DEF 14A of Datadog, Inc., Apr 19, 2024

DEF 14A of Datadog, Inc.

Filed Apr 19, 2024 · FY20230001561550-24-000042

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of eight members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are divided into the three classes as follows: •Class II directors: Alexis Lê-Quôc and Michael Callahan, whose terms will expire at the upcoming Annual Meeting; •Class III directors: Titi Cole, Matthew Jacobson and Julie Richardson, whose terms will expire at the annual meeting of stockholders to be held in 2025; and •Class I directors: Olivier Pomel, Dev Ittycheria and Shardul Shah, whose terms will expire at the annual meeting of stockholders to be held in 2026. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Datadog. Each of Mr. Lê-Quôc and Mr. Callahan is currently a member of our board of directors, was previously elected by the stockholders and has been nominated for reelection to serve as a Class II director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2027 and until his successor has been duly elected, or if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Our nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of the board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the committee views as critical to effective functioning of the board. To provide a mix of experience and perspective on the board, the committee also takes into account geographic, gender, and ethnic diversity. The biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the board, and these views may differ from the views of other members. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE.

  2. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the Class II nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement:

  3. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Principal Occupation/Position | | Class II director nominees for election at the Annual Meeting of Stockholders | | | | Alexis Lê-Quôc | 49 | Chief Technology Officer, Co-Founder and Director | | Michael Callahan | 54 | Director | | Class III directors continuing in office until the annual meeting of stockholders to be held in 2025 | | | | Titi Cole | 51 | Director | | Matthew Jacobson | 40 | Director | | Julie Richardson | 61 | Director | | Class I directors continuing in office until the annual meeting of stockholders to be held in 2026 | | | | Olivier Pomel | 47 | Chief Executive Officer, Co-Founder and Director | | Dev Ittycheria | 57 | Director | | Shardul Shah | 41 | Director |

  4. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Candidates for director nominees are reviewed in the context of the current composition of the board of directors, the operating requirements of Datadog and the long-term interests of our stockholders. In conducting this assessment, the nominating and corporate governance committee typically considers diversity (including gender, racial and ethnic diversity), skills and such other factors as it deems appropriate, given the current needs of the board of directors and our business, to maintain a balance of knowledge, experience and capability. More specifically, the following table lists the self-identified diverse attributes of our directors as of the date of this proxy statement:

  5. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Board Diversity Matrix | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Gender: | | | | | | Directors | 2 | 6 | - | - | | Number of Directors who identify in Any of the Categories Below: | | | | | | African American or Black | 1 | - | - | - | | Asian | - | 2 | - | - | | White | 1 | 3 | | | | Two or More Races or Ethnicities | - | 1 | - | - |

  6. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  7. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Alexis Lê-Quôc is one of the co-founders of our company and has served as our Chief Technology Officer and a member of our board of directors since June 2010. Prior to co-founding Datadog, Mr. Lê-Quôc worked at Wireless Generation from March 2004 to December 2010, where he most recently served as Director of Live Operations. Previously, Mr. Lê-Quôc held engineering positions at a number of technology and software companies, including IBM Research and France Télécom S.A. Mr. Lê-Quôc received his M.S. in Computer Science from CentraleSupélec. We believe Mr. Lê-Quôc is qualified to serve as a member of our board of directors because of his experience building and leading the development of our technology and his insight into our business as our Chief Technology Officer. Michael Callahan has served as a member of our board of directors since June 2011. Mr. Callahan served as Chief Executive Officer of Awake Security, Inc., a private cyber security company that he co-founded, from August 2014 to July 2018. From September 2011 to August 2014, Mr. Callahan was an Entrepreneur in Residence at Greylock Partners. Earlier in his career, Mr. Callahan was Chief Technologist for Enterprise NAS at Hewlett Packard from April 2007 to October 2009; Chief Technology Officer and co-founder of PolyServe, a software company, from May 2000 to April 2007; and Director of Advanced Development at Ask Jeeves, a search engine, from January 1999 to May 2000. Mr. Callahan received his A.B. in Social Studies from Harvard University and was a Rhodes Scholar and Junior Research Fellow in mathematics at the University of Oxford. We believe that Mr. Callahan is qualified to serve as a member of our board of directors because of his extensive experience in the technology industry.

  8. Directors Continuing in Office Until the Annual Meeting of Stockholders to be Held in 2025

    Directors Continuing in Office Until the Annual Meeting of Stockholders to be Held in 2025 Titi Cole has served as a member of our board of directors since June 2022. Since February 2022 she has served as the CEO of Legacy Franchises of Citigroup Inc. where she is responsible for overseeing Citi’s consumer businesses in the markets the company is exiting. Since 2020 she has held senior leadership positions as Citi’s Head of Global Operations and Fraud Prevention and the Chief Client Officer for Personal Banking and Wealth Management. From 2015 to 2020, Ms. Cole was the Head of Consumer and Small Business Banking Operations and Contact Centers at Wells Fargo after previously leading Shared Services for Consumer Credit Solutions, and also served as a member of Wells Fargo’s Management Committee. She has also held leadership roles at Bank of America and BMO Harris Bank in Chicago. Ms. Cole received a B.A. in Economics from the University of Ibadan in Nigeria and a M.B.A. from Northwestern University's Kellogg School of Management. We believe that Ms. Cole is qualified to serve as a member of our board of directors because of her extensive experience with global institutions at scale. Matthew Jacobson has served as a member of our board of directors since July 2019, and previously served as a board observer from December 2015 through July 2019. He is a Partner at ICONIQ Capital, an investment and venture capital firm, where he has worked since September 2013 and sits on the firm’s executive, management and investment committees. Mr. Jacobson currently serves on the board of directors of GitLab Inc., a publicly traded software company, as well as the boards of a number of private technology companies. Additionally, Mr. Jacobson previously served on the board of directors of Braze, Inc. from July 2017 to April 2023 and Sprinklr, Inc. from April 2014 until December 2022. Prior to ICONIQ Capital, Mr. Jacobson held operating roles at Groupon and investing roles at Battery Ventures and Technology Crossover Ventures. He began his career as an investment banker at Lehman Brothers. Mr. Jacobson received his B.S. in Economics with concentrations in Finance and Management from The Wharton School at the University of Pennsylvania. We believe that Mr. Jacobson is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital and technology industries. Julie G. Richardson has served as a member of our board of directors since May 2019. From November 2012 to October 2014, Ms. Richardson was a Senior Adviser to Providence Equity Partners LLC, a global asset management firm. From April 2003 to November 2012, Ms. Richardson was a Partner and Managing Director at Providence Equity, a private equity investment fund, and oversaw its New York office. Prior to Providence Equity, Ms. Richardson served as Global Head of JP Morgan’s Telecom, Media and Technology Group, and was previously a Managing Director in Merrill Lynch & Co.’s investment banking group. Ms. Richardson has served on the board of directors of UBS Group AG, a publicly held financial services company, since May 2017, and Yext Inc., a technology and online brand management company, since May 2015. Ms. Richardson previously served on the boards of directors of Arconic, Inc. from 2016 to 2018, The Hartford Financial Group from 2014 to 2020 and VEREIT, Inc. from 2015 to 2021. Ms. Richardson holds a B.B.A from the University of Wisconsin-Madison. We believe that Ms. Richardson is qualified to serve as a member of our board of directors because of her investment management and financial services experience, and her extensive experience serving on public company boards.

