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☐  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

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☐    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 2024 Annual Meeting of Stockholders of Dynatrace, Inc. to be held online on Friday, August 23, 2024 at 1:00 p.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2024, where you will be able to vote electronically and submit questions.

•To elect two Class II directors, Jill Ward and Kirsten Wolberg, to hold office until the 2027 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, 2025;

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

•To approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers in certain circumstances as permitted pursuant to amendments to the Delaware General Corporation Law; and

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

Stockholders of record at the close of business on June 28, 2024 (the "Record Date") or who hold a valid proxy for the Annual Meeting are entitled to notice of, and to attend, vote, and participate at the Annual Meeting, as set forth in this Proxy Statement. You may attend, vote, and participate at the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2024 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 on or about July 9, 2024. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 23, 2024. 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, 2024 Annual Report to Stockholders, and other materials are available at https://ir.dynatrace.com/.

Non-GAAP Operating Income or NGOI is defined as GAAP operating income adjusted to exclude share-based compensation, employer payroll taxes on employee stock transactions, amortization of 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 business 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 2024 Annual Report to Stockholders are available for viewing, printing, and downloading at www.proxyvote.com.

Unless specifically stated in this Proxy Statement, information (such as our Global Impact Report) 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, 2024, 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, 2024 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 28, 2024, you may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2024, 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 9, 2024. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2024 Annual Meeting of Stockholders, this Proxy Statement, the proxy card, and our 2024 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 2024 Annual Meeting of Stockholders, this Proxy Statement, and our 2024 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/DT2024 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/DT2024 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/DT2024 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/DT2024.

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/DT2024 and you may vote during the meeting. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 23, 2024, 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 on or about July 9, 2024.

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

Two of our seven directors who are nominees or otherwise continuing in office as of the Annual Meeting (approximately 29%) self-identify as a woman and both have Board leadership positions - the Chair of our Board and the Chair of the Nominating and Corporate Governance Committee, Jill Ward, and the Chair of our Cybersecurity Committee of the Board (the "Cybersecurity Committee"), Kirsten Wolberg. Prior to a director resignation in May 2023, women comprised 33 1/3% of our Board. The Board plans to add another gender diverse director by the time of next year’s annual meeting of stockholders to be held in 2025.

Among other factors, the Board reviews and considers director tenure and age as factors in assessing its ongoing needs. 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, 2024, the Audit Committee met nine 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 2024 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, 2024, the Compensation Committee met four 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 2024 were Mike Capone (Chair), Amol Kulkarni (from his appointment to the Board on September 1, 2023 through the end of fiscal 2024), Steve Lifshatz and Kirsten Wolberg (from the start of fiscal 2024 through September 1, 2023).

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 sustainability strategy and reporting; reviewing and assessing the company’s policies and practices regarding sustainability matters.

During the fiscal year ended March 31, 2024, the Nominating and Corporate Governance Committee met seven 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 2024 were Jill Ward (Chair), Ambika Kapur (through her resignation date of May 26, 2023), Amol Kulkarni (from his Board appointment on September 1, 2023), Kenneth “Chip” Virnig, and Kirsten Wolberg (from September 1, 2023). Chip Virnig stepped down from the committee in April 2024.

•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.

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.

During fiscal 2024, 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 nine times during fiscal 2024.

•For fiscal 2024, we modified 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 2025, we introduced a component of performance-based restricted stock units ("PSUs") based on relative total stockholder return (“rTSR”) performance for long-term incentive awards granted to our executive officers.

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. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics 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 the Code of Business Conduct and Ethics. We also have a human rights policy and a supplier code of conduct. The Code of Business Conduct and Ethics and these other policies are available at www.dynatrace.com/company/sustainability/.

Any interested party may contact our Board (or our non-management or independent directors as a group, the Chair of the Board, 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.

