Titi Cole
DatadogAbout Titi Cole
Independent director at Datadog, age 52; on the board since June 2022 and currently a Class III nominee up for re‑election through 2028. She led Citi’s Legacy Franchises as CEO (2022–Jan 2025) and previously held senior roles including Head of Global Operations & Fraud Prevention and Chief Client Officer for Personal Banking & Wealth Management; earlier, she ran Consumer & Small Business Banking Operations and Contact Centers at Wells Fargo and held leadership roles at Bank of America and BMO Harris Bank. Education: B.A. in Economics (University of Ibadan, Nigeria) and MBA (Northwestern University, Kellogg School of Management) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | CEO, Legacy Franchises (exiting market consumer businesses) | 2022–Jan 2025 | Oversaw wind‑down of consumer operations in exit markets; scale execution experience |
| Citigroup Inc. | Head of Global Operations & Fraud Prevention; Chief Client Officer, Personal Banking & Wealth Management | 2020–2022 | Operational excellence, fraud risk controls, client experience |
| Wells Fargo | Head of Consumer & Small Business Banking Operations and Contact Centers; led Shared Services for Consumer Credit Solutions; member of Wells Fargo’s Management Committee | 2015–2020 | Large‑scale consumer banking operations; governance at management committee level |
| Bank of America | Leadership roles | Not disclosed | Large‑bank operating experience |
| BMO Harris Bank (Chicago) | Leadership roles | Not disclosed | Retail banking operations |
External Roles
| Category | Organization/Role | Tenure |
|---|---|---|
| Public company boards | None disclosed in Datadog’s proxy biography | — |
| Private/non‑profit/academic boards | Not disclosed | — |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Committee chairs: Compensation Chair – Michael Callahan; Nominating & Corporate Governance Chair – Matthew Jacobson; Audit Chair – Julie Richardson .
- Independence: Board determined Ms. Cole is independent under Nasdaq rules; majority of the board is independent .
- Attendance: Board met 5 times in FY2024; each director attended ≥75% of board and committee meetings on which they served .
- Lead Independent Director: Dev Ittycheria; responsibilities include agenda setting, moderating executive sessions, and liaison to CEO .
- Risk oversight: Audit reviews cybersecurity/data privacy risks quarterly; Compensation monitors compensation risk; Nominating oversees governance risks and ESG disclosure .
Fixed Compensation (Non‑Employee Director; FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director retainer |
| Compensation Committee member fee | $10,000 | Member (non‑chair) |
| Nominating & Corporate Governance Committee member fee | $6,000 | Member (non‑chair) |
| Total cash fees earned (reported) | $66,000 | Matches policy‑based components above |
| Equity (stock awards grant‑date fair value) | $249,906 | Annual RSU grant; policy targets $250,000 grant value at meeting date |
| RSUs outstanding as of 12/31/2024 | 4,078 | Director‑level RSU balance; no options outstanding |
Policy detail:
- Annual grant sized at $250,000 divided by the closing price on the annual meeting date; vests by next annual meeting .
- Initial grant upon joining board: $400,000 RSUs, vesting in three equal annual installments over 3 years .
- Directors may elect to convert cash fees into fully‑vested RSUs (“retainer grant”) .
Performance Compensation
- No performance‑based pay for directors; annual director equity is time‑based RSUs (not PSUs) .
- Hedging/pledging prohibited: Insider trading policy bans hedging, short sales, margin purchases, and pledging of Datadog shares, strengthening alignment .
Other Directorships & Interlocks
| Type | Company | Role | Committees |
|---|---|---|---|
| Public company | None disclosed | — | — |
- Related‑party transactions: Company maintains a formal policy requiring Audit Committee or Board review/approval of related‑person transactions over $120,000; the proxy’s related‑party section outlines policy and indemnification framework. No Ms. Cole‑specific transaction is identified in the provided section .
Expertise & Qualifications
- Deep operating experience in global financial institutions at scale, including operations, fraud prevention, and client experience leadership across Citi, Wells Fargo, Bank of America, and BMO Harris Bank .
- Advanced academic credentials (MBA, Kellogg; BA Economics, University of Ibadan) .
- Board brings financial services operational rigor to Compensation and Nominating & Governance workstreams .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 2,373 | As of March 15, 2025 |
| Class B shares beneficially owned | 0 | As of March 15, 2025 |
| Options | 0 | As of 12/31/2024; table shows none for Cole |
| RSUs outstanding | 4,078 | As of 12/31/2024 |
| Shares outstanding (Class A) | 319,188,620 | As of March 15, 2025 |
| Ownership % of Class A | ~0.0007% | Computed from 2,373 / 319,188,620 |
| Hedging/pledging | Prohibited | Per insider trading policy |
Compliance and filings:
- Section 16(a) compliance: All directors and officers complied with beneficial ownership reporting requirements in FY2024 .
Governance Assessment
- Board effectiveness: Ms. Cole’s dual roles on Compensation and Nominating & Governance align with her large‑scale operations and controls background; independence affirmed, and attendance met required thresholds—supportive of effective oversight .
- Alignment: Director compensation mix is balanced (cash + equity), with annual RSUs and a clear prohibition on hedging/pledging, enhancing long‑term alignment with shareholders .
- Conflicts/related party: Proxy discloses robust related‑party approval policies; no Ms. Cole‑specific transactions identified in the provided related‑party section, reducing perceived conflict risk .
- Broader governance signals: Strong say‑on‑pay support (≈95% in 2024) indicates investor confidence in compensation governance; while executive pay data, it reflects overall governance quality and committee stewardship (Ms. Cole serves on Compensation) .
RED FLAGS: None identified in the proxy regarding Ms. Cole—no hedging/pledging, no disclosed related‑party transactions, independence affirmed, and participation thresholds met .