Amit Agarwal

About Amit Agarwal

Amit Agarwal (age 51) is a Class II director of Datadog, appointed effective January 1, 2025, with his term expiring at the 2027 annual meeting. He is a Partner at ICONIQ Capital (since January 2025) and previously served at Datadog as President (Aug 2022–Dec 2024) and Chief Product Officer (Apr 2012–Aug 2022). He holds an MBA (York University) and an MS in Computer Science (Dalhousie University). Datadog’s board cites his product development and sales leadership experience and prior executive insight as qualifications for board service .

Past Roles

External Roles

Board Governance

• Classification and tenure: Class II director; term expires at 2027 annual meeting; joined Jan 1, 2025 .
• Committee assignments: Not named to any board committee at the time of appointment .
• Independence: The board determined Agarwal is not independent due to his current/former executive officer status (along with Pomel and Lê-Quôc). A majority of the board is independent (Cole, Richardson, Callahan, Ittycheria, Jacobson, Shah) .
• Board leadership: Dev Ittycheria serves as Lead Independent Director with responsibilities for agendas, executive sessions of independent directors, and liaison with the CEO .
• Meeting attendance: In FY2024, the board met five times; each director attended ≥75% of board and committee meetings. Agarwal joined in 2025 and is not included in FY2024 attendance disclosures .

Fixed Compensation

• Director pay status: Agarwal declined all compensation under the Non-Employee Director Compensation Policy, including equity compensation, upon appointment .
• Non-Employee Director Compensation Policy (for context):
  • Annual cash retainer: $50,000 (lead independent director: $74,000 in lieu of $50,000)
  • Audit Committee: Chair $25,000; member $12,500
  • Compensation Committee: Chair $20,000; member $10,000
  • Nominating & Corporate Governance Committee: Chair $12,000; member $6,000

Performance Compensation

• 2024 cash bonus (paid in 2025 for prior executive service): $348,089, approved in February 2025, determined using the same corporate performance metrics as the named executive officers (NEOs) for FY2024 .

• Equity vesting/forfeiture related to his exit from management:
  • RSUs held as of 12/31/2024: 123,513; 103,176 RSUs forfeited; 20,337 RSUs vested on March 1, 2025 .

• Clawback, change-in-control, and investor-friendly policies:
  • Clawback: Mandatory recoupment of erroneously received incentive compensation following an accounting restatement, covering the prior three fiscal years .
  • No single-trigger vesting acceleration upon change in control; no excise tax gross-ups; prohibition on hedging and pledging of Datadog stock for directors/officers/employees .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: MBA (York University), MS Computer Science (Dalhousie University) .
• Technical/industry experience: Senior product management at Quest Software; engineering at IBM; extensive product leadership at Datadog .
• Board qualifications: Product and sales leadership insights; deep knowledge of Datadog’s platform and go-to-market .

Equity Ownership

• Footnote breakdown for Agarwal’s beneficial ownership:
  • 82,324 Class A and 143,728 Class B held directly; 6,541 Class A and 603,459 Class B held by the Amit Agarwal 2019 Family Trust; 1,640 Class A and 1,056,725 Class B held by the Amit Agarwal 2018 Family Trust; 59,666 Class B held by spouse .
• Company-wide prohibitions on hedging/pledging apply to directors and officers .
• Section 16 compliance: Company reports all directors/executives complied with Section 16(a) filing requirements for FY2024 .

Governance Assessment

• Independence and conflicts: Agarwal is not independent due to his prior executive role; his ICONIQ affiliation overlaps with director Jacobson and ICONIQ fund holdings—creating a network interlock and potential influence channel. However, the board maintains a majority of independent directors and strong committee independence, which mitigates governance risk .
• Committee engagement: As of appointment, Agarwal was not assigned to any committee—limiting immediate influence on audit/compensation/nominating decisions; committee chairs are independent with clear charters and responsibilities .
• Alignment and incentives: He declined director compensation; his 2024 bonus was paid in line with strict, formulaic corporate metrics used for NEOs, and substantial RSU forfeiture upon transition suggests limited windfall risk. The company has robust clawback and anti-hedging/pledging policies; no single-trigger acceleration or excise tax gross-ups—favorable signals for pay discipline and investor alignment .
• Ownership and voting power: Agarwal holds significant Class B shares (10 votes/share), giving him 3.2% of total voting power—meaningful influence; investors should monitor voting outcomes and board dynamics, especially given ICONIQ ties .
• Shareholder feedback: Prior “say-on-pay” received ~95% approval, indicating broad support for compensation structure and governance practices; continued monitoring is warranted as board composition evolves .

RED FLAGS to monitor: network interlock via ICONIQ (Agarwal and Jacobson) alongside ICONIQ fund holdings; elevated voting influence from Class B ownership. Counterweights include independent committee leadership, anti-hedging/pledging policy, clawback, and majority-independent board .