DYNATRACE, INC.
CORPORATE GOVERNANCE GUIDELINES
The Board of Directors (the “Board”) of Dynatrace, Inc. (the “Company”) has adopted
these corporate governance guidelines to assist and guide the Board in the exercise of its
responsibilities. These guidelines should be interpreted in accordance with any requirements
imposed by applicable federal or state law or regulation, The New York Stock Exchange(“NYSE”) and the certificate of incorporation and bylaws of the Company. The Board may
review and amend these guidelines from time to time.
I.

DIRECTOR CRITERIA AND SELECTIONA.

Director Criteria: The Board shall consider and approve from time to time the criteriathat it deems necessary or advisable for Director candidates. The Board shall have fullauthority to modify such criteria from time to time as it deems necessary or advisable.
The Board has delegated to the Nominating and Corporate Governance Committee (the“Nominating Committee”) the responsibility for developing and recommending to theBoard for its consideration and approval criteria for Director candidates. The
Nominating Committee has adopted policies and procedures for Director candidates andwill recommend to the Board from time to time such criteria for its consideration andapproval. The current policies and criteria for Director candidates are set forth in Exhibit
A to the Nominating Committee charter. The Board may, however, rescind its delegation
and assume the responsibilities it previously delegated to the Nominating Committee.

B.

Process For Identifying and Selecting Directors: The Board has delegated to theNominating Committee the responsibility to identify candidates for nomination to theBoard (including candidates to fill vacancies) and assessing their qualifications in light ofthe policies and principles in these guidelines and the Nominating Committee’s charter.
The Nominating Committee will recommend Director candidates for the Board’s
consideration and review the candidates’ qualifications with the Board. The Board shallretain the authority to nominate a candidate for election by the stockholders as a Directorand to fill vacancies.
In identifying Director candidates, the Nominating Committee may consider all facts andcircumstances it deems appropriate, including, among other things, the diversity, skills ofthe candidate, his or her depth and breadth of business experience and other backgroundcharacteristics, his or her independence and the needs of the Board.

C.

Independence: At least a majority of the members of the Board shall meet theindependence requirements set forth in the NYSE Listed Company Manual, other thanfor exceptions provided doe in Section 303A of the NYSE Listed Company Manual.
The Board will periodically evaluate all relationships between the Company and eachindependent director for the purposes of determining whether a material relationshipexists that might represent a potential conflict of interest or otherwise interfere with thedirector’s ability to satisfy his or her responsibilities as an independent director.
D.

Limit on Number of Other Boards: Performing the duties and fulfilling theresponsibilities of a Director require a significant commitment of time and attention. The
Board does not believe, however, that explicit limits on the number of other boards ofdirectors on which a Director sits, or on other activities a Director pursues, areappropriate. The Board, however, recognizes that excessive time commitments caninterfere with a Director’s ability to perform and fulfill his or her duties andresponsibilities effectively. The Nominating Committee will consider whether theperformance of a Director has been or is likely to be adversely affected by excessive timecommitments, including service on other boards of directors. Directors must notify theChair of the Nominating Committee when accepting a seat on the board of directors ofanother business corporation so that the potential for conflicts or other factors
compromising the Director’s ability to perform or fulfill his duties and responsibilities
may be fully assessed.

E.

Term and Age Limits: The Board does not believe that limits on the number ofconsecutive terms a Director may serve or on the Directors’ ages are appropriate in lightof the substantial benefits of a sustained focus on the Company’s business, strategy andindustry over a significant period of time. Each Director’s performance will be assessedby the Nominating Committee in light of relevant factors.

F.

Succession: The Nominating Committee shall be responsible for developing succession
plans for the Board.

II.

DIRECTOR RESPONSIBILITIES AND COMPENSATIONA.

Role of Directors: The business and affairs of the Company are managed by or under
the direction of the Board, acting on behalf of the stockholders. The Board has delegatedto the officers of the Company the authority and responsibility for managing theCompany’s everyday affairs. The Board has an oversight role and is not expected toperform or duplicate the tasks of the Chief Executive Officer (the “CEO”) or senior
management.

B.

Attendance at Meetings: Each member of the Board is expected to make reasonable
efforts to attend meetings of the Board, whether regular or special. If a Director does notattend at least 75% of the Board’s regular or special meetings (together with the meetingsof committees on which the Director serves), the Company will be required to disclosethat fact in its annual proxy statement. In addition, attendance and participation atmeetings is an important component of the Directors’ duties and, as such, attendance
rates will be taken into account by the Nominating Committee in assessing Directors forrenomination as Directors.

C.

Time Commitment; Advance Distribution and Review of Materials: Directors are
expected to spend the time needed and meet as frequently as the Board deems necessary
or appropriate to discharge their responsibilities. Senior management is responsible for2

distributing in advance to Directors information important to the Board’s understandingof the business to be conducted at a Board or Committee meeting. Directors should
review these materials before the meeting.
D.

Director Compensation: The Compensation Committee will determine andperiodically review the form and amount of Director compensation, except as otherwise
determined by the Board. The Company’s executive officers shall not receive additional
compensation for their service as Directors.

III.

BOARD STRUCTURE AND PROCEDURES

A.