  9. Directors Continuing in Office Until the Annual Meeting of Stockholders to be Held in 2026

    Directors Continuing in Office Until the Annual Meeting of Stockholders to be Held in 2026 Olivier Pomel is one of the co-founders of our company and has served as our Chief Executive Officer and a member of our board of directors since June 2010. Prior to co-founding Datadog, Mr. Pomel was Vice President of Technology at Wireless Generation, Inc., a SaaS technology company, from 2002 until its acquisition by News Corp. in 2010. Previously, Mr. Pomel held engineering positions at a number of technology and software companies, including IBM Research. Mr. Pomel received his M.S. in Computer Science from Ecole Centrale Paris. We believe Mr. Pomel is qualified to serve as a member of our board of directors because of his experience building and leading our business and his insight into corporate matters as our Chief Executive Officer. Dev Ittycheria has served as a member of our board of directors since February 2014. Mr. Ittycheria has served as President and Chief Executive Officer of MongoDB, Inc. and as a member of its board of directors since September 2014. Prior to joining MongoDB, Mr. Ittycheria served as a Managing Director at OpenView Venture Partners, a venture capital firm, from October 2013 to September 2014. From February 2012 to June 2013, Mr. Ittycheria served as a Venture Partner at Greylock Partners, a venture capital firm. From April 2008 to February 2010, Mr. Ittycheria served as President-Enterprise Management at BMC Software, Inc., a computer software company, which he joined in connection with its acquisition of BladeLogic, Inc., a computer software company that Mr. Ittycheria co-founded and for which he served as Chief Executive Officer. Mr. Ittycheria previously served on the board of directors of athenahealth, Inc., a public cloud-based services company, from June 2010 to February 2019; Bazaarvoice, Inc., a public software company, from January 2010 to August 2014; AppDynamics, Inc., a private software company, from March 2011 until its acquisition by Cisco Systems, Inc. in March 2017; and Altimeter Growth Corporation, a public special purpose investment vehicle, from September 2020 to December 2021. Mr. Ittycheria received his B.S. in Electrical Engineering from Rutgers University. We believe that Mr. Ittycheria is qualified to serve as a member of our board of directors because of his experience in building and leading high-growth businesses and his service on the boards of multiple public companies. Shardul Shah has served as a member of our board of directors since November 2012. He is a partner at Index Ventures, an international venture capital firm, where he has worked since 2008. Mr. Shah’s investment focus is primarily centered around cloud infrastructure, security and enterprise software. Mr. Shah has served and currently serves on the board of directors of multiple private technology companies. Prior to Index Ventures, Mr. Shah was an associate at Summit Partners. Mr. Shah received his B.A. in Economics and Biology from the University of Chicago. We believe that Mr. Shah is qualified to serve as a member of our board of directors because of his experience in the venture capital industry and his knowledge of infrastructure, security and software.

  10. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  11. Objectives, Philosophy and Elements of Executive Compensation

    | Element | Objectives | Key Features | | Base Salary (fixed cash) | •Provides stable income for performing job responsibilities. •Attracts highly-qualified executives. | •Generally reviewed annually and determined by the compensation committee based on a number of factors (including company and individual performance) and by reference, in part, to market data obtained from our compensation committee’s independent compensation consultant. | | Performance-Based Cash Bonus (at-risk cash) | •Motivates and rewards for contributing to our key business objectives. •Balances achievement of top-line and bottom-line performance metrics, specifically, net new ARR and non-GAAP operating income, to provide incentives that drive efficient, long-term growth. •Aligns management and stockholder interests by linking pay to performance. | •Target amounts generally reviewed annually and determined by the compensation committee based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. •Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan, generally determined by the compensation committee and communicated at the beginning of the year. •Bonus payouts for our named executive officers apart from our Chief Revenue Officer are subject to a cap of 200% of the annual target bonus opportunity that may only be achieved in the event of significant out-performance relative to our target performance goals each year. We believe the cap manages potential incentive compensation costs and avoids incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for our named executive officers. |

  12. Objectives, Philosophy and Elements of Executive Compensation

    | Element | Objectives | Key Features | | Long-Term Equity Incentive (at-risk equity) | •Motivates and rewards for long-term company performance as well as key business objectives. •Aligns management and stockholder interests by linking pay to performance. •Attracts highly-qualified executives and encourages their continued employment over the long-term. | •Equity opportunities are generally reviewed annually and granted during the first half of the year. •Individual awards are determined based on a number of factors (including company and individual performance) and by reference, in part, to market data obtained from our compensation committee’s independent compensation consultant. •A significant portion of long-term equity incentive compensation for our named executive officers is granted in the form of performance-based restricted stock units (“PSUs”). These awards may be earned contingent upon achievement of specific corporate performance objectives. We believe this further aligns interests with our stockholders in driving long-term company performance and growth in value. •The number of PSUs that may be earned is subject to a cap of 200% of the target number of PSUs. We believe the cap manages potential incentive compensation costs and avoids incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for our named executive officers |

  13. Objectives, Philosophy and Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers that provides significant short and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the compensation committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of the named executive officers’ total target compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards in order to align the executive officers’ incentives with the interests of our stockholders and achievement of our corporate goals.

