programs, and determining the compensation of our chief executive officer, in consultation with the Board;

•reviewing and approving, subject, if applicable, to stockholder approval, our executive compensation programs;

•reviewing and approving the terms and conditions of our performance-based incentive plans, and serving as the administrator of our equity-based incentive plans;

•reviewing the operation and efficacy of our executive compensation programs in light of their goals and objectives, including the alignment of our compensation programs with our strategies and efforts related to diversity, equity and inclusion and environmental, social, and governance, or ESG, matters;

•reviewing and assessing risks arising from our compensation programs;

•reviewing and recommending to the Board the appropriate structure and amount of compensation for our directors;

•reviewing and approving, subject, if applicable, to stockholder approval, material changes in our employee benefit plans; and

•establishing and periodically reviewing policies for the administration of our equity compensation plans.

•identifying, evaluating and recommending qualified persons to serve on our Board;

•considering and making recommendations to our Board regarding the composition and chairs of the committees of our Board;

•developing and making recommendations to our Board regarding corporate governance guidelines and matters and periodically reviewing such guidelines and recommending any changes;

•overseeing annual evaluations of our Board’s performance, including committees of our Board and management; and

•providing oversight of the Company’s strategy, policies, practices and reporting regarding ESG matters and reviewing and assessing the Company's policies and practices related to ESG matters.

Identifying and Evaluating Director Nominees. Our Board is responsible for filling vacancies on our Board and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. Our Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with other members of our Board, with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. During the fiscal year ended March 31, 2022, True Capital Partners, LLC was retained to assist in identifying potential candidates, and obtaining and assessing related background information, for director nominees. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval to fill a vacancy or as director nominees for election to the Board by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. During the fiscal year ended March 31, 2022, the Nominating and Corporate Governance Committee met five times, made recommendations to the Board during Board meetings, and took other actions through written consent.

Cybersecurity Committee

Our Board met fourteen times during fiscal year 2022. During fiscal year 2022, each member of the Board attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, nonpublic information or otherwise is not permitted to trade in our securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our officers, directors, employees and certain designated consultants and contractors, including short sales of our securities and the purchase or sale of puts, calls, or other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership. Any waiver of this policy requires the approval of our Audit Committee. To date, no such requests have been made or approved.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions. A current copy of the code is posted on the governance section of our website, which is located at https://ir.dynatrace.com/corporate-governance/governance-documents. We intend to disclose any amendment or waiver of a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, or persons performing similar functions, by posting such information on our website available at https://ir.dynatrace.com and/or in our public filings with the SEC. To date, there have been no waivers granted under our Code of Business Conduct and Ethics.

Materiality Assessment. A summary report of the findings of our inaugural materiality assessment conducted in 2022 is available at https://www.dynatrace.com/company/sustainability/. We engaged an independent, small, women-owned ESG strategy and communications consulting firm to lead this assessment and provide guidance on navigating environmental, social, human capital, and governance topics. The assessment results were reviewed with our leadership team, including our chief executive officer, chief financial officer, and general counsel, and the report was shared with the Board.

Board Oversight of ESG. Board oversight of ESG matters primarily occurs through the Committees of the Board. As noted elsewhere in the proxy, our ESG strategy and related disclosures are under the oversight of the Nominating and Corporate Governance Committee of the Board as reflected in its charter, and reviewed at least annually. The Audit Committee also is engaged to provide regular oversight of our ethics and compliance, as is the Cybersecurity Committee with respect to data privacy and security matters. The Compensation Committee provides oversight with respect to Company-wide compensation plans and programs, and the alignment of our compensation and benefit programs with our ESG initiatives. The Board or its Committees offers management feedback on ESG best practices that help guide development of our various ESG initiatives.

Global Inclusion & Diversity. We are focused on building an inclusive culture and sustaining a diverse workforce through a variety of company initiatives, such as training for employees around diversity and inclusion-related topics designed to create a culture of belonging. As we continue to grow, we embrace teammates with unique perspectives and backgrounds which advances our ability to creatively problem-solve and develop products that work for our customers globally.