(1)The amounts represent the aggregate grant date fair value of RSUs granted to our directors during fiscal 2024, 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 14 to our audited consolidated financial statements included in our 2024 Annual Report. On August 23, 2023 (the date of our 2023 annual meeting of stockholders), each non-employee director serving and re-elected as of that date received an annual equity award of 4,290 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, 2024, our current non-employee directors held the following amounts of unvested RSUs: Michael Capone – 4,290; Amol Kulkarni – 8,301; Stephen Lifshatz – 4,290; Steve Rowland – 6,877; Kenneth “Chip” Virnig – 4,290; Jill Ward – 4,290; and Kirsten Wolberg – 6,140.

(2)Seth Boro is a Managing Partner of Thoma Bravo who resigned from the Board on February 20, 2024. Seth was previously nominated to our Board by one of the Thoma Bravo Funds (as discussed earlier in this section of this Proxy Statement). He received a pro-rated cash retainer for the days that he served during fiscal 2024. Seth's unvested RSUs were forfeited when he resigned from the Board and accordingly, he did not hold any unvested RSUs as of March 31, 2024.

(3)Ambika Kapur resigned from the Board on May 26, 2023. She was a member of the Nominating and Corporate Governance Committee for part of fiscal 2024 through her resignation date from the Board. She received a pro-rated cash retainer for the days that she served during fiscal 2024. Ambika's unvested RSUs were forfeited when she resigned from the Board and accordingly, she did not hold any unvested RSUs as of March 31, 2024.

(4)Amol Kulkarni was appointed to the Board on September 1, 2023. We granted 8,301 RSUs to him in connection with his appointment. Amol served as a member of the Compensation Committee and Nominating and Corporate Governance Committee for the remainder of fiscal 2024. He received a pro-rated cash retainer for the days that he served during fiscal 2024.

(5)Kenneth ”Chip” Virnig is a Partner of Thoma Bravo and was previously nominated to our Board by one of the Thoma Bravo Funds. Chip's unvested RSUs mentioned in note 1 to this table will be forfeited when he resigns from the Board on July 31, 2024.

(6)During fiscal 2024, Kirsten Wolberg was a member of the Compensation Committee until September 1, 2023 and then became a member of the Nominating and Corporate Governance Committee for the remainder of fiscal 2024. She was Chair of the Cybersecurity Committee for all of fiscal 2024.

During our fiscal 2024, we issued our inaugural Global Impact Report, a copy of which is posted on our website at www.dynatrace.com/company/sustainability/. Among other things, our Global Impact Report includes our baseline greenhouse gas emissions data and an expanded scope of diversity, equity, inclusion and belonging data for our fiscal 2023.

Our independent registered public accounting firm for the fiscal year ended March 31, 2024 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, 2025. 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, 2025. 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.

EY served as our independent registered public accounting firm for the fiscal years ended March 31, 2024 and March 31, 2023. The following table sets forth fees incurred for professional services provided by EY for audit, audit-related, tax, and other services.

(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, 2024. 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, 2024 that was filed with the SEC.

Dynatrace, Inc. is a Delaware corporation. In 2022, the State of Delaware enacted Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”), which allows companies to provide officers with exculpation protection to limit their monetary liability in certain circumstances. Our Amended and Restated Certificate of Incorporation (the “Charter”) does not include a provision that allows for the expanded exculpation of officers under Section 102(b)(7).

The Board also believes that the Proposed Amendment would not negatively impact stockholder rights, and that it strikes an appropriate balance between stockholders' interest in accountability and their interest in our company being able to attract and retain experienced and qualified officers. The Board took into account the limited number of the company’s officers that would be impacted, and the narrow class and types of claims from which officers would be exculpated from liability. As permitted by the update to Delaware law, the Proposed Amendment would exculpate officers for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate or limit officers’ monetary liability for:

•any breach of fiduciary duty claims brought by Dynatrace itself;

•derivative claims brought by stockholders in the name of Dynatrace;

•any claims involving breach of the duty of loyalty to Dynatrace or our stockholders;

•any claims involving acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of law; or

•any claims involving transactions from which the officer derived an improper personal benefit.