  14. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Compensation Committee, Management and the Board The compensation committee is appointed by our board of directors and helps our board of directors oversee our compensation policies, plans and programs with the goal of attracting, incentivizing, retaining and rewarding top-quality executive management and employees. The compensation committee is responsible for reviewing and determining all compensation paid to our executive officers, including our named executive officers, and also reviews our compensation practices and policies as they relate to risk management and risk-taking incentives. Our compensation committee consists solely of independent members of the board. The compensation committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our compensation committee determines appropriate. The compensation committee does not delegate authority to approve executive officer compensation. The compensation committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. In fulfilling its responsibilities, the compensation committee considers input from an independent compensation consultant and, as appropriate, management. The Chief Executive Officer evaluates and provides to the compensation committee performance assessments and compensation recommendations. While the Chief Executive Officer discusses his recommendations with the compensation committee, he does not participate in the deliberations concerning, or the determination of, his own performance and compensation. The compensation committee discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the compensation committee meetings. Role of Compensation Consultant The compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation committee retained Compensia as its independent compensation consultant for 2023. Compensia’s engagement included: •compiling a group of peer companies to use as a reference in evaluating current executive pay practices and considering different compensation programs to aid making executive compensation decisions for 2023; •conducting market research and analysis to assist the compensation committee in developing executive compensation levels, including appropriate salaries and the size and structures of target bonus amounts and equity awards for our executives, including the named executive officers; •periodically reviewing and advising on compensation trends and regulatory developments; •reviewing market and peer group equity usage metrics to assist with understanding of Datadog’s equity budget relative to market; •conducting an annual compensation risk assessment; and •periodically conducting a review of our director compensation policies and practices. The compensation committee has analyzed whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, the compensation committee determined that the work of Compensia and the individual compensation advisors employed by Compensia does not create any conflict of interest pursuant to the SEC rules and stock exchange listing standards. Use of Competitive Market Compensation Data The compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the compensation committee directed its independent compensation consultant to develop a proposed peer group list of the publicly-traded companies to be used in connection with assessing our compensation practices. The independent compensation consultant proposed, and the compensation committee approved, a group of public companies that are reasonably comparable to Datadog in terms of industry and financial characteristics to provide management and the compensation committee with relevant compensation information to support compensation decision-making. The executive compensation peer group was intended to reflect companies with executive positions of similar scope and complexity to Datadog. In determining the peer group, the independent compensation consultant considered whether a company was (i) U.S.-headquartered; (ii) a software / services company focused on SaaS and enterprise; (iii) generally within a range of 0.5x to 2.5x Datadog’s revenue; and (iv) generally within a range of 0.3x to 3.0x Datadog’s market capitalization. The independent compensation consultant also considered several secondary factors, including whether a potential peer company had strong revenue growth, completed an initial public offering around the time of our initial public offering, competes with us for executive talent, and had a comparable headcount. The peer group with respect to 2023 is as follows:

  15. How We Determine Executive Compensation

    The compensation committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For 2023 compensation benchmarking, Avalara, Coupa Software, and Zendesk were removed because they ceased to be publicly traded and RingCentral was removed because it was significantly below the market capitalization range in the selection criteria above. Atlassian, Fortinet and Unity Software were added based on a review of comparability across the range of selection criteria referenced above. Using data compiled from the peer companies, the independent compensation consultant completed an assessment of our executive compensation to inform the compensation committee’s determinations regarding executive compensation for 2023. The independent compensation consultant prepared, and the compensation committee reviewed, a range of market data reference points with respect to base salary, performance bonuses, total target cash compensation (base salary and the annual target performance bonus), equity compensation grant value, and target total direct compensation (total target cash compensation and equity compensation grant value) with respect to each of the named executive officers. The compensation committee did not target pay to fall at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making 2023 compensation decisions. Market data is only one of the factors that the compensation committee considers in making compensation decisions. The compensation committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  16. Annual Performance-Based Cash Bonus

    Annual Performance-Based Cash Bonus Our annual performance-based cash bonus awards provide incentive compensation that is specifically designed to motivate our executive officers to achieve pre-established, company-wide priorities set by the compensation committee and to reward them for results and achievements in a given year. The annual target bonus opportunities for our named executive officers are determined by the compensation committee and expressed as a percentage of each individual’s annual base salary, as adjusted by the compensation committee pursuant to its review described above. Following a review of the factors described in the section above, the compensation committee determined that the target bonus opportunity for our named executive officers, other than our Chief Revenue Officer, should remain unchanged at the same level set for fiscal year 2022. The compensation committee approved an increase in target bonus opportunity for our Chief Revenue Officer to bring his target bonus opportunity to a level more aligned to the range of those of similarly-situated executives at the companies in our peer group. Bonus payouts are capped at 200% of the 2023 annual target bonus opportunities for all named executive officers apart from our Chief Revenue Officer. We believe the cap manages potential incentive compensation costs and avoids incentivizing undue risk in our executive compensation program, while still maintaining appropriate and rigorous incentives for our named executive officers. The target bonus opportunities approved for our named executive officers for 2023 were as follows:

  17. Annual Performance-Based Cash Bonus

    | Named Executive Officer | Change From Fiscal 2022 | Target Bonus Opportunity | | Olivier Pomel | No change | $375,000 | | David Obstler | No change | $375,000 | | Alexis Lê-Quôc | No change | $375,000 | | Amit Agarwal | No change | $375,000 | | Sean Walters | 11% | $400,000, increased from $360,000 |

  18. Annual Performance-Based Cash Bonus

    Executive Bonus Goal Setting The compensation committee approved the performance metrics for 2023 performance-based cash bonus awards in March 2023. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our board of directors and finalized in the first quarter of fiscal year 2023. The compensation committee determined that the performance goals for our named executive officers for 2023 would be based on the attainment of net new ARR, with certain decelerators applied for all named executive officers apart from our Chief Revenue Officer if non-GAAP operating income fell below a target amount. Net new ARR is calculated as the difference between the annual run-rate revenue, or ARR, as of December 31, 2023 and ARR as of December 31, 2022. The performance target for net new ARR for these named executive officers was 100% of our fiscal year 2023 operating plan. These named executive officers will only earn a bonus if our net new ARR attainment is at least 80% of the net new ARR performance target. The compensation committee intended the performance goals for our named executive officers to be challenging to attain based on analysis of external market factors and internal forecasts. As our Chief Revenue Officer’s responsibilities are focused on sales, the compensation committee determined that it would be more appropriate for him to participate in a cash bonus plan aligned with the cash bonus plans applicable to the global sales team. The performance goal for our Chief Revenue Officer was based on attainment of net new ARR generated by the sales channels over which he has oversight responsibility. The performance goal for our Chief Revenue Officer was generated through our internal sales target process for the fiscal year, and was established at 100% of such target for 2023. The compensation committee intended the performance goals for our Chief Revenue Officer to be challenging to attain based on analysis of external market factors and internal forecasts. For purposes of calculating the bonus payout amount, when the net new ARR attainment exceeds the performance target (which would, in the compensation committee’s view, require extraordinary efforts), accelerators are triggered in order to reward higher than targeted performance. Such bonus payout amount is subject to a cap as described above for all named executive officers apart from our Chief Revenue Officer. Actual bonuses earned for fiscal year 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” and are further discussed below. Fiscal 2023 Bonus Payouts In February 2024, the compensation committee determined the achievement of the net new ARR target for fiscal 2023 was approximately 89% and the non-GAAP operating income target had been achieved, resulting in a bonus payout of approximately 89% of the named executive officers’ annual target bonus opportunities. For our Chief Revenue Officer, the compensation committee approved the attainment of performance goals semi-annually. In July 2023, the compensation committee approved payments for the first half of the fiscal 2023 based on the percentage attainment at mid-year against the annual performance target, resulting in a bonus payment equal to approximately 29% of Mr. Walter’s annual target bonus opportunity. In February 2024, the achievement of corporate performance goals for fiscal year 2023 was determined to be 77% of Mr. Walter’s annual target bonus opportunity. Only the portion that was earned in excess of the amount determined and paid in August 2023 was paid in March 2024.