Community Involvement. We strive to be an active contributor in the communities where our employees, live and work. Dynatrace employees have the opportunity to participate in our volunteer paid time-off program and work with charitable organizations they are passionate about. Additionally, many of our regional office locations host volunteer days with valued local organizations. Earlier this year, Dynatrace announced a partnership with the Girls in Tech Australia chapter to support programming aimed to connect and inspire women pursuing careers in technology. In response to the 2022 Russian invasion of Ukraine, Dynatrace employees responded immediately, volunteering over 300 hours and funding 700 refugee beds. In addition, Dynatrace and our employees donated money to the Red Cross and UNICEF, supplied goods and furnished shelters, and provided transportation. We plan to partner with more local organizations around the world as we continue to expand our community involvement program.

Board Diversity. We believe it is essential to have directors representing diversity in many dimensions of background, identity and experience, and the Nominating and Corporate Governance Committee of our Board has adopted a policy regarding the qualifications sought in our Board members that encompasses a candidate's diversity. In 2022, Ambika Kapur, a person of Asian descent, was added to the Board as a new independent director, increasing the representation of women on our Board alongside Jill Ward (our Board Chair) and Kirsten Wolberg.

Human Rights. We have adopted a human rights policy based on international standards, and global approaches to environmental sustainability, diversity, and inclusion. Our expectations in these areas for suppliers are also reflected in our supplier code of conduct. These commitments and policies are available at https://www.dynatrace.com/company/sustainability/.

The Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by Dynatrace regarding accounting, internal accounting controls, audit matters, fraud, financial misconduct or potential violations of our code of conduct, including the confidential, anonymous submission by employees of concerns regarding such matters. Dynatrace has established a reporting portal at www.dynatrace.com/ethics/ for reporting such concerns online or by telephone to +1 800-493-0611 (toll free in the United States) or the other numbers listed on the portal. A complaining party may also submit a confidential report to the Audit Committee by sending a letter c/o Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, MA 02451; Attention: Audit Committee Chair.

(1)Messrs. Boro and Virnig are representatives of Thoma Bravo LLC and the Thoma Bravo Funds. Mr. Lines is a senior operating partner of Thoma Bravo LLC, and Mr. Zuber is an operating partner of Thoma Bravo LLC.

(2)Amounts represent cash compensation earned during fiscal year 2022 for services rendered by each member of the Board. The amounts are based on their service on the Board and each committee, pro-rated based on the days served during the 2022 fiscal year.

(3)The amounts represent the aggregate grant date fair value of restricted stock units granted to our directors during fiscal year 2022, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 13 to our audited consolidated financial statements included in our 2022 Annual Report. As of March 31, 2022, Ms. Ward held 10,187 unvested restricted stock units, each of Messrs. Boro, Virnig, and Zuber held 3,010 unvested restricted stock units, each of Messrs. Capone and Lifshatz held 12,385 unvested restricted stock units and Ms. Wolberg held 8,560 unvested restricted stock units. Upon joining the Board, Mr Rowland received an initial grant of 6,900 unvested restricted stock units and a pro-rated annual grant of 510 unvested restricted stock units and Ms. Kapur received an initial grant of 8,170 unvested restricted stock units, all of which are unvested as of March 31, 2022.

(4)Mr. Boro resigned from the Compensation Committee and Mr. Lifshatz was appointed to the Compensation Committee, effective July 15, 2021. Each received a retainer pro-rated for the days served during the 2022 fiscal year.

(5)Mr. Capone resigned from the Nominating and Corporate Governance Committee effective January 27, 2022.

(6)Ms. Kapur was appointed to the Board and the Nominating and Corporate Governance Committee on January 27, 2022. Ms. Kapur received an initial equity grant upon joining the Board and a retainer pro-rated for the days served during the 2022 fiscal year.

(7)Mr. Lines did not stand for re-election at the 2021 annual stockholders meeting and stood down from the Audit and Compensation Committees on August 26, 2021.

(8)Messrs. Lines and Zuber are not employees of Thoma Bravo LLC, its affiliates or the Thoma Bravo Funds. Messrs. Lines and Zuber are considered independent contractors of Thoma Bravo and may have business or investment activities unrelated to Thoma Bravo.

(9)Mr. Rowland was appointed to the Board effective July 15, 2021, and to the Audit Committee on August 26, 2022. Mr. Rowland received an initial equity grant upon joining the Board, as well as a pro-rated annual grant and a retainer pro-rated for the days served during the 2022 fiscal year.

