Dev Ittycheria
DatadogAbout Dev Ittycheria
Dev Ittycheria, age 58, has served on Datadog’s board since February 2014 and is the current Lead Independent Director. He is President & CEO of MongoDB, Inc. and a member of its board since September 2014; he holds a B.S. in Electrical Engineering from Rutgers University. His biography emphasizes experience building and leading high‑growth software businesses and prior public company board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BladeLogic, Inc. | Co‑founder and Chief Executive Officer | Prior to Feb 2010 (acq. by BMC) | Built and led high‑growth enterprise software company |
| BMC Software, Inc. | President – Enterprise Management | Apr 2008 – Feb 2010 | Post‑acquisition leadership of enterprise management segment |
| Greylock Partners | Venture Partner | Feb 2012 – Jun 2013 | Early‑stage/VC operating perspective |
| OpenView Venture Partners | Managing Director | Oct 2013 – Sep 2014 | Growth VC leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MongoDB, Inc. | President & CEO; Director | Since Sep 2014 | Current public company executive & director |
| athenahealth, Inc. | Director | Jun 2010 – Feb 2019 | Prior public board |
| Bazaarvoice, Inc. | Director | Jan 2010 – Aug 2014 | Prior public board |
| AppDynamics, Inc. | Director | Mar 2011 – Mar 2017 | Acquired by Cisco in Mar 2017 |
| Altimeter Growth Corporation | Director | Sep 2020 – Dec 2021 | SPAC board |
Board Governance
- Independence: Board affirmatively determined Ittycheria is independent under Nasdaq listing standards; no material or disqualifying relationship with Datadog was found .
- Lead Independent Director: Responsibilities include agenda planning with CEO, moderating executive sessions, presiding when chair absent, acting as liaison to CEO, and convening independent director meetings; role designed to enhance board effectiveness and management accountability .
- Classification/Term: Class I director with term expiring at the 2026 annual meeting .
- Committee Memberships (2024): Compensation Committee member (chair: Michael Callahan) and Nominating & Corporate Governance Committee member (chair: Matthew Jacobson). The Audit Committee was chaired by Julie Richardson .
- Attendance: Board met five times in FY2024; each director attended at least 75% of aggregate board and committee meetings; four directors attended the 2024 annual meeting .
| Committee | Ittycheria Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | No | Julie Richardson | 4 |
| Compensation | Member | Michael Callahan | 4 |
| Nominating & Corporate Governance | Member | Matthew Jacobson | 2 |
Fixed Compensation
| Cash Component (Policy) | Amount (USD) | Notes |
|---|---|---|
| Non‑employee director annual retainer | $50,000 | Standard director cash retainer |
| Lead Independent Director retainer (in lieu of $50k) | $74,000 | Applies to Ittycheria as LID |
| Audit Committee chair / member | $25,000 / $12,500 | Annual cash; paid quarterly in arrears |
| Compensation Committee chair / member | $20,000 / $10,000 | Annual cash; paid quarterly in arrears |
| Nominating & Corporate Governance chair / member | $12,000 / $6,000 | Annual cash; paid quarterly in arrears |
| Dev Ittycheria – FY2024 Director Pay (Actual) | Amount (USD) | Basis |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | $74,000 Lead Independent Director retainer + $10,000 Compensation Committee member + $6,000 Nominating & Corporate Governance member |
| Stock Awards (RSUs; grant‑date fair value) | $249,906 | Annual RSU grant under 2019 Plan (ASC 718 valuation) |
| Total | $339,906 | Majority of pay delivered in equity |
Performance Compensation
| Equity Program Element | Term/Value | Vesting & Conditions |
|---|---|---|
| Annual RSU grant | $250,000 | Vests on earlier of 1‑year anniversary or next annual meeting, subject to continuous service |
| Initial RSU grant (new directors) | $400,000 | Vests in 3 equal annual installments over 3 years, subject to service |
| Retainer grant (elect cash‑to‑RSU) | Variable (converts cash) | Fully vested on grant date; shares = cash ÷ closing price, rounded down |
| Change‑in‑control acceleration | Full vesting | All outstanding director equity awards become fully vested upon change in control, subject to service through closing (single‑trigger acceleration) |
| Dev Ittycheria – Outstanding Equity as of 12/31/2024 | Quantity | Notes |
|---|---|---|
| RSUs | 2,262 | Outstanding under 2019 Plan |
| Stock Options | 240,000 | Also counted as options exercisable within 60 days in beneficial ownership footnote |
No director‑level performance metrics (e.g., revenue/EBITDA/TSR hurdles) are disclosed for non‑employee director equity; awards are time‑based under the director policy .
Other Directorships & Interlocks
| Company | Relationship to Datadog | Interlock/Conflict Notes |
|---|---|---|
| MongoDB, Inc. (MDB) | CEO & Director | Board independence affirmed; Related‑party transaction section does not disclose any MongoDB or Ittycheria‑related transactions; company policy requires approval/review for any related‑person transactions >$120,000 . |
| Prior boards: athenahealth; Bazaarvoice; AppDynamics; Altimeter Growth Corp | Former director roles | No interlocks disclosed with Datadog’s executive officers/comp committee; interlocks section states none . |
Expertise & Qualifications
- High‑growth software leadership (CEO at MongoDB; prior CEO/co‑founder at BladeLogic; executive at BMC Software) .