  19. Annual Performance-Based Cash Bonus

    | Named Executive Officer | Target Bonus Opportunity | Actual Bonus Earned | Actual Bonus Earned (as a % of Target) | | Olivier Pomel | $375,000 | $335,546 | 89% | | David Obstler | $375,000 | $335,546 | 89% | | Alexis Lê-Quôc | $375,000 | $335,546 | 89% | | Amit Agarwal | $375,000 | $335,546 | 89% | | Sean Walters | $400,000 | $308,729 | 77% |

  20. Annual Performance-Based Cash Bonus

    The amount of the bonus earned with respect to fiscal year 2023 for each named executive officer was determined in strict accordance with the terms of the applicable annual bonus program based on performance, with no use of upward discretion and no supplemental bonus paid to any named executive officer.

  21. Equity Awards

    Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to our Chief Executive Officer and our other executive officers by the compensation committee. As with other elements of compensation, the compensation committee determines the amount of long-term incentive compensation for our executive officers as part of its annual compensation review and after taking into consideration the individual officer’s responsibilities and performance, existing equity retention profiles, our total annual projected equity budget and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than the Chief Executive Officer, the compensation committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants as well as performance and impact, scope of role, retention goals and other circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and resulting target total direct compensation opportunities that the compensation committee believes are reasonable and appropriate taking into consideration the factors described herein. The target value of long-term equity incentive compensation was weighted 50% in the form of PSUs and 50% in the form of restricted stock unit (“RSU”) awards. Such awards are settled for shares of our Class A common stock upon satisfaction of vesting conditions. The RSUs are subject to service based vesting conditions and the PSUs are subject to performance and service based vesting conditions. Because these equity awards are subject to a multi-year vesting requirement, they serve our retention objectives since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. In addition, since the value of these awards fluctuates with any changes in the value of the underlying shares, they serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In particular, the PSUs are specifically designed to motivate our executive officers to achieve pre-established, company-wide performance targets set by the compensation committee and to reward them for the results and achievements in a given year. We believe this further aligns interests with our stockholders in driving long-term company performance and growth in value. Together, RSUs and PSUs are important tools to motivate and retain our named executive officers, since the value of the awards is delivered to our executive officers over four-year periods, subject to their continued service. 2023 Equity Awards In April 2023, our named executive officers received RSU and PSU allocations based on the compensation committee’s review of the competitive market data for their respective positions, the size and vesting schedule of the equity awards previously granted to them, each executive’s overall responsibility for our performance and success as well as the factors described in “Factors Used in Determining Executive Compensation” above. The following table sets forth the equity awards granted to our named executive officers on April 25, 2023 pursuant to the annual compensation review described above:

  22. Equity Awards

    | Named Executive Officer | Time-Based RSUs (#)(1) | Target PSUs (#)(1) | Total Fair Value at Grant Date(2) | | Olivier Pomel | 87,007 | 87,007 | $10,908,938 | | David Obstler | 65,255 | 65,255 | $8,181,672 | | Alexis Lê-Quôc | 87,007 | 87,007 | $10,908,938 | | Amit Agarwal | 87,007 | 87,007 | $10,908,938 | | Sean Walters | 61,630 | 61,630 | $7,727,169 |

  23. Equity Awards

    (1)The RSUs are subject to service based vesting conditions and the PSUs are subject to performance and service based vesting conditions. The shares underlying the RSUs and earned PSUs vest as to one-quarter of the shares on March 1, 2024 and the remainder of the shares vest in 12 equal installments on each June 1, September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (2)Amounts reported represent the aggregate grant date fair value of RSUs and PSUs (with respect to the PSU awards, assuming target performance is achieved) granted to our executive officers under our 2019 Equity Incentive Plan (the “2019 Plan”), computed in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”), excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the executive officer. PSU Award Design The compensation committee approved the terms of the PSUs including the performance metrics in March 2023. The PSUs vest based on the satisfaction of both a four-year service based vesting condition and a one-year performance condition. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our board of directors and finalized in the first quarter of fiscal year 2023. For 2023, the compensation committee determined that the performance goals for our named executive officers would be based on the growth of annual revenue and also subject to the achievement of a target amount of non-GAAP operating income. Our named executive officers would only be eligible to vest in the PSU award if fiscal year 2023 revenue is at least 92% of the performance target and the target amount of non-GAAP operating income is achieved. When revenue exceeds the performance target (which would, in the compensation committee’s view, require extraordinary efforts), accelerators are triggered in order to reward the higher than targeted performance. The compensation committee intended the performance goals for our named executives officers to be challenging to attain based on analysis of external market factors and internal forecasts. For example, our fiscal 2023 revenue target reflected a revenue growth rate of 28% year-over-year. In addition, the number of PSUs that may be earned is subject to a cap of 200% of the target number of PSUs. We believe the cap manages potential incentive compensation costs and avoids incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for our named executive officers. For the year ended December 31, 2023, revenue was $2.13 billion, an increase of 27% year-over-year. Based on our actual performance, the compensation committee determined that the non-GAAP operating income target was met and the revenue performance target was achieved at 99% of target, and as a result 92% of each named executive officer’s target PSU award was earned.

  24. Equity Awards

    | | Target | Actual | Achievement | Achievement | PSUs Earned | | | (in thousands) | | (as a % of Target) | (as a % of fiscal 2022 Revenue) | (as a % of Target) | | Revenue | $2,141,661 | $2,128,359 | 99% | 127% | 92% |

  25. Equity Awards

    The following table sets forth the PSU awards earned by our named executive officers upon certification by the compensation committee on February 27, 2024. The number of PSUs earned was determined in strict accordance with the terms of PSU award based on performance, with no exercise of discretion.

  26. Equity Awards

    | Named Executive Officer | PSUs Earned (#)(1) | | Olivier Pomel | 80,252 | | David Obstler | 60,189 | | Alexis Lê-Quôc | 80,252 | | Amit Agarwal | 80,252 | | Sean Walters | 56,846 |

  27. Equity Awards

    (1)The PSUs are subject to performance and service based vesting conditions.

