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.

I am pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Dynatrace, Inc. to be held online on Wednesday, August 23, 2023 at 1:00 p.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2023, where you will be able to vote electronically and submit questions.

•To elect three Class I directors, Rick McConnell, Michael Capone and Stephen Lifshatz, to hold office until the 2026 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, 2024;

•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 June 30, 2023 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/DT2023 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 12, 2023. You are entitled to attend and participate in the Annual Meeting if you were a stockholder as of the close of business on June 30, 2023 (the “Record Date”), or hold a valid proxy for the Annual Meeting. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 23, 2023. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the “About the Annual Meeting” section of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card. If you are a street name stockholder or beneficial owner of our common stock, please refer to the voting instructions or other materials received from your broker, bank or other nominee to vote your shares.

Important notice about the availability of proxy materials for the Annual Meeting. We encourage you to access and review all of the information contained in the proxy materials before voting. Our Proxy Statement, 2023 Annual Report to Stockholders and other materials are available at https://ir.dynatrace.com/.

Non-GAAP Operating Income or NGOI is defined as operating income adjusted to exclude share-based compensation, employer payroll taxes on employee stock transactions, amortization of other intangibles and certain restructuring and other gains and losses.

Annual Recurring Revenue or ARR is defined as the daily revenue of all subscription agreements that are actively generating revenue as of the last day of the reporting period multiplied by 365. We exclude from our calculation of total Annual Recurring Revenue any revenues derived from month-to-month agreements and/or product usage overage billings.

Dynatrace presents constant currency amounts for Annual Recurring Revenue to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. dollars are converted into U.S. dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year.

This Proxy Statement and our 2023 Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.

Unless specifically stated in this Proxy Statement, information contained on, or that can be accessed through, our websites and any other websites listed in this Proxy Statement are not incorporated by reference into this Proxy Statement and should not be considered to be part of this Proxy Statement, and inclusions of our website addresses and other website addresses in this Proxy Statement are inactive textual references only.

A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the 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: Secretary or by e-mail to ir@dynatrace.com. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 are also available on the SEC’s website at www.sec.gov and on our website at https://ir.dynatrace.com/.

The Dynatrace logo and all Dynatrace product or service names and logos are trademarks or registered trademarks of Dynatrace LLC in the United States and other countries. The Dynatrace® platform is subject to patents owned by Dynatrace LLC issued and pending in the United States and other countries. Third party trademarks and trade names referenced in this Proxy Statement are the property of their respective owners.

If you are a stockholder of record as of the close of business on June 30, 2023, you may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2023, where you will be able to vote electronically and submit questions. We encourage participants to access the meeting prior to the start time. Online check-in will begin 15 minutes prior to the start of the Annual Meeting, at 12:45 p.m. Eastern Time, and participants should allow ample time for check-in procedures.

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 will be mailed to holders of record and beneficial owners of our common stock starting on or about July 12, 2023. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2023 Annual Meeting of Stockholders, this Proxy Statement, the proxy card and our 2023 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 2023 Annual Meeting of Stockholders, this Proxy Statement and our 2023 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.

Stockholders of Record. Stockholders of record will need to visit www.virtualshareholdermeeting.com/DT2023 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.

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. If you are a street name stockholder and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, you may attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2023 and entering the 16-digit control number indicated on your voting instruction form or Notice. Otherwise, street name stockholders who hold their shares in street name should contact their broker, bank or other nominee (well in advance of the Annual Meeting) to obtain a legal proxy in order to be able to attend and participate in the Annual Meeting.

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/DT2023 prior to the Annual Meeting. We do not have procedures in place for posting appropriate questions received during the meeting on our website.

Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/DT2023.

Stockholders of Record. If shares of our common stock are registered directly in your name with Computershare, our transfer agent, you are considered the “stockholder of record” with respect to those shares. As the stockholder of record, you may vote by any of the methods listed below:

You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2023 and you may vote during the meeting. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 23, 2023, 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 12, 2023.