(10)Ms. Wolberg was appointed to the Compensation Committee effective August 26, 2021, and became Chair of the Cyber Security Committee on January 27, 2022. Ms. Wolberg received a retainer upon her appointments pro-rated for the days served during the 2022 fiscal year.

(11)Mr. Zuber resigned as Chair of the Cyber Security Committee effective January 27, 2022, and continues to serve as a member until the expiration of his term at the Annual Meeting.

In July 2021, our Board adopted equity ownership guidelines to further align the interests of our directors with those of our stockholders. Under the guidelines, our directors are expected to hold common stock valued at a multiple of five (5) times their current annual cash retainer fee for board service within five (5) years of becoming subject to the guidelines. For purposes of these guidelines, stock ownership only includes shares for which the director has direct or indirect ownership or control and includes restricted stock units, but does not include unexercised stock options, unvested restricted stock units and other unvested, unsettled and/or unexercised equity awards.

(1)Audit fees consist of fees for professional services performed for the audit of our annual consolidated financial statements and the required review of quarterly consolidated financial statements and other procedures performed by the independent registered accounting firm in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent registered accounting firm in connection with statutory and regulatory filings or engagements, including SEC registration statements associated with offerings.

(2)Audit-related fees consist of fees for assurance and related services that traditionally are performed by independent registered accounting firm that are reasonably related to the performance of the audit or review of the financial statements. Audit related fees in the above table represent fees related to certain services associated with statutory financial statements for our international subsidiaries.

(3)Tax fees consist of fees for all professional services performed by professional staff in our independent registered accounting firm’s tax division, except those services related to the audit of our consolidated financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.

Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below, except for services for which the aggregate cost is below a specified de minimus dollar amount.

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the fiscal year ended March 31, 2022. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301, Communication with Audit Committees. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm as required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm their independence.

•Rick McConnell, our Chief Executive Officer since December 13, 2021

•John Van Siclen, our former Chief Executive Officer through December 13, 2021

•Kevin Burns, our Chief Financial Officer

•Stephen J. Pace, our Chief Revenue Officer

•Bernd Greifeneder, our Chief Technology Officer

Business Overview and Fiscal Year 2022 Performance Highlights

•Annual Recurring Revenue* was $995 million, growing 31% year-over-year in constant currency;

•Total revenue was $925 million, representing 32% year-over-year growth in constant currency; and

•Non-GAAP operating income* was $234 million, or 25% of revenue.

* See below under the heading "A Note on non-GAAP Measures & Key Metrics".

As described in more detail below, under the heading “Fiscal Year 2022 Annual Incentive Program,” based on our performance during fiscal year 2022, our Compensation Committee and Board determined that we achieved over 100% of our company goals for fiscal year 2022.

As further described below, our executives are in certain ways measured and rewarded based on the Company's or their personal achievement of certain non-GAAP financial measures, including non-GAAP operating income, and certain operational metrics, such as Annual Recurring Revenue. A reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are provided in Appendix A, "Reconciliation of Non-GAAP Measures".

•Competitive Base Salaries: After evaluating the competitive positioning of our named executive officers’ base salaries in the context of our overall compensation philosophy, the Compensation Committee approved base salary increases between 3.3% and 7.5% for fiscal 2022.

•Challenging Annual Incentive Goals: Our named executive officers were eligible to earn an annual incentive based on our level of achievement of rigorous corporate financial goals for the year. Based on our strong growth and profitability for the year, including 32% ARR growth on a constant currency basis, our executives earned between 116% and 122% of their target annual incentives.

•Performance-Based Restricted Stock Units or PSUs: In 2021, our Compensation Committee approved the introduction of PSUs as a component of the long-term incentive compensation of our named executive officers. PSUs granted in fiscal 2022 represented 50% of the target equity value awarded to named executive officers and are eligible to be earned based on achievement of ARR and Non-GAAP Operating Income goals for fiscal 2022. PSUs granted in fiscal 2022 were earned at approximately 122% of target and will vest over a total a 4-year time horizon from the grant date.

•Special Equity Grant: In May 2021, our Compensation Committee approved a one-time grant of PSUs for executive officers. These PSUs were granted in recognition of our strong performance and value creation from our initial public offering in 2019, to provide additional retention and motivation through a critical phase of our Company’s growth, and to support retention in a highly competitive market for talent. Special PSUs are eligible to be earned only to the extent that challenging ARR goals for fiscal 2022, fiscal 2023, and fiscal 2024 are achieved.

