Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2021, the board of directors (the "Board") of Datto Holding Corp. (the Company") increased the size of the Board from nine to eleven directors and appointed Christine Larsen and Jack Dillon as members of the Board to fill the resulting vacancies. Ms. Larsen will serve as a Class II director until the Company's 2022 Annual Meeting of Shareholders, and Mr. Dillon will serve as a Class III director until the Company's 2023 Annual Meeting of Shareholders, or in each case, until her or his earlier resignation or removal in accordance with the Company's Bylaws. Ms. Larsen was also appointed to serve on the Audit Committee of the Board to replace John Stalder. Upon Ms. Larsen's appointment, all members of the Audit Committee of the Board are independent in accordance with the rules of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE"). Mr. Dillon has not been appointed to serve on a Board committee.

Ms. Larsen served as Chief Operations Officer of First Data Corp. (NYSE: FDC, now NASDAQ: FISV) from 2013 to 2018. Prior to joining First Data Corp., Ms. Larsen held various senior operating and technology roles at JPMorgan Chase & Co. (NYSE: JPM) from 2005 to 2013, most recently as an Executive Vice President responsible for firm-wide process improvement and enterprise program management, with a focus on control and integration efforts. Prior to joining JPMorgan in 2005, Ms. Larsen spent eleven years at Citigroup Inc. (NYSE: C) and ten years at Andersen Consulting (now Accenture plc NYSE: ACN). Ms. Larsen has served as a director of Paya Holdings Inc. (NASDAQ: PAYA) since October 2020, and as a director for the Canadian Imperial Bank of Commerce (NYSE: CM) since April 2016. Ms. Larsen has a Master's in Library Science from Syracuse University as a University Fellow and a Bachelor of Arts degree with high honors from Cornell College.

Mr. Dillon joined Vista Equity Partners in 2010 and is a member of the investment team. Mr. Dillon has worked with the Company since Vista's investment in December 2017 and his experience makes him a valuable addition to its Board. In addition to the Company, Mr. Dillon serves as a director of the following private companies: Acquia, Apptio, CentralSquare and NAVEX Global. Prior to joining Vista, Mr. Dillon earned a bachelor's degree in Finance from the University of Notre Dame.

In connection with Ms. Larsen's and Mr. Dillon's appointment, the Company will enter into its standard form of indemnification agreement with each of Ms. Larsen and Mr. Dillon, the form of which was filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2021. Ms. Larsen shall be entitled to receive compensation for her services as a member of the Board in accordance with the Board's Non-Employee Director Compensation Policy.

Ms. Larsen was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person. The Company is not aware of any related party transactions or relationships between Ms. Larsen and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Dillon was nominated as a director pursuant to the Director Nomination Agreement, dated as of October 23, 2020, by and among the Company and funds affiliated with Vista Equity Partners, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 26, 2020. Mr. Dillon was not selected as a director pursuant to any other arrangements or understandings with the Company or with any other person. Related party transactions between the Company and Vista Equity Partners have been previously disclosed in the Company's 2021 Proxy Statement filed with the SEC on April 26, 2021.






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