Street Name Stockholders. As stated above, if shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Please follow the instructions from your broker, bank or other nominee to vote. Street name stockholders may not vote virtually in person at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees giving them the right to vote virtually in person at the Annual Meeting. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

ü = independent

Among other factors, the Board reviews and considers director tenure and age as factors in assessing its ongoing needs, but the Board has not adopted term limits or a mandatory retirement age for individual directors.

A copy of the charter for each committee is posted on the governance section of our website, https://ir.dynatrace.com/corporate-governance/governance-documents. 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.

µ = Chair; l = Member

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

•assisting the Board in its oversight of the qualifications, independence and performance of the Company’s independent auditors, being directly responsible for the appointment, retention and termination of the independent auditors, and overseeing the work of the independent auditors;

•approving or, as required, pre-approving audit and permissible non-audit services, other than de minimis non-audit services, and the terms of such services, to be performed by our independent auditors;

•reviewing and discussing the overall audit plan with the independent auditors and with members of management responsible for preparing the company’s financial statements;

•reviewing and discussing the company’s annual audited financial statements and unaudited quarterly financial statements with the independent auditors and with members of management responsible for preparing the company’s financial statements;

•discussing our earnings releases and financial information and guidance provided to analysts and rating agencies;

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

•reviewing the company’s ERM framework and major risk exposures, including the company’s ERM processes;

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

•reviewing and approving related party transactions.

During the fiscal year ended March 31, 2023, the Audit Committee met seven times, made recommendations to the Board during Board meetings, and took other actions through written consent. The report of the Audit Committee is included in this Proxy Statement under “Report of the Audit Committee.” The members of the Audit Committee during our fiscal 2023 were Steve Lifshatz (Chair), Steve Rowland and Jill Ward.

•overseeing the company’s overall compensation structure, policies and programs;

•reviewing and approving the terms and conditions of performance-based incentive plans and awards (subject, if applicable, to Board or stockholder approval);

•determining the measures on which performance-based incentive compensation and equity awards are based as well as reviewing and approving the achievement of those metrics and the resulting payouts;

•reviewing and establishing the objectives and performance criteria for the CEO;

•evaluating the performance of our CEO in light of the objectives and performance criteria that were set for the CEO, and determining the compensation of our CEO, in consultation with the Board;

•determining the compensation of other executive officers other than the CEO;

•reviewing and recommending to the Board the compensation of our directors; and

•reviewing and discussing with management, at least on an annual basis, management’s assessment of whether risks arising from the company’s compensation policies, practices and programs for all employees are reasonably likely to have a material adverse effect on the company.

During the fiscal year ended March 31, 2023, the Compensation Committee met six times, made recommendations to the Board during Board meetings, and took other actions through written consent. The members of the Compensation Committee during our fiscal 2023 were Mike Capone (Chair), Steve Lifshatz and Kirsten Wolberg.

Cybersecurity Committee

•managing oversight of our investments, programs, plans, controls and policies related to cybersecurity, data privacy and data protection risks associated with our products, services, and business operations;

•providing feedback on cybersecurity related matters, including, but not limited to, strategies, objectives, capabilities, initiatives, and policies; and

•overseeing other tasks related to our cybersecurity and data privacy functions.

•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 the Board and its committees; and

•providing oversight of the company’s ESG strategy and reporting; reviewing and assessing the company’s policies and practices regarding ESG matters.

During the fiscal year ended March 31, 2023, the Nominating and Corporate Governance Committee met four times, made recommendations to the Board during Board meetings, and took other actions through written consent. The members of the Nominating and Corporate Governance Committee during our fiscal 2023 were Jill Ward (Chair and member since August 24, 2022), Ambika Kapur, Kenneth “Chip” Virnig and Paul Zuber (Chair until his retirement from the Board on August 24, 2022).

•The current size and composition of the Board and the needs of the Board and its respective committees;

•Such factors as character, integrity, judgment, diversity (including diversity of gender identity or expression, race, ethnicity, age, and sexual orientation), independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the company’s business and industry, conflicts of interest, and other commitments. The Nominating and Corporate Governance Committee need not assign any particular weight or priority to any one factor; and

•Any other factors that the Nominating and Corporate Governance Committee considers appropriate.