- Venture investing and board experience (Greylock, OpenView; multiple public/private boards) .
- Technical foundation (B.S. Electrical Engineering, Rutgers University) .
- Lead Independent Director capabilities and responsibilities designed to strengthen oversight and independent board processes .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Dev Ittycheria (beneficial ownership as of 3/15/2025) | 125,766 | 240,000 | Footnote detail: 34,867 Class A held directly; 90,899 Class A held by LIDI 11 21 LLC; 240,000 Class B shares issuable upon exercise of options within 60 days . |
| Beneficial Ownership % | <1% (Class A) | <1% (Class B) | Overall voting power impact is immaterial relative to dual‑class structure . |
- Insider Trading Policy prohibits hedging, derivative transactions, short sales, margin purchases/holding, and pledging company shares for all directors and officers .
Governance Assessment
- Board effectiveness: Ittycheria’s Lead Independent Director role, independence status, and dual committee memberships (Compensation; Nominating & Corporate Governance) support robust oversight and independent challenge of management .
- Engagement: FY2024 attendance met or exceeded the 75% threshold across board and committees; board held five meetings; committee cadence was regular (Audit 4; Compensation 4; Nominating 2) .
- Pay alignment: Majority of director pay delivered via equity (annual RSU ~$250k vs. cash fees $90k in 2024), aligning interests with shareholders; director equity accelerates at change‑in‑control (single‑trigger), which is common but increases sensitivity to transaction outcomes .
- Conflicts/related parties: Independence affirmed; no specific related‑party transactions involving Ittycheria are disclosed; company policy requires audit committee/board review of related‑person transactions >$120k . Compensation committee interlocks: none .
- Shareholder feedback signal: 2024 Say‑on‑Pay (executives) passed with 408,515,550 for vs. 22,982,452 against; while director pay is separate, strong support suggests compensation governance credibility with investors .
- Risk controls: Insider policy prohibits hedging/pledging; compensation committee maintains clawback consistent with SEC/Nasdaq rules (applies to incentive‑based comp for covered executives) .
RED FLAGS to monitor: single‑trigger director equity acceleration at change‑in‑control ; potential external time demands as a sitting public company CEO ; vigilance for any future Datadog–MongoDB business dealings requiring related‑party review (none disclosed for 2024/2025) .
Fixed Compensation (Policy and Actual Summary)
| Item | FY2024/Policy Detail |
|---|---|
| Non‑employee director cash retainer: $50,000; Lead Independent Director: $74,000 (replaces $50k) | |
| Committee cash fees: Audit ($25k chair/$12.5k member), Compensation ($20k chair/$10k member), Nominating ($12k chair/$6k member), paid quarterly | |
| Dev Ittycheria FY2024 cash fees: $90,000 (LID retainer + committee memberships) |
Performance Compensation (Director Equity Terms)
| Item | FY2024/Policy Detail |
|---|---|
| Annual RSU grant: $250,000; vests by next annual meeting or one‑year anniversary, subject to service | |
| Initial RSU grant for new directors: $400,000; vests over three years (annual tranches) | |
| Retainer election: Directors may convert cash fees to fully‑vested RSUs at grant | |
| Change‑in‑control: Outstanding director equity fully vests upon change‑in‑control (service through closing required) | |
| Dev Ittycheria FY2024 equity: $249,906 grant‑date fair value; 2,262 RSUs outstanding; 240,000 options outstanding |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| MongoDB, Inc. | President & CEO; Director | Active |
| athenahealth, Bazaarvoice, AppDynamics, Altimeter Growth Corp | Director | Prior service; not current |
| Compensation Committee Interlocks | None disclosed | None |
Expertise & Qualifications
- CEO experience at scale and enterprise software domain expertise (MongoDB; BladeLogic; BMC Software) .
- Board leadership and independent oversight (Lead Independent Director responsibilities) .
- Venture and capital markets perspective (Greylock; OpenView; multiple boards) .
- Technical education (B.S. Electrical Engineering, Rutgers) .
Equity Ownership
| Component | Detail |
|---|---|
| Beneficial holdings: 125,766 Class A shares; 240,000 Class B shares via options exercisable within 60 days | |
| Class A ownership %: <1%; Class B ownership %: <1% | |
| Holdings include LIDI 11 21 LLC (90,899 Class A) | |
| Pledging/hedging: Prohibited by company policy for directors/officers |
Governance Assessment
- Overall, Ittycheria meets independence standards, serves as Lead Independent Director, and participates on two key committees, with attendance and engagement disclosures supportive of board effectiveness. His compensation mix favors equity, reinforcing alignment; policies on hedging/pledging and clawbacks strengthen governance controls. No related‑party transactions are disclosed involving him, and no compensation committee interlocks are present—both positive for investor confidence .