Datadog Inc.
03/02/2026 | Press release | Distributed by Public on 03/02/2026 15:21
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2026 the Board of Directors (the "Board") of Datadog, Inc. (the "Company") increased the size of the Board from ten to eleven members and appointed Dominic Phillips as a Class II director of the Company to fill the resulting vacancy. Mr. Phillips's term will expire at the Company's Annual Meeting of Stockholders to be held in 2027. Mr. Phillips has not been, and is not currently expected to be, named to any committee of the Board at this time.
There is no arrangement or understanding between Mr. Phillips and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Phillips and any of the Company's other directors or executive officers. Mr. Phillips has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Phillips will receive compensation pursuant to our Amended and Restated Non-Employee Director Compensation Policy ("Director Compensation Policy"), as described in the "Non-Employee Director Compensation Policy" section of the Company's definitive proxy statement for the 2025 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on April 18, 2025. As an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000. Mr. Phillips's initial grant covers the number of shares of our Class A common stock equal to (A) $600,000 divided by (B) the closing sales price per share of our Class A common stock on the grant date, and will vest in three equal annual installments over the three-year period following the grant date, subject to continuous service through each applicable vesting date.
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