•High standards of personal and professional ethics and integrity;

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

•Skills that are complementary to those of the existing Board;

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

•An understanding of the fiduciary responsibilities required of a director and a commitment to devote the time and energy necessary to perform those responsibilities.

During fiscal 2023, each member of the Board attended 75% or more of all meetings of the Board and each committee on which they served (during the period that the director served). Our Board met eight times during fiscal 2023.

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.

Any interested party may contact our Board (or our non-management or independent directors as a group, or any individual directors) by writing to the attention of the Board as a whole or to one or more individual directors by name, by e-mail at corporatesecretary@dynatrace.com or by mail: Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, Massachusetts 02451, United States, Attn: Secretary. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

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 Business Conduct and Ethics, 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, Massachusetts 02451; Attention: Audit Committee Chair.

Our non-employee directors are subject to stock ownership guidelines to further align their interests with those of our stockholders. Under the guidelines, our directors are required to hold common stock valued at a multiple of five times their current annual cash retainer fee for regular Board service (which excludes any supplemental annual cash retainers payable for Board or committee service) within five years of joining the Board. Compliance with this requirement will be determined on an annual basis on the last day of each fiscal year beginning on March 31, 2027.

(1)The amounts represent the aggregate grant date fair value of RSUs granted to our directors during fiscal 2023, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in note 12 to our audited consolidated financial statements included in our 2023 Annual Report. On August 24, 2022 (the date of our 2022 annual meeting of stockholders), each non-employee director serving and re-elected as of that date received an annual equity award of 5,190 RSUs that vest on the earlier of the one year anniversary of the grant or the date of the Annual Meeting. As of March 31, 2023, our non-employee directors held the following amounts of unvested RSUs: Seth Boro – 5,190; Michael Capone – 8,315; Ambika Kapur – 11,317; Stephen Lifshatz – 8,315; Steve Rowland – 9,502; Kenneth “Chip” Virnig – 5,190; Jill Ward – 7,582; and Kirsten Wolberg – 8,890.

(2)Seth Boro and Kenneth “Chip” Virnig are representatives of Thoma Bravo and the Thoma Bravo Funds (which are described further in the “Principal Stockholders” section of this Proxy Statement). Paul Zuber (a former director) is an operating partner of Thoma Bravo.

(3)Ambika Kapur resigned from the Board on May 26, 2023.

(4)Jill Ward was appointed to the Nominating and Corporate Governance Committee (as Chair and a member) on August 24, 2022. She received pro-rated retainers for the days that she served during fiscal 2023.

(5)Paul Zuber did not stand for re-election to the Board at our annual meeting of stockholders held on August 24, 2022. He was Chair of the Nominating and Corporate Governance Committee during part of fiscal 2023 through his retirement date from the Board. He received a pro-rated retainer for the days that he served during fiscal 2023.

Dynatrace is committed to helping protect the environment as we manage our business. Our 2022 materiality assessment process helped us to identify our environmental priorities, which include minimizing our carbon footprint, prioritizing the use of clean energy, and adopting operationally sustainable practices in our workplaces.

Minimizing our carbon footprint - We believe that initiatives to reduce the carbon footprint of our operations not only help sustain our planet, but also help our customers who are looking to measure and reduce their own carbon footprints and those of their supply chains. Our Global Impact Report will include our first publicly disclosed greenhouse gas (GHG) emissions data that we plan to measure against as we seek to reduce our carbon footprint.

Prioritizing the use of clean energy - Several of our office locations, including our Waltham, Massachusetts headquarters, are powered by 100% renewable energy. All of our office space is leased, and in retaining office space we prioritize space in LEED certified buildings or a local equivalent.

Adopting operationally sustainable practices in our workplaces - We strive to reuse or recycle our corporate IT equipment (computers, phones, etc.) across all our global office locations and follow international guidelines for the disposal of electronic waste. Asset recycling is completed through a third-party vendor which has represented to us that its asset recovery services follow all local guidelines for asset disposal and data destruction.