  28. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We have entered into an executive severance agreement with each of our named executive officers. The agreements provide that upon a termination by us without “cause” or by the executive due to “good reason” (each as defined in the agreement), the executive will receive a lump sum payment equal to the sum of six months of base salary and 50% of the executive’s target bonus, as well as continued payment of premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for six months (or, if earlier, until the date that the executive is eligible for substantially equivalent coverage under a subsequent employer’s plan). If such termination of employment occurs within three months prior to, or 12 months following, a “change in control” (as defined in the agreement), the executive will instead receive a lump sum payment equal to the sum of 12 months of base salary and 100% of the executive’s target bonus, as well as continued payment of COBRA premiums for 12 months (or, if earlier, when the executive is eligible for substantially equivalent coverage under a subsequent employer’s plan), and will also receive 100% vesting of equity awards, excluding awards that vest based upon the satisfaction of performance criteria. The terms of the applicable award agreement govern the treatment of performance-based equity awards upon a change in control. Such agreement provides that upon a change in control PSUs that have been earned based upon the achievement of performance targets and certification by the compensation committee but remain subject to time-based vesting will be subject to the change in control provisions of the executive severance agreement. Awards granted prior to the completion of our initial public offering are subject to this acceleration only to the extent more favorable than the existing terms of such awards. Mr. Obstler’s executive severance agreement will apply only to the extent more favorable than the terms of his offer letter. Under Mr. Obstler’s offer letter, if he resigns for good reason or we terminate his employment other than for death, “cause” or “permanent disability” (each as defined in his offer letter), then Mr. Obstler will be eligible to receive the following severance benefits (less applicable tax withholdings): (1) six months of base salary paid in accordance with our regular payroll practices; (2) a prorated target bonus for the greater of the portion of the applicable calendar year during which he was employed or six months, payable pro rata over the six-month severance period; and (3) payment on his behalf of the premiums for him and his eligible dependents to continue coverage under our group health plan pursuant to COBRA for a period of up to six months following the date his employment terminates. As a condition to receiving the severance benefits above, Mr. Obstler must sign and not revoke a general release agreement in a form reasonably acceptable to us within the time period set forth in his offer letter.

  29. Summary Compensation Table

    Summary Compensation Table The following table shows, for the fiscal years ended 2023, 2022 and 2021, as applicable, compensation awarded to or paid to, or earned by, our named executive officers.

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Olivier Pomel | 2023 | $400,000 | $10,908,938 | $335,546 | $450 | $11,644,934 | | Chief Executive Officer and Co-Founder | 2022 | 395,833 | 10,248,721 | 306,873 | 297,815(4) | 11,249,243 | | | 2021 | 375,000 | 7,405,809 | 851,527 | 300 | 8,632,636 | | David Obstler | 2023 | 400,000 | 8,181,672 | 335,546 | 1,980 | 8,919,198 | | Chief Financial Officer | 2022 | 395,833 | 11,102,882 | 306,873 | 1,980 | 11,807,568 | | | 2021 | 375,000 | 5,289,926 | 851,527 | 1,980 | 6,518,433 | | Alexis Lê-Quôc | 2023 | 400,000 | 10,908,938 | 335,546 | 2,450 | 11,646,934 | | Chief Technology Officer and Co-Founder | 2022 | 395,833 | 8,540,641 | 306,873 | 299,815(4) | 9,543,163 | | | 2021 | 375,000 | 5,289,926 | 851,527 | 450 | 6,516,903 | | Amit Agarwal | 2023 | 400,000 | 10,908,938 | 335,546 | 144,315(4) | 11,788,799 | | President | 2022 | 395,833 | 8,540,641 | 306,873 | 2,450 | 9,245,797 | | | 2021 | 375,000 | 5,289,926 | 851,527 | 450 | 6,516,903 | | Sean Walters(5) | 2023 | 393,333 | 7,727,169 | 308,729 | 2,690 | 8,431,921 | | Chief Revenue Officer | 2022 | 360,000 | 15,447,727 | 256,990 | 2,690 | 16,067,407 |

  31. Summary Compensation Table

    - (1)Amounts reported represent the aggregate grant date fair value of PSUs, assuming target performance, and RSUs granted to our named executive officers under the 2019 Plan computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For accounting purposes, the grant date fair value of PSUs was calculated based on the probable outcome of the performance metric for fiscal 2023 as of the grant date. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the executive officer. The value of the PSUs granted in 2023, assuming that the highest tier of achievement of the company’s performance goals under the terms of the PSU awards is achieved or exceeded, is as follows for each of the named executive officers: Mr. Pomel, $10,908,938; Mr. Obstler, $8,181,672; Mr Lê-Quôc, $10,908,938; Mr. Agarwal, $10,908,938; and Mr. Walters, $7,727,169. (2)Amounts shown represent the executive officers’ total bonuses earned for each of the years presented, as applicable, based on the achievement of company performance goals as determined by the compensation committee. (3)Amounts shown include life insurance premiums paid by us on behalf of the executive officer, and amounts shown for 2023 and 2022 include matching contributions under our 401(k) Plan in the amount of $2,000. (4)Amounts shown include a one-time payment of filing fees and related legal fees of $297,366 on behalf of each of Mr. Pomel and Mr. Lê-Quôc, in 2022 and $141,865 on behalf of Mr. Agarwal in 2023 in order for these named executive officers to maintain their stock ownership in the Company in compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976. These one-time payments were not grossed up for taxes. (5)Mr. Walters was appointed Chief Revenue Officer in January 2022, and was not among the Company’s executive officers in 2021.

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2023.

  33. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Olivier Pomel | — | $150,000 | $375,000 | $750,000 | — | — | — | — | $— | | | 4/25/2023 | — | — | — | 21,752 | 87,007 | 174,014 | —(4) | 5,454,469 | | | 4/25/2023 | — | — | — | — | — | — | 87,007(4) | 5,454,469 | | David Obstler | — | 150,000 | 375,000 | 750,000 | — | — | — | — | — | | | 4/25/2023 | — | — | — | 16,314 | 65,255 | 130,510 | —(4) | 4,090,836 | | | 4/25/2023 | — | — | — | — | — | — | 65,255(4) | 4,090,836 | | Alexis Lê-Quôc | — | 150,000 | 375,000 | 750,000 | — | — | — | — | — | | | 4/25/2023 | — | — | — | 21,752 | 87,007 | 174,014 | —(4) | 5,454,469 | | | 4/25/2023 | — | — | — | — | — | — | 87,007(4) | 5,454,469 | | Amit Agarwal | — | 150,000 | 375,000 | 750,000 | — | — | — | — | — | | | 4/25/2023 | — | — | — | 21,752 | 87,007 | 174,014 | —(4) | 5,454,469 | | | 4/25/2023 | — | — | — | — | — | — | 87,007(4) | 5,454,469 | | Sean Walters | — | — | 400,000 | — | — | — | — | — | — | | | 4/25/2023 | — | — | — | 15,408 | 61,630 | 123,260 | —(4) | 3,863,585 | | | 4/25/2023 | — | — | — | — | — | — | 61,630(4) | 3,863,585 |