•Competitive CEO New Hire Compensation: In designing Mr. McConnell’s new hire compensation package, our Compensation Committee sought the advice of its compensation consultant, Compensia, reviewed new hire compensation packages for recently hired CEOs at comparable companies, and considered the new hire practices of our compensation peer group and the technology industry. The compensation approved in connection with Mr. McConnell’s appointment was highlighted by competitive cash compensation in line with market norms among peer companies, as well as an initial equity grant that was heavily weighted toward challenging performance goals evaluated over multi-year performance periods.

•attract, motivate and retain top-performing senior executives;

•establish compensation opportunities that are competitive and reward performance; and

•align the interests of our senior executives with the interests of our stockholders to drive the creation of sustainable long-term value.

The Compensation Committee discharges many of the responsibilities of our Board relating to the compensation of our executive officers, including our named executive officers. The Compensation Committee oversees and evaluates our compensation and benefits policies generally, and the compensation plans, policies and practices applicable to our chief executive officer and other executive officers. As described below, the Compensation Committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program.

The Compensation Committee directs Compensia to provide it with competitive market data and analysis based on a select group of peer companies and published compensation survey data, as well as information about current market practices and trends, compensation structures and peer group compensation ranges. The competitive market data Compensia provides is based on a compensation peer group selected and approved by the Compensation Committee with input and guidance from Compensia, and published compensation survey data in cases where there is insufficient data for specific executive positions with the peer group companies. The compensation peer group is comprised of companies that are considered similar to us at the time of selection based on industry, business focus, and various financial criteria, including revenue, profitability, market capitalization and revenue growth rate.

Based on these criteria, our peer group for fiscal year 2021 and the first half of fiscal year 2022, as approved by our Compensation Committee, was comprised of the following 16 companies:

The Compensation Committee and the Board also considered other criteria, including market factors, the experience level of the executive and the executive’s performance against established company and individual goals, in determining variations to this general target range.

•our performance against the annual corporate goals established by the Compensation Committee and our Board in consultation with management;

•each executive officer’s skills, experience and qualifications relative to other similarly situated executives at the companies in our compensation peer group;

•the scope of each executive officer’s role compared to other similarly situated executives at the companies in our compensation peer group;

•the performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our core values;

•compensation parity among our executive officers;

•our retention goals;

•our financial performance relative to our peers;

•the compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and

•the recommendations provided by our Chief Executive Officer with respect to the compensation of our other executive officers.

Fiscal 2022 Base Salary

(1)Mr. McConnell entered into employment with us as our Chief Executive Officer in December 2021.

(2)For Mr. Greifeneder, the amounts reported are based on an exchange rate of EUR 1.00:USD 1.1067 as of March 31, 2022 and EUR 1.00:USD 1.172 as of March 31, 2021 as set forth on Bloomberg.

Fiscal Year 2022 Target Annual Bonuses

In the first quarter of fiscal 2022, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our named executive officers. The Compensation Committee considered the factors described in “Governance of Executive

Compensation Program—Compensation-Setting Factors” above, particularly the market data from the companies in the compensation peer group, and approved the fiscal year 2022 target annual bonuses of our named executive officers below:

(1)Mr. McConnell entered into employment with us as our Chief Executive Officer in December 2021.

(2)Mr. Pace's bonuses for both fiscal years 2022 and 2021 were targeted at 100% of his base salary, of which 30% was based on the same corporate objectives as the other executive officers, and 70% was based on bookings.

When designing the Company's executive bonus plan for the 2022 fiscal year, or the 2022 Bonus Plan, the Compensation Committee determined that the 2022 Bonus Plan should align the interests of our executives with those of our investors, and reward performance that would increase the value of the Company to our stockholders. Accordingly, in April 2021, the Compensation Committee decided that payments under the 2022 Bonus Plan would depend on the Company's achievement of Annual Recurring Revenue, or ARR, and non-GAAP Operating Income, or NGOI (as defined above under the heading Executive Summary – A Note on Non-GAAP Measures & Key Metrics) goals for fiscal 2022, with ARR weighed at 60% and NGOI at 40%. For purposes of the bonus plan, ARR performance was evaluated on a constant currency basis.