COMPENSATION DISCUSSION AND ANALYSIS

•We grew annual recurring revenue ("ARR") to approximately $1.5 billion as of March 31, 2024 and total revenue for fiscal 2024 was approximately $1.43 billion. For the full year ended March 31, 2024, ARR and revenue growth were 20% and 22%, respectively, on a constant currency basis;

•For the full year ended March 31, 2024, we reported GAAP operating income of approximately $128.4 million and non-GAAP operating income of approximately $398.2 million;

•As of March 31, 2024, we had approximately $883 million of cash, cash equivalents, and investments and no long-term debt; and

•Dynatrace customers increased to approximately 4,000 as of March 31, 2024 from approximately 3,600 as of March 31, 2023.

•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 3.2% and 12.7% for fiscal 2024.

•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. Fiscal 2024 annual short-term incentive awards for our named executive officers were weighted 50% on the achievement of ARR goals and 50% on the achievement of Non-GAAP Operating Income goals. Based on our actual results for the year, our executives earned 106.3% of their target annual incentives.

•Performance-Based Restricted Stock Units or PSUs: PSUs granted in fiscal 2024 represented 50% of the target equity value awarded to named executive officers and were eligible to be earned based 50% on the achievement of revenue goals and 50% based on the achievement of Non-GAAP Operating Income goals for fiscal 2024. PSUs granted in fiscal 2024 were earned at approximately 136.0% of target and vest over three years from the grant date. The Compensation Committee continued to include time-based RSUs as part of long-term incentive awards.

•PSUs based on financial performance are weighted 75% on revenue and 25% on Non-GAAP Operating Income for fiscal year 2025, which reflects a greater emphasis on revenue performance relative to PSUs granted in fiscal 2024.

•PSUs based on rTSR are based on the company’s stock price performance relative to companies that are the constituents of the Russell 3000 index over performance periods of one, two, and three fiscal years that began on April 1, 2024.

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.

Our compensation peer group is reviewed annually and adjusted as the Compensation Committee determines to be appropriate. For fiscal 2024, the selection criteria for our compensation peer group targeted comparable public software companies with annual revenues generally between $500 million and $2 billion, and market capitalization generally between approximately $5.7 billion and $23 billion. When executive compensation for fiscal 2024 was set, our peer group as approved by our Compensation Committee was comprised of the following 19 companies:

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)Dan Zugelder joined our company on July 5, 2023.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. The amounts reported in this table are based on an exchange rate of EUR 1.00:USD 1.0811 as of March 31, 2024 and EUR 1.00:USD 1.0839 as of March 31, 2023.

(3)Bernd Greifeneder’s base salary was EUR 376,957 in fiscal 2023 and EUR 397,292 in fiscal 2024, a 5.4% increase in local currency.

(4)Matthias Dollentz-Scharer’s base salary was EUR 331,006 at the end of fiscal 2023 and was EUR 373,898 in fiscal 2024, a 13.0% increase in local currency.

(1)Dan Zugelder was appointed Chief Revenue Officer during our fiscal 2024 on July 5, 2023.

Under the 2024 STI plan, no bonus was payable with respect to a particular measure (ARR or NGOI) if the percentage achievement was below the threshold indicated above (95% or 90%, respectively). If either ARR or NGOI was achieved at or above the threshold value/percentage indicated above, the payout with respect to those measures was between 50% and 150% of the target bonus, interpolated on a straight-line basis. The maximum total payout could not exceed 150% of the executives' on-target bonuses.

(1)Dan Zugelder joined Dynatrace on July 5, 2023 and received a pro-rated 2024 STI target award opportunity and payout to reflect his partial year of employment at our company.

(2)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 1.0811 as of March 31, 2024.

•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 time-based RSUs.

(1)Reflects a sign on-related equity grant to Dan Zugelder.

(2)The amounts in this column differ from amounts reflected in the Summary Compensation Table's "Stock Awards" column due to differences in determining grant date value.