  34. Grants of Plan-Based Awards

    (1)Represents the cash bonus amounts each named executive officer is eligible to receive under our non-equity incentive plan based on the company’s attainment of a specified amount of net new ARR and non-GAAP operating income. The amounts shown in the “Threshold” column represent a bonus payout if our net new ARR attainment is at least 80% of the net new ARR performance target provided the minimum non-GAAP operating income performance metric is met. If net new ARR attainment is below 80% of the target or the minimum non-GAAP operating income performance metric is not met, no cash bonus will be paid. The amounts shown in the “Max” column represent the maximum bonus payout if the highest tier of net new ARR performance and non-GAAP operating income under the bonus plan is achieved or exceeded , and reflects a cap equal to 200% of the amounts shown under the Target column. For Mr. Walters, these amounts represent cash bonus opportunities for which he is eligible under a plan aligned with the cash bonus plans applicable to the global sales team. Such amounts do not represent actual compensation earned by our named executive officers for the year ended December 31, 2023. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. (2)Represents the number of Class A common shares subject to PSUs granted to our named executive officers, which are earned based on the Company’s achievement of a specified amount of revenue and non-GAAP operating income. The amounts shown in the “Threshold” column represent the number of PSUs earned if the minimum revenue performance metric is achieved provided the target non-GAAP operating income performance is met, and reflects 25% of the amounts shown under the Target column. The amounts shown in the “Max” column represent the maximum number of PSUs earned if the highest tier of revenue performance under the terms of the PSU awards is achieved or exceeded provided the target non-GAAP operating income performance metric is met, and reflects cap of 200% of the amounts shown under the Target column. In February 2024, the compensation committee certified the actual number of PSU awards earned by our named executive officers. (3)Amounts reported represent the aggregate grant date fair value of RSUs and target PSUs granted to our executive officers under our 2019 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For accounting purposes, the grant date fair value of PSUs was calculated based on the probable outcome of the performance metric for fiscal 2023 as of the grant date. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the executive officer. (4)The shares underlying the RSUs and earned PSUs vest as to one-quarter of the shares on March 1, 2024 and the remainder of the shares in 12 equal quarterly installment on each June 1, September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. .

  35. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.

  36. Outstanding Equity Awards as of December 31, 2023

    | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares of Units of Stock that have not Vested ($)(2) | | Olivier Pomel | 10/27/2015 | 2,704,320 | — | 0.31 | 10/26/2025 | — | — | | | 10/25/2017 | 1,296,000 | — | 0.91 | 10/24/2027 | — | — | | | 07/19/2019 | 1,500,000 | — | 10.74 | 07/18/2029 | — | — | | | 05/08/2020 | — | — | — | — | 20,453(3) | 2,482,585 | | | 04/08/2021 | — | — | — | — | 34,946(4) | 4,241,745 | | | 04/27/2022 | — | — | — | — | 28,844(5) | 3,501,085 | | | 04/27/2022 | — | — | — | — | 23,934(6) | 2,905,109 | | | 04/25/2023 | — | — | — | — | 80,252(7) | 9,740,988 | | | 04/25/2023 | — | — | — | — | 87,007(8) | 10,560,910 | | David Obstler | 09/06/2018 | 307,500 | — | 1.55 | 09/05/2028 | — | — | | | 05/08/2020 | — | — | — | — | 14,658(3) | 1,779,188 | | | 04/08/2021 | — | — | — | — | 24,962(4) | 3,029,888 | | | 04/27/2022 | — | — | — | — | 31,248(5) | 3,792,882 | | | 04/27/2022 | — | — | — | — | 25,929(6) | 3,147,262 | | | 04/25/2023 | — | — | — | — | 60,189(7) | 7,305,741 | | | 04/25/2023 | — | — | — | — | 65,255(8) | 7,920,652 | | Alexis Lê-Quôc | 10/27/2015 | 2,704,320 | — | 0.31 | 10/26/2025 | — | — | | | 10/25/2017 | 1,188,000 | — | 0.91 | 10/24/2027 | — | — | | | 07/19/2019 | 862,500 | — | 10.74 | 07/18/2029 | — | — | | | 05/08/2020 | — | — | — | — | 14,658(3) | 1,779,188 | | | 04/08/2021 | — | — | — | — | 24,962(4) | 3,029,888 | | | 04/27/2022 | — | — | — | — | 24,036(5) | 2,917,490 | | | 04/27/2022 | — | — | — | — | 19,944(6) | 2,420,803 | | | 04/25/2023 | — | — | — | — | 80,252(7) | 9,740,988 | | | 04/25/2023 | — | — | — | — | 87,007(8) | 10,560,910 | | Amit Agarwal | 05/08/2020 | — | — | — | — | 9,781(9) | 1,187,218 | | | 04/08/2021 | — | — | — | — | 24,962(4) | 3,029,888 | | | 04/27/2022 | — | — | — | — | 24,036(5) | 2,917,490 | | | 04/27/2022 | — | — | — | — | 19,944(6) | 2,420,803 | | | 04/25/2023 | — | — | — | — | 80,252(7) | 9,740,988 | | | 04/25/2023 | — | — | — | — | 87,007(8) | 10,560,910 | | Sean Walters | 04/12/2020 | — | — | — | — | 3,750(3) | 455,175 | | | 02/25/2021 | — | — | — | — | 4,641(10) | 563,325 | | | 07/27/2021 | — | — | — | — | 7,354(11) | 892,629 | | | 02/24/2022 | — | — | — | — | 46,558(12) | 5,651,210 | | | 04/27/2022 | — | — | — | — | 9,617(5) | 1,167,311 | | | 04/25/2023 | — | — | — | — | 56,846(7) | 6,899,967 | | | 04/25/2023 | — | — | — | — | 61,630(8) | 7,480,649 |

  37. Outstanding Equity Awards as of December 31, 2023

    (1)All options granted prior to our initial public offering were granted pursuant to the 2012 Plan and are for shares of Class B common stock. All RSUs and PSUs were granted under the 2019 Plan and are for shares of Class A common stock. (2)Market value is calculated based on the closing price of our Class A common stock on December 29, 2023, which was $121.38, as reported on Nasdaq. (3)The shares underlying the RSUs vest as follows: 10% of the shares underlying the RSUs vest in four equal quarterly installments beginning on June 1, 2021 and on September 1, December 1 and March 1 thereafter; 40% of the shares underlying the RSUs vest in four equal quarterly installments beginning on June 1, 2022 and on September 1, December 1 and March 1 thereafter; and 50% of the shares underlying the RSUs vest in four equal quarterly installments beginning on June 1, 2023 and on September 1, December 1 and March 1 thereafter, in each case subject to the named executive officer’s continuous service through each such vesting date. (4)The shares underlying the RSUs vest in 12 equal quarterly installments beginning on June 1, 2022 and on each September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (5)The amounts reported reflect PSUs that were earned in a prior period but remain subject to service based vesting conditions. Such PSUs vest as to 25% of the shares on March 1, 2023 and the remainder of the shares vest in 12 equal installments on each June 1, September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (6)The shares underlying the RSUs vest as to 25% of the shares on March 1, 2023 and the remainder of the shares vest in 12 equal installments on each June 1, September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (7)The amounts reported reflect PSUs that were earned as a result of achievement of performance criteria in 2023 and certification by the compensation committee on February 27, 2024. The earned PSUs remain subject to service based vesting conditions and vest as to 25% of the shares on March 1, 2024 and the remainder of the shares vest in 12 equal installments on each June 1, September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (8)The shares underlying the RSUs vest as to 25% of the shares on March 1, 2024 and the remainder of the shares vest in 12 equal installments on each June 1, September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (9)The shares underlying the RSUs vest in 12 equal quarterly installments beginning on June 1, 2021, and on each September 1, December 1 and March 1 thereafter, subject to the named executive officer’s continuous service with us through each such vesting date. (10)The shares underlying the RSUs vest in 12 equal quarterly installments beginning on March 1, 2022 and on each June 1, September 1 and December 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (11)The shares underlying the RSUs vest in 12 equal quarterly installments beginning on September 1, 2022 and on each September 1, December 1 and March 1 thereafter, subject to the named executive officer remaining in continuous service with us through each such vesting date. (12)The shares underlying the RSUs vested as to 13/48 of the shares on March 1, 2023, and 3/48 of the shares underlying the RSU vesting in 11 quarterly installments thereafter followed by 2/48 of the shares underlying the RSU vesting in the 12th and last quarterly installment, in each case, on each March 1, June 1, September 1 and December 1, subject to the named executive officer remaining in continuous service with us through each such vesting date.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows sets forth certain information regarding any option exercises and stock vested during the fiscal year ended December 31, 2023 with respect to our named executive officers.

