Matthew Jacobson

About Matthew Jacobson

Matthew Jacobson, age 41, is an independent director of Datadog (DDOG) and a Partner at ICONIQ Capital. He joined Datadog’s board in July 2019 after serving as a board observer from December 2015–July 2019; he is currently nominated for reelection to a term ending in 2028. He holds a B.S. in Economics (Finance and Management concentrations) from the Wharton School, University of Pennsylvania, and brings venture capital and technology operating experience (Groupon, Battery Ventures, TCV; earlier investment banking at Lehman Brothers) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair .
• Independence: Board affirmed Jacobson is independent under Nasdaq rules; all members of Audit and Nominating & Governance committees meet independence standards .
• Attendance: Board met five times in fiscal 2024; each director attended ≥75% of aggregate board and committee meetings on which they served .
• Lead Independent Director: Dev Ittycheria serves as LID; Jacobson as N&G chair moderates governance reviews and board composition matters .
• Committee activity: 2024 committee meetings—Audit 4; Compensation 4; Nominating & Governance 2 .

Fixed Compensation

Non-Employee Director Compensation Policy (context):

• Annual cash: Director $50,000; Lead Independent Director $74,000; Audit chair $25,000/member $12,500; Compensation chair $20,000/member $10,000; Nominating & Governance chair $12,000/member $6,000 .
• Equity: Annual RSU grant $250,000; initial RSU grant $400,000 for new directors; optional cash-to-RSU retainer; change-in-control full vesting of outstanding director equity .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Venture capital, technology investing and operating experience; board service across multiple software companies .
• Governance leadership: chair of Nominating & Corporate Governance; experience evaluating board composition, performance, and ESG disclosures .
• Financial literacy: Audit Committee membership; board affirmed audit independence standards .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent status; chairs Nominating & Governance and serves on Audit, supporting board effectiveness and oversight .
  • High engagement: board/committee meeting cadence with ≥75% attendance; N&G oversight of board evaluations and ESG review .
  • Alignment: waived 2024 director compensation (cash and RSUs), reducing potential pay concerns and signaling investor-aligned posture .
  • Ownership: meaningful beneficial stake (direct and via ICONIQ funds), potentially reinforcing long-term alignment .

• Watch items / RED FLAGS:

  • Interlocks: ICONIQ affiliation and ICONIQ funds’ share ownership, plus a fellow director (Amit Agarwal) joining ICONIQ in 2025, can create perceived conflicts. Mitigants include: board independence determinations and formal related-party transaction approval processes under Audit Committee oversight .
  • Staggered board: Class III structure with terms ending 2028 may reduce annual accountability; standard staggered board considerations apply .
  • Dual-class voting concentration: Class B 10:1 voting power concentrated among founders; Jacobson’s voting power is minimal, but governance decisions occur within this structure .

• Shareholder sentiment signal:

  • Say-on-pay approval ~95% in 2024 suggests broad investor support for compensation governance, which indirectly reflects confidence in oversight by committees Jacobson participates in .

Notes on Related Party Transactions and Policies

• Related party transactions require pre-approval/ratification by the board or Audit Committee, including review for arms-length terms and materiality; indemnification agreements in place for directors .
• Prohibition on hedging/short sales/pledging; policy also prohibits margin accounts and derivatives on company stock .

Appendix: Committee Assignments Summary

Appendix: Non-Employee Director Compensation Policy Snapshot

Insider trades: Not detailed by director in the proxy; Section 16(a) compliance noted for 2024 with no delinquent filings; Form 4 activity should be monitored via current SEC filings for updates .