Our company’s vitality comes from the talent, enthusiasm, and innovative spirit of our employees (who we call “Dynatracers”) across the more than 30 countries where we operate. In fiscal 2023, we identified and implemented new and better ways to transform our people, culture, and community initiatives as Dynatrace expands its global footprint and continues to focus on long-term growth. Our Chief Executive Officer, Chief People Officer, and other leaders discuss various human capital-related topics with our Board of Directors throughout the year.

As part of our human capital management strategy, we have prioritized a number of initiatives, which include: (1) strengthening our approach to diversity, equity, inclusion and belonging (“DEIB”); (2) working to optimize the Dynatrace workplace experience; and (3) building out our learning and development program to help provide each Dynatracer with tools and pathways to progress in their role. We also believe that our employees should have a strong work/life balance, be able to save for their future, and give back to the communities in which we work and live.

Dynatrace continues to be recognized as an employer of choice, earning awards around the globe in the last two years. In 2023, we won four of Comparably’s workplace awards - Best Company Outlook,  Best Global Culture, Best Company Leadership, and Best CEOs for Diversity. In 2022, we were also listed in Comparably’s Best Places to Work in Boston and named a Trend Top Employer in Austria, where we maintain a large R&D presence.

Strengthening our approach to DEIB - People, culture, and community initiatives focused on improving our DEIB efforts help us build a more inclusive and supportive culture. At Dynatrace, we respect and value all of our diverse backgrounds, identities, and perspectives. Integral to our DEIB program are our employee resource groups (“ERGs”) or “Dynaspaces.” These groups enable employees with shared values, experiences, or identities to collectively raise key topics and priorities to the company’s management team, build community, and provide mentorship. Our current Dynaspaces are Dynaspace for Black Employees, Dynaspace for LGBTQ+ Employees, Dynaspace for People of Color, Dynaspace para Latinos, Dynaspace for Veterans, and Dynaspace for Women. As of March 31, 2023, women represented 25% of our global employee population and 26% of our U.S. employees were from diverse racial and ethnic backgrounds.

Optimizing the Dynatrace workplace experience - In fiscal 2023, we conducted a detailed discovery initiative to better understand the global employee experience. The findings from these assessments highlighted a number of strengths and also provided focus areas for future refinements. We designed the Dynatrace Work Model, which has hybrid and remote options, to support increased connection and collaboration, driving cultural vibrancy and supporting innovation, all while enabling a flexible work approach. We continually evaluate this model to ensure we best balance these objectives.

Building out our learning and development program - At Dynatrace, we embrace a culture of continuous learning. We offer employees a comprehensive, global, and scalable learning solution that includes access to thousands of online courses for every role and level. Employees can also use Dynatrace University to develop skills to monitor, manage, and analyze Dynatrace customer environments. We require Dynatracers to complete a set of mandatory training courses each year. We also reimburse employees for certain educational expenses, including tuition, conferences, training, and books.

Wellness – We value the health and well-being of our employees. As part of our focus in this area beyond the Dynatrace Work Model (discussed above), we provide employees with quarterly, company-designated Wellness Days to disconnect from work and recharge. Our mental health resources include access to an employee assistance program and we also provide employees with financial wellness tools.

Saving for the future: compensation and benefits - Our compensation program is designed to attract, reward, and retain talented individuals who possess the skills necessary to support our business, contribute to our strategic goals, and create long-term value for our stockholders. We provide employees with industry-competitive compensation and benefits, including retirement savings programs, the opportunity to invest in Dynatrace at a discount through our Employee Stock Purchase Plan (“ESPP”), and medical, dental, vision, and life and disability plans. Our benefits vary around the world due to local country regulations and cultural preferences.

Community service and volunteering - Community service and volunteering allow us to share our skills, passion, and resources to help benefit others, whether they are underprivileged members of society or underrepresented communities in the technology space. Through our program, Dynatracers can engage in paid time off to volunteer with charitable organizations that they are passionate about.

Governance and ethics are foundational to our ESG programs and in supporting our company mission, purpose and vision. We believe our practices help us earn and maintain the trust of our stockholders, customers and other stakeholders. Our focuses in this area include board and corporate governance, ESG oversight, data protection and security, and ethics and compliance.