Size of Board: The Board reserves the right at any time to increase or decrease its size,
subject to any provisions in the Company’s certificate of incorporation and bylaws,
depending on the Board’s assessment of its needs and other factors. The size of the Board
may vary based upon the size of the business and the availability of qualified candidates.
Board size should facilitate active interaction and participation by all Board members.
The Board will review from time to time the appropriateness of its size.

B.

Board Leadership: The Board shall fill the positions of Chair and CEO based upon its
view of what is in the best interests of the Company. The Chair and CEO may, but neednot be, the same person. In addition, the Board may appoint a lead independent director.
The lead independent director will preside over periodic meetings of independent
directors, serve as a liaison between the Chair and the independent directors and perform
such additional duties as the Board may otherwise determine and delegate.

C.

Committees: The Board intends at all times to have an Audit Committee, aCompensation Committee, and a Nominating and Corporate Governance Committee.
Each of these committees will have a written charter that sets forth its responsibilities andqualifications for committee membership. The Board may from time to time establish
additional committees as it deems appropriate. Membership on the Audit, Compensation,and Nominating & Corporate Governance Committees is limited to independent directors
meeting the independence requirements of the NYSE Listed Company Manual, theSarbanes-Oxley Act of 2002 and any other applicable rules or regulations of theSecurities and Exchange Commission (the “SEC”) and the Internal Revenue Service.
The Board retains discretion to form new committees or disband current committees
depending upon the circumstances.

D.

Executive Sessions: The non-management Directors will meet at regularly scheduled
executive sessions without management participation, and at least once each year thenon-management Directors alone will meet in executive session. If the Chair is a nonmanagement director and an independent director, then the Chair will preside at thesemeetings. If the Chair is not an independent director, then the Director who presides atthese meetings will be the lead independent director. In the event that the Board has notdesignated a lead independent direction or if the lead independent director is unavailable
to attend such a meeting, then a majority of the independent directors in attendance may
designate one independent director to serve in such temporary capacity. In either case,
the Director who presides at these meetings, and his or her name, or the process by which3he or she is selected, will be disclosed, if required by SEC rules, in the annual proxystatement or, if the Company does not file an annual proxy statement, in the Company’s
annual report on Form 10-K filed with the SEC. To permit interested parties to maketheir concerns known to the non-management Directors, the Company will also disclose amethod by which they can communicate directly and confidentially with the presiding
Director or with the non-management Directors as a group.
E.

Director Access to Management and Independent Advisers: In performing its
responsibilities, the Board, and each committee, shall be entitled to rely on the advice andinformation it receives from management and the experts, advisers and professionals
whom the Board, or a committee, may consult. The Board and each committee shallhave the authority to request that any officer or employee of the Company, theCompany’s outside legal counsel, the Company’s independent auditor or any otherprofessional retained by the Company to provide advice to the Company, attend ameeting of the Board or committee or meet with any members of or advisers to theBoard. The Board or any committee shall also have the authority to engage legal,
accounting or other advisers to provide advice and information it deems appropriate tocarry out its responsibilities.

F.

Directors Who Change Job Responsibility: The Board does not believe Directors who
retire or change their principal occupation or business association should necessarily
leave the Board. However, promptly following any such event, the Director should
notify the Nominating Committee, so that it can review and advise the Board regarding
the continued appropriateness of the Director’s Board membership.

G.

Director Orientation and Continuing Education: The Company will conduct anorientation program for each new Director. The orientation will be designed tofamiliarize the new Director with the Company’s business and strategic plans, key
policies and practices, principal officers and management structure, auditing andcompliance processes and its code of business conduct and ethics. The Nominating
Committee will be responsible for periodically providing materials or briefing sessions
for continuing Directors on topics that will assist them in discharging their duties.

H.

Management Succession: The Nominating Committee shall be responsible fordeveloping a succession plan for the CEO and other key officers of the Company forconsideration by the Board and reporting on the plan to the Board.

IV.

OTHER CORPORATE GOVERNANCE MATTERSA.

Annual Performance Evaluations of the Board and Committees: The Board willconduct a self-evaluation at least annually for the purpose of determining whether it andits committees are functioning effectively, and each committee of the Board will conduct
a self-evaluation at least annually for the purpose of determining whether it is functioning
effectively. The Nominating Committee will oversee the evaluation process.

B.

Communications with Outside Interested Parties: The Board believes thatmanagement should be responsible for communications with the press, media and other4

outside parties on behalf of the Company, although individual Board members may, atthe request of management or the Board, communicate with outside parties on behalf ofthe Company.
C.

No Limitation on Other Rights: These guidelines are not intended to modify, eliminate
or in any other manner limit the indemnification, exculpation and similar rights available
to the Directors of the Company under applicable law and/or the Company’s certificate ofincorporation and/or its bylaws.

D.

Modifications to Guidelines: Although these guidelines have been approved by theBoard, they may evolve over time as customary practice and legal requirements change.
In particular, guidelines that reflect legal, regulatory or exchange requirements as they
currently exist will be deemed to be modified as and to the extent those requirementschange. In addition, the guidelines may be amended by the Board at any time as it deems
appropriate.
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Adopted by the Board of Directors of Dynatrace, Inc. on July 19, 2019.

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