*Annual Recurring Revenue achievement for compensation purposes included a one-time adjustment related to the impact of ceasing business in Russia.

(1)Mr. McConnell commenced employment as our Chief Executive Officer in December 2021. Accordingly, his fiscal year 2022 cash incentive award was prorated to reflect his partial year of employment.

(2)For Mr. Greifeneder, the amounts reported are based on an exchange rate of EUR 1.00:USD 1.1067 as of March 31, 2022 as set forth on Bloomberg.

•align executives’ interests with those of our stockholders by providing incentives (restricted stock units) that will increase in value if our share price rises;

•align executives' interests with those of our stockholders by providing incentives (performance-based restricted stock units) having a value that depends on achievement of corporate financial measures (ARR and NGOI); and

•provide a meaningful incentive for our executives to remain with us for the long-term.

(1)Mr. McConnell commenced employment as our Chief Executive Officer in December 2021. Mr. McConnell's equity awards are described under the heading “Equity Awards: Restricted Stock Units and Performance Restricted Stock Units— CEO Equity Awards” below.

The PSUs vest based on the satisfaction of both a four-year time condition and a one-year performance condition, with 25% of the earned Annual 2022 PSUs vesting on the first anniversary of the grant date or, if later, the date on which achievement of the PSU metrics is determined for the Performance Period, and the remainder vesting in twelve equal quarterly installments over the following three years. The number of shares that may be earned pursuant to the Annual 2022 PSUs is based 60% upon the Company’s achievement of an ARR target, and 40% upon the Company’s achievement of a NGOI target (each as defined above under the heading Executive Summary – A Note on Non-GAAP Measures & Key Metrics). Set forth in the table below are the threshold, target and maximum ARR and NGOI goals for the Annual 2022 PSUs, the actual ARR and NGOI results for 2022 and achievement of the ARR and NGOI goals as a percentage of target. For purposes of the Annual 2022 PSUs, ARR performance was evaluated on a constant currency basis.

In April 2021, our Compensation Committee also approved the grant effective May 15, 2022 of a one-time special PSU grant to our executives, the Special PSUs. Our Compensation Committee considered the Special PSUs a valuable and important tool for motivating and retaining executives through a critical phase of our Company’s growth, building on the significant stockholder value creation from our initial public offering, or IPO, in 2019 and providing incentive for future growth. In determining the magnitude of the Special PSUs for each of our named executive officers, our Compensation Committee generally sought to align total long-term incentive values, including the value of Annual 2022 equity awards and annualized value of the Special PSUs, with the 75th percentile of competitive market data. The Compensation Committee considered this market positioning appropriate in the context of our strong

(1)Mr. McConnell commenced employment as our Chief Executive Officer in December 2021. Mr. McConnell's equity awards are described under the heading “Equity Awards: Restricted Stock Units and Performance Restricted Stock Units— CEO Equity Awards” below.

•168,800 time-based RSUs, 50% of which shall vest in two equal installments on November 15, 2022 and November 15, 2023, and the remaining 50% of which shall vest over four years, in each case subject to Mr. McConnell’s continued service with us.

•168,800 PSUs, 50% of which are eligible to vest upon achievement of the ARR targets for fiscal year 2023 and 50% of which are eligible to vest upon achievement of the ARR targets for fiscal year 2024.

We maintain a tax-qualified 401(k) retirement plan for eligible employees in the United States to save for retirement on a tax advantaged basis. Under our 401(k) plan, employees may elect to defer up to 90% of their eligible compensation subject to applicable annual limits set pursuant to the Internal Revenue Code. Our 401(k) plan permits participants to make both pre-tax and certain after-tax (Roth) deferral contributions. The retirement plan is intended to qualify under Section 401(a) of the Internal Revenue Code. We match 50% of employees’ contributions to the 401(k) Plan up to 6% of compensation. Employees are 100% vested in their contributions to the 401(k) plan.

We believe that these protections serve our retention objectives by helping our named executive officers and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled “Potential Payments Upon Termination or Change in Control.”