Board and corporate governance - As described in this Proxy Statement, our company’s business and affairs are managed by or under the direction of the Board, acting on behalf of stockholders. For detailed information about our Board and corporate governance practices, please see the “Proposal No. 1 – Election of Class I Directors” and “Corporate Governance” sections of this Proxy Statement.

•Incorporation of a board skills matrix in our proxy statement for the first time. The matrix reflects key skills, experiences, qualifications and diversity of our Board and is used by our Board to help evaluate Board composition;

•More disclosure of our Board director nominee process. As an example, our process includes a request from our Nominating and Corporate Governance Committee to search firms that they include qualified candidates with diverse backgrounds, such as (but not limited to) women and individuals who are racially or ethnically diverse; and

•Modification to the structure of our executive compensation program to remove the duplication of ARR as a financial performance metric in our long and short-term incentive awards for fiscal 2024. Please see the "Compensation Discussion and Analysis" section of this Proxy Statement for more information.

ESG oversight - ESG at Dynatrace is overseen by management as well as by the Board.

Data protection, privacy and security - Our customers trust us to help them innovate and operate more efficiently. Integral to this trust is our ability to help keep their data safe and in alignment with data protection and privacy legislation and standards around the globe. As data protection and privacy regulations evolve to match the changing technology landscape and increasingly complex international data flows, we continue to invest in features for our Dynatrace platform to align our technology. Our comprehensive data protection and privacy strategy is overseen by our Privacy Office comprised of a cross functional team of product, legal and privacy professionals.

Maintaining our high standards for data protection, privacy and data security requires engagement across Dynatrace. All of our employees and contractors must complete departmental and, in some instances, role-specific data protection, privacy and security awareness training at their time of hire and at least annually thereafter.

Ethics and compliance - We have adopted a written Code of Business Conduct and Ethics (the “Code”) 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. We intend to disclose any amendment or waiver of a provision of our Code that applies to our principal executive officer, principal financial officer, principal accounting officer and controller, 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.

We also have a human rights policy and a supplier code of conduct. The Code and these other policies are available at www.dynatrace.com/company/sustainability/.

Our independent registered public accounting firm for the fiscal year ending March 31, 2023 was Ernst & Young LLP ("EY"). The Audit Committee has appointed EY as our independent registered public accounting firm to perform the audit of our consolidated financial statements, including internal controls over financial reporting, for the fiscal year ending March 31, 2024. We are asking our stockholders to ratify this appointment.

The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending March 31, 2024. Stockholder approval is not required to appoint EY as our independent registered public accounting firm. However, the Board believes that submitting the appointment of EY to the stockholders for ratification is good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of EY. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain EY. If the selection of EY is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders.

As noted above, EY served as our independent registered public accounting firm for the fiscal year ended March 31, 2023 and BDO served as our independent registered accounting firm for the fiscal year ended March 31, 2022 and during part of fiscal 2023 for the period of April 1, 2022 through May 31, 2022.

(1)Audit fees consist of fees for professional services performed for the audit of our annual consolidated financial statements, audit of our internal controls over financial reporting, the required review of quarterly condensed consolidated financial statements, international statutory audits, audit services performed in connection with the issuance of comfort letters and consents and other services that are normally provided by the independent registered accounting firm in connection with statutory and regulatory filings or engagements, including SEC registration statements associated with offerings.

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 minimis 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, 2023. 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.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 that was filed with the SEC.

•We grew annual recurring revenue ("ARR") to nearly $1.25 billion as of March 31, 2023 and total revenue for fiscal 2023 was nearly $1.16 billion. For the full year ended March 31, 2023, adjusted ARR growth and subscription revenue growth were each 29% on a constant currency basis;

•For the full year ended March 31, 2023, we reported GAAP operating income of $93 million and non-GAAP operating income of $292 million;

•As of March 31, 2023, we had approximately $555 million of cash and cash equivalents and no long-term debt; and

•Dynatrace® customers increased to more than 3,600 as of March 31, 2023 from approximately 3,300 as of March 31, 2022.

•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 approximately 3.3% and 9.4% for fiscal 2023.

•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, our executives earned 106.44% of their target annual incentives.