  39. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Olivier Pomel | 1,802,880 | $161,394,509 | 146,715 | $13,889,218 | | David Obstler | 250,000 | 24,664,382 | 120,130 | 11,263,840 | | Alexis Lê-Quôc | 1,697,980 | 157,513,175 | 109,871 | 10,366,570 | | Amit Agarwal | 1,440,000 | 118,704,082 | 93,258 | 8,698,050 | | Sean Walters | — | — | 70,652 | 6,391,739 |

  40. Option Exercises and Stock Vested

    (1)The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. (2)The value realized on vesting is determined by multiplying the number of vested restricted stock units by the closing price of our Class A common stock on the vesting date.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described in the section titled, “Other Features of Our Executive Compensation Program—Executive Severance Agreements,” assuming their employment was terminated as of December 29, 2023, including in connection with a change in control as of December 29, 2023.

  42. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards(1) ($) | Continuation of Insurance Coverage ($) | Total ($) | | Olivier Pomel | Termination without Cause or with Good Reason | $200,000 | $187,500 | $— | $14,505 | $402,005 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 400,000 | 375,000 | 23,691,434 | 29,010 | 24,495,444 | | David Obstler | Termination without Cause or with Good Reason | 200,000 | 375,000 | — | 14,694 | 589,694 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 400,000 | 375,000 | 19,669,872 | 29,389 | 20,474,261 | | Alexis Lê-Quôc | Termination without Cause or with Good Reason | 200,000 | 187,500 | — | 10,788 | 398,288 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 400,000 | 375,000 | 20,708,278 | 21,576 | 21,504,854 | | Amit Agarwal | Termination without Cause or with Good Reason | 200,000 | 187,500 | — | 10,788 | 398,288 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 400,000 | 375,000 | 20,116,307 | 21,576 | 20,912,883 | | Sean Walters | Termination without Cause or with Good Reason | 200,000 | 200,000 | — | 14,694 | 414,694 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 400,000 | 400,000 | 16,210,299 | 29,389 | 17,039,688 |

  43. Potential Payments Upon Termination or Change in Control

    (1)The value of accelerated vesting of unvested RSUs and PSUs for which performance targets have been achieved and certified by the compensation committee is based upon the closing price of our Class A Common Stock on December 29, 2023, as reported on Nasdaq, multiplied by the number of unvested RSUs and PSUs. Amounts related to PSUs for which performance targets have been achieved, but remain subject to certification by the compensation committee as of December 29, 2023 are excluded. See “2023 Executive Compensation Program— Equity Awards” and “Other Features of Our Executive Compensation Program—Severance and Change in Control Benefits” for the vesting and acceleration condition applicable to these awards. (2)Represents change in control severance benefits based on a double-trigger arrangement, which assumes the executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the executive officer’s executive severance agreements) in connection with, or within three months prior to or 12 months following, a change of control of Datadog.

  44. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our Chief Executive Officer and our other named executive officers and certain aspects of our financial performance. Compensation actually paid was calculated for purposes of this disclosure in accordance with the applicable SEC rules and does not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer or our other named executive officers during the applicable years. The compensation committee does not use compensation actually paid as a basis for making compensation decisions. For information concerning how and why our compensation committee arrived at specific compensation decisions for 2023, please refer to “Executive Compensation – Compensation Discussion and Analysis.”

  45. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for non-CEO NEOs ($)(3) | Average Compensation Actually Paid to non-CEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss)($ Millions)(7) | Revenue ($ Millions)(8) | | Year | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2023 | $11,644,934 | $33,077,635 | $10,196,713 | $25,279,012 | 321 | 221 | $48.57 | $2,128 | | 2022 | 11,249,243 | (85,747,704) | 11,665,984 | (32,708,200) | 195 | 133 | (50.16) | 1,675 | | 2021 | 8,632,636 | 107,014,429 | 10,849,308 | 60,711,468 | 471 | 207 | (20.75) | 1,029 | | 2020 | 9,058,196 | 118,923,611 | 6,908,339 | 78,916,653 | 261 | 150 | (24.55) | 603 |

  46. PAY VERSUS PERFORMANCE

    (1)Represents the total compensation reported for Mr. Pomel for each applicable year in the “Summary Compensation Table”. (2)The following adjustments were made to Mr. Pomel’s total compensation for each applicable year to determine the compensation actually paid:

  47. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO ($) | Less: Summary Compensation Table Stock Awards and Option Awards ($) | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year ($) | Plus (or less): Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | Plus (or less): Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year ($) | Compensation Actually Paid to CEO ($) | | 2023 | $11,644,934 | $10,908,938 | $20,302,262 | $5,179,515 | $6,859,862 | $33,077,635 | | 2022 | 11,249,243 | 10,248,721 | 6,895,767 | (51,079,647) | (42,564,346) | (85,747,704) | | 2021 | 8,632,636 | 7,405,809 | 14,934,880 | 77,786,712 | 13,066,010 | 107,014,429 | | 2020 | 9,058,196 | 8,464,114 | 16,106,851 | 82,266,680 | 19,955,997 | 118,923,611 |