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, nonpublic information or otherwise is not permitted to trade in our securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our officers, directors, employees and certain designated consultants and contractors, including short sales of our securities and the purchase or sale of puts, calls, or other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership. Any waiver of this policy requires the approval of our Audit Committee. To date, no such requests have been made or approved.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this proxy statement, which is incorporated by reference in our annual report on Form 10-K for the fiscal year ended March 31, 2022.

The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

(1)The amounts reported in this column reflect the aggregate grant date fair value of time-based restricted stock units and performance-based restricted stock units granted to our Named Executive Officers during the fiscal years ended March 31, 2022, 2021 and 2020, computed in accordance with FASB ASC Topic 718. Such aggregate grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our 2022 Annual Report. The amounts reported in this column reflect the accounting cost for these stock awards, and may not correspond to the actual economic value that will be received by the Named Executive Officers upon vesting of the awards. In the case of performance-based restricted stock units granted during fiscal year 2022, the aggregate grant date fair value is reported at the probable outcome. The aggregate grant date fair value of performance-based restricted stock units granted during the fiscal year 2022 assuming maximum achievement (150%) is $15,232,512 for Mr. McConnell, $10,383,966 for Mr. Van Siclen, $8,584,452 for Mr. Burns, $4,435,767 for Mr. Pace and $4,155,687 for Mr. Greifeneder.

(2)The amounts reported in this column reflect the aggregate grant date fair value of stock options granted to our Named Executive Officers during the fiscal years ended March 31, 2022, 2021 and 2020, computed in accordance with FASB ASC Topic 718. Such aggregate grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our 2022 Annual Report. The amounts reported in this column reflect the accounting cost for these options, and may not correspond to the actual economic value that will be received by the Named Executive Officers upon vesting of the awards.

(3)The amounts reported in this column, except as otherwise described below, represent bonuses paid under our Annual Short-Term Incentive Plan based on company performance during the fiscal years ended March 31, 2022, 2021 and 2020.

(4)Represents Mr. McConnell's signing bonus when joining the Company as Chief Executive Officer.

(5)Represents Mr. McConnell's pro-rated fiscal year 2022 cash incentive award.

(6)Amounts reported for fiscal year 2022 represent $4,581 in 401(k) plan matching contributions and $843 in disability insurance premiums.

(7)Such amount for Mr. Van Siclen reflects the incremental fair value associated with the amendment to Mr. Van Siclen’s stock option awards to extend the exercisability of such stock option awards through the first anniversary of the termination of Mr. Van Siclen’s consulting services.

(8)Amounts reported for fiscal year 2022 represent $177,419 in consultancy fees received by Mr. Van Siclen between December 14 and March 31, 2022, $7,000 for President's Club, $5,812 in 401(k) plan matching contributions and $3,431 in disability insurance premiums.

(9)Amounts reported for fiscal year 2022 represent $8,850 in 401(k) plan matching contributions and $2,923 in disability insurance premiums.

(10)Amount reported for fiscal 2022 includes $342,882 earned by Mr. Pace pursuant to his sales commission plan during fiscal year 2022. Amounts reported include $324,542 and $272,349 earned by Mr. Pace pursuant to his sales commission plan during fiscal year 2021 and 2020, respectively.

(11)Amounts reported for fiscal year 2022 represent $7,000 for President's Club, $7,936 in 401(k) plan matching contributions and $3,622 in disability insurance premiums.

(12)For Mr. Greifeneder, the USD amounts are based on an exchange rate of 1 EUR:USD 1.1067 for fiscal year 2022 and 1 EUR:USD 1.172 for fiscal year 2021 set forth on Bloomberg.

(13)Represents a patent program bonus payment.

(1)Unless otherwise set forth below, the stock options become vested and exercisable as follows: 25% of each award will vest on the first anniversary of the grant date and the remainder in 12 equal quarterly installments thereafter.

(2)Unless otherwise set forth below, the restricted stock units vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder in 12 equal quarterly installments thereafter.

(3)Based on the closing price on March 31, 2022 of $47.10 per share.

(4)Fifty-percent (50%) of these restricted stock units vest in two equal installments on November 15, 2022 and November 15, 2023, and the remaining 50% vest over four years, with 25% vesting on November 15, 2022 and the remainder in 12 equal quarterly installments thereafter.