•Performance-Based Restricted Stock Units or PSUs: In fiscal 2023, PSUs continued to be a component of the long-term incentive compensation of our named executive officers. PSUs granted in fiscal 2023 represented 50% of the target equity value awarded to named executive officers and were eligible to be earned based on achievement of ARR and Non-GAAP Operating Income goals for fiscal 2023. PSUs granted in fiscal 2023 were also earned at approximately 106.44% of target and vest over three years from the grant date. For fiscal 2023 equity awards, the Compensation Committee shortened the vesting schedule of annual equity awards from four years to three years to better align with certain market trends and practices and to increase the competitiveness of the company’s equity awards.

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 model and type of software, and various financial criteria, including revenue, profitability, market capitalization and revenue growth rate.

As of January 2022, the fiscal 2023 peer group consisted of companies with annualized revenue over the last four quarters between $689 million at the 25th percentile and approximately $1.17 billion at the 75th percentile and a market capitalization between approximately $12.4 billion at the 25th percentile and $39.7 billion at the 75th percentile (compared to Dynatrace’s annualized revenue over the last four quarters at the time of $816 million and market capitalization at the time of approximately $17.4 billion). Compared to the peer group, Dynatrace ranked at the 53rd percentile for revenue and 48th percentile for market capitalization.

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.

Compensation-Setting Factors

•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 their contributions to our overall performance, ability to lead their department and work as part of a team, all of which reflect our core values;

•Compensation parity among our executive officers;

•Our retention goals, and the potential difficulty of replacing the executive officer if they were to leave Dynatrace;

•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.

(1)Jim Benson was appointed Chief Financial Officer on November 15, 2022. The determination of his base salary is discussed later in this Proxy Statement.

(2)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their base salaries in Euros. For Bernd Greifeneder, the amounts reported in this table are based on an exchange rate of EUR 1.00:USD 1.0839 as of March 31, 2023 and EUR 1.00:USD 1.1067 as of March 31, 2022. Matthias Dollentz-Scharer’s fiscal 2023 base salary has been converted to U.S. dollars in this table using the same exchange rate.

(3)Bernd Greifeneder’s fiscal 2023 base salary was increased by a higher percentage than our other named executive officers to better align his cash compensation with the market. Bernd’s base salary was EUR 337,500 in fiscal 2022 and EUR 376,957 in fiscal 2023.

(4)Matthias Dollentz-Scharer’s base salary was EUR 331,006 as of March 31, 2023. His base salary was increased during fiscal 2023 in the EUR equivalent of approximately $30,000 in connection with a promotion that he received, as discussed elsewhere in this Proxy Statement. Matthias became an executive officer in connection with this promotion. Because he was not an executive officer in fiscal 2022, his base salary for fiscal 2022 is not reflected in this table, in accordance with SEC disclosure rules.

(5)Kevin Burns’ last day of employment at our company was on December 31, 2022.

(1)Jim Benson was appointed Chief Financial Officer during our fiscal 2023 on November 15, 2022.

(2)Steve Pace's bonuses for both fiscal years 2023 and 2022 were targeted at 100% of his base salary, of which 30% was based on the same corporate objectives as the other named executive officers, and 70% was based on bookings pursuant to an individualized sales incentive plan (as discussed in more detail later this section).

(3)Matthias Dollentz-Scharer became an executive officer in fiscal 2023. As a result, his target annual bonus opportunity for fiscal 2022 is not reflected in this table.

(1)Jim Benson joined Dynatrace on November 15, 2022 and he received a pro-rated 2023 STI award opportunity and payout to reflect his partial year of employment at our company.

(2)Includes Steve Pace’s participation in the 2023 STI Plan (which represented 30% of his award opportunity and had a payout of 106.44% of target) and his participation in the Chief Revenue Officer sales commission plan (which represented 70% of his award opportunity and had a payout of 102.96% of target), as discussed earlier in this section of the Proxy Statement. Steve’s award payment of 104.00% of target reflects these two payments as a percentage of his total fiscal 2023 annual award opportunity.

(3)STI award opportunities for Bernd Greifeneder and Matthias Dollentz-Scharer are paid in Euros. The amounts reported in this table for them are based on an exchange rate of EUR 1.00:USD 1.0839 as of March 31, 2023.

