Sector: Information Technology
DATADOG INC CLASS A · Meeting: June 15, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Four Class I Directors
Pomel is the co-founder and CEO with tenure since 2010; DDOG's 3-year total shareholder return of ~118% outperforms the company-disclosed peer group median of ~19% by +98 percentage points, far exceeding the 65-percentage-point threshold needed to trigger a concern, so no TSR flag applies and no other policy flags are present.
Ittycheria has served since February 2014 and brings extensive experience leading high-growth software businesses; DDOG's strong outperformance versus its peer group means the TSR trigger does not apply, and no overboarding, attendance, or independence concerns are identified.
Shah has served since November 2012 and contributes deep cloud infrastructure and venture capital expertise; DDOG's peer-group outperformance clears all TSR thresholds comfortably, and no other policy flags are present.
Vora joined the board in September 2025, which is fewer than 24 months before the meeting date, so she is fully exempt from the TSR trigger under policy; she brings relevant product leadership experience from Meta, WhatsApp, and Anthropic, and no other policy flags apply.
All four Class I director nominees receive a FOR vote. DDOG's 3-year total shareholder return of approximately 118% outperforms its company-disclosed peer group median (19%) by +98 percentage points, which is well above the 65-percentage-point threshold required to trigger any TSR-based concern. No overboarding, attendance shortfall, independence, or qualification issues were identified for any nominee. Ami Vora is additionally exempt from TSR scrutiny as a director appointed fewer than 24 months ago.
CEO
Olivier Pomel
Total Comp
$27,055,481
Prior Support
96%%
CEO Olivier Pomel's total reported compensation of approximately $27.1 million reflects a program where the vast majority is variable and performance-linked — roughly 95% of total pay comes from performance stock awards and a performance-based cash bonus, with base salary of only ~$446,000. The company's annual cash bonus paid out at 183% of target based on net new ARR growing at 139% of target and non-GAAP operating income meeting its threshold, and performance stock awards paid out at the 200% cap after revenue grew 28% year-over-year and exceeded the pre-set revenue target by 4 percentage points — both outcomes reflect genuine business outperformance, not discretionary windfalls. Pay-for-performance alignment is strong: Datadog's 3-year total shareholder return of approximately 118% outperforms its disclosed peer group by +98 percentage points, the company has a meaningful clawback policy compliant with SEC and Nasdaq rules, and last year's say-on-pay vote received 96% support with no structural changes needed in response.
Auditor
Deloitte & Touche LLP
Tenure
10 yrs
Audit Fees
$2,614,000
Non-Audit Fees
$283,000
Deloitte has audited Datadog since 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise a concern. Non-audit fees (audit-related fees of $55,000 plus all other fees of $228,000 = $283,000) represent approximately 10.8% of audit fees ($2,614,000), which is comfortably below the 50% threshold, and Deloitte is a Big 4 firm appropriate for a company of Datadog's size and complexity.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting governance-focused proposals, and this type of filer is treated seriously under our policy. The request — that all voting requirements in Datadog's charter and bylaws require only a simple majority rather than a supermajority — is a straightforward structural governance improvement: supermajority voting requirements make it harder for shareholders to enact changes and are widely viewed as entrenching incumbent management. Eliminating supermajority requirements is a mainstream governance reform supported by major institutional investors, and the ask passes the lower threshold applicable to structural governance proposals, making a FOR vote appropriate.
The 2026 Datadog annual meeting presents a clean ballot with no major governance concerns: all four director nominees pass the TSR and qualification screens, the auditor ratification is straightforward with low non-audit fees and a tenure well below the concern threshold, and the say-on-pay program is well-structured with genuinely performance-linked pay backed by strong business and shareholder return results. The one stockholder proposal — requesting simple majority voting — comes from a credible governance activist and asks for a mainstream structural improvement, earning a FOR vote despite the board's opposition.
6 companies disclosed in 2026 proxy filing