(5)Represents the number of Special PSUs that are eligible to vest based upon achievement of ARR targets assuming threshold performance (with 50% eligible to vest for fiscal year 2023 and 50% eligible to vest for fiscal year 2024), assuming threshold performance. Any Special PSUs, once earned, will vest upon May 15, 2023 (in the case of the portion that vests upon fiscal year 2023 performance) and May 15, 2024 (in the case of the portion that vests upon fiscal year 2024 performance).

(6)Represents Annual PSUs that were earned as of the last day of fiscal year 2022, based on attainment of pre-defined ARR and NGOI which were attained at 120.99% of target. These Annual PSUs, once earned, vest over four years, with 25% of the shares vesting on the first anniversary of the date of grant and the remainder in 12 equal quarterly installments thereafter.

(7)Represents the portion of Special PSUs that were earned as of the last day of fiscal year 2022, based on achievement of pre-defined ARR goals for fiscal year 2022. These Special PSUs vest upon the first anniversary of the date of grant.

(8)The stock options become vested and exercisable as follows: 25% of each award vested on August 15, 2020 and then 1/12th of the balance vests on each quarterly anniversary thereafter, such that 100% of the award will be vested on the fourth anniversary of August 15, 2019.

(9)The restricted stock units granted to our named executive officers on July 31, 2019 vest and settle over four years, with 25% vesting on August 15, 2020 and the remainder vesting in 12 equal quarterly installments thereafter.

Option Exercises and Stock Vested in Fiscal Year 2022

(1)Amount disclosed in this column was calculated based on the difference between the fair market value of our common stock on the date of exercise and the exercise price of the options.

(2)Amounts disclosed in this column were calculated based on the fair market value of our common stock on the date upon which the restricted stock awards vested or, if the vesting date is not a trading day, based upon the closing price on the last trading day immediately preceding the vesting date.

Employment Agreements or Offer Letters with Named Executive Officers

Rick McConnell is party to an employment agreement with us that became effective in December 2021. This employment agreement has no specific term and constitutes at-will employment. In connection with his appointment as Chief Executive Officer the Company, the Company entered into an Employment Agreement with Mr. McConnell providing for: (i) a base salary of $610,000 per year, (ii) a one-time cash sign-on bonus equal to $250,000, subject to repayment in full if Mr. McConnell’s employment is terminated by us for cause as defined in his employment agreement or if he resigns other than for good reason, as such term is defined in his employment agreement, in either case prior to March 31, 2023, (iii) eligibility to receive cash incentive compensation with a target of 100% of his base salary, subject to the terms of any applicable incentive compensation plan(s), (iv) a grant of 168,800 RSUs, 50% of which shall vest in two equal installments on November 15, 2022 and November 15, 2023 (the “Two Year RSUs”), and the remaining 50% of which shall vest over four (4) years, in each case subject to Mr. McConnell’s continued service with the Company, (v) a grant of 168,800 restricted stock units, 50% of which shall vest upon achievement of certain fiscal year performance metrics in 2023 and 50% of which shall vest upon achievement of certain fiscal year performance metrics in 2024, subject to Mr. McConnell’s continued service with the Company. Mr. McConnell is also entitled to participate in all employee benefit plans and vacation policies in effect for our U.S. employees.

consulting fees of $50,000 per month, (ii) Mr. Van Siclen would be eligible for his bonus for fiscal year 2022, (iii) Mr. Van Siclen would continue to vest in his outstanding equity grants through the end of the consulting period, and the date for Mr. Van Siclen to exercise any stock options that are vested through the end of his consulting relationship would be extended for a one year period after such date (or until the original expiration date of the option, if earlier), and (iv) we would continue to provide certain insurance benefits until December 13, 2022.

Bernd Greifeneder is party to an employment agreement with us that became effective in August 2019. This employment agreement has no specific term. Mr. Greifeneder’s current annual base salary is $373,511, which will be reviewed annually and is subject to change from time to time by our Compensation Committee in its discretion. Mr. Greifeneder is also eligible to receive an annual bonus based upon the achievement of business metrics established by our Compensation Committee under and subject to the terms of our annual short-term incentive plan. Mr. Greifeneder’s current target bonus is 60% of his base salary and is subject to review and change from time to time by our Compensation Committee or Board in its discretion. Mr. Greifeneder is also entitled to participate in all employee benefit plans and vacation policies in effect for our Austrian employees.