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.

Effective January 1, 2024, we offer a non-qualified deferred compensation plan ("Deferred Compensation Plan") which provides eligible U.S. employees with the opportunity to defer up to 75% of their eligible base salary, up to 100% of their eligible fiscal year bonus (beginning with bonuses for our fiscal 2025), and up to 100% of eligible commissions in excess of the limits imposed on the 401(k) plan by the Internal Revenue Code. Account balances under the Deferred Compensation Plan are credited with income, gains and losses based on the performance of investment funds selected by the participant from a list of funds designated by us. Rick McConnell, Jim Benson, and Dan Zugelder are the only named executive officers eligible to participate in this plan. All of the members of our Board are eligible to participate in this plan. As of March 31, 2024, Jim Benson was the only named executive officer participating in this plan and none of our directors were participating in the plan.

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, 2024.

(1)Reflects base salaries earned for the applicable fiscal year. Rick McConnell's base salary for fiscal 2022 reflects the amount that he earned from his start date at our company through the end of that fiscal year. Jim Benson's base salary for fiscal 2023 reflects the amount that he earned from his start date at our company through the end of that fiscal year. Dan Zugelder's base salary for fiscal 2024 reflects the amount that he earned from his start date at our company through the end of that fiscal year. As disclosed elsewhere in this Proxy Statement, Dan Zugelder’s annualized base salary during fiscal 2024 was $475,000.

(2)Reflects a cash sign-on bonus paid to Rick McConnell in fiscal 2022 and Dan Zugelder in fiscal 2024 in connection with joining the company and a patent program bonus paid to Bernd Greifeneder in fiscal 2022.

(3)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, 2024, 2023, and 2022, 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 14 to our audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, which was filed with the SEC on May 23, 2024. 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 2024, the aggregate grant date fair value is reported at the probable outcome, which is assumed to be the target level of performance. The aggregate grant date fair value of PSUs granted during fiscal 2024, assuming maximum achievement (200%), was $15,896,813 for Rick McConnell, $5,393,626 for Jim Benson, $13,348,691 for Dan Zugelder, $4,825,814 for Bernd Greifeneder, and $2,838,739 for Matthias Dollentz-Scharer. The aggregate grant date fair value of PSUs granted during fiscal 2023, assuming maximum achievement (150%), was $9,925,561 for Rick McConnell, $3,308,930 for Bernd Greifeneder, and $1,567,637 for Matthias Dollentz-Scharer. The aggregate grant date fair value of PSUs granted during fiscal 2022, assuming maximum achievement (150%), was $15,232,512 for Rick McConnell and $4,155,687 for Bernd Greifeneder.

(4)The amounts reported in this column represent bonuses paid under our annual STI plan based on company performance for the applicable fiscal year. The amounts reported for Rick McConnell for fiscal 2022, Jim Benson for fiscal 2023, and Dan Zugelder for fiscal 2024 are pro-rated to reflect their respective partial first fiscal year of employment at our company.

(5)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 2024 and fiscal 2023 are based on an exchange rate of 1 EUR:USD 1.0811 and 1 EUR:USD 1.0839, respectively. For Bernd Greifeneder, the U.S. dollar amounts are also based on an exchange rate of 1 EUR:USD 1.1067 for fiscal 2022.

(6)Matthias Dollentz-Scharer was not a named executive officer in fiscal 2022.

(7)The following table sets forth amounts included in the "All Other Compensation" column for our named executive officers for fiscal 2024.

(1)Dan Zugelder's target non-equity incentive award is reflected as pro-rated based on his start date of July 5, 2023. Dan's equity incentive plan awards reflect PSUs and RSUs granted to him following his start date, as discussed elsewhere in this Proxy Statement. 32,771 of his sign-on RSUs vested in December 2023 and an additional 6,388 sign-on RSUs vested in March 2024 in accordance with his employment agreement.

(2)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 1.0811.

Outstanding Equity Awards at 2024 Fiscal Year End Table