(4)Pursuant to the terms of his transition agreement, Kevin Burns received a pro-rated 2023 STI award payout to reflect his partial year of employment at our company. Kevin’s employment with Dynatrace ended on December 31, 2022.

•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 (PSUs) having a value that depends on achievement of corporate financial measures (ARR and NGOI); and

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

•50% in the form of PSUs; and

•50% in the form of RSUs.

(1)Jim Benson joined Dynatrace on November 15, 2022 and accordingly, did not receive an annual equity grant in fiscal 2023. He did, however, receive a sign-on RSU award in connection with the start of his employment.

(2)Reflects a promotion-related equity grant to Matthias Dollentz-Scharer.

(3)Kevin Burns did not receive an annual equity award in fiscal 2023, as he had announced his intentions to leave our company later in the year. Kevin’s last day of employment at our company was on December 31, 2022.

(1)Steve Pace plans to retire from the company prior to the completion of our fiscal 2024 and his ARR PSUs tied to fiscal 2024 performance will be forfeited upon his retirement.

(2)Kevin Burns forfeited these ARR PSUs upon his retirement from the company on December 31, 2022.

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.

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, 2023.

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)Amounts reported in this column do not reflect stock award compensation actually received by each named executive officer. The amounts reported in this column reflect the aggregate grant date fair value of time-based RSUs and PSUs granted to our named executive officers during the fiscal years ended March 31, 2023, 2022 and 2021, computed in accordance with FASB ASC Topic 718. These aggregate grant date fair values do 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 annual report on Form 10-K for the fiscal year ended March 31, 2023, which was filed with the SEC on May 25, 2023. 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 PSUs granted during fiscal 2023, the aggregate grant date fair value is reported at the probable outcome. The aggregate grant date fair value of PSUs granted during fiscal 2023, assuming maximum achievement (150%), was $9,925,561 for Rick McConnell, $3,474,284 for Steve Pace, $3,308,930 for Bernd Greifeneder, and $1,567,637 for Matthias Dollentz-Scharer. Neither Jim Benson nor Kevin Burns received PSUs during fiscal 2023. The aggregate grant date fair value of PSUs granted during fiscal 2022, assuming maximum achievement (150%), was $15,232,512 for Rick McConnell, $4,435,767 for Steve Pace, $4,155,687 for Bernd Greifeneder, and $8,584,452 for Kevin Burns. Jim Benson did not receive PSUs in fiscal 2022 as he was not employed by our company then. Matthias Dollentz-Scharer was not an executive officer of our company in fiscal 2022.

(2)Amounts reported in this column do not reflect option award compensation actually received by each named executive officer. We did not grant any stock options in fiscal 2023 or fiscal 2022. The amounts reported in this column reflect the aggregate grant date fair value of stock options granted to our named executive officers during fiscal 2021, computed in accordance with FASB ASC Topic 718. These aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in note 12 to our audited consolidated financial statements included in our annual report on Form 10-K for fiscal 2023, which was filed with the SEC on May 25, 2023. 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 for fiscal 2023 represent bonuses paid under our annual STI plan based on company performance. The amount reported for fiscal 2023 for Jim Benson is pro-rated to reflect his partial year of employment at our company.

(4)Amounts reported for Rick McConnell for fiscal 2023 represent $11,906 for expenses related to his spouse attending the company’s annual President’s Club (our sales recognition event) and the related tax gross-up, $9,296 of 401(k) plan company matching contributions, $5,057 in disability insurance premiums, $1,500 in telecommunications expenses, and $750 in home office expenses.

(5)Reflects base salary earned by Jim Benson from his first day of his employment in fiscal 2023 to the end of that fiscal year. As disclosed elsewhere in this Proxy Statement, Jim Benson’s annualized base salary during fiscal 2023 was $475,000.

(6)Amounts reported for Jim Benson for fiscal 2023 represent $5,147 of 401(k) plan company matching contributions, $1,216 in disability insurance premiums, and $442 in telecommunications expenses.