  48. PAY VERSUS PERFORMANCE

    In the table above, grant date fair values are computed in accordance with ASC Topic 718. Stock option grant date fair values reflected in the Summary Compensation Table were estimated using the Black-Scholes option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date, which may be either year end or as of each date of vesting, using the stock price and updated assumptions as of the measurement date. Assumptions include expected term, stock price volatility, dividend yield and risk free interest rates. PSU grant date fair values reflected in the Summary Compensation Table were calculated using the stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and the probable outcome of the performance metric as of each measurement date, which may be either year end or as of each date of vesting. RSU grant date fair values reflected in the Summary Compensation Table were calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of each measurement date, which may be either year end or as of each date of vesting. The assumptions used in calculating the grant date fair value of the stock options, RSUs and PSUs are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for each applicable year. (3)Represents the average of the total compensation reported for our named executive officers as a group (excluding Mr. Pomel) for each applicable year in the Summary Compensation Table. The names of each named executive officer included for each applicable year are as follows: (i) 2023 and 2022, Mr. Obstler, Mr. Lê-Quôc, Mr. Agarwal, and Mr. Walters; (ii) 2021, Mr. Obstler, Mr. Lê-Quôc, Mr. Agarwal and Mr. Blitzer; and (iii) 2020, Mr. Obstler, Mr. Lê-Quôc, Mr. Agarwal, and Dan Fougere. (4)The following adjustments were made to the average amount of total compensation for each applicable year to determine the average compensation actually paid to our named executive officers as a group (excluding Mr. Pomel), calculated using the same methodology and assumptions as described in footnote 2:

  49. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for non-CEO NEOs ($) | Less: Average Summary Compensation Table Stock Awards and Option Awards ($) | Plus: Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year ($) | Plus (or less): Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years ($) | Plus (or less): Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year ($) | Average Compensation Actually Paid to non-CEO NEOs ($) | | 2023 | $10,196,713 | $9,431,679 | $17,553,156 | $3,962,549 | $2,998,273 | $25,279,012 | | 2022 | 11,665,984 | 10,907,973 | 6,634,204 | (19,139,785) | (20,960,631) | (32,708,200) | | 2021 | 10,849,308 | 9,730,396 | 17,819,549 | 34,645,561 | 7,127,446 | 60,711,468 | | 2020 | 6,908,339 | 6,312,831 | 12,013,052 | 44,483,827 | 21,824,267 | 78,916,653 |

  50. PAY VERSUS PERFORMANCE

    (5)Represents the cumulative total shareholder return of our Class A common stock for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. (6)Represents the weighted cumulative total shareholder return of the Nasdaq Computer Index for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. (7)Represents the net income (loss) reported in our consolidated income statements in our Annual Report on Form 10-K for each applicable year. (8)Represents the revenue reported in our consolidated income statements in our Annual Report on Form 10-K for each applicable year.

  51. Relationship between Compensation Actually Paid and Datadog and Peer Group TSR

    Relationship between Compensation Actually Paid and Datadog and Peer Group TSR The following chart shows the relationships between compensation actually paid to Mr. Pomel and the average compensation actually paid to our other named executive officers as a group and the cumulative total shareholder return of our Class A common stock and the Nasdaq Computer Index for each covered fiscal year.

  52. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart shows the relationship between compensation actually paid to Mr. Pomel and the average compensation actually paid to our other named executive officers as a group and our reported net income (loss) for each covered fiscal year. We do not currently use net income (loss) as a financial performance measure in our executive compensation program.

  53. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The following chart shows the relationship between compensation actually paid to Mr. Pomel and the average compensation actually paid to our other named executive officers as a group and our reported revenue for each covered fiscal year. The growth of annual revenue is a significant performance target in the design of our PSU awards granted in 2023 and 2022 and impacts the number of shares underlying those awards that are earned. While PSU awards comprised 50% of the target value of the long-term equity compensation granted to our named executive officers in 2022, compensation actually paid decreased sharply in 2022 as the price of the shares of our Class A common stock decreased during this period. Compensation actually paid, as calculated in accordance with the applicable SEC rules, includes adjusted values to unvested and vested equity awards granted in both prior and the covered fiscal years and generally fluctuates due to our stock price. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  54. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (except our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For fiscal 2022, we identified our median compensated employee from all full-time and part-time employees who were included as employees on our payroll records as of a determination date of November 30, 2022. We did not include any contractors or other non-employee workers in our employee population. We used a consistently applied compensation measure consisting of annual base salary, annual bonus or commission targets, and the grant date value of equity awards granted during fiscal year 2022. We annualized base salary, target annual bonus and commission for any full-time and part-time employees who commenced work during fiscal 2022 to reflect a full year, and non-United States employees’ pay was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date. There have been no significant changes to our employee population or employee compensation arrangements during fiscal 2023 that we reasonably believe would result in a significant change to our pay ratio disclosure. In accordance with SEC rules, we did not, however, use the same median employee for 2023 as we did for 2022, because the employee identified for 2022 had a material increase in total compensation in 2023. The median employee we selected for 2023 had substantially similar compensation in 2022 to the median employee identified for fiscal 2022 using our consistently applied compensation measure. The fiscal year 2023 annual total compensation as determined under Item 402 of Regulation S-K for our Chief Executive Officer was $11,644,934, as reported in the Summary Compensation Table. The annual total compensation as determined under Item 402 of Regulation S-K of our median employee for fiscal 2023 was $227,941. The ratio of our Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all our employees for fiscal year 2023 is 51 to 1.

  55. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the year ended December 31, 2023:

  56. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | | Titi Cole | $51,181 | $249,940 | $301,122 | | Michael Callahan | 65,867 | 249,940 | 315,807 | | Dev Ittycheria | 71,552 | 249,940 | 321,492 | | Matthew Jacobson(3) | — | — | — | | Julie Richardson | 68,367 | 249,940 | 318,307 | | Shardul Shah(3) | — | — | — |

  57. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Amounts reported represent the aggregate grant date fair value of RSUs granted to our directors during 2023 under our 2019 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the non-employee director. (2)As of December 31, 2023, the aggregate number of shares underlying outstanding options and restricted stock unit awards held by each of our non-employee directors was as follows:

  58. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | Number of RSUs | | Titi Cole | — | 6,236 | | Michael Callahan | 5,182 | 2,603 | | Dev Ittycheria | 240,000 | 2,603 | | Matthew Jacobson | — | — | | Julie Richardson | 28,128 | 2,603 | | Shardul Shah | — | — |

  59. NON-EMPLOYEE DIRECTOR COMPENSATION

    (3)Mr. Jacobson and Mr. Shah have waived any compensation payable under our non-employee director compensation policy described below. Each of Mr. Pomel, our co-founder and Chief Executive Officer, and Mr. Lê-Quôc, our co-founder and Chief Technology Officer, is also a member of our board of directors but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by these executive officers.

  60. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our Amended and Restated Non-Employee Director Compensation Policy, each of our non-employee directors is eligible to receive compensation for service on our board of directors and committees of our board of directors as set forth below. In May 2023, the compensation committee reviewed a comprehensive assessment of our non-employee director compensation program prepared by Compensia, which included a survey of competitive peer group market data. Following this review, the compensation committee approved changes to the non-employee director compensation program in order to ensure ongoing competitiveness. The non-employee director compensation policy as amended and restated on May 9, 2023, is set forth below. Because the compensation committee increased cash compensation during the year and cash compensation is paid in quarterly installments, the increase was applied on a pro-rata basis to the three quarterly installments in 2023.