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Olivier Pomel

Olivier Pomel

Chief Executive Officer at DatadogDatadog
CEO
Executive
Board

About Olivier Pomel

Olivier Pomel is Datadog’s co‑founder and Chief Executive Officer, serving on the board since June 2010; he holds an M.S. in Computer Science from École Centrale Paris and is age 48 . Under his leadership in 2024, revenue reached $2.68B (+26% YoY) with 25% non‑GAAP operating margin; “say‑on‑pay” support was ~95% at the 2024 meeting, and a $100 investment’s cumulative value reached 378 as of YE 2024 per the pay‑versus‑performance table . Governance mitigants include a majority‑independent board and a lead independent director (Dev Ittycheria), while Pomel, as an executive director, is not independent and serves no board committee roles .

Past Roles

OrganizationRoleYearsStrategic impact
Wireless Generation (acquired by News Corp.)VP of Technology2002–2010Led SaaS technology organization ahead of exit to News Corp., providing scaled product and engineering leadership experience .
IBM Research and other tech/software firmsEngineering rolesDeep technical grounding that underpins Datadog’s product/engineering execution .

External Roles

  • No external public‑company directorships disclosed for Mr. Pomel in the proxy statement .

Fixed Compensation

Three‑year reported compensation (Summary Compensation Table):

Metric (USD)202220232024
Salary$395,833 $400,000 $420,833
Stock awards (grant‑date fair value)$10,248,721 $10,908,938 $19,049,976
Non‑equity incentive plan compensation$306,873 $335,546 $371,295
All other compensation$297,815 (includes 2022 HSR filing/legal fees) $450 $450
Total$11,249,243 $11,644,934 $19,842,554

Additional context:

  • 2024 base salary was raised to $425,000 effective March 1, 2024 (prorated in table) .
  • Datadog does not provide excise tax gross‑ups, and prohibits hedging/pledging of stock .

Performance Compensation

Annual bonus design and 2024 outcome:

ComponentMetric(s)TargetActualPayoutNotes
Annual cash bonus (2024)Net new ARR (with decelerators if non‑GAAP operating income below target)100% of operating plan (min threshold at 50% attainment) ~93% net new ARR; non‑GAAP OI target achieved ~93% of target ($371,295 vs $400,000 target) Target bonus opportunity 94% of salary ($400,000); payout capped at 200% .

Long‑term equity (granted in 2024; 50% RSUs / 50% PSUs):

AwardGrant dateTarget sharesEarnedVestingPerformance metric(s)
PSUs (2024)7/29/202480,775 93,145 (115% of target) 25% on 3/1/2025; remainder in 12 equal quarterly installments through 2028, service‑based FY24 revenue vs target with non‑GAAP OI threshold; FY24 revenue achieved 100.5% of target, 26% YoY .
RSUs (2024)7/29/202480,775 n/a25% on 3/1/2025; remainder in 12 equal quarterly installments through 2028, service‑based Time‑based only .

Program structure and alignment:

  • Annual cash and PSU metrics emphasize growth (net new ARR; revenue) with a profitability guardrail (non‑GAAP operating income), and payouts/PSU earn‑outs are capped at 200% to temper risk .

Equity Ownership & Alignment

Beneficial ownership and control (as of March 15, 2025):

HoldingShares% classVoting power impact
Class A common521,000<1%1 vote per share .
Class B common11,746,24440.7%10 votes per share; Mr. Pomel holds ~19.4% of total voting power .

Outstanding equity and vesting (as of 12/31/2024; close price $142.89):

InstrumentDetailQuantityStatus/Value
PSUs (earned for FY24 performance)Earned at 115% on 2/25/2025; subject to service vesting93,145$13,309,489 market value at 12/31/2024 .
RSUs (2024 grant)Time‑based80,775$11,541,940 market value at 12/31/2024 .
Stock options2015 grant (exercisable)901,440 @ $0.31Exp. 10/26/2025 .
Stock options2017 grant (exercisable)1,296,000 @ $0.91Exp. 10/24/2027 .
Stock options2019 grant (exercisable)1,500,000 @ $10.74Exp. 7/18/2029 .

Insider selling and supply considerations:

  • In 2024, Pomel exercised 1,802,880 options (value realized ~$221.6M) and saw $18.6M value on 145,034 shares vested from stock awards; recent 2024 grants vest quarterly beginning 3/1/2025, which may create periodic supply windows .
  • Hedging, short sales, margin purchases, and pledging are prohibited by policy, reducing leverage‑related forced selling risks .

Employment Terms

Severance and change‑in‑control (CoC) framework:

ScenarioCash severanceBonusEquity accelerationCOBRA
Termination without cause or resignation for good reason6 months of base salary50% of annual target bonusNone6 months (or earlier if eligible elsewhere) .
CoC + qualifying termination (double trigger; within 3 months prior to or 12 months post‑CoC)12 months of base salary100% of annual target bonus100% of unvested time‑based equity; PSUs that are earned and certified follow this treatment12 months (or earlier if eligible elsewhere) .

Illustrative potential payments if terminated on 12/31/2024:

ScenarioBase salaryBonusAccelerated equityCOBRATotal
Termination without cause/good reason$212,500$200,000$14,787$427,287
CoC + qualifying termination (double trigger)$425,000$400,000$30,175,082$29,574$31,029,656

Other terms:

  • Clawback policy compliant with SEC/Nasdaq requires recoupment of excess incentive compensation upon an accounting restatement (three‑year lookback) .
  • 401(k) match up to $2,000; otherwise limited perquisites; hedging/pledging prohibited; no single‑trigger CoC vesting; no excise tax gross‑ups .

Board Governance

  • Role: Class I director; term through the 2026 annual meeting; no committee service .
  • Independence: Not independent (executive); majority of board is independent; lead independent director is Dev Ittycheria .
  • Meetings: Board met five times in 2024; each director attended ≥75% of meetings; Pomel attended the 2024 annual meeting .

Performance & Track Record

  • FY2024 revenue $2.68B (+26% YoY) with 25% non‑GAAP operating margin; customers ≥$1M ARR grew 17% YoY to 462 and ≥$100k ARR grew 13% YoY to ~3,610; platform expanded with Event Management and LLM Observability .
  • TSR reference: $100 initial investment shown as 378 by YE2024 in the pay‑versus‑performance table (company TSR measure) .

Compensation Committee & Benchmarking

  • Committee members: Michael Callahan (Chair), Titi Cole, Dev Ittycheria, Julie Richardson; all independent .
  • Independent consultant: Compensia; committee concluded no conflicts; peer group includes Atlassian, Cloudflare, CrowdStrike, Dynatrace, Fortinet, HubSpot, MongoDB, Okta, Palantir, Snowflake, Splunk, The Trade Desk, Twilio, Unity, Veeva, Zoom, Zscaler (and more as listed) .
  • 2024 say‑on‑pay support ~95% of votes cast .

Related‑Party Transactions, Hedging & Pledging

  • The proxy includes indemnification agreements and a formal related‑party transactions review policy; no specific related‑party transactions beyond indemnification are described for the period .
  • Hedging, short sales, margin purchases, derivative trading, and pledging of Datadog stock are prohibited for directors/officers/employees .

Investment Implications

  • Strong founder alignment with control: Pomel holds ~19.4% of voting power via Class B shares (10 votes/share), anchoring long‑term orientation; however, dual‑class voting reduces minority holders’ influence .
  • Pay‑for‑performance linkage is clear: cash bonuses tied to net new ARR with profit guardrails; PSUs tied to revenue growth with profit threshold; 2024 bonus paid at ~93% of target and PSUs earned at 115%, consistent with performance outcomes .
  • Potential selling cadence: meaningful 2024 RSU/PSU grants begin vesting 3/1/2025 and quarterly thereafter; large 2024 option exercises indicate prior liquidity events; policy bans pledging/hedging, reducing leverage‑driven risks .
  • Change‑in‑control economics are moderate (double‑trigger; ~$31.0M illustrative total) and exclude unearned PSUs, limiting windfalls while ensuring retention through a transaction .
  • Governance mitigants: majority‑independent board and a lead independent director counterbalance executive insider influence; Pomel serves no board committees, preserving committee independence .