Not independent
Tenure on this board
16.0 yrs
4 nominees · 4 ballot items.
Four proposals: (1) Election of four Class I directors; (2) Advisory (non-binding) approval of named executive officer compensation ('say-on-pay'); (3) Ratification of Deloitte & Touche LLP as independent registered public accounting firm; (4) Stockholder proposal by John Chevedden requesting adoption of a simple majority voting provision (replace supermajority thresholds).
Elect four Class I directors — Olivier Pomel, Dev Ittycheria, Shardul Shah and Ami Vora — each to serve until the 2029 annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of Datadog’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding vote to approve the total compensation of Datadog’s named executive officers as disclosed in the proxy statement (the standard 'say-on-pay'). Management seeks shareholder endorsement to validate its compensation philosophy and the specific mix of base salary, performance-based cash bonuses tied to net new ARR and non-GAAP operating income, and long-term equity awards (50% PSUs/50% RSUs with multi-year vesting and caps). The vote is advisory only and will not change contracts or obligations, but the board and compensation committee state they will consider the outcome when setting future pay. The company emphasizes that a significant portion of pay is at-risk and linked to measurable corporate performance and retention objectives, and that the compensation committee used an independent consultant and a selected peer group when setting pay. Supporters would view a FOR vote as endorsement of pay-for-performance alignment, governance processes (independent committee and consultant), and retention-oriented equity design; opponents may criticize absolute pay levels or the effectiveness of metrics. The board’s rationale cites alignment with market practice, use of performance-based PSUs and caps to limit extreme payouts, and the committee’s oversight as reasons to support the proposal. A 'FOR' result maintains continuity in executive pay programs and signals investor acceptance; a strong 'AGAINST' result would likely prompt the board to review specific elements and could lead to modifications. Given the company’s disclosure, investors can assess linkage between realized pay and outcomes (revenue, ARR, non-GAAP operating income) when deciding their vote.
Ratify the audit committee’s selection of Deloitte & Touche LLP as Datadog’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Stockholder proposal by John Chevedden requesting that Datadog replace any voting requirement greater than a simple majority in its charter and bylaws with a simple majority of votes cast for and against.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.99% | 21,320,127 | $2.5B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.94% | 17,575,658 | $2.1B |
| 3 | BlackRock, Inc. | 4.21% | 14,980,345 | $1.8B |
| 4 | STATE STREET CORP | 3.95% | 14,060,951 | $1.7B |
| 5 | FMR LLC | 2.81% | 10,004,160 | $1.2B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.78% | 9,909,944 | $1.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% | 8,319,902 | $978M |
| 8 | JANUS HENDERSON GROUP PLC | 2.15% | 7,642,236 | $893M |
| 9 | BlackRock, Inc. | 2.03% | 7,225,658 | $853M |
| 10 | JENNISON ASSOCIATES LLC | 1.62% | 5,783,361 | $683M |
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