(7)Amount reported for fiscal 2023 includes $324,328 earned by Steve Pace pursuant to his sales commission plan during fiscal 2023.

(8)Amounts reported for Steve Pace for fiscal 2023 represent $11,575 for expenses related to his spouse attending the company’s annual President’s Club (our sales recognition event) and the related tax gross-up, $9,338 of 401(k) plan company matching contributions, $3,622 in disability insurance premiums, and $1,500 in telecommunications expenses.

(9)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their base salaries and annual STI bonuses in Euros. The applicable U.S. dollar amounts in this table for them for fiscal 2023 are based on an exchange rate of 1 EUR:USD 1.0839. For Bernd Greifeneder, the U.S. dollar amounts are also based on an exchange rate of 1 EUR:USD 1.1067 for fiscal 2022 and 1 EUR:USD 1.172 for fiscal 2021.

(10)Reflects base salary earned by Matthias Dollentz-Scharer prior to, and after the promotion that he received during fiscal 2023 that resulted in an increase to his base salary. As disclosed elsewhere in this Proxy Statement, Matthias Dollentz-Scharer’s annual base salary as of the end of fiscal 2023 was EUR 331,006. Matthias Dollentz-Scharer was not a named executive officer in fiscal years 2022 and 2021.

(11)Reflects a company contribution on behalf of Matthias Dollentz-Scharer in connection with his participation in an Austrian defined contribution retirement plan.

(12)Reflects base salary earned by Kevin Burns from the start of fiscal 2023 through the last day of his employment on December 31, 2022. As disclosed elsewhere in this Proxy Statement, Kevin Burns’ annualized base salary during fiscal 2023 was $455,000.

(13)Pursuant to the transition agreement that we entered into with Kevin Burns, we agreed to (a) accelerate the vesting of his time-based equity awards (e.g., restricted stock units and stock options) that would have vested if he had remained employed through February 15, 2023; and (b) extend the post-termination exercise period for his vested options as of December 31, 2022 by 15 months from that date. For additional information about the transition agreement, please see the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.

•In the “Stock Awards” column of this table, $375,352 reflects the incremental fair value computed in accordance with FASB ASC Topic 718 in connection with the amendment to his outstanding restricted stock unit awards;

•In the “Option Awards” column of this table, $563,438 reflects the incremental fair value computed in accordance with FASB ASC Topic 718 in connection with the amendments to his outstanding stock option awards; and

•The “All Other Compensation” column of this table includes the following amounts:

o$15,194, reflecting the value of restricted stock units that accelerated upon termination of his employment on December 31, 2022 that otherwise would not have vested. We valued the accelerated vesting of these units by multiplying the closing price of our stock on the NYSE on December 31, 2022 times the number of units that were accelerated, less the amount reflected in the “Stock Awards” column of this table. The value of Kevin’s stock options that accelerated upon termination of his employment that otherwise would not have vested was less than the incremental value reported in the “Option Awards” column by $10,683. Accordingly, no value has been included in the “All Other Compensation” column for the accelerated stock options;

o$272,420, reflecting a pro-rated fiscal 2023 cash incentive award paid to him after his termination of employment. Pursuant to his transition agreement, we agreed that Kevin would remain eligible to receive a pro-rated annual bonus (based on his termination date of December 31, 2022) under the company’s fiscal 2023 STI plan, based on actual performance for fiscal 2023, notwithstanding the fact that he would not be employed by our company on the measurement confirmation and payout date; and

o$14,013 in payments for accrued and unused vacation time, $5,888 of 401(k) plan company matching contributions, $2,192 in disability insurance premiums, and $1,250 in telecommunications expenses.

(1)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their annual STI bonuses in Euros. The applicable U.S. dollar amounts in this table for their non-equity incentive plan awards are based on an exchange rate of 1 EUR:USD 1.0839.

(2)Reflects the incremental fair value computed in accordance with FASB ASC Topic 718 in connection with the amendments to Kevin Burns’ outstanding restricted stock unit awards ($375,352) and outstanding stock option awards ($563,438), as discussed in note 13 to the Summary Compensation table.

Outstanding Equity Awards at 2023 Fiscal Year End Table