Julie Richardson

About Julie Richardson

Julie G. Richardson (age 62) is an independent director of Datadog and Class III nominee for re‑election in 2025; she has served on the board since May 2019 and is designated the Audit Committee Chair and “audit committee financial expert” under SEC rules, with a B.B.A. from the University of Wisconsin–Madison . Her background spans senior private equity leadership at Providence Equity and top-tier investment banking roles at J.P. Morgan (Global Head, TMT) and Merrill Lynch, providing deep finance and governance expertise relevant to Datadog’s scale and risk profile .

Past Roles

External Roles

Board Governance

• Independence: Datadog’s board affirmatively determined Richardson is independent under Nasdaq rules; majority of the board is independent .
• Committee assignments: Audit Committee Chair; member, Compensation Committee; not on Nominating & Corporate Governance Committee .
• Audit committee oversight scope covers financial reporting, auditor independence, internal controls, related-party transactions, and cybersecurity risk reviews; the committee recommended inclusion of audited 2024 financials in the 10‑K .
• Meeting cadence and attendance: Board met 5 times in 2024; each director attended ≥75% of board and committee meetings; committee meetings—Audit (4), Compensation (4), Nominating & Corporate Governance (2) .
• Lead Independent Director: Dev Ittycheria (roles include moderating executive sessions and serving as liaison with the CEO) .

Fixed Compensation

• Policy framework (cash): Annual cash retainer $50,000; Audit Chair $25,000; Compensation member $10,000; Lead Independent $74,000; Nominating Chair $12,000; Nominating member $6,000; payable quarterly (Richardson’s $85,000 aligns to $50,000 + $25,000 + $10,000) .
• Section 16 compliance: All officers and directors were timely with required filings in 2024 .

Performance Compensation

• Director equity awards are time-based RSUs under the Non‑Employee Director Compensation Policy; Annual Grant sized at $250,000 of RSUs (vests by next annual meeting or one year), with optional RSU retainer-in‑lieu of cash and initial $400,000 RSU grant for new directors; director awards fully vest upon change in control under the 2019 Plan .

Other Directorships & Interlocks

• Compensation Committee interlocks: None—no Datadog executive served on another issuer’s board/comp committee with reciprocal service; Richardson serves as a member alongside independent directors and an independent chair .
• Related‑party transactions: Datadog’s policy requires Audit Committee/board approval for related‑party transactions >$120,000 at arm’s‑length terms; no specific transactions involving Richardson are disclosed for 2024–2025 .

Expertise & Qualifications

• Designated “audit committee financial expert” with capability to read and understand fundamental financial statements; extensive corporate finance and investment experience; broad public company board tenure (UBS and prior boards) .
• Education: B.B.A., University of Wisconsin–Madison .

Equity Ownership

Insider Filings Compliance

Governance Assessment

• Strengths: Independent Audit Chair and SEC‑defined financial expert leading robust oversight of financial reporting, internal controls, related‑party reviews, and cybersecurity risk; consistent meeting cadence and attendance compliance; independent compensation governance (committee meets in executive session, uses an independent consultant) .
• Alignment: Director compensation includes meaningful annual RSU grants per policy; cash plus equity retainer structure with clear committee fee schedule; insider trading policy bans hedging/pledging, supporting alignment with long‑term shareholders .
• Shareholder signals: Prior year say‑on‑pay support ~95% indicates broad approval of Datadog’s compensation governance framework (contextual to executives but relevant for board oversight quality) .
• Potential conflicts: No related‑party transactions involving Richardson disclosed; compensation committee reports no interlocks; continued UBS board service noted without any Datadog‑specific dealings disclosed .
• Structural consideration: Dual‑class structure concentrates voting power with Class B holders (10 votes/share), while Richardson’s individual beneficial ownership is <1%—investors should monitor independent director influence under this capital structure .
• RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related‑party transactions, or compensation anomalies for Richardson in 2024–2025 .