David Obstler

About David Obstler

David Obstler (age 65) has served as an independent director of Braze since May 2021 and is the Chair of the Audit Committee, designated by the Board as an “audit committee financial expert.” He is currently Chief Financial Officer of Datadog (since November 2018) and holds an M.B.A. from Harvard Business School and a B.A. from Yale University .

Past Roles

External Roles

Board Governance

• Committee leadership and membership
  • Audit Committee Chair; Audit Committee Financial Expert designated by Board .
  • Committee compositions shifted in FY25 due to a director resignation and new appointment; Obstler remained Audit Chair throughout .
• Independence: Board determined Obstler is independent under Nasdaq rules; majority of Board is independent .
• Attendance: Board met 4 times in FY ended Jan 31, 2025; Audit met 5 times; each director attended ≥75% of aggregate Board/committee meetings .

Fixed Compensation

• Policy (non-employee director compensation)
  • Annual cash retainer: $30,000 .
  • Additional cash retainers: Audit member $10,000; Compensation member $7,000; Nominating member $4,000; Audit Chair $20,000; Compensation Chair $14,000; Nominating Chair $8,000 .
• Actual cash earned by Obstler
  • FY ended Jan 31, 2025: $50,000 .
  • FY ended Jan 31, 2024: $50,000 .

Performance Compensation

• Structure: RSUs only; time-based vesting (no director performance metrics). Annual grant value $175,000 at each annual meeting; initial director grant $225,000, vesting in 3 equal annual tranches .
• Change-in-control: Unvested director RSUs vest automatically immediately prior to a change in control (single-trigger for directors under the policy) .
• Options: Company disclosed no option-like awards granted in FY25; directors hold options only if from prior periods; Obstler held no options as of Jan 31, 2025 .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise; Audit Committee Financial Expert designation; extensive CFO tenure across multiple tech and data companies .
• Education: M.B.A., Harvard Business School; B.A., Yale University .
• Industry experience: Technology, software, governance/data services; earlier investment banking at top-tier firms .

Equity Ownership

• Stock ownership guidelines (adopted March 2025): Non-employee directors expected to hold shares equal to 5x annual Board cash retainer within 5 years; RSUs/PSUs/options do not count; compliance assessed annually .
• Policy prohibits hedging/short sales/derivatives and pledging, except limited pre-approved cases .

Note: We attempted to retrieve Form 4 insider transactions via the insider-trades skill, but access returned an authorization error; beneficial ownership above reflects proxy disclosures [ReadFile insider-trades SKILL.md; Bash error]. Primary alignment signals rely on share ownership and RSU holdings reported in DEF 14A .

Governance Assessment

• Positives

  • Strong audit oversight: Obstler chairs the Audit Committee, is designated as an Audit Committee Financial Expert, and the committee reviews internal controls, cybersecurity, and related-party transactions; it recommended inclusion of audited financials in the 10-K .
  • Independence affirmed: Board determined Obstler is independent under Nasdaq standards; majority of Board independent .
  • Engagement: Audit Committee met five times; Obstler’s committees active; directors met attendance thresholds (≥75%) .
  • Alignment policies: Stock ownership guidelines for directors and comprehensive insider trading/anti-hedging/anti-pledging policies .
  • Shareholder support context: 2024 say‑on‑pay passed with >98% approval, signaling confidence in compensation governance broadly .

• Risks and red flags

  • Related‑party vendor exposure: Obstler’s operating role at Datadog coincides with material vendor spend by Braze (~$3.5M in FY25; ~$1.2M in FY22); while independence was affirmed and transactions are subject to Audit Committee oversight, this is a sustained interlock that warrants monitoring for pricing/selection impartiality and recusal rigor .
  • Limited disclosed ownership versus guideline target: Obstler’s reported Class A holding (63,019 shares; <1% voting power) and RSUs may or may not meet the 5x-retainer guideline (RSUs excluded); compliance status is not disclosed and should be tracked over the guideline window .
  • No performance link in director equity: Annual RSUs are time‑based and single‑trigger vest on change‑in‑control for directors; while market‑standard, lack of performance conditions and single‑trigger vesting reduces pay‑for‑performance rigor for directors .

Director Compensation (Summary)

Compensation Policy Details (Directors)

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: >98% votes in favor, indicating strong investor support for the compensation framework overseen by the independent Compensation Committee .

Related Party Transactions & Policies

• Policy requires Board or Audit Committee approval for related‑person transactions exceeding $120,000; considers arm’s‑length terms and extent of interest .
• Audit Committee charter includes explicit responsibility for reviewing related‑party transactions .
• Insider trading policy prohibits hedging, derivatives trading, short selling, and pledging (except limited pre‑approved circumstances) .

Meeting Results (Context)

• 2025 Annual Meeting outcomes: Director elections and say‑on‑pay passed; auditor ratification passed—indicates stable shareholder sentiment (see Form 8‑K Item 5.07) .