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Sean Walters

Chief Revenue Officer at DatadogDatadog
Executive

About Sean Walters

Datadog’s Chief Revenue Officer since January 2022, age 53, B.S. in Marketing from Rowan University; previously SVP of Worldwide Sales (2018–2021) with earlier sales leadership roles at Medallia, BMC Software, IBM, BEA Systems, and ADP . Executives are employed at-will, increasing retention risk if equity or market dynamics change . Company performance during his tenure: revenue rose to $2.684 billion in 2024 from $2.128 billion in 2023 and $1.675 billion in 2022; the value of a $100 investment in DDOG was 378 (2024), 321 (2023), 195 (2022) per SEC “Pay vs Performance” disclosures .

Past Roles

OrganizationRoleYearsStrategic Impact
DatadogSVP, Worldwide Sales2018–2021Scaled global sales prior to promotion to CRO
MedalliaArea VP & GM2017–2018General management and sales leadership in SaaS customer feedback
MedalliaRegional VP2015–2017Led regional sales execution
BMC SoftwareSales roles2011–2013Enterprise software sales experience
IBM; BEA Systems; ADPSales rolesEarlier careerEnterprise sales foundation

External Roles

  • No public company board roles disclosed for Walters .

Fixed Compensation

YearBase Salary ($)Target Bonus ($)Actual Bonus Paid ($)Actual Payout %
2023393,333 400,000 308,729 77%
2022360,000 256,990

Notes:

  • 2023 base increased from $360,000 to $400,000 effective March 1, 2023 to align with peer benchmarks .
  • CRO’s bonus is measured semi-annually vs sales-channel net new ARR; 29% paid mid-year 2023, final 77% paid March 2024 .

Performance Compensation

Annual Cash Bonus Design

MetricScopeTargetActualPayout Mechanics
Net new ARR (CRO plan)Sales channels under Walters’ oversight100% of internal sales target 77% of target (2023) Semi-annual measurement; accelerators above target; cap applies to NEOs other than CRO
Non-GAAP operating income guardrailCompany-wide (for other NEOs)Must meet target Achieved (2023) Decelerators if below target (not applicable to CRO)

PSU Award Design (Company-wide, includes CRO)

MetricWeightingTargetActualAchievementPSUs EarnedVesting
Revenue (with non-GAAP operating income condition)Not disclosed$2,141,661k $2,128,359k 99% of target; 127% of FY22 revenue 92% of target PSUs Earned PSUs vest 25% on Mar 1, 2024, remainder in 12 equal quarterly installments

2023 Equity Grants (Annual Review)

InstrumentGrant DateShares (#)Total Grant Date Fair Value ($)
Time-based RSUsApr 25, 202361,630 Included in $7,727,169 total
Target PSUsApr 25, 202361,630 Included in $7,727,169 total

Vesting for 2023 RSUs and earned PSUs: 25% on Mar 1, 2024; remainder in 12 equal quarterly installments (June 1, Sept 1, Dec 1, Mar 1) subject to continued service .

Equity Ownership & Alignment

Beneficial Ownership (as of March 31, 2024)

HolderClass A Shares% OwnershipNotes
Sean Walters24,512 <1% Includes shares/RSUs exercisable/vesting within 60 days per SEC rules

Datadog prohibits hedging, short sales, purchasing on margin, and pledging of company stock, enhancing alignment (no pledging allowed) .

Outstanding Unvested Awards (as of Dec 31, 2023)

Grant DateTypeUnvested Shares (#)Market Value ($)
Apr 12, 2020RSU3,750 455,175
Feb 25, 2021RSU4,641 563,325
Jul 27, 2021RSU7,354 892,629
Feb 24, 2022RSU46,558 5,651,210
Apr 27, 2022PSU (earned in prior period, service vesting)9,617 1,167,311
Apr 25, 2023PSU (earned 2023)56,846 6,899,967
Apr 25, 2023RSU61,630 7,480,649
  • No stock options outstanding disclosed for Walters in the proxy tables (option columns blank) .
  • Option/stock vested in 2023: 70,652 shares vested with $6,391,739 value realized; no option exercises reported .

Vesting Schedules (Excerpts)

  • 2023 RSUs/earned PSUs: 25% on Mar 1, 2024; remaining 75% in 12 equal quarterly installments thereafter, subject to continuous service .
  • Earlier RSUs include staged quarterly schedules for tranches granted in 2020–2023 .

Employment Terms

Executive Severance Agreement (CRO included)

Scenario (as of Dec 29, 2023)Base Salary PaymentBonus PaymentEquity AccelerationCOBRA PremiumsTotal
Termination without Cause or with Good Reason$200,000 $200,000 $14,694 $414,694
Same, in connection with Change in Control (double trigger)$400,000 $400,000 $16,210,299 $29,389 $17,039,688

Key provisions:

  • Double-trigger CIC: 12 months base + 100% target bonus, COBRA for 12 months, and 100% vesting of outstanding and unvested equity awards excluding awards that vest based on performance; earned PSUs subject to service-based vesting acceleration per award agreements .
  • At-will employment (no fixed term) .
  • Clawback: incentive compensation subject to recoupment upon restatement .
  • No excise tax gross-ups; single-trigger vesting acceleration is not provided .

Insider trading plans and selling pressure:

  • Company disclosed Q3 2025 10b5-1 plan adoptions for certain officers (COO, CEO), including sell-to-cover provisions; no specific plan for Walters disclosed in that period .

Investment Implications

  • Pay-for-performance alignment: CRO cash bonus is directly tied to net new ARR from sales channels; 2023 payout at 77% reflects disciplined linkage to growth execution and profitability guardrails used for other NEOs . PSU design ties long-term equity to revenue growth and non-GAAP operating income, with rigorous thresholds and capped upside (200%) .
  • Equity overhang and vesting cadence: Large unvested RSU/PSU stack with quarterly vesting through 2026+ creates ongoing supply from potential sell-to-cover transactions, though hedging/pledging is prohibited, reducing alignment risk .
  • Retention and CIC economics: At-will employment raises retention sensitivity to market cycles; CIC double-trigger package plus full acceleration of time-based awards could be value-significant (2023 estimate ~$17.0 million), implying strong retention incentives but potential overhang in a sale scenario .
  • Ownership alignment: Walters’ direct beneficial ownership as disclosed (<1% of Class A) is modest relative to total outstanding; alignment comes primarily via unvested equity rather than large direct holdings .
  • Governance and shareholder sentiment: Robust say-on-pay support in 2025 (469.3M for vs 18.4M against) suggests investor acceptance of program design emphasizing ARR